CARL ICAHN AND DARWIN DEASON RELEASE

OPEN LETTER & PRESENTATION TO

XEROX SHAREHOLDERS

Xerox’s Two Largest Individual Shareholders Release

Presentation on Rescuing & Revitalizing the Company

New York, New York, April 17, 2018

Today Carl Icahn and Darwin Deason

released the following open l

etter to shareholders of Xerox Corporation (NYSE:

XRX):

Fellow Shareholders:

As promised, today we released

a presentation explaining why Xerox

shareholders need to vote to replace certa

in directors and to oppose the proposed

Fuji scheme.

Both the substance of the proposed

value-destroying

transaction and the

conflict-tainted

process by which it was hatched

are an insult to long-suffering

Xerox shareholders and make a mockery of well-established corporate governance

norms.

Fuji with the able assistance of Xerox CEO Jeff Jacobson appears to

have been successful in putting one over

on the board of directors of Xerox.

However, the market cannot be so easily tr

icked. The closing price of Xerox stock

last Friday (April 13, 2018), before many of

the sordid details came to light, was

Contact:

Icahn Capital LP

Susan Gordon

(212) 702-4309

Deason Capital Services, LLC

Jennifer Cole

(214) 378 3600

2

$28.17 per share, which is approximately

14% below the closing price on the day

prior to the announcement of the sc

heme and approximately 37% below

management’s purported deal va

lue of $45.00 per share.

Noted Columbia law school Professor John Coffee summarized the

transaction and the process behind it as

follows: “This is a strange and irregular

transaction that is simply

not comparable to any other

transaction I have seen in

over 45 years of observing the ‘merger and

acquisition’ marketplace. A CEO of the

target, facing likely ouster, serves as th

e loyal agent of the acquirer, designing a

deal that is too good to be true:

a cheap price, little governance protections, no

market check, and a process that ignores other bidders

.”

We could not have sa

id it better ourselves.

We fully expect that Xerox will not prev

ail in its shameful attem

pt to keep

hidden from shareholders the

many other sordid facts surr

ounding this unfortunate

transaction that are still being conceale

d due to the machinations of Xerox’s

lawyers. Despite their attempts to bury th

e truth, the fundamental economics of the

scheme which dramatically

undervalue Xerox and dispro

portionately favor Fuji

are undeniable. Therefore, we

are confident you will agr

ee that the only choice

here is to vote out the worst of Xerox’s

directors and to oppose the proposed Fuji

scheme.

We look forward to engaging with you

further over the upcoming weeks and

months. Please stay tuned for more.

Sincerely

yours,

Carl Icahn Darwin Deason

*****

Additional Informatio

n and Where to Find it;

Participants in the Solicitation

3

SECURITY HOLDERS ARE ADVISED TO

READ THE PROXY STATEMENT AND

OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL

ICAHN, DARWIN DEASON AND THEIR RESPECTIVE AFFILIATES FROM THE

SHAREHOLDERS OF XEROX CORPORATION

IN CONNECTION WI

TH THE PROPOSED

TRANSACTIONS BETWEEN XEROX CORP

ORATION AND FUJIFILM HOLDINGS

CORPORATION (THE “TRANSACTION”)

AND/OR FOR USE AT THE 2018 ANNUAL

MEETING OF SHAREHOLDERS OF XE

ROX CORPORATION (THE “ANNUAL

MEETING”) WHEN THEY BECOME AVAIL

ABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE

PARTICIPANTS IN SUCH PROXY SOLICITA

TION. WHEN COMPLETED, A DEFINITIVE

PROXY STATEMENT AND A FORM OF PROXY RELATED TO THE TRANSACTION

AND/OR THE ANNUAL MEETING

WILL BE MAILED TO SHAREHOLDERS OF XEROX

CORPORATION AND WILL ALSO BE

AVAILABLE AT NO CHARGE AT THE

SECURITIES AND EXCHANGE

COMMISSION'S WEBSITE AT

HTTP://WWW.SEC.GOV

.

