Common use of Benchmarking Clause in Contracts

Benchmarking. (A) HPI will have the right, commencing upon the second anniversary of the Effective Date and not more than once per 12-month period per Tower thereafter, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the Services. (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (the “Benchmarker”). HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of the Effective Date. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will CHR is committed to “Best in Class” service. To ensure delivery of such service, Talecris shall have the right, commencing upon at its expense, to have the second anniversary performance of, or the costs and expenses for, all or a portion of the Effective Date and not more than once per 12-month period per Tower thereafter, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the Services. (B) A benchmarking under this Section will be conducted reviewed by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES organization with demonstrated benchmarking expertise reasonably acceptable to CHR (the “Benchmarker”). HPES agrees that each ) in order to evaluate the efficiency, effectiveness and productivity of IDC, Forrester and Gartner are acceptable as Benchmarkers as CHR’s performance of the Effective DateServices and whether the costs and expenses are competitive in the industry. The fees Benchmarker shall be selected by Talecris and costs approved by CHR, such approval not to be unreasonably withheld, conditioned or delayed. Talecris shall have the right to disclose the terms of this Agreement to the Benchmarker will be shared equally by HPI and HPESin connection with obtaining such review. The Parties will CHR shall cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable shall be subject to a confidentiality agreement similar to the Services being benchmarked to the costs being incurred, and service levels being provided, confidentiality provisions set forth in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s requestthis Agreement. Each Party will shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to in the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within not in the top third ten percent (10%) of the representative sample (viewed from the reasonable perspective most favorable to HPIof Talecris), then no further action will be requiredCHR shall within thirty (30) days after issuance of the Benchmarker’s final report, either: (a) provide Talecris with written notice that CHR accepts such final report; or (b) provide Talecris with written objections to such final report. If HPES does not provide no written acceptance or objections are received within such thirty (30) day period, the final report shall be deemed accepted. If CHR accepts such final report, CHR promptly shall develop a plan or implement such plan to reduce the Charges as required by this Sectionand schedule, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment approval of any applicable termination charges set forth Talecris, which approval shall not be unreasonably withheld, delayed or conditioned, to bring CHR within the top ten percent (10%) in a reasonable period of time. CHR then shall implement the plan and achieve the top ten percent (10%) in the designated period of time. If CHR does not accept the report and instead provides written objections, Talecris and CHR shall use commercially reasonable efforts to resolve such objections. If Talecris and CHR cannot resolve such objections within fifteen (15) days following Talecris’ receipt of such objections, then the Parties shall resolve the dispute in accordance with the terms of Section 7.2(B) of Schedule 521.

Benchmarking. (Aa) HPI will Health Net shall have the rightright during the Term, commencing upon beginning on the second *** anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterDate, to benchmark the Charges charges for all or a portion of the Services at pursuant to this Section 9.4, provided that benchmarking of particular Charges cannot be undertaken more than one time in any *** period. Health Net may conduct such a benchmarking pursuant to this Section 9.4 not more *** during the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the ServicesTerm. (Bb) A benchmarking under this Section will shall be conducted by an independent industry-recognized benchmarking service provider designated by HPI Health Net and approved by HPES Supplier (the “Benchmarker”). HPES Supplier agrees that each of IDCGartner Group, Forrester Nautilus Advisors, and Gartner Compass Group are acceptable as Benchmarkers as of the Effective Datea Benchmarker. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. *** The Parties will shall reasonably cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. Prior to conducting the Benchmarking, Benchmarker, Health Net and Supplier shall enter into commercially reasonable confidentiality agreements to protect the confidential information of Benchmarker, Health Net and Supplier. In the event Health Net or any Benchmarker requires either (i) onsite access to Supplier facilities or (ii) direct access to Supplier systems, Health Net or the Benchmarker, as applicable, shall comply with all reasonable security guidelines with respect to the benchmarking. (Cc) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, procedures which will shall be provided upon request to the Parties prior to the start of the benchmarking process. The Benchmarker will shall compare the Charges and Service Levels applicable to charges under this Agreement for the Services being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT operations (as applicable) by or for other entities. The Benchmarker will shall select the representative sample from entities (1i) identified by the Benchmarker and approved by the Parties and (2ii) identified by a Party and approved by the Benchmarker. The sample transactions shall be similar to the transaction contemplated by this Agreement and the service providers shall be similar to Supplier. The following conditions apply to the representative sample: (aA) it will shall include at least five and no more not less than eight entities, (b) it may include *** entities that have not outsourced IT operations, and (cB) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factorsSupplier. