Item 5.02. Election of Directors; Departure of Directors

Xerox Holdings Corporation (the "Company") announced on November 12, 2021 that
Aris Kekedjian has resigned from the Boards of Directors of the Company and
Xerox Corporation effective November 5, 2021. The resignations were not the
result of any disagreement with the Company or Xerox Corporation.
The Company further announced that Jesse A. Lynn has been appointed as a
Director of the Company and Xerox Corporation, effective November 11, 2021, and
that Mr. Lynn will serve as a member of the Corporate Governance Committee of
the Board of Directors of the Company. Mr. Lynn will replace Mr. Kekedjian as
one of the Icahn Designees under the Nomination and Standstill Agreement dated
January 26, 2021 by and among The Icahn Group and the Company.
Mr. Lynn will receive the standard director compensation provided by the Company
to its
non-employee
directors as described in the Company's Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 7, 2021
(pro-rated
to reflect the period of actual service).
As of the date hereof there are no transactions between Mr. Lynn and the Company
that would be reportable under Item 404(a) of Regulation
S-K.

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