MASTER TRANSITION SERVICES AGREEMENT

Exhibit 10.4

MASTER TRANSITION SERVICES AGREEMENT

          This Master Transition Services Agreement (this “Agreement”) is entered into as of October 25, 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”). Each of ITT, Exelis and Xylem is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the “Distribution Agreement”).

W I T N E S S E T H :

          WHEREAS, the Board of Directors of ITT has determined that it is appropriate, desirable and in the best interests of ITT, ITT’s shareholders and ITT’s other constituents, to separate, pursuant to and in accordance with the Distribution Agreement, ITT into three separate, publicly traded companies, one for each of (i) the ITT Retained Business, which shall be owned and conducted, directly or indirectly, by ITT, (ii) the Defense Business, which shall be owned and conducted, directly or indirectly, by Exelis and (iii) the Water Business, which shall be owned and conducted, directly or indirectly, by Xylem.

          WHEREAS, in order to provide for an orderly transition under the Distribution Agreement, each of ITT, Exelis and Xylem desire to provide to the other certain services for specified periods following the Distribution Date, all in accordance with and subject to the terms and conditions set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein, the Parties agree as follows:

     1. Services Provided.

          (a) With respect to each Service (as defined in Section 1(b)), the Party required to provide such Service is the “Service Provider” and the other Party is the “Service Recipient”. In performing the Services, Service Provider and each of its Affiliates shall use commercially reasonable efforts to provide, or to ensure that any Third Party Provider (as defined in Section 1(b)) shall provide, the Services in the same manner, within the same amount of time and at the same level of service (including, as applicable, with respect to type, frequency, quality, and quantity), with the same degree of reasonable skill and care and with the same level of security and control as provided and used in providing the Services during the twelve month period prior to the Distribution Date (excluding any actions taken in contemplation of the Distribution). Notwithstanding the foregoing, if there is an increase in the complexity of a Service (whether as a result of increased quantity or quality, changing frequency or regulatory requirements or otherwise), Service Recipient acknowledges and agrees that such Service may not be provided within the same amount of time as it had previously taken during such period, and, in such a case, Service Provider and each of its Affiliates shall use commercially reasonable efforts to provide, or to ensure that any Third Party Provider shall provide, such Service in a timely manner. Notwithstanding anything herein to the contrary, the Services are to be provided in a manner that does not disparately treat Service Recipient (or its Subsidiaries or its or their

personnel or business) as compared to Service Provider’s treatment of itself (or its Affiliates or its or their personnel or business) in connection with the provision of a Self-Service (as defined in Section 2(a)(v)).

          (b) During the period commencing on the Distribution Date and ending on the date that is two (2) years from the date hereof, unless an earlier or later date is otherwise specified for a Service on Schedule A, Schedule B or Schedule C hereto (for each such Service, such end date being herein referred to as the “Termination Date”, with Schedule A, Schedule B and Schedule C being herein referred to as the “Services Schedules”), Service Provider shall provide, or shall cause one or more of its Affiliates or a contractor, subcontractor, vendor or other third-party service provider (each, a “Third Party Provider”) to provide, upon the terms and subject to the conditions set forth herein, the services described on the Services Schedules, including under the headings “General Services Description” and “Scope of Services” (the “Services”); provided, Service Provider shall obtain the consent of Service Recipient (not to be unreasonably withheld, delayed or conditioned) in the event any such Service is to be provided by a Third Party Provider or Affiliate if such Services were not provided by such Third Party Provider or Affiliate to Service Recipient during the twelve month period prior to the Distribution Date; provided further, Service Provider shall remain primarily responsible for the performance by any such Affiliate or Third Party Provider of its obligations hereunder. Irrespective of whether Service Provider, an Affiliate or a Third Party Provider is providing a Service, Service Recipient may direct that any such Service be provided directly to Service Recipient or any other member of such Party’s Group.

          (c) Each Service provided hereunder shall be terminated on its applicable Termination Date (as defined in Section 1(b)), unless otherwise terminated earlier by Service Recipient pursuant to Section 11. Service Provider shall be under no obligation to provide a Service to Service Recipient after the Termination Date applicable to such Service, except to the extent otherwise agreed in writing by Service Provider and Service Recipient.

     2. Consideration.

          (a) Costs and Fees.

     (i) For each Service, Service Recipient shall pay (in accordance with Section 2(b)) Service Provider an amount equal to the Monthly Costs (as defined in Section 2(a)(i)(1)); provided that (i) for any Service performed from and after January 1, 2012 through and including the day before the expiration date of the Minimum Service Period (as defined in Section 11(b)) for such Service, Service Recipient shall pay, along with and in addition to such Monthly Costs, an amount equal to 2% of such Monthly Costs and (ii) for any Service performed from and after the expiration date of the Minimum Service Period for such Service through and including the date as of which the provision of such Service hereunder has been terminated, Service Recipient shall pay, along with and in addition to the Monthly Costs, an amount equal to 10% of such Monthly Costs, unless, upon request by Service Recipient to terminate a Service, Service Provider is unable to transition the Service to Service Recipient or its designated Subsidiary in a commercially reasonable manner which does not unduly disrupt the Service and as a result, Service Recipient is unable to terminate such Service on or after the date on which

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the Minimum Service Period expires (in which case any third party, out-of-pocket costs resulting to Service Recipient shall be shared in accordance with Section 11(b)).

     (1) The “Monthly Costs” for each Service shall be an amount equal to the sum of (A) the costs or expenses incurred as set forth on the applicable Services Schedule; provided that if a Services Schedule is silent regarding costs and expenses, the amount under this subsection (A) shall be equal to Service Provider’s allocated costs (including salary, wages and benefits, but excluding severance and retention costs, which shall be handled pursuant to Section 2(a)(ii)) for any of its (or its Affiliates’) employees involved in providing Services, plus (B) any reasonable out-of-pocket costs and expenses incurred in connection with retaining Third Party Providers, including any fees for any Third Party Consent or Alternate Method, or pursuing any warranty or indemnity against a Third Party Provider in accordance with Section 3(d); provided that Service Recipient shall only be responsible for 50% of the fees for any Third Party License, with Service Provider responsible for the other 50%, plus (C) any sales, transfer, goods, services, value added, gross receipts or similar taxes, fees, charges or assessments (including any such taxes that are required to be withheld); provided that the Parties agree to use commercially reasonable efforts to minimize any such tax with respect to the Services, plus (D) other reasonable miscellaneous out-of-pocket costs and expenses; provided, however, that any such expenses exceeding $5,000 per month for each Service (other than routine business travel and related expenses) shall require advance approval of Service Recipient. The Monthly Costs for a Service shall not include any severance and retention costs incurred by Service Provider as a result of retaining the necessary employees to supply such Service to Service Recipient in accordance with the terms of this Agreement, which costs shall be handled pursuant to Section 2(a)(ii) below.

     (2) Any costs and expenses provided for on a Services Schedule shall be subject to an increase of 4.5% per annum beginning on January 1, 2012 in order to adjust for inflation.

     (3) Service Provider shall notify Service Recipient of any event that may reasonably be expected to increase the Monthly Costs by more than 5%.

     (ii) Subject to the terms of this Section 2(a)(ii), Service Provider shall use commercially reasonable efforts to retain its workforce required to provide the Services and, consistent with its severance and retention policies then in effect, may make severance and retention payments to employees providing the Services. As provided for on Annex A (the “Severance and Retention Schedule”), Service Recipient shall be responsible for the percentage as therein provided of Service Provider’s actual severance and retention costs (which are estimated in the Severance and Retention Schedule) for those individuals or job descriptions as set forth therein; provided that Service Recipient shall only be so responsible for its portion of severance costs if such costs were incurred as a result of terminating such an employee in connection with the termination of a Service; provided further that (a) if the severance and retention costs change from the

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estimates provided in the Severance and Retention Schedule, Service Recipient shall be responsible for its percentage of such costs so long as such change in costs is consistent with the Service Provider’s severance and retention policies as then in effect and (b) any such employee is actually terminated and not rehired for at least ninety (90) days following such termination. Service Provider shall prepare and deliver, within thirty (30) days following the end of each quarterly period ending each March 31, June 30, September 30 and December 31 (it being understood that the first such period shall be shorter than one quarter), to Service Recipient an invoice setting forth the amount of severance and retention costs to be paid by Service Recipient in accordance with the foregoing provisions of this Section 2(a)(ii), which invoice Service Recipient shall pay pursuant to the terms of Section 2(b).

     (iii) Unless the Parties otherwise agree in writing, (i) where Services are provided in a country outside of the United States by a Person located in the same country, amounts shall be invoiced and paid in the local currency of the entity providing the Services and (ii) if payments are to be made between legal entities not within the same country, such amounts shall be invoiced and paid in U.S. Dollars. To the extent necessary, local currency conversion on any such invoice shall be based on Service Provider’s internal exchange rate for the then-current month, based upon the average for such month, as calculated consistently with how such local currency conversion was calculated in the twelve month period prior to the Distribution Date.