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will have At RCSI’s request, the right, commencing upon the second anniversary quality and pricing of the Effective Date and not more than once per 12-month period per Tower thereafterServices shall be measured to determine ***, to benchmark their respective customers (such process, the Charges for the Services at the Tower level upon 20 days’ notice to HPES“Benchmarking”). The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with With respect to Benchmarking, the management, delivery following shall apply: (i) The Parties will establish a joint RCSI - First Data Benchmarking committee (the “Benchmarking Committee”) comprised of an equal number of RCSI and receipt of the ServicesFirst Data Personnel. (Bii) A benchmarking under this Section Within thirty (30) days of formation, or by such other date as is agreed by the Parties, the Benchmarking Committee will be conducted by select a consultant (the “Benchmarker”) who is an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (to perform the “Benchmarker”)Benchmarking. HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of If the Effective Date. The fees and costs of Benchmarking Committee fails to select the Benchmarker will be shared equally by HPI such required date, RCSI may select one of Gartner Group, Compass Management Consulting Ltd. and HPES. The Parties will cooperate with Meta Group (or their successors) or any other entity proposed by First Data as the Benchmarker, including, as appropriate, and such choice shall be deemed accepted by making available the Benchmarking Committee. (iii) Each Party shall provide to the Benchmarker reasonable access to its knowledgeable personnel and pertinent documents and recordsrecords required to perform the Benchmarking. To the extent any document or record is subject to confidentiality obligations under an agreement with a third party, the Party having a duty of non-disclosure will use Commercially Reasonable Efforts to provide the required documents and records subject to appropriate redaction of the identity of such third party or if such redaction will not sufficiently comply with its obligations, each Party shall limit disclosure to such documents to which it has obtained third party consent for disclosure. The Services shall be Benchmarked in the aggregate, taking into account RCSI volumes (including mix of Services), then-current pricing, and then-current Service Levels, and the Benchmarker shall identify in writing to the Benchmarking Committee all variances which, in the aggregate, could be material, ***. Table of Contents (iv) If any variances that in the aggregate are unfavorable to RCSI are identified by the Benchmarker, First Data shall, upon agreement by the Benchmarking Committee, make the necessary adjustments to the pricing, Service Levels, and other components of this Agreement in order to ***. (Cv) The Benchmarker will perform first Benchmarking may not occur until after six (6) months following the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurredFinal Conversion Date, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and further Benchmarking may occur no more frequently than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factorsevery *** years thereafter. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will have 15.1. Transnet shall be entitled to, by written notice to the rightService Provider, commencing upon the second anniversary request that a Benchmark Review of any or all of the Effective Date and not more than once per 12-month period per Service Towers be carried out in order to establish whether a Benchmarked Service Tower thereafter, to benchmark is and/or the Charges for the Benchmarked Services at the Tower level upon 20 days’ as a whole are Good Value. Such written notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt shall specify which of the Services. Service Towers are to be benchmarked. Both Parties shall appoint the Benchmarking Company. Transnet shall not be entitled to carry out a Benchmark Review within 24 (Btwenty four) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (the “Benchmarker”). HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as months of the Effective Date. The fees and Subsequent Benchmark results of the same Services shall be applied at intervals of not less than 12 (twelve) months after the implementation of the preceding same Services Benchmark results. 15.2. For the avoidance of doubt, the Benchmark process may commence within 24 (twenty four) months of the Effective Date, however, the results of the Benchmark Review shall only be applied 30 (thirty) days from acceptance by both Parties, which acceptance shall not be unreasonably withheld or delayed, or from the beginning of the 30th (thirtieth) month of the Effective Date, whichever is the later. For subsequent Benchmark Reviews, the results of the Benchmark Review shall only be applied 30 (thirty) days from acceptance by both Parties, which acceptance shall not be unreasonably withheld or delayed, or from the beginning of the 13th (thirteenth) month of the last Benchmark results implementation, whichever is the later. 15.3. Each Party shall bear its own costs (other than the costs of the Benchmarker will Benchmarking Company) relating to a Benchmark Review. The costs and expenses of the Benchmarking Company shall be shared borne equally by HPI Transnet and HPESthe Service Provider unless the Benchmark Review finds that the Benchmarked Services are not Good Value, in which case these costs shall be borne by the Service Provider. 15.4. The Parties will cooperate shall require the Benchmarking Company to provide it with a plan, for both Parties’ approval, which shall include (a) a proposed timetable for the Benchmarker, including, as appropriate, by making available knowledgeable personnel Benchmark Review; (b) a description of the information that the Benchmarking Company requires each Party to provide; (c) a description of the benchmarking methodology to be used; (d) details of any entities which the Benchmarking Company proposes to include within the Comparison Group; and pertinent documents and records(e) details of the methodology to be used in arriving at a market based comparison of the Services. Neither Party may unreasonably withhold or delay its approval of the plan nor must any suggested amendments that either Party may propose be reasonable. (C) The Benchmarker 15.5. Once the plan is approved by both Parties, the Benchmarking Company will perform carry out the benchmarking Benchmark Review in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking processit. The Benchmarker will compare Service Provider shall fully co-operate with the Charges Benchmarking Company and Service Levels applicable shall (at its own cost) provide any information relating to the Services being benchmarked which may reasonably be requested by the Benchmarking Company as well as providing access to records, technical documentation, premises, equipment, systems and its employees as and when reasonably requested by the Benchmarking Company, subject to the costs being incurredBenchmarking Company agreeing to comply with the Service Provider's reasonable confidentiality restrictions. 15.6. The selection of the Comparison Group (both in terms of number and identity of entities) and Comparable Services shall be a matter for the Benchmarking Company's professional judgment. 15.7. The Benchmarking Company shall by applying the adjustment factors listed in clause 15.9 and from an analysis of the Comparable Services derive equivalent services data (the “Equivalent Services Data”), and to use such Equivalent Services Data to: 15.7.1. calculate the Upper Quartile and/or average service levels being provided, in a representative sample of IT operations by or for other entitieslevels; 15.7.2. compare the Fees attributable to the Benchmarked Services (having regard to the agreed Service Levels and Service Credits regime under this Agreement) with the Upper Quartile; and 15.7.3. compare the Service Levels attributable to the Benchmarked Services (having regard to the Fees and Service Credits regime under this agreement) with the average service levels. 15.8. The Benchmarker results pursuant to clause 15.7 and the subclauses thereunder, will select determine whether or not each Benchmarked Service Tower is, and/or the representative sample from entities Benchmarked Service Towers as a whole are, Good Value. 