SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Maddison Thomas J (Last) (First) (Middle) 45 GLOVER AVENUE P.O. BOX 4505 (Street) NORWALK CT 06856 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XEROX CORP [ XRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & Chief HR Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2012		J		35,000(1)	A	$7.87	70,646	D
Restricted Stock Units	07/01/2012		J		35,000(1)	D	$7.87	0	D
Common Stock	07/01/2012		F		13,808(1)	D	$7.87	56,838	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	$0(2)	07/01/2012		A		18,348(3)		08/08/1988(2)	08/08/1988(2)	Common Stock	18,348	$0(2)	31,941	D

Explanation of Responses:

1. Vesting of incentive stock rights under 16b-3 plant treated as restricted stock.

2. Not applicable.

3. These performance shares were earned based on achievement of specific annual performance criteria that are not tied to the market price of the issuer's securities. Performance shares, to the extent earned, are scheduled to vest three years from their respective earned date.

	Karen Boyle, Attorney in Fact	07/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

The undersigned hereby constitutes
and appoints each of Karen Boyle,
Douglas H. Marshall, and Don H. Liu
as the undersigned?s true and lawful
attorneys-in-fact, with full powers to
act alone, to execute and file with
the Securities and Exchange Commission
and any stock exchange or similar
authority one or more beneficial ownership
reports and any and all amendments
thereto, together with any and all
exhibits relating thereto including this
Power of Attorney, in the name and on behalf
of the undersigned, disclosing the
undersigned?s beneficial ownership of
securities of Xerox Corporation, in
connection with Section 16 and any other
provisions of the Securities Exchange Act
of 1934, as amended, and the rules
promulgated thereunder (the ?SEC Rules?),
which reports, amendments and exhibits shall
contain such information as any of Karen Boyle,
Douglas H. Marshall, and Don H. Liu deems
appropriate.  The undersigned hereby grants
to each such attorney-in-fact full power and
authority to do and perform each and every
act and thing whatsoever that said attorney
or attorneys may deem necessary or advisable
to carry out fully the intent of the
foregoing as the undersigned might or could
do personally.  The undersigned acknowledges
that none of the foregoing attorneys-in-fact,
in serving in such capacity, which the
undersigned acknowledges is at the request
of the undersigned, is assuming, nor is
Xerox Corporation assuming, any of the
undersigned?s responsibilities to comply
with the SEC Rules.  This Power of Attorney
shall remain in full force and effect with
respect to each of the foregoing
attorneys-in-fact until the undersigned
is no longer required to file any of the
aforementioned reports under the SEC Rules,
unless earlier revoked by the undersigned
in a signed writing delivered to the
applicable attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney as of the
22nd day of February, 2012.




/s/ Tom Maddison