     (iv) All charges based on a monthly or other time basis will be pro-rated based on actual calendar days elapsed during the period of service.

     (v) With respect to any service that a Service Provider provides or causes an Affiliate to provide to itself or its Affiliates that is the same or substantially similar to a Service provided to Service Recipient or its Subsidiaries hereunder (such service, a “Self-Service”), if Service Provider determines to no longer provide such Self —Service to itself or its Affiliates, Service Provider shall notify Service Recipient of such termination no later than the number of days prior to such termination as is provided in Section 11(b) for terminating the corresponding Service. If Service Provider terminates a Self-Service prior to the end of the Minimum Service Period applicable for the corresponding Service, the Monthly Costs of such Service following any such termination and up to but not including date on which the Minimum Service Period expires shall be calculated as if Service Provider had not terminated such Self-Service. Notwithstanding the foregoing, Service Provider shall continue to provide the Service in accordance with the provisions of this Agreement, unless such Service is otherwise terminated pursuant to Section 11, and Service Provider shall not be permitted to terminate any Self-Service prior to the Termination Date for the applicable Service if such termination would adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a).

     (vi) With respect to the Third Party Provider listed on Annex B (the “Vendor Cost Schedule”), in the event (i) (x) ITT’s allocation of the Estimated Vendor Fee, which shall be the same allocation for ITT as finally determined in accordance with Schedule

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1.1 (84) of the Distribution Agreement (“Actual ITT Allocation”) is greater or less than ITT’s Estimated Allocation of the Estimated Vendor Fee (as set forth in the Vendor Cost Schedule) and/or (y) the actual amount invoiced by such Third Party Provider individually to Service Provider (as measured either as a monthly or annual fee or a one-time fee) (the “Actual Vendor Fee”) is greater or less than the total estimated price listed therein for such Third Party Provider (“Estimated Vendor Fee”), Service Recipient shall pay to Service Provider (if such amount is positive) or Service Provider shall pay Service Receiver (if such amount is negative), an amount equal to the Actual ITT Allocation multiplied by such Service Recipient’s Applicable Percentage of ITT Costs (as set forth on Annex B) multiplied by the Actual Vendor Fee less the Service Recipient’s total amount of TSA Pass Through Amounts (as set forth on Annex B) in each case, with Service Provider to provide Service Recipient documentation regarding the Actual Vendor Fee, and the applicable Party shall make any payment under this Section 2(a)(vi): (A) within thirty (30) days after of the date of the applicable invoice if the fee is a one-time fee and (B) with respect to anything other than a one-time fee, the applicable Party shall make payments on a quarterly basis within thirty (30) days after receipt of the applicable invoice (with the last payment to relate to the quarterly period ending eighteen (18) months from the Distribution Date). In the event a quarterly payment is required under this under this Section 2(a)(vi) and first determined more than 90 days after the Distribution Date, it is understood that the first quarterly payment will be adjusted to reflect such longer period

          (b) Invoices and Payment.

     (i) Service Provider shall invoice Service Recipient for the amounts owed hereunder in arrears on a calendar monthly basis or, in the case of Section 2(a)(ii), as provided therein, and shall provide reasonable documentation supporting such amounts owed pursuant to Section 2(a), except to the extent such amounts are set forth on the Services Schedules. Service Recipient shall pay the amount of such invoice by electronic transfer of immediately available funds not later than thirty (30) days after of the date of such invoice. Neither Party nor any of its respective Subsidiaries shall have a right of set-off against the other Party or its Subsidiaries, except in connection with any amounts billed hereunder. In the event Service Recipient does not pay Service Provider in accordance with the terms hereof (i) all amounts so payable and past due shall accrue interest from the 31^st day after the date of the invoice to the receipt of payment at a rate per annum equal to the six (6)-month LIBOR rate (as quoted in the “Money Rates” section of The Wall Street Journal or any other similarly reputable published source on the 31^st day after the date of the invoice, or the next Business Day, if such day is not a Business Day) plus 3% (the “Interest Rate”, with the applicable rate to be recalculated every six months), until such amounts, together with all accrued and unpaid interest thereon, are paid in full, and (ii) Service Recipient shall pay, as additional fees, all reasonable out-of-pocket costs and expenses incurred by Service Provider in attempting to collect and collecting amounts due under this Section 3, including all reasonable attorneys fees and expenses.

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     (ii) In the event that Service Recipient in good faith disputes an invoice submitted by Service Provider, Service Recipient may withhold payment of any amount subject to the dispute; provided, however, that (x) Service Recipient shall continue to pay all undisputed amounts in accordance with the terms hereof, (y) Service Recipient shall notify Service Provider, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges and (z) in the event any dispute is resolved in the Service Provider’s favor, any amount that the Service Recipient should have paid shall be deemed to have accrued interest at the Interest Rate from the date such payment should have been made. In the event of a dispute regarding the amount of any invoice, the Parties shall use all reasonable efforts to resolve such dispute within thirty (30) days after Service Recipient provides written notification of such dispute to Service Provider. Each Party shall provide full supporting documentation concerning any disputed amount or invoice within thirty (30) days after written notification of the dispute. Unpaid fees that are under good faith dispute shall not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 2(b)(ii), the dispute resolution procedures set forth in Section 9 herein shall apply.

     3. Cooperation.

          (a) Service Recipient and Service Provider shall cooperate and work together in good faith to develop a global transition plan in order to facilitate a smooth and orderly termination of a Service by its applicable Termination Date or at such earlier time as Service Recipient terminates Service Provider’s performance of the Services in accordance with Section 11. In furtherance of the foregoing, Service Provider will, if requested and at Service Recipient’s expense, provide Service Recipient with reasonable support necessary to transition or migrate the services to Service Recipient or any third party or parties chosen by the Service Recipient, which may include consulting and training and providing reasonable access to data and other information and to Service Provider’s employees; provided, however, that such activities shall not unduly burden or interfere with Service Provider’s business and operations.

          (b) It is understood that it will require significant efforts by the Parties to implement this Agreement and ensure performance hereunder. Service Recipient shall (i) cooperate with and provide Service Provider with such information and documentation as is reasonably necessary for Service Provider to perform the Services; and (ii) perform such other duties and tasks as may be reasonably required to permit Service Provider to perform the Services, including (x) cooperating in obtaining any consents or approvals from third parties necessary to facilitate Service Provider’s ability to provide the Services and (y) upon thirty (30) days prior written notice by the Service Provider, conducting such testing as may be reasonably required by Service Provider in connection with any updates or changes to the applicable systems or processes involved in providing a Service. A Service Provider shall not be deemed to be in breach of its obligations to provide or make available any Service to the extent that Service Recipient has not provided information and access to appropriate personnel that is reasonably necessary for the performance of such Service.

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          (c) Service Recipient shall use commercially reasonable efforts to make or obtain any approvals, permits and licenses and implement any systems as may be necessary for it to perform the Services independently in each country and applicable jurisdiction as soon as practicable following the Distribution Date.

          (d) Upon Service Recipient’s written request and without prejudice to Service Recipient’s direct rights against a Third Party Provider, Service Provider shall use commercially reasonable efforts to pursue any warranty or indemnity under any contract Service Provider or its Subsidiaries may have with a Third Party Provider with respect to any Service provided to Service Recipient by such Third Party Service Provider.

          (e) Service Provider shall use commercially reasonable efforts to obtain, if required, the consent of any relevant Third Party Provider (a “Third Party Consent”) or a license from any relevant Third Party Provider (a “Third Party License”), and Service Recipient shall, as necessary, cooperate with Service Provider in obtaining any such Third Party Consent or Third Party License. If a Third Party Consent or Third Party License cannot be obtained on reasonable terms, the Parties will use commercially reasonable efforts to arrange for an alternative method of obtaining any such Service on Service Recipient’s behalf (“Alternative Method”), which may include Service Provider providing such Service itself. If there is any Third Party Consent or Third Party License which was not required as of the date hereof but will subsequently be required before the Minimum Service Period expires for a particular Service, Service Provider shall identify in writing to Service Recipient such Third Party Consent or Third Party License within sixty (60) days of the date hereof.

          (f) The Parties shall use the fiscal month, quarter and year ends as set forth in Schedule D in connection with the provision and receipt of applicable Services hereunder, for so long as such Services are being provided.

          (g) In connection with the provision of Services hereunder, except as provided pursuant to Section 2(a)(iii)for local currency conversion for invoices, the Parties shall use the same methodology to determine the appropriate foreign exchange conversion rate as used in the twelve month period prior to the Distribution Date, which may be determined or based upon the average for the month or other applicable period or the spot rate at the end of such month or period or otherwise.