15.9. The Benchmarking Company shall have regard to the following matters when performing a comparative assessment of the Benchmarked Services and the Comparable Services in order to derive Equivalent Services Data: 15.9.1. the contractual and business environment under which the Services are being provided (1) including the scope, scale, complexity and geographical spread of the Services); 15.9.2. any relevant and applicable investment and development costs of the Service Provider; 15.9.3. the Service Provider's risk profile including the financial, performance or liability risks associated with the provision of the Services as a whole; 15.9.4. the extent of the Service Provider's management and contract governance responsibilities; and 15.9.5. any other factors reasonably identified by the Benchmarker and approved by Service Provider, which, if not taken into consideration, could unfairly cause the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply Service Provider's pricing to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing appear inflated or payment streams, and other pertinent factorsnon-competitive. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (A) HPI will 6.5.1. Not earlier than [***], Company shall have the right, commencing upon but not the second anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterobligation, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice conduct a measurement and comparison benchmarking process to HPES. The purpose of any benchmarking exercise is compare [***] to ensure that HPI Company is receiving competitive market pricing [***], given the nature, volume and Service quality with respect type of Services provided by Amdocs hereunder (taking into account the volume of Services, the skill sets and geographical location of the Personnel and other such factors necessary to ensure a like-for-like comparison to the management, delivery and benchmark comparator group) (the “Benchmarking Process”). Upon Amdocs’ receipt of notice of Company’s intent to exercise its benchmarking right, the Services. Parties shall agree on a pool of suitably qualified, experienced and independent benchmarkers generally in the business of conducting such measurements and comparisons. The pool of benchmarkers shall not include any Person that is an Amdocs Competitor. It is the Parties’ intention that they shall jointly select the benchmarker to carry out the Benchmarking Process. However, in the event that the Parties are unable to agree as to the identification of such benchmarker, after escalation of this matter to Company’s Senior Vice President (BIT) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES Amdocs’ Vice President, then Company may utilize any Third Party benchmarker from the pool to perform the Benchmarking Process (the “Benchmarker”). HPES agrees that each of IDC, Forrester The Benchmarker will review its benchmarking methodology with Company and Gartner are acceptable as Benchmarkers as Amdocs and the Parties shall agree to the criteria used for selection of the Effective Datebenchmark comparator group prior to commencement of the Benchmarking Process. Amdocs shall have reasonable * Confidential treatment has been requested. The redacted material has been separately filed with the Commission. opportunities to make submissions to the Benchmarker as to the performance of the Services and the related pricing. Company shall pay the fees and costs expenses charged by the Benchmarker (which fees will not be contingency-based). Amdocs’ cooperation with the Benchmarker shall be conditioned on the Benchmarker’s compliance with Amdocs’ commercially reasonable confidentiality requirements; provided, that, Amdocs shall not be obligated to disclose Confidential Information related to any of Amdocs’ or its Affiliates’ other clients to the Benchmarker. The Benchmarking Process shall be conducted so as not to unreasonably disrupt Amdocs’ operations under this Agreement (including so as not to lead to any material impact on the Service Levels). 6.5.2. In conducting the Benchmarking Process, the Benchmarker will be shared equally obtain and examine information relating to [***], provided on an outsourced basis by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking processa similarly situated information technology service provider. The Benchmarker will compare collect information concerning the Charges outsourcing of services which are of a similar nature (including service level commitments), type and Service Levels applicable aggregate volume to the Services then being benchmarked provided by Amdocs hereunder from similarly situated information technology service providers for the provision of services similar to the costs being incurredServices in order to establish meaningful comparables. Further, and service levels being provided, in a representative sample of IT operations by or for other entitiesthe Benchmarker will consider the following factors solely to the extent that the Parties agree that such factors are relevant: [***] 6.5.3. The Benchmarker shall provide to Amdocs and Company a copy of the Benchmarker’s report and shall meet with Company and Amdocs to review results prior to the report being considered final. Such review will select include disclosure of information related to the representative sample from entities makeup of the comparator group with sufficient granularity to ensure that the comparators chosen meet the requirements specified for inclusion in the comparator group. Following such meeting, Amdocs shall have up to [***] (1) identified by the Benchmarker and approved or such longer period as may be agreed to by the Parties taking into account the nature of the findings) to review and (2) identified by a Party and approved by respond to such report. If Amdocs reasonably believes that the Benchmarker. The following conditions apply to ’s report contains material errors or inaccuracies of fact or calculation, Amdocs shall notify Company and the representative sampleBenchmarker by: (a) it will include at least five and no more than eight entities, specifying the errors or inaccuracies; (b) it may include entities providing any report, data or other evidence that have not outsourced IT operationsdemonstrates, supports or justifies Amdocs’ belief; and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes proposing amendments to the Benchmarker’s proposed report necessary to correct the errors or inaccuracies. Company and the Benchmarker shall review any such notice given by Amdocs and respond in writing. If the Parties do not agree on the appropriate course of action relating to error correction or if the Parties are unable to agree upon the validity of such findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue matter shall be resolved pursuant to Section 17.11 of this Agreement. If the Parties agree, as a final report result of its such internal dispute resolution process, to make changes to the findings and conclusions. (E) If, in the final report of the Benchmarker, report then the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be requiredamended to reflect any changes agreed to * Confidential treatment has been requested. If HPES does not provide a plan or implement such plan to reduce The redacted material has been separately filed with the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5Commission.

