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/s/ Kevin Ciaglo, attorney-in-fact |
04/05/2021 |
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** 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. |
EXHIBIT 24 |
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Conduent IncorporatedPower of Attorney
for Executing Forms 3, 4 and 5 |
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| Know
all men by these presents, that the undersigned, director or officer, or
both, of Conduent Incorporated, hereby constitutes
and appoints each of Michael Krawitz, Kevin Ciaglo, Antoinette Battiato,
signing singly, the undersigned's true and lawful attorney-in-fact to:
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(1)
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execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Conduent Incorporated (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;
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(2)
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do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4 or 5 and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
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(3)
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take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
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| The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
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| This
Power of Attorney shall remain in full force and effect until the undersigned
is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities of Conduent Incorporated
unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
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| IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 21st
day of December, 2020 |
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