     4. Performance Standard; Reports; Personnel.

          (a) Except as otherwise provided in the Services Schedule and Section 1(a) herein, nothing in this Agreement shall require or be interpreted to require Service Provider to provide a Service to Service Recipient beyond the scope and content of such Service as provided by Service Provider to the ITT Retained Business, Water Business or Defense Business, as the case may be, during the twelve month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution.

          (b) Service Provider shall not make changes in the manner of providing a Service unless (i) Service Provider is making similar changes in a Self-Service being performed for itself or its Subsidiaries or such changes are de minimus, in each case so long as such changes

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do not adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a) above, (ii) such changes are required by Service Provider or Service Recipient pursuant to applicable Law (including changes required by Service Provider or Service Recipient in connection with the provision of the Services to the other Party) or (iii) Service Recipient provides its prior written consent (which shall not be unreasonably withheld, conditioned or delayed) to such changes (in each case, for the avoidance of doubt, with the costs of any such change to be included in the calculation of Monthly Costs). In the event Service Provider determines to change the location of delivery of any Service, Service Provider shall provide Service Recipient with thirty (30) days prior written notice. All Services shall be performed in compliance with applicable Law, including all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Export Administration Regulations maintained by the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in Arms Regulations maintained by the U.S. Department of State, Directorate of Defense Trade Controls.

          (c) In performing the Services, Service Provider shall prepare and furnish to Service Recipient reports concerning the Services with such reports to contain substantially the same data, in substantially the same format, and prepared and delivered on substantially the same timetable, as reports prepared during the twelve month period prior to the Distribution Date (excluding any reports solely prepared in contemplation of the Distribution), except as may be otherwise required by Service Recipient or Service Provider pursuant to applicable Law. Upon Service Recipient’s written request for modifications to the reporting and data transfer practices reasonably required to assist Service Recipient in transitioning off the Service, Service Provider shall cooperate and consult in good faith with Service Recipient to make such modifications; provided that if Service Provider reasonably determines in its sole discretion that any such modification may cause Service Provider to be in breach of its obligations to the other Party hereunder (including as a result of breaching its obligations as a Service Provider to the other Party as Service Recipient), then Service Provider shall not be under any obligation to make such modifications.

          (d) Service Provider shall use commercially reasonable efforts consistent with past practice to make available such personnel as may be required to provide the Services. Service Provider shall have the right to designate which personnel it will assign to perform the Services. Service Provider also shall have the right to remove and replace any such personnel at any time or designate any of its Subsidiaries or a Third Party Provider (subject to Section 1(a) herein) at any time to perform the Transition Services; provided, however, that Service Provider shall use its commercially reasonable efforts consistent with past practice to limit the disruption to Service Recipient in the transition of the Services to different personnel. Subject to and consistent with Section 2(a)(ii), Service Provider shall have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

          (e) In the event Service Recipient or any of it Subsidiaries hires away an employee of Service Provider or its Subsidiaries, and such employee was providing Services to Service Recipient and will not continue to provide such Service, Service Provider shall have the

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option, in its sole discretion (in addition to any other remedies available to it under the Distribution Agreement or otherwise), upon ten (10) Business Days written notice to Service Recipient to reduce its obligations with respect to such Service (with a proportionate reduction in the applicable Monthly Costs) effective on the date of such employee’s termination of employment with Service Provider. Any provision of Service thereafter pursuant to such a reduction in Service Provider’s obligations shall be deemed to be consistent with Service Provider’s obligations under this Agreement, so long as Service Provider satisfies the other obligations contained in this Section 4 with respect to such Service.

          (f) Each Party agrees that it shall take appropriate action by instruction of or agreement with its personnel (including any Third Party Provider) to ensure that all such personnel performing or otherwise involved with Services shall be bound by and comply with all of the terms and conditions of this Agreement.

          (g) In the event Service Provider has received a notice of default or breach in the performance of a Service hereunder (including as a result of substantial errors in the performance of such Service), it will use its commercially reasonable efforts to cure such default or breach. In the event Service Provider is unable to cure such default within thirty (30) days from receipt of notice thereof, in addition to the rights available under Section 11, there shall be an adjustment to Monthly Costs to reflect the costs to Service Recipient associated with such default, breach or error, including any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining any Third Party Provider to provide such Service or in providing the such Service itself.

          (h) Each Party shall notify the applicable other Party as promptly as practicable after becoming aware of any breach of this Agreement committed by either it or the applicable other Party. Service Provider shall notify Service Recipient of any event that may reasonably be expected to materially impact a Service provided hereunder, which may include a Termination Notice (as defined in Section 11(b)) provided by the other Party as Service Recipient hereunder or a notice of termination of a Self-Service, issued pursuant and in accordance with, Section 2(a)(v).

          (i) In the event of any conflict, as reasonably determined by Service Provider in its sole discretion, between requests for modification or termination of Services made by the two other Parties and each properly delivered hereunder, Service Provider shall determine which request it received first and, subject to the other terms and conditions of this Agreement, make such modifications or terminations pursuant to the request that was first received before making any modifications or terminations pursuant to any requests received afterwards.

     5. New Services.

          If, after the date hereof and on or prior to March 31, 2012, or, with respect to Services provided in connection with any Transfer that, pursuant to Section 2.6(a) of the Distribution Agreement, is not consummated at or prior to the Effective Time, one hundred (100) days following the actual date of such Transfer (notwithstanding that under Section 2.6(b) of the Distribution Agreement such Transfer may be deemed to have occurred on the Effective Time) the Parties determine that a service required by Service Recipient and provided by Service

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Provider or one of its Subsidiaries prior to the Distribution Date was inadvertently omitted from the Services Schedules, Service Recipient may request that Service Provider perform such service (“New Service”) in addition to the Services being provided hereunder. Service Provider shall promptly begin performing any New Service consistent with past practice upon a timely written request from Service Recipient (which request may be in the form of email) including (i) a description of the work Service Recipient anticipates being performed by Service Provider in connection with such New Service and (ii) a schedule for commencing and completing such New Service, and Service Provider and Service Recipient shall enter into good faith negotiations to agree to an amendment to the Services Schedules providing for such New Service; provided that if no agreement for an Additional Service Schedule Amendment has been reached in writing in thirty (30) days, such New Service shall be deemed to have a Minimum Service Period expiring on June 30, 2012 and a Termination Date of two years from the Distribution Date, with Monthly Costs as provided for in Section 2(a)(i), calculated as if the amendment to the Services Schedule for such New Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to the foregoing proviso, an “Additional Service Schedule Amendment”). Any New Service shall be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be duly amended by, such Additional Service Schedule Amendment.

     6. Intellectual Property; IT Security.

          (a) Except as provided in the Services Schedules, the Monthly Costs shall include the allocable portion of any amounts that are required to be paid by Service Provider to any third party licensors of software that is used by Service Provider in connection with the provision of any Services hereunder, including (i) license, right-to-use and royalty fees and (ii) any amounts required to obtain the consent of such licensors to allow Service Provider to provide any of the Services hereunder. Service Recipient agrees to comply and cause its Subsidiaries to comply with the terms of any license or other agreement of Service Provider or any of its Subsidiaries relating to software that is provided to Service Recipient and is used in connection with the provision of any Services hereunder; provided that in the event that Service Provider enters into new software licenses after the Distribution Date, Service Recipient shall have the prior opportunity to review and confirm its ability to comply therewith, which it shall do in good faith. In the event that Service Recipient provides notice of its inability to comply therewith, Service Provider may at its sole discretion discontinue its provision of any Services under such new software licenses effective after thirty (30) days notice of the same, and Service Recipient shall indemnify Service Provider for any claims by third parties arising out of or in connection with Service Recipient’s noncompliance or violation of such software licenses. Subject to the foregoing, Service Provider shall use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Services hereunder and the Parties shall cooperate to identify any material licenses or consents necessary for such provision and shall use commercially reasonable efforts to minimize the costs associated therewith.

          (b) If the receipt or provision of any Service hereunder requires the use by a Party of the Intellectual Property (other than Trademarks) of the other Party, then such Party and its Subsidiaries shall have the non-exclusive, royalty-free, non-sublicensable (except as required

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for its and its Subsidiaries’ receipt or provision of Services) right and license to use such Intellectual Property for the sole purpose of, and only to the extent necessary for, the receipt or provision of such Services hereunder, pursuant to the terms and conditions of this Agreement. This license does not permit a Party to access, possess, or modify the source code of the other Party or to reverse engineer the software of the other Party. Upon the Termination Date applicable to such Service, or the earlier termination of any Services in accordance with Section 11, the license herein to the applicable Intellectual Property will terminate; and the applicable Service Recipient and/or Service Provider shall cease all use of the Intellectual Property licensed hereunder. Nothing in this Section 6(b) shall be deemed to limit, modify or terminate any License Agreement between the Parties.