Benchmarking. (Aa) HPI will have the right, commencing upon the second anniversary The Customer may engage a Benchmarker to benchmark all of the Effective Date and not more than once per 12-month period per Tower thereafter, to benchmark Services provided hereunder or solely the Charges for portions of the Services at covered by an individual Service Tower or Service Category, which Service Categories are identified in Exhibit 6, the Tower level upon 20 days’ notice to HPES“Service Categories” Exhibit, attached hereto. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt results of the ServicesBenchmark Process are to determine if the Fees and Services are competitive given the nature, volume and type of Services provided by the Service Provider hereunder. (Bb) A benchmarking under this Section will The Benchmark Process may be conducted initiated by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (the Customer in the manner specified in Exhibit 5, the “Benchmarker”)Benchmarking” Exhibit. HPES agrees that each of IDC, Forrester The Customer and Gartner are acceptable as Benchmarkers as the Service Provider shall engage any one of the Effective Date. The fees and costs Benchmarkers identified in the relevant “Approved Benchmarkers” Schedule to Exhibit 5, the “Benchmarking” Exhibit, or other mutually agreed benchmarker, provided, that the Benchmarker shall not be any of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with competitors of the BenchmarkerService Provider listed in Schedule 20.1, includingthe “Service Provider Competitors” “Schedule”, as appropriateto Exhibit 20, by making available knowledgeable personnel and pertinent documents and recordsthe “Competitors” Exhibit. (Cc) The Customer, the Service Provider and the Benchmarker will perform shall conduct the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided Benchmark Process according to the Parties prior methodology set forth in Exhibit 5, the “Benchmarking” Exhibit. (d) Any Benchmarker engaged by the Customer shall agree in writing to be bound by the start of the benchmarking processapplicable confidentiality and security provisions specified in this Agreement. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by Each Party shall co-operate fully with the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply shall provide reasonable access to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used during such effort to permit Benchmarker to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factorsBenchmarking. (De) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity shall provide, and ensure that its subcontractors (but no more than 30 days) to review, comment on and request changes to excluding in the Benchmarker’s proposed findings. Within 10 days case of receiving any comments from the PartiesCustomer, the Benchmarker will issue a final report of Service Provider and its findings subcontractors) provide, all necessary cooperation, information, documents and conclusionsassistance reasonably required to perform the Benchmarking. (Ef) If, Benchmarking shall not result in the final report of the Benchmarker, the Charges for the benchmarked Services are not any increase in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject any Fees to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5Customer.

Benchmarking. (Aa) HPI will have At RFS’ request, the right, commencing upon the second anniversary quality and pricing of the Effective Date and not more than once per 12-month period per Tower thereafterServices shall be measured to determine ***, to benchmark their respective customers (such process, the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the Services“Benchmarking”). (Bb) A benchmarking under this Section With respect to Benchmarking, the following shall apply: (i) The Parties will be conducted establish a joint RFS-First Data Benchmarking committee (the “Benchmarking Committee”) comprised of an equal number of RFS and First Data Personnel. (ii) Within thirty (30) days of formation, or by such other date as is agreed by the Parties, the Benchmarking Committee will select a consultant (the “Benchmarker”) who is an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (to perform the “Benchmarker”)Benchmarking. HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of If the Effective Date. The fees and costs of Benchmarking Committee fails to select the Benchmarker will be shared equally by HPI such required date, RFS may select one of Gartner Group, Compass Management Consulting Ltd., and HPES. The Parties will cooperate with Meta Group (or their successors) or any other entity proposed by First Data as the Benchmarker, including, as appropriate, and such choice shall be deemed accepted by making available the Benchmarking Committee. (iii) Each Party shall provide to the Benchmarker reasonable access to its knowledgeable personnel and pertinent documents and records.records required to perform the Benchmarking. To the extent any document or record is subject to confidentiality obligations under an agreement with a third party, the Party having a duty of non-disclosure will use Commercially Reasonable Efforts to provide the required documents and records subject to appropriate redaction of the identity of such third party or if such redaction will not sufficiently comply with its obligations, each Party shall limit disclosure to such documents to which it has obtained third party consent for disclosure. The Services shall be Benchmarked in the aggregate, taking into account RFS volumes (including mix of Services), then-current pricing, and then-current Service Levels, and the Benchmarker shall identify in writing to the Benchmarking Committee all variances which, in the aggregate, could be material, *** (Civ) The Benchmarker will perform If any variances that in the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided aggregate are unfavorable to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable to the Services being benchmarked to the costs being incurred, and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) RFS are identified by the Benchmarker and approved Benchmarker, First Data shall, upon agreement by the Parties and (2) identified by a Party and approved by Benchmarking Committee, make the Benchmarker. The following conditions apply necessary adjustments to the representative sample: (a) it will include at least five and no more than eight entitiespricing, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In conducting the benchmarking, the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streamsService Levels, and other pertinent factors.components of this Agreement in order to *** (Dv) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s RFS may request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will be provided a reasonable opportunity (but Benchmarking no more frequently than 30 days) to review, comment on and request changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue a final report of its findings and conclusionsevery ***. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5.