INFORMATION RELATING TO

THE PARTICIPANTS IN SUCH PROXY SOLICITATION

IS CONTAINED IN THE SCHEDULE 14A FILED BY CARL ICAHN, DARWIN DEASON

AND THEIR RESPECTIVE AFFILIATES WI

TH THE SECURITIES

AND EXCHANGE

COMMISSION ON MARCH 14, 2018.

Other Important Disclosure Information

SPECIAL NOTE REGARDING THIS LETTER:

THIS LET

TER CONTAINS OUR CURRENT VIEWS ON THE VALUE OF XEROX

SECURITIES, THE CONSIDER

ATION TO BE RECEIVED BY XEROX SHAREHOLDERS

IN THE TRANSACTION AND CERTAIN ACTI

ONS THAT XEROX’S BOARD MAY TAKE

TO ENHANCE THE VALUE OF ITS SECURI

TIES. OUR VIEWS ARE BASED ON OUR

OWN ANALYSIS OF PUBLICLY AVAILAB

LE INFORMATION AND ASSUMPTIONS WE

BELIEVE TO BE REASONABLE.

GIVEN XEROX’S HISTORY OF INADEQUATE

PUBLIC DISCLOSURE, THERE CAN BE NO ASSURANCE THAT THE

INFORMATION WE CONSIDERED

AND ANALYZED IS ACCURATE OR

COMPLETE.

SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR

ASSUMPTIONS ARE CORRECT. XEROX’S

ACTUAL PERFORMANCE AND RESULTS

MAY DIFFER MATERIALLY FROM OU

R ASSUMPTIONS AND ANALYSIS.

WE HAVE NOT SOUGHT, NOR HAVE WE

RECEIVED, PERMISSION FROM ANY

THIRD-PARTY TO INCLUDE THEIR IN

FORMATION IN THIS LETTER. ANY SUCH

INFORMATION SHOULD NOT BE VIEWED AS

INDICATING THE SUPPORT OF SUCH

THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN.

THIS LETTER ALSO REFERENCES TH

E SIZE OF OUR RESPECTIVE CURRENT

HOLDINGS OF XEROX SECURITIES RELATIVE TO OTHER HOLDERS OF SUCH

SECURITIES. OUR VIEWS AND OUR HOLDI

NGS COULD CHANGE AT ANY TIME. WE

MAY SELL ANY OR ALL OF OUR HOLDINGS OR INCREASE OUR HOLDINGS BY

PURCHASING ADDITIONAL SECU

RITIES. WE MAY TAKE A

NY OF THESE OR OTHER

4

ACTIONS REGARDING XERO

X WITHOUT UPDATING THIS

LETTER OR PROVIDING

ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS OTHERWISE

REQUIRED BY LAW).

FORWARD-LOOKING STATEMENTS:

Certain statem

ents contained in

this letter are forward-looki

ng statements in

cluding, but not

limited to, statements that are predications of

or indicate future ev

ents, trends, plans or

objectives. Undue reliance should not

be placed on such statements because, by their nature, they

are subject to known and unknown risks and uncerta

inties. Forward-looking statements are not

guarantees of future performance

or activities and are subject to

many risks and uncertainties.

Due to such risks and uncertainties, actual events

or results or actual performance may differ

materially from those reflected or contemplated

in such forward-looking statements. Forward-

looking statements can be identif

ied by the use of the future tense or other forward-looking

words such as “believe,” “expect,” “anticipate,”

“intend,” “plan,” “estimate,” “should,” “may,”

“will,” “objective,” “projection,” “forecast,” “m

anagement believes,” “continue,” “strategy,”

“position” or the negative of those terms or

other variations of them or by comparable

terminology.

Important factors that could cause

actual results to differ materially from the expectations set

forth in this letter include, am

ong other things, the factors identi

fied in Xerox’s public filings,

including the public filings rela

ted to the Transaction. Such fo

rward-looking statements should

therefore be construed in light of such factor

s, and the Participants are under no obligation, and

expressly disclaim any intention or obligatio

n, to update or revise any forward-looking

statements, whether as a result of new informati

on, future events or otherwise, except as required

by law.

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