          (c) Subject to the limited licenses granted in Section 6(b), each Party shall exclusively own any Intellectual Property that it creates, develops or invents in connection with the provision of any Services hereunder.

          (d) While using or accessing any computers, systems, software, networks, information technology or related infrastructure or equipment (including any data stored thereon or transmitted thereby) (“Systems”) of the other Party (whether or not a Service), each Party shall and shall cause each of its Subsidiaries to, adhere in all respects to the other Party’s controlled processes, policies and procedures (including any of the foregoing with respect to Confidential Information, data, communications and system privacy, operation, security and proper use) as in effect on the Distribution Date or as communicated to such Party from time to time in writing.

          (e) Those employees of Service Recipient and Service Provider (or their respective Affiliates) having access to the other Party’s Systems may be required by Service Provider or Service Recipient, as the case may be, to enter into a customary non-disclosure agreement in connection with, and as a condition to, such access.

     7. Records.

          Service Provider shall provide to Service Recipient, taking into consideration the financial reporting, internal controls and other public company requirements of Service Recipient, all information and records reasonably required to maintain full and accurate books relating to the provision of Services to the extent any such information and/or records were provided or maintained during the twelve month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution. Upon reasonable notice and reasonable request from the Service Receiver, and at the Service Receiver’s cost, Service Provider shall (a) make available for inspection and copying by Service Receiver’s agents or representatives such information, books and records relating to the Services during reasonable business hours and (b) certify that the controls in effect prior to the Distribution Date continue to be in effect, or if Service Provider is aware of any instances where such controls are not so in effect, in lieu of certification for such instances, provide a list of such instances and descriptions of the change in such controls thereof.

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     8. Force Majeure; Reduction of Services.

          No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible. Notwithstanding the foregoing, Service Recipient shall be entitled to terminate Services so affected by a Force Majeure upon fifteen (15) day prior written notice in respect of any such delay or failure resulting from any such Force Majeure without any penalty or obligation to pay for Services not performed; provided that, for the avoidance of doubt, Service Recipient shall remain responsible, pursuant to and in accordance Section 2(a)(ii), for its portion of any severance and retention costs for any such Services.

     9. TSA Managers; Dispute Resolution.

          (a) Each Party shall nominate in writing one representative to act as the primary contact with respect to the provision and receipt of Services (a “TSA Manager”), with the initial TSA Managers as listed on Schedule E. Each Party may, at its discretion, from time to time select another individual to serve in these capacities during the term of this Agreement; provided, however, each Party shall notify the other Party promptly (and in any event within five (5) Business Days) of any change in an individual serving in this capacity, setting forth the name and contact information of the replacement, and stating that such replacement is authorized to act for such Party in accordance with this Section 9(a).

          (b) The TSA Managers shall meet as expeditiously as possible to resolve any dispute hereunder, and notwithstanding anything in Article IX (Dispute Resolution) of the Distribution Agreement to the contrary, in the event any dispute is not so resolved within thirty (30) days, a TSA Manager may provide written notice of such dispute to the Chief Financial Officer of each Party (or such other executive as designated by the Chief Executive Officer of such Party), who shall attempt within a period of fifteen (15) days following the end of such previous thirty (30) day period to conclusively resolve any such issue, and in the event the dispute remains unresolved following such fifteen (15) day period, either Party may submit the dispute to mediation in accordance with Section 9.2 (Mediation) of the Distribution Agreement (provided that, for the avoidance of doubt, the forty-five (45) day waiting period referenced therein shall be inapplicable), and if any dispute remains unresolved after the Mediation Period (as defined in the Distribution Agreement), such dispute shall be determined, at the request of either Party, by arbitration in accordance with Section 9.3 (Arbitration) of the Distribution Agreement and the other applicable provisions of Article IX (Dispute Resolution) of the Distribution Agreement. Each Party may treat an act of any other Party’s TSA Manager or Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of such other Party), in each case that is consistent with the provisions of this Agreement, as being authorized by such other Party to resolve such dispute without inquiring behind such act or

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ascertaining whether such TSA Manager or Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of such other Party) had authority to so act; provided, however, that none of the TSA Managers or Chief Financial Officer or other executives so designated shall have authority to amend this Agreement, except as otherwise provided pursuant to Section 16.

          (c) In the event of any dispute between the Parties regarding a Service, prior to the applicable Termination Date, Service Provider shall not discontinue the supply of any such Service, unless so provided for in a settlement agreement between the Parties or arbitral determination pursuant to and in accordance with Section 9(b) herein and Article IX of the Distribution Agreement or as requested by Service Recipient pursuant to a Termination Notice.

     10. Disclaimer; Limited Liability.

          (a) Service Recipient acknowledges that Service Provider is not in the business of providing the Services and that the Services being provided pursuant to this Agreement are provided as an accommodation to Service Recipient. Other than in the event of Service Provider’s gross negligence or willful misconduct, Service Provider will not be liable for any error or omission in rendering Services under this Agreement, or for any defect in Services so rendered; provided that if there is a substantial error in any of the Services, Service Provider shall use commercially reasonable efforts to attempt to correct the error, or if Service Provider is unable to so correct such error, to provide an adjustment to the Monthly Cost for such Service in reasonable proportion to that which the error bears to the Service provided for such month, which adjustment may, pursuant to Section 4(g), include any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining a Third Party Provider to provide such Service or in providing such service itself. Other than in the event of Service Recipient’s gross negligence or willful misconduct, and other than for the Monthly Costs, severance and retention costs owed under Section 2(a)(ii) and other amounts expressly owed hereunder, Service Recipient will not be liable for any damages caused in connection with the Services provided under this Agreement.

          (b) Service Provider shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Recipient has title that are in the possession or control of Service Provider, its Subsidiaries or a Third Party Provider as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Recipient. Service Recipient shall obtain from its insurance company a waiver of subrogation on behalf of Service Provider and its Subsidiaries effective as of Distribution Date. Service Recipient shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Provider has title that are in the possession or control of Service Recipient or its Subsidiaries as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Provider. Service Provider shall obtain from its insurance company a waiver of subrogation on behalf of Service Recipient and its Subsidiaries effective as of the Distribution Date.

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          (c) NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTIBILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SERVICE PROVIDER OR ANY OF ITS AFFILIATES WITH RESPECT TO THE PROVISION OF SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES, INCLUDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, SHALL SERVICE PROVIDER BE LIABLE FOR, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, REMITTANCES, COLLECTIONS, INVOICES, PENALITIES, INTEREST OR SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES CAUSE BY THE PERFORMANCE OF, ANY DELAY IN THE PERFORMING, FAILURE TO PERFORM OR DEFECTS IN THE PERFORMANCE OF, THE SERVICES CONTEMPLATED TO BE PERFORMED BY SERVICE PROVIDER PURSUANT TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     11. Term and Service Termination Dates.

          (a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the parties in respect of any claims that have accrued prior to such termination shall survive such termination.

          (b) For each Service, the minimum service period (“Minimum Service Period”) during which Service Provider is obligated to provide such Service to Service Recipient is set forth on the Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service Period (and the applicable Termination Date) to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less than (i) thirty (30) days before the date of such earlier termination if the Service is to be terminated on or before December 31, 2011, (ii) sixty (60) days before the date of such earlier termination if the Service is to be terminated after December 31, 2011 but on or before June 30, 2012, (iii) ninety (90) days before the date of such earlier termination if Service is to be terminated after June 30, 2012 but on or before December 31, 2012 and (iv) one hundred and twenty (120) days before the date of such earlier termination if Service is to be terminated on or after January 1, 2013; provided that if the Services Schedule indicates that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to the end of its Minimum Service Period pursuant to Service Recipient’s Termination Notice, Service Recipient shall pay a make- whole fee equal to the actual out-of-pocket costs and any additional costs that would have been incurred by Service Provider if such Service had not been terminated (which costs, for

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the avoidance of doubt, exclude the 2% and 10% increases described in Section 2(a)(i)) between the actual date of termination of the Service and the applicable date on which the Minimum Service Period expires (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to the Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party, out-of-pocket costs to Service Recipient shall be shared equally between Service Provider and Service Recipient.

          (c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(b) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(b).

          (d) Any Service can be terminated prior to the Distribution Date, with no fee, penalty or ongoing obligation, if Service Recipient provides a Termination Notice to Service Provider (which may be via email) prior to the Distribution Date.

     12. Independent Contractor.

          The Parties hereto understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No Party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other Party, or to bind any other Party in any manner whatsoever. The Parties expressly acknowledge (i) that Service Provider is an independent contractor with respect to Service Recipient in all respects, including the provision of the Services, and (ii) that the parties are not partners, joint venturers, employees or agents of or with each other.