Benchmarking. (Aa) HPI will have [***] during the rightTerm commencing [***] (with intent to complete the benchmark and make any adjustments resulting from the benchmark effective at the beginning of [***], commencing upon the second anniversary of the Effective Date and not more than once per 12Triple-month period per Tower thereafter, to S may benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality under this Agreement in accordance with respect to the management, delivery and receipt of the Servicesthis Section ‎14.8. (Bb) A benchmarking under this Section will shall be conducted by an independent industry-recognized benchmarking service provider designated by HPI Triple-S and reasonably approved by HPES Supplier (the “‘Benchmarker”’). HPES Supplier agrees that each of IDC, Forrester and Gartner are [***] is acceptable as a Benchmarker. If Supplier rejects any other Benchmarker suggested by Triple-S, Supplier shall also provide Triple-S with the names of three (3) other Benchmarkers as of the Effective Datethat would be acceptable to Supplier. The fees and costs of the Benchmarker will be shared equally by HPI and HPES[***]. The Parties will shall cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (Cc) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will procedures that shall be provided to the Parties prior to the start of the benchmarking process and as part of the Benchmarker selection process. The Benchmarker will shall compare the Charges and Service Levels applicable to for the Services under this Agreement being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT operations by or for other entitiessimilar services. The Benchmarker will shall select the representative sample from entities (1i) identified by the Benchmarker and approved by the Parties and Parties, or (2ii) identified by a Party agreement of the Parties and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will sample shall include at least five and no more than eight entities, [***]. (bd) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPESThe Benchmarker shall conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker will shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of servicesservice, scope of services, service levels, financing or payment streams, service delivery locations and other pertinent factors. . Supplier will provide to the Benchmarker reasonably detailed information about the component elements of Supplier’s charges and pricing methods under this Agreement (D) The although if Supplier fails to do so the Benchmarker shall proceed with such assumptions as it determines are reasonable under the circumstances), and the Benchmarker shall gather and utilize reasonably detailed information with respect to the representative samples being used for comparison. At the appropriate stage early in the process; but, in any event, prior to completing its report, the Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to meet with the Parties within 120 days following receipt of HPIand describe in reasonable detail the steps that the Benchmarker proposes to take to normalize the data for comparison. The Parties shall have a reasonable opportunity to comment on those steps, and the Benchmarker shall incorporate into its normalization process the reasonable suggestions made by either Party; provided that if those suggestions are in conflict, the Benchmarker’s requesthave the discretion to make the final determination. Each After the Benchmarker issues its preliminary report, each Party will shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on on, and request changes to in the Benchmarker’s proposed findingspreliminary report. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions, indicating what it believes all the Charges would be at the[***] (viewed from the perspective of most beneficial to Triple-S (e.g., lowest charges shall be the “best” charges)). In doing so, the Benchmarker will set [***]. (Ee) If, If in the final report of the Benchmarker, the Charges to Triple-S for the benchmarked Services are not in greater than the top third [***] of the representative sample sample, (viewed from i) the perspective most favorable Parties shall meet and work in good faith to HPI), then HPES will develop a plan for HPI’s review and approval to bring adjust the Charges in an attempt to achieve such [***]; and (ii) if the Parties are unable to agree on and document in an amendment such adjustment within the top third within 90 days [***] after the Benchmarker’s issuance of the Benchmarker publishes its final report, Triple-S shall have the right to terminate this Agreement (including the SOWs executed under this Agreement) [***] notice to Supplier. HPES will implement such plan once approved by HPI. If, If in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third [***] of the representative sample (viewed from sample, there shall not be an adjustment to the perspective most favorable to HPI), then Charges. In no further action case will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5be [***].

