Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective March 1, 2013, Leslie F. Varon, Vice President, Finance and Corporate Controller of Xerox Corporation, will assume the duties of Registrant's principal financial officer on an interim basis until such time as Registrant appoints a new Chief Financial Officer. Ms. Varon, 56, is a 33 year employee of Xerox. She was named Corporate Vice President in 2001, Corporate Controller in 2006 and Vice President, Finance in March 2010.

---