     13. Confidentiality.

          (a) Any Confidential Information of either Party shall be subject to Section 8.6 of the Distribution Agreement. With respect to any information disclosed by one Party to another Party for the purpose of this Agreement or otherwise accessible to such other Party during the performance hereunder (“Confidential Information”), the Party receiving such Confidential Information agrees that it will use the same skill and care as set forth in Section 4(a)

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to prevent the disclosure or accessibility to others of the disclosing Party’s Confidential Information and will use such Confidential Information only for the purposes of this Agreement, the Distribution Agreement and the Ancillary Agreements. The receiving Party and its employees, representatives and agents (including any Third Party Provider) (collectively, the “Recipient Parties”) shall only disclose and permit access to the other’s Party’s Confidential Information to such Recipient Parties who have a need to know such Confidential Information for the purposes of this Agreement, the Distribution Agreement and the Ancillary Agreements. For Confidential Information provided with respect to any Service, the obligations of the Recipient Parties pursuant to this Section 13 shall expire on the date that is five (5) years from the termination of such Service. Each Party shall provide prompt written notice of any breach of the obligations under this Section 13 by such Party or its Recipient Parties and shall use commercially reasonable efforts to assist the other Party in remedying any such breach.

          (b) Specifically excluded from the definition of Confidential Information is any and all information that:

          (i) is independently developed by or on behalf of a Recipient Party without use of or reference to Confidential Information;

          (ii) is or becomes available to the public, other than as the result of a breach by a Recipient Party of the confidentiality obligations under this Agreement; or

          (iii) is rightfully received from a third party not known by the Recipient Party to be bound by an obligation of confidentiality to the disclosing Party.

          (c) If the Recipient Party is required to disclose Confidential Information by law, process or regulation, to the extent legally permissible, such Recipient Party shall promptly notify the disclosing Party, reasonably cooperate with the disclosing Party to the extent it may seek to limit such disclosure and, insofar as a protective order or waiver from the disclosing Party is not obtained, only disclose such Confidential Information as is required to be disclosed.

          (d) In connection with any permitted disclosure of this Agreement to any third party, each Party shall redact the portions of the Services Schedules that are not relevant to such third party’s inquiry.

          (e) It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Section 13 and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach, but shall be in addition to all other remedies herein described available at law or equity.

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     14. Beneficiary of Services; No Third Party Beneficiaries.

          This Agreement is for the sole benefit of the Parties hereto, and nothing expressed or implied shall give or be construed to give any person any legal or equitable rights hereunder, whether as a third-party beneficiary or otherwise. Each Party agrees, and each Party in its capacity as a Service Recipient represents and warrants, that the Services shall be provided solely to, and shall be used solely by, Service Recipient and its Subsidiaries. Service Recipient shall not resell or provide the Services to any other Person, or permit the use of the Services by any Person other than Service Recipient and its Subsidiaries.

     15. Entire Agreement.

          This Agreement, together with the Distribution Agreement and the other Ancillary Agreements, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement or any other Ancillary Agreement, the Parties agree that this Agreement shall govern. The Parties agree that, in the event of an express conflict between the terms of this Agreement and a Services Schedule, the terms of the Services Schedule shall govern.

     16. Amendment; Waiver.

          This Agreement and the Services Schedules may be amended, and any provision of this Agreement may be waived, if but only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is effective. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

     17. Notices.

          All notices, requests and other communications to any Party hereunder shall be in writing (including telecopy or similar writing) and shall be given as follows:

          if to ITT or to any of its Affiliates:

ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000

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          if to Exelis or to any of its Affiliates:

Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attn: Chief Legal Officer
Facsimile: 000-000-0000

          if to Xylem or to any of its Affiliates:

Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attn: General Counsel
Facsimile: 000-000-0000

or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other parties. Each such notice, request or other communication shall be effective (i) if given by fax, when such fax is transmitted to the fax number specified in this Section 17 and evidence of receipt is received or (ii) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 17.

     18. Non-Assignability.

          Neither this Agreement nor any of the rights, interests or obligations of either Party hereunder may be assigned or transferred by any such Party without the prior written consent of the other Party (not to be unreasonably withheld, delayed or conditioned), and any purported assignment, without such prior written consent shall be null and void; provided a Party may assign or transfer all its rights hereunder without such consent to an acquirer in connection with a sale of all or substantially all of its assets or other similar change in control of such Party.

     19. Further Assurances.

          From time to time after the date hereof, without further consideration, each Party shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably proper or advisable under applicable Law, and execute and deliver such documents as may be required or appropriate to carry out the provisions of this Agreement and to consummate, perform and make effective the transition contemplated hereby.

     20. Definitions and Rules of Construction.

     (a) Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in the Distribution Agreement.

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     (b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

     (c) Whenever the words “include”, “including”, or “includes” appear in this Agreement, they shall be read to be followed by the words “without limitation” or words having similar import.

     (d) As used in this Agreement, the plural shall include the singular and the singular shall include the plural.

     21. Counterparts; Effectiveness.

          This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 21, provided that receipt of copies of such counterparts is confirmed. This Agreement shall become effective when each Party has received a counterpart hereof signed by the other Party hereto.

     22. Section Headings.

          The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

     23. Severability.

          If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect, and the Parties shall negotiate in good faith to replace such illegal, void or unenforceable provision with a provision that corresponds as closely as possible to the intentions of the parties as expressed by such illegal, void, or unenforceable provision.

     24. Governing Law.

          This Agreement shall be governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	ITT CORPORATION
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Senior Vice President

	EXELIS INC.
	By:	/s/ Xxx X. Xxxxxxxx
		Name:	Xxx X. Xxxxxxxx
		Title:	V.P., General Counsel and Secretary

	XYLEM INC.
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	V.P., General Counsel and Secretary

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Annex A

Severance and Retention Schedule

1.		Payroll TSA =                         , ITT 33.3%, Exelis 33.3%, Xylem 33.3%.
2.		Payroll TSA =                         , ITT 33.3%, Exelis 33.3%, Xylem 33.3%.
3.		AP TSA =                         , 100% Exelis.
4.		AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA =                         , ITT 33.3%, Exelis 33.3%, Xylem 33.3%.
5.		DATA CUSTODIAN TSA =                         , 100% Exelis.
6.		DATA CUSTODIAN TSA =                         , 100% Exelis.
7.		AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA =                         , ITT 33.3%, Exelis 33.3%, Xylem 33.3%.
8.		AP TSA, PRMS TSA, PAYROLL TSA, eBUYITT TSA, TELECOM TSA, PCARD TSA =                         , ITT 33.3%, Exelis 33.3%, Xylem 33.3%.
9.		Nogales Services TSA =                         , Xylem 100%
10.		Nogales Services TSA =                         , Xylem 100%

Annex B

Vendor Cost Schedule

(000’s)		$	5,000
		$	2,000
Estimated Vendor Fee		$	7,000

ITT’s Estimated Allocation of the Estimated Vendor Fee			40.0	%
Xylem’s Applicable Percentage of ITT’s Costs =			30.0	%
Exelis’ Applicable Percentage of ITT’s Costs =			25.0	%

The Parties agree that they have estimated a total cost of                                                                                                             . Based upon the percentages above, the following costs have been included in TSAs provided by ITT to each of Xylem and Exelis

TSA Pass Through Amounts:

($ in 000’s)

X0

X0

Total

Xylem

$

$

$

Exelis

$

$

$

The amount paid by or to ITT Corporation pursuant to Section 2(a)(vi) of the Agreement with respect                      shall not be increased or decreased by the 2% or 10% profit margin or the 4.5% inflation rate contemplated by Section 2 of the Agreement

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SCHEDULE A

Service Provider: ITT Corporation

Service Recipient: Exelis Inc. and Xylem Inc.

Service to be provided:

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Schedule AB1
eBuyITT INVOICE PROCESSING
SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, expect where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxx Xxxxxxxx		Manager, TDS Business		(000) 000-0000		xxxx.xxxxxxxx@xxx.xxx
ITT Corporation		Relationships & Corporate Travel
Xxxx Xxxxx		Xx. Financial Analyst,		(000) 000-0000		xxxx.xxxxx@xxxxxxxx.xxx
Xylem Inc.		Fluid and Motion Control

GENERAL SERVICE DESCRIPTION

Service Provider will perform eBuyITT Invoice Processing Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

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Minimum Service

BAU Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

Provide eBuyITT Invoice Processing Services:

•    eBuyITT Invoice Review — The Service Provider will receive designated invoice submissions from the Service Receiver’s eBuyITT enabled Suppliers (via EDI transaction or manual entry) and prep invoices and feed the submitted invoices to Perfect Commerce. The Service Provider will use the daily invoice feeds from Perfect Commerce to prep invoices for financial back office operations.