Benchmarking. (A) HPI will have XX Xxxxx reserves the rightright from time to time, commencing upon at its discretion, beginning in the second anniversary year of the Effective Date this Agreement and not with respect to a complete benchmark no more than once per 12-month period per Tower thereafterannually, to benchmark obtain the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose services of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the Services. (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES third party (the “Benchmarker”)) to benchmark the charges for help-desk Services. HPES agrees that each The pool of IDC, Forrester and Gartner are acceptable as Benchmarkers as potential benchmarkers shall consist of the Effective Datefollowing third party firms: (a) Gartner Group; (b) Compass; (c) Meta; and (d) Everest. Additional third parties may be added if one or more of the pre-approved benchmarkers is unavailable, so long as they are independent (i.e., not a competitor of HP or an outsourcing consultant to XX Xxxxx), are experienced in conducting benchmarking in the relevant industry and region, and possess the information necessary to arrive at an objective and proper result. If none of the pre-approved benchmark service providers is available to perform the benchmark services, then the parties will use best efforts to agree upon a third party qualified to perform the services. If the Parties do not agree within twenty (20) business days of XX Xxxxx’x request, then the third party shall be designated by XX Xxxxx. XX Xxxxx will bear the costs and expenses of conducting the benchmark and all results of the benchmark and materials created pursuant to the Benchmark shall be XX Xxxxx’x sole and exclusive property and Confidential Information. The fees and costs of the Benchmarker will be shared equally by HPI and HPES. The Parties will cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (C) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, procedures which will shall be provided to the Parties prior to the start of the benchmarking processprocess and to which the Parties may comment prior to the benchmarking, as modified herein. The Benchmarker will shall compare the Charges and Service Levels applicable to costs, charges and/or performance of the Services under this Agreement, as appropriate, for the Services being benchmarked to the costs being incurredcosts, and service levels being providedcharges, and/or performance in a representative sample of well-managed IT operations by or for other entitiesperforming services similar to the Services. The Benchmarker will shall select the representative sample from entities (1x) identified by the Benchmarker and approved by the Parties Benchmarker, and (2y) identified by a Party and approved by the Benchmarker. The following conditions apply to the representative sample: (a) it will include at least five and no more than eight entities, (bi) it may include entities that have not outsourced IT operations, and (cii) it may include entities that are outsourcing customers of HPESHP. The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker will shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s request. Each Party will shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on and request changes to in the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (E) If, in which final report shall be the property and Confidential Information of XX Xxxxx. Based upon the final report results of such benchmarking, including the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed aggregate results from the perspective most favorable customer satisfaction surveys, HP shall cooperate with XX Xxxxx to HPI)investigate variances, then HPES will develop a plan for HPI’s review if any, and approval to bring take corrective action to respond to any deficiencies; provided that, if such results show that the Charges within Fees paid by XX Xxxxx are higher than the top third within 90 midpoint of fees charged with respect to other well managed outsourcing organizations, HP shall have sixty (60) days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges Fees charged hereunder accordingly. Any dispute as required by this Sectionto such deficiencies, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard variances or reduction shall be resolved pursuant to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 529.

Benchmarking. (A) HPI will 5.7.1 Textron shall have the rightright during the Term, commencing upon beginning as of the second [***] anniversary of the Effective Date and not more than once per 12-month period per Tower thereafterSignature Date, to benchmark the Service Charges for all of the Services at in one or more Towers of Services, provided that the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt of the ServicesServices for an individual Tower of Services cannot be undertaken more than [***]. (B) 5.7.2 A benchmarking under this Section will shall be conducted by an independent industry-industry recognized benchmarking service provider designated by HPI Textron and approved by HPES CSC (the “Benchmarker”). HPES , which approval shall not be unreasonably withheld or delayed, and CSC agrees that [***] and [***] are each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of the Effective DateBenchmarker. The fees and costs of Textron shall pay the Benchmarker will be shared equally by HPI and HPEScharges for the Benchmarker. The Parties will shall each, at their own cost, cooperate with the BenchmarkerBenchmarker and provide reasonable information requested by the Benchmarker relating to the Services, including, as appropriate, by (including making available knowledgeable personnel Personnel and pertinent documents and recordsrecords but excluding CSC’s cost data) subject to the Benchmarker agreeing to comply with reasonable confidentiality restrictions. (C) 5.7.3 The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will procedures and shall compare the Service Charges and Service Levels applicable to under this Agreement for the Services being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT information technology operations run by or for other entities. The Benchmarker will shall select the representative sample from entities entities: (1a) identified by the Benchmarker and approved by the Parties and Parties, such approval not to be unreasonably withheld; and (2b) identified by a Party and approved by the Benchmarker. . 5.7.4 The following conditions shall apply to the representative sample: sample contemplated in Section 5.7.3: (a) it will the representative sample shall include at least five and no more than eight [***] ([***]) entities, ; (b) it may include entities that have not outsourced IT operations, and information technology operations to entities similar to CSC; and (c) it the representative sample may include entities that are outsourcing customers of HPESCSC. 5.7.5 The Benchmarker is to conduct a benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker will shall normalize the data used to perform the benchmarking to accommodate, as appropriate, accommodate (a) differences in volume of services, scope of services, service levels, location, financing or payment streamsstreams between the Services and services performed for the comparison entity or entities, (b) the proportion of the Services in the individual Tower(s) of Services being benchmarked to the aggregate of Services provided by CSC and the pricing for such Services, and (c) other pertinent factors. (D) The Benchmarker will commence factors as determined by the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s requestBenchmarker. Each Party will shall be provided a reasonable the opportunity (but no more than 30 days) to review, comment on and request changes to in the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (E) 5.7.6 If, in the final report of the BenchmarkerBenchmarker after normalization, the Charges charges to Textron under this Agreement for the benchmarked Services are not in the top third [***], then either of the representative sample following shall apply: (viewed from a) CSC shall give Textron written notice within [***] after issuance of Benchmarker’s final report that CSC accepts such final report, and CSC will promptly develop a plan and schedule, subject to approval of Textron, to bring CSC within the perspective most favorable [***] in a reasonable amount of time but in no event longer than [***] after the final report being issued. CSC shall then implement the plan and achieve the [***] in the designated period of time; or (b) if CSC (i) does not provide notification, (ii) fails promptly to HPIdevelop a plan and schedule to the approval of Textron, or (iii) fails to implement the plan and achieve the [***] in the designated period, all as contemplated in Section 5.7.6(a), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for Textron may terminate the benchmarked Services are within the top third or any portion of the representative sample (viewed from the perspective most favorable to HPI)them, then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to compliance with the payment of any applicable termination charges provisions set forth in Section 7.2(B) 12 of Schedule 5D (Pricing), by giving CSC not less than [***] written notice. In the case of termination by Textron of Services in accordance with this Section, the charges payable under this Agreement for continuing Services shall be decreased to reflect the Services that are terminated. (c) In the event either Party disputes the final report and requests a subsequent benchmarking, the requesting Party shall pay for the subsequent Benchmarker.

Benchmarking. (Aa) HPI will Kanawha shall have the rightright to benchmark CGI's charges for the Services, commencing upon provided that (i) no benchmarking shall occur prior to the second anniversary thirtieth (30th) month of the Effective Date Term; and (ii) benchmarking may not more than once per 12be conducted within twenty-month period per Tower thereafter, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is to ensure that HPI is receiving competitive market pricing and Service quality with respect to the management, delivery and receipt four (24) months of the Servicesconclusion of a previous benchmarking. (Bb) A benchmarking under this Section will shall be conducted by an independent industry-recognized benchmarking service provider designated by HPI Kanawha and approved by HPES CGI (the “"Benchmarker”"). HPES CGI agrees that Gartner Group/Real Decisions, Meta Group, and Compass are each of IDC, Forrester and Gartner are acceptable as Benchmarkers a Benchmarker as of the Effective Date; provided, however, that the parties may agree on an alternate Benchmarker with notice to CGI. The fees and Kanawha shall bear the costs of the Benchmarker will be shared equally by HPI and HPESBenchmarker. The Parties will parties shall cooperate with the Benchmarker, including, as appropriate, by making available knowledgeable personnel and pertinent documents and records. (Cc) The Benchmarker will shall perform the benchmarking in accordance with the Benchmarker’s 's documented procedures, which will shall be provided to the Parties parties prior to the start of the benchmarking process. The Benchmarker will shall compare the Charges and Service Levels applicable charges under this Agreement for the Services to the Services charges being benchmarked to the costs being incurred, and service levels being provided, incurred in a representative sample of IT operations by or for other entitiesU.S.-based life and health insurance companies receiving services similar to those being received by Kanawha from CGI. The Benchmarker will shall select the representative sample from entities (1i) identified by the Benchmarker and approved by the Parties parties; and (2ii) identified by a Party party and approved by the Benchmarker. Benchmarker and the other party. (d) The following conditions apply to Benchmarker shall conduct a benchmarking as promptly as is prudent in the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPEScircumstances. In conducting the benchmarking, the Benchmarker will shall normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. (D) The Benchmarker will commence , including factors that take into account the financial structure of this Agreement. Since CGI's pricing to Kanawha is aggregated, the benchmarking exercise within 30 days following receipt shall be for all of HPI’s request and issue its initial the Services collectively; however, the Benchmarker may report to the Parties within 120 days following receipt parties on the components of HPI’s requestCGI's pricing in any manner it deems appropriate. Each Party will party shall be provided a reasonable opportunity (but no more than 30 days) to review, comment on on, and request changes to in the Benchmarker’s 's proposed findings. Within 10 days of receiving any comments from the PartiesFollowing such review and comment, the Benchmarker will shall issue a final report of its findings and conclusions. (Ee) If either party disputes in good faith the results of the Benchmarker, then within ten (10) business days after receipt of the results, that party, at its sole expense and election, may select another Benchmarker to verify those results. Such Benchmarker shall be required to issue its results in a period of time that is no longer than the initial Benchmarker required for its analysis. (f) If the Benchmarkers reasonably agree that the findings of the second Benchmarker do not differ materially from the findings of the first Benchmarker, then the first benchmarking report shall be deemed the "final benchmarking report" for the purposes of this Section. If the Benchmarkers reasonably agree that the findings of the second Benchmarker differ materially from the findings of the first Benchmarker, then the parties shall instruct the Benchmarkers to work together to jointly develop and deliver to the parties a joint benchmarking report within thirty (30) calendar days, and this benchmarking report shall be deemed the "final benchmarking report" for purposes of this Section. The parties shall share equally the costs of the Benchmarkers for the development of the joint benchmarking report unless the second Benchmarker has been retained by Kanawha, in which case Kanawha shall bear the costs for development of the joint benchmarking report. (g) If, in the final report benchmarking report, the charges to Kanawha under this Agreement for the Services are higher than the average adjusted charges in the representative sample, then CGI shall, within thirty (30) calendar days of receipt of the Benchmarkerfinal benchmarking report, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable to HPI), then HPES will develop a plan for HPI’s review and approval schedule, with Kanawha's cooperation and review, to bring CGI's charges to Kanawha to or below that average as soon as Commercially Reasonable. CGI then shall implement the Charges within plan and achieve the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, benchmark target in the final report designated period of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5time.