4,174 Hard Copy Invoices Annually*/ 16,501 Invoices Annually

•    eBuyITT Exception Handling and Resolution — The Service Provider will reconcile and re-validate invoices flagged with validation errors. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution.

1,300 Transactions Annually

•    Invoice Recording & Payment Processing — Service Provider will send the balanced invoices to an internal business unit within the Service Provider, on a daily basis, for additional Accounts Payable recording and payment processing for the Service Receiver.

4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually

SS-eBuyITT- -01

eBuyITT Invoice Processing Services

•    Vendor File Maintenance — The Service Provider will receive vendor master data for new vendor setup from an internal business unit to perform Vendor File Maintenance.

As Needed Basis

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Cost plus 2% - 10% per month

•    Tax Exempt Certificate File Maintenance — The Service Provider will receive Service Receiver Supplier’s tax exempt vendor certificates from an internal business unit to maintain tax exempt master file.

4,174 Hard Copy Invoices Annually* / 16,501 Invoices Annually

•    Cost Distribution Services — Service Provider will use validated invoices as documented above to provide Service Receiver a cost distribution file transmitted via FTP and/or email, or transmitted to an internal business unit data and centralized tax services via the current Purchase to pay distribution process to all Service Receiver’s business units that are currently on Purchase to Pay. The Service Provider will provide cost distribution and taxability indicators, per agreed frequency to the Service Receiver’s business units that are not currently supported by the Shared Services Accounts Payable (P2P) process).

As Needed Basis

•    eBuyITT Aged-Invoice Workflow Notification — Service Provider will perform routine communication of aged open invoices requiring Service Receiver triage and action.

As Needed Basis

2

* Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section.

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes (e.g., Benefits provider change) are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

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Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
SS-eBuyITT-02		eBuyITT Invoice Processing Services Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•    Support of data extraction requests from the Service Receiver
				•    Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and current state functional data mapping
SS-eBuyITT-03		eBuyITT Invoice Processing Services Knowledge Transfer		Service Provider will provide the following knowledge transfer services:		Time and Materials Based on Additional Pricing Section
				•    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to eBuyITT services

Supplemental Services

For requests for supplemental services relating to eBuyITT Invoice Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

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LOCATIONS

Services are initially provided from Palm Coast, FL USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).
	•		If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

SCHEDULE AB2

P-CARD TRANSACTION PROCESSING

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxx Xxxxxxxx ITT Corporation		Manager, TDS Business Relationships & Corporate Travel		(000) 000-0000		xxxx.xxxxxxxx@xxx.xxx
Xxxx Xxxxx Xylem Inc.		Sr. Financial Analyst, Fluid and Motion Control		(000) 000-0000		xxxx.xxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform P-Card Transaction Processing Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide P-Card Transaction Processing Services:

•     P-Card Invoice Review — The Service Provider will receive a notification and data file from US Bank once monthly containing transaction details and Company information for Service Receiver’s P-Card holders. In addition, the Service Provider will receive from an internal business unit an authorization to proceed with the P-Card File download. The Service Provider will review the file, format data for financial processing, and validate invoices for completeness and accuracy. The Service Provider will flag invoices with validation errors. The Service Provider will use booked AP invoices to generate proprietary data files to be sent via email to Service Receiver’s Treasury Department for payment settlement.

125 Transactions Annually

SS-PCard Processing-01

P-Card Transaction Processing Services

•     P-Card Exception Handling and Resolution — The Service Provider will reconcile and re-validate invoices flagged with validation errors. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution. For processing credits, the Service Provider will insure that management accounts have monthly debit balances prior to transmission to Service Receiver’s Treasury Department. If a management account is received as a zero or credit balance, the Service Provider will remove credit transactions from being processed in ascending order until the management account reflects a debit balance. The Service Provider will communicate the removed credits to the internal business unit for resolution.

40 Transactions Annually

18

Cost plus 2% - 10% per month

•     P-Card Cost Distribution — The Service Provider will use validated invoices as documented above to provide Service Receiver a Cost Distribution file transmitted via File Transfer Protocol (FTP) and/or email.

15 Transactions per Month

•     P-Card File Maintenance — The Service Provider will perform file maintenance based on internal business unit approval for new and/or changes to P-Card holders. Only valid, internal business unit-approved cardholder transactions are processed. Three (3) business days prior notice is required to maintain P-Card file.

As Needed Basis

2

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

3

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
SS-PCard Processing-02		P-Card Transaction Processing Migration		•     Support of data extraction requests from the Service Receiver •     Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and functional data mapping		Time and Materials Based on Additional Pricing Section
SS-PCard Processing-03		P-Card Transaction Processing Knowledge Transfer		Service Provider will provide the following knowledge transfer services: •     Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to P-Card Transaction Processing services		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to P-Card Transaction Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

4

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect.
	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect.
	•		Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

SCHEDULE AB3
TELECOM INVOICE PROCESSING
SERVICES (TAPS)

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxx Xxxxxxxx ITT Corporation		Manager, TDS Business Relationships & Corporate Travel		(000) 000-0000		xxxx.xxxxxxxx@xxx.xxx
Xxxx Xxxxx Xylem Inc.		Sr. Financial Analyst, Fluid and Motion Control		(000) 000-0000		xxxx.xxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Telecom Invoice Processing Services (TAPS), for Long Distance Voice and Data Circuitry, for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

Provide Telecom Invoice Processing (TAPS) Services:

•   TAPS supplier statements — The Service Provider will receive Service Receiver’s current Primary Telecom Service Supplier statements monthly. The statements are transmitted via EDI, or entered manually via paper statements, to the Service Provider. To produce balanced TAPS statements, the Service Provider will perform various validation and duplication protection routines with criteria including Master Control Number, Account number, and AT&T Statement numbers. Only total current charges are recognized in the TAPS system for processing each month.

2,100 Transactions Annually

SS-TAPS-01

Telecom Invoice Processing Services (TAPS)

•   TAPS Exception Handling and Resolution — Service Provider will reconcile accounts that failed validation. The Service Provider will make commercially reasonable efforts to gain resolution from the Service Receiver, to produce resolved accounts that are ready for financial processing. Accounts that fail validation are not paid without resolution.

60 Transactions Annually

9

Cost plus 2% - 10% per month

•   Invoice Recording & Payment Processing — Service Provider will send the balanced invoices to an internal business unit within the Service Provider, on a monthly basis, for additional Accounts Payable recording and payment processing for the Service Receiver.

2,100 Transactions Annually

•   TAPS Cost Distribution — The Service Provider will transmit to the Service Receiver a Cost Distribution file from the processed validated Statements, Service Provider will transmit this file via FTP and/or email to the Service Receiver.

15 Transactions per Month

•   TAPS Customer File Maintenance — The Service Provider will perform Customer File Maintenance after receiving a Change Request from the Service Receiver. Only valid, ITT Customer accounts and Statements are processed. Three (3) business days prior notice are required to maintain the Customer file.

30 Transactions Annually

2

Service Volumes Greater or Less Than Observed Pre-Distribution

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented in this agreement
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

3

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
SS-TAPS-02		Telecom Invoice Processing (TAPS) Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•   Support of data extraction requests from the Service Receiver
				•   Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes and functional data mapping
							Service Provider will provide the following knowledge transfer services:
	SS-TAPS-03			Telcom Invoice Processing (TAPS) Knowledge Transfer			•   Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Telecom Invoice Processing (TAPS) services		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Telecom Invoice Processing Services (TAPS) by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

4

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations and select EU and Asia locations.

PREREQUISITES/DEPENDENCIES

•		Security and access controls will be maintained as set forth in the Master Services Agreement.
•		If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
•		Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies.
•		Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor.
•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

SCHEDULE AB4
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM

Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation Xxxxxxx Xxxxxxx		Mgr, Benefits Planning and Administration		(000) 000-0000		Xxx.xxxxxxx@xxx.xxx
Xxxx Xxxxx		Benefits Analyst		(000) 000-0000		Xxxx.xxxxx@xxx.xxx
Xxxxxx Xxxxxx		Manager, Benefits Financial Reporting and Administration		(000) 000-0000		Xxxxxx.xxxxxx@xxx.xxx
Service Recipient’s Contact
Xylem Inc.
Xxxxx Xxxx		Director, Global Benefits		(000) 000-0000		Xxxxx.xxxx@xxxxxxxx.xxx

1

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation — White Plains, NY
Service Recipient: Xylem Inc. — White Plains, NY

TERM

Services provided hereunder shall terminate December 31, 2013; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined herein) and incurred on or before December 31, 2011.

GENERAL SERVICE DESCRIPTION

Service Provider currently provides active medical, pharmacy(Rx) and dental administration for coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA) (Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active, Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (PLAN NUMBER 502 EIN 00-0000000) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms (collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of Service Provider.

All medical, dental, pharmacy and FSA claims of Service Recipient’s Covered Employees made under the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service Recipient will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipient will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1^st) calendar day of the month, commencing on the day after the Distribution Date. Service Recipient will prepare and deliver to Service Provider a monthly self xxxx containing cost breakdown by business unit and plan tier as set forth on Attachment A, within five (5) Business Days after the beginning of each calendar month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

Service Provider will retain responsibility for executing funding of Claim payments and eligibility management with Vendors through December 31, 2013.

2

Service Provider will conduct a Headcount True-Up (as defined below) of the monthly premiums and establish an Incurred But Not Reported (“IBNR”) claims reserve for Claims incurred prior to December 31, 2011 date, but paid after that date, and conduct a reconciliation of such reserve. See “Headcount True-Up” and “IBNR Reconciliation” sections under Additional Pricing for details.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below or described above (collectively, the “Services”).

	•		Monthly Premium billing.
	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).
	•		See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims.
	•		Claims processing

	•		All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date.
	•		The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider.
	•		Service Provider will pay all Claims incurred during the 2011 Plan Year.

• Eligibility

	o		All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface.
	o		The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012.
	o		Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing.
	o		All file transmissions to Vendors will be handled by the Exelis Inc. Fort Xxxxx Shared Service team under the HR/Payroll/Benefits Transition Services Agreement.

3

	o		All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged.
	o		COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Attachment B.

• Claims payment

	o		All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider.
	o		Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider.
	o		Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date.
	o		Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan.
	o		MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year.

PREREQUISITES/DEPENDENCIES

Service Recipient Responsibilities

	•		Service Recipient will provide accurate and timely employee enrollments via Infinium.
	•		Service Recipient will research eligibility issues as needed.
	•		In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred.
	•		Local Human Resources/Benefits departments will support Covered Employees.

4

BILLING LOCATION

Service Recipient will provide Service Provider a self billed invoice and payment to their address set forth below. The xxxx will cover all charges for Services under this Schedule provided by Service Provider. The invoice will contain the number of enrolled employees per tier per coverage, as set forth in Schedule A. A detailed list of Covered Employees will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider in the twelve (12) month period prior to the Distribution Date are contained in the fee structure set forth below. The Service Provider and Service Recipient agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider will provide the same service level to the Service Recipient as it provides to its Covered Employees.

NOTICE REQUIREMENTS

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

Termination notices are not required. Service Provider will pay Claims incurred during the 2011 Plan Year, during the period from November 1, 2011 through December 31, 2013 with no further premium billed to the Service Recipient. Pursuant to the terms of the Plans there is a twenty-four (24) month Claim filing limit.

5

PRICING

In addition to the costs specifically set forth below, Service Recipient shall also pay all routine business travel expenses relating to such Services. The below table contains the monthly premium rates the Service Provider shall charge. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. Each business unit has been banded 1 through 5. Depending on the assigned band the appropriate budget amount is charged to that business unit. The amounts in the table are per employee per month, by plan and coverage tier. See “General Service Description” for further detail on payment and billing for the monthly premium payments.

6

Medical and Pharmacy Premium

Basic

Rating

Employee

Employee

Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

Enhanced

Rating

Employee

Employee

Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

EPO

Rating

Employee

Employee

Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

HDHP

Rating

Employee

Employee

Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

7

Dental Premium

MetLife Dental

		EE				EE+1				Family
		$	35			$	73			$	104

FSA Pricing

				New						ASO				Total ASO
Coloc		Participating Location		Company		PartCount				Fee				per Month
203010		FTC-HQ		Xylem			35
371010		Heat Transfer		Xylem			28
371030		Xxxx & Xxxxxxx Division		Xylem			67
371070		RCW		Xylem			16
375010		AC Custom Pump		Xylem			18
503010		Rule Industries		Xylem			13
504010		Sanitaire (WPCC)		Xylem			30
512001		Flo - Jet		Xylem			8
515010		Motion and Flow Controls HQ		Xylem			1
549010		Flowtronex		Xylem			33
583010		WEDECO		Xylem			16
584010		Water Technology, Inc.		Xylem			70
584020		Texas Turbine Operations-Lubbock		Xylem			30
600010		Leopold Salary		Xylem			41
683003		Flygt-lndiana		Xylem			2
683010		FlygtCorp.		Xylem			105
683020		Flygt Florida		Xylem			10
786010		Xxxxx		Xylem			1
808010		Nova Analytics		Xylem			3
809010		Global Water Instruments		Xylem			1

Additional Pricing

Hourly Rates

Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12) month period prior to the Distribute Date but otherwise provided by Service Provider employees (including but not limited to modification, consulting, exit strategy development, transition, etc.) are documented below. The employee category is defined by Service Provider. The rates documented below apply to Service Provider employees only, should external

8

resources be required, the costs for those external resources will be reviewed with the Service Recipient prior to execution of the project.

Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to Section 2(a)(i) of the Agreement.

General Category of Employee		Hourly Rate
1. Secretarial/Administrative		$	50.00
2. Non-Executive		$	100.00
3. Executive		$	150.00

Headcount True-Up

Service Provider shall conduct a “headcount” true-up by March 31, 2012 (the “Headcount True-Up”), based on actual enrollment during the period beginning on the day after the Distribution Date and ending on December 31, 2011. The Headcount True-Up will be based on reviewing the actual monthly Infinium enrollment by Plan and coverage tier, by unit, but, for the avoidance of doubt, no true-up of actual Claims will be conducted. The Service Provider shall promptly provide the results of the Headcount True-Up to Service Recipient together with any supporting data reasonably requested by Service Recipient. Within ten (10) Business Days after the parties reach agreement on the amount of the Headcount True-Up, the appropriate party shall pay to the other the amount so due.

IBNR Reconciliation

• Reconciliation for Incurred But Not Reported (“IBNR”) Claims

	o		The premiums collected from Service Recipient hereunder will be credited to Service Provider’s active medical ledger.
	o		The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures:

	•		This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012.
	•		Service Provider and Service Recipient will engage Towers Xxxxxx, or such other person as the parties may agree to engage (the “Calculation Agent”), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient.

9

• The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012.

	o		If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipient’s number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the “Proportionate Amount”)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.
	o		If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement, necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.

10

Attachment A

(Monthly self xxxx example)

Unit		Value Center		Grand Total
FTC-HQ		HQ
Motion and Flow Controls HQ		HQ
ITT Heat Transfer		RCW
ITT Xxxx & Xxxxxxx Division		RCW
Rule Industries		Flow Controls
Sanitaire (WPCC)		WWW
AC Custom Pump		IP
Flo-Jet		Flow Controls
Sanitaire — Royce		WWW
Sanitaire WET		RCW
Flowtronex		RCW
RCW		RCW
ITT Water Technology, Inc.		RCW
Texas Turbine Operations-Lubbock		RCW
Flygt Florida		WWW
Leopold Salary		WWW
WEDECO		WWW
ITT Flygt Corp.		WWW
Flygt-Indiana		WWW
Xxxxx		RCW
Nova Analytics		ITT Analytics
Global Water Instruments		ITT Analytics
Bellingham and Xxxxxxx		ITT Analytics
Aanderaa Data Instruments		ITT Analytics

11

Attachment B

May 20, 2011

Xx. Xxx Xxxxxxx
Manager, Benefits Planning and Communication
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000

RE: Trivestiture of ITT Corporation

Dear Xx. Xxxxxxx:

As yon know, SHPS Human Resource Solutions, Inc. (“Company”) currently provides ITT Corporation (“Client”) spending account administration (“XXX”) and COBRA services (collectively “Services”) pursuant to a Service Agreement dated January 1, 2008 (“the Service Agreement”). This letter acknowledges the intent of Client to separate into three different entities; namely, Defense Co. (“Defense”), ITT Co. (“ITT”) and Water Co. (“Water”). As part of this restructuring, you have requested we perform certain implementation services in order to set up ITT and Water as separate entities. It is the intent of the parties that Defense will assume the Service Agreement and that ITT and Water will enter into a transition services agreement with Defense through December 31, 2011. Existing services provided by the Company to Defense, ITT and Water will continue through December 31, 2011. Effective January 1, 2012, ITT and Water will enter into separate agreements with the Company. The Company agrees to (i) continue performing ongoing Service and (ii) provide implementation services, pursuant to terms and conditions of the Service Agreement and the following:

1. Services		Beginning on or about June 1, 2011, Company will begin implementation services to set up ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date.
2. Termination Fee		Company agrees to defer implementation Fees in an amount of             . Of this amount,              shall be with respect to ITT (             for COBRA and             for FSA, respectively) and              shall be with respect to Water (             for COBRA and              for FSA, respectively) (the “Deferred Implementation Fees”) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement.