Benchmarking. (A) HPI will have the rightWith Investors’ direction and cooperation, commencing upon the second anniversary and as part of the Effective Date Services, Provider shall conduct a benchmarking program (“Benchmarking”) that shall enable Investors to compare the Annual Service Fees (including Add Charges, Delete Credits and not more than once per 12-month period per Tower thereafterMonthly Usage Charges) and MASLs set forth in this Agreement with, to benchmark the Charges for the Services at the Tower level upon 20 days’ notice to HPES. The purpose of any benchmarking exercise is and to ensure that HPI is receiving said Annual Service Fees and MASLs are competitive market pricing with rates and Service quality practices available from Provider’s competitors for services comparable to the Services provided hereunder. [*] Provider shall work with either Gartner Measurement, or, as the Parties mutually agree, another independent and professional benchmarking firm with substantial experience in the field of benchmarking the type of services provided under this Agreement. For purposes of this Section 6.5, and during the Term, in the event the parties are unable to otherwise agree upon a benchmarking firm, unless otherwise disqualified, Gartner Measurement shall be deemed reasonably acceptable by both parties. The selected firm shall not be a competitor of Provider or its Subcontractors in the information technology markets with respect to the management, delivery provision of services similar to the Services and receipt shall be engaged on a fee basis and not on a contingency or other incentive based compensation scheme. Provider shall pay [*] of the Services. (B) A benchmarking under this Section will be conducted by an independent industry-recognized benchmarking service provider designated by HPI and approved by HPES (the “Benchmarker”). HPES agrees that each of IDC, Forrester and Gartner are acceptable as Benchmarkers as of the Effective Date. The all fees and costs of charges paid to such benchmarking firm, to conduct the Benchmarker will be shared equally by HPI and HPESBenchmarking. The Parties will shall cooperate fully with the Benchmarker, including, as appropriate, by making available knowledgeable personnel benchmarking firm to facilitate a smooth and pertinent documents and records. (C) The Benchmarker will perform the benchmarking in accordance prompt collection of data with the Benchmarker’s documented procedures, which will be provided to the Parties prior to the start of the benchmarking process. The Benchmarker will compare the Charges and Service Levels applicable respect to the Services being benchmarked benchmarked. Investors and Provider will make good faith efforts to agree promptly, in advance and in writing, to the costs being incurredbenchmark process, methodology and service levels being provided, in a representative sample of IT operations by or for other entities. The Benchmarker will select the representative sample from entities (1) identified by the Benchmarker and approved by the Parties and (2) identified by a Party and approved by the Benchmarker. The following conditions apply minimum criteria to the representative sample: (a) it will include at least five and no more than eight entities, (b) it may include entities that have not outsourced IT operations, and (c) it may include entities that are outsourcing customers of HPES. In be used when conducting the benchmarking, Benchmarking and when establishing the Benchmarker will normalize the data used to perform the benchmarking to accommodate, as appropriate, differences in volume of services, scope of services, service levels, financing or payment streams, and other pertinent factors. (D) The Benchmarker will commence the benchmarking exercise within 30 days following receipt of HPI’s request and issue its initial report to the Parties within 120 days following receipt of HPI’s requestrelevant comparison price. Each Party shall have the opportunity to advise the benchmarking firm of any information or factors that it deems relevant to the conduct of the Benchmarking, so long as such information is disclosed to the other Party. The benchmarking firm shall provide reports on the Benchmarking exclusively to Investors and Provider for their internal use only, and shall not otherwise use or disclose such reports or data or information related thereto. In the event that, after negotiating in good faith, the Parties are unable to mutually agree on an acceptable Annual Service Fees or MASLs adjustment, then at Investors option, Investors may elect to adjust the Annual Service Fees as follows: [*] In addition to the foregoing, Provider will be provided a reasonable opportunity (but no more than 30 days) to reviewalso discuss and propose alternatives for further Annual Service Fees, comment on and request Services scope, MASLs or SLRs changes to the Benchmarker’s proposed findings. Within 10 days of receiving any comments from the Parties, the Benchmarker will issue deliver a final report of its findings and conclusions. (E) If, in the final report of the Benchmarker, the Charges for the benchmarked Services are not in the top third of the representative sample (viewed from the perspective most favorable lower price point to HPI), then HPES will develop a plan for HPI’s review and approval to bring the Charges within the top third within 90 days after the Benchmarker’s issuance of the final report. HPES will implement such plan once approved by HPI. If, in the final report of the Benchmarker, the Charges for the benchmarked Services are within the top third of the representative sample (viewed from the perspective most favorable to HPI), then no further action will be required. If HPES does not provide a plan or implement such plan to reduce the Charges as required by this Section, then HPI may, upon 90 days’ notice to HPES, terminate this Agreement without regard to Section 29.1, in whole or in part, without cost or penalty subject get closer to the payment of any applicable termination charges set forth in Section 7.2(B) of Schedule 5comparison price. Investors shall also have the option, [*].