If the foregoing correctly sets forth the understanding of the parties, please acknowledge your acceptance of this Agreement by signing both copies of this letter at the place provided below and return one to my attention.

12

If you have any questions or concerns, please do not hesitate to call.

Very truly yours,

Xxxx Xxxxxxxxxx, Client Relationship Executive
SHPS Human Resource Solutions, Inc.

ACCEPTED by: ITT Corporation
Xxxxxxx X. Xxxxxxx
Name:		Xxxxxxx X. Xxxxxxx
Title:		Manager, Benefits Planning & Communications
Date:		8/23/11

SCHEDULE AB5

XYLEM RETIREE MEDICAL AND
FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION

Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation Xxxxxx Xxxxxx		Director Human Resources		(000) 000-0000		Xxxxxx.xxxxxx@xxx.xxx
Service Recipient’s Contact
Xylem Inc. Xxxx XxXxx		Human Resources Mgr.		(000) 000-0000		Xxxx.xxxxx@Xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation— Seneca Falls, NY (IP)

Service Recipient: Xylem Inc. — Auburn, NY and ITT Water Technologies, Inc. — Seneca Falls, NY (Financial Shared Services)) (collectively, “Service Recipients”)

TERM

Services provided hereunder shall terminate June 30, 2012; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined herein) and incurred on or before December 31, 2011.

1

GENERAL SERVICE DESCRIPTION

Service Provider currently provides administration for the Financial Shared Services and ITT Water Technology, Inc. active medical through Excellus Blue Cross\Blue Shield BluePoint2 E Plan, Group                      and active Dental through Excellus Dental plan, Group                      and Retiree medical (pre 65 MVP), Group                     (collectively, the “Benefit Plans”) for Service Recipients’ employees covered under such Benefit Plans (such employees, the “Covered Employees”). Service Provider shall keep the Benefit Plans and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. Each Service Recipient may add or remove Covered Employees to or from coverage under the Benefit Plans as outlined under the terms of the Benefit Plans. All claims of Service Recipient’s Covered Employees made under the Benefit Plans (the “Claims”) and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipients’ Covered Employees as if such employees are employees of Service Provider.

All Claims of Service Recipients’ Covered Employees made under the Benefit Plans will be paid on behalf of the Service Provider.

Service Recipients will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipients will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1^st) calendar day of the month, commencing on the day after the Distribution Date.

The Service Recipients will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below or described above (collectively, the “Services”).

	•		Monthly premium billing.
	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).

See General Service Description for a description of payments and billing hereunder

The following services listed below will be provided by “experts”, who are employees of Service Provider, (the “Experts”) with the following persons the initial Experts: Xxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxx.

2

• Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date.

	o		Answer any questions pertaining to medical coverage.
	o		Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc.
	o		Add employees/dependents to the Medical coverage as needed.
	o		Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees.

• Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Recipients acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the initially named Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager (or such other person as has the skill and knowledge to so provide such Services) will, at the request of the Service Recipients, provide such Service as described herein.

The Service Recipients’ human resources department shall cooperate with the Service Provider, including the Experts, in order for the Service Provider and Experts to provide such Service under this Schedule.

BILLING LOCATION

Service Provider will provide ITT Water Technologies, Inc. and Xylem, Inc. FSS each with separate invoices to their address set forth below. The xxxx will cover all charges for services under this Schedule provided by Service Provider to both Service Recipients and, to the extent reasonably feasible, will be itemized between the two Service Recipients. The invoice will contain the number of Covered Employees per tier per coverage. A detailed list of Covered Employees and dependents covered will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider

3

in the twelve (12) month period prior to the Distribution Date are contained in the fee structure set forth below. The Service Provider and Service Recipients agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider, including the Experts, will provide the same service level to the Service Recipients as it provides to its own Covered Employees.

NOTICE REQUIREMENTS

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxxx and Xxxxxx Arnold
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

PRICING

In addition to the costs specifically set forth below, Service Recipients shall also pay all routine business travel expenses relating to the Services. The Service Recipients shall pay the Service Provider based on the number of Covered Employees as of the first (1st) calendar day of the month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. See “General Service Description” for further detail on payment and billing for the monthly premium payments. The below table are the rates the Service Provider shall charge.

4

Coverage		Employee
(Invoicing for medical/dental premiums Only as noted below):
BluePoint POS (FSS) Active
Employee
Employee + 1
Employee + Child(ren)
Family
Dental (FSS) Active
Employee
Employee + 1
Family
MVP (Retirees Pre 65)
Employee
Employee + 1
Family

Additional Pricing

Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12) month period prior to the Distribute Date but otherwise provided by Service Provider employees (including but not limited to modification, consulting, exit strategy development, transition, etc.) are documented below. The employee category is defined by Service Provider. The rates documented below apply to Service Provider employees only, should external resources be required, the costs for those external resources will be reviewed with the Service Recipient prior to execution of the project.

Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to Section 2(a)(i) of the Agreement.

General Category of Employee		Hourly Rate
1. Secretarial/Administrative		$	50.00
2. Non-Executive		$	100.00
3. Executive		$	150.00

5

SCHEDULE AB6
EPICOR 9 AND MFG PRO

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider
Xxxxx Xxxxxx ITT Corporation		Manager, Transition Management Office		(000) 000-0000		xxxxx.xxxxxx@xxx.xxx
Service Receiver
Xxx Xxxxxxxxxx Xylem Inc.		RCW IT Director		(000) 000-0000		xxx.xxxxxxxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Epicor 9 and MFG Pro Application Support Services for the Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide Epicor 9 Application support required to support Enterprise Resource Planning (ERP) services:

•     Access to Epicor 9 Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider after receiving an emailed Access Request Form from the Service Receiver, will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, production Interfaces, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration. The lead-time required for these activities is one day.

Three Requests per Month

IT-Epicor9-01

Epicor 9 Application Support Services

•     Epicor 9 Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

12

Cost plus 2% - 10% per month

o     The Service Provider after receiving an emailed Epicor 9 Modification Request Form from the Service Receiver, will create or modify for the Service Receiver Crystal Reports, Business Process Management (BPM) procedures, Business Activity Queries (BAQ), Dashboard, User Defined fields, and or propose and create an alternate solution as necessary. A lead-time of 4 days is required for these Program Change Requests.

40 Hours per Month

o     The Service Provider after receiving an emailed request will provide training and consulting on process and Epicor 9 modules, to the Service Receivers users, as needed and requested.

Two sessions per year, for 8 hours per session

2

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

•     Epicor 9 Application Database Support — Service Provider on receipt of an emailed Service Request Form, will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and maintain, and provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, backup, restore, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

Daily Backups are performed One Restore per week

o     The Service Provider, after receiving an emailed Service Request Form from the Service Receiver, will create or modify the following: Progress SQL database interfaces, Electronic Invoice process, SQL Reporting, and Application tuning. The lead-time for these services will be three weeks.

2 Service Requests per Month

•     Access to SICAF Electronic Invoicing for Epicor 9 Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider after receiving an emailed Access Request Form from the Service Receiver, will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays.

2 Service Requests per Month

•     SICAF Electronic Invoicing Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system. The Service Provider will utilize the SICAF Vendor for all activities to develop solutions and approach to address break in application. The SICAF Vendor will implement fixes to resolve break in application.

3

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide MFG Pro Application support required to support Enterprise Resource Planning (ERP) services:

•     Access to MFG Pro Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider after receiving an emailed Access Request Form from the Service Receiver, will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, production Interfaces, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration. The lead-time required for these activities is one day.

One Request per Month

3

Cost plus 2% - 10% per month

IT-MFG Pro-01

MFG Pro Application Support Services

•     MFG Pro Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

•     MFG Pro Application Database Support — Service Provider on receipt of an emailed Service Request Form, will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and maintain, and provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, backup, restore, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

Daily Backups are performed One Restore per Month

Note: The costs incurred by the Service Provider from a 3^rd Party necessary to troubleshoot, maintain or resolve failures in the systems environment for Epicor 9 will be allocated evenly between the Service Provider and Service Receiver as an additional charge. All of the costs incurred by the Service Provider from a 3^rd Party necessary to troubleshoot, maintain or resolve failures in the systems environment for MFG Pro will be passed on to the Service Receiver as an additional charge.

4

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

5

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
IT-Epicor9-03		Epicor 9 and MFG Pro Application Migration		•      Support of data extraction requests from the Service Receiver •      Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details		Time and Materials Based on Additional Pricing Section
IT-Epicor9-04		Epicor 9 and MFG Pro Application Knowledge Transfer		Service Provider will provide the following knowledge transfer services: •      Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Epicor 9 and MFG Pro Application and related interfaces		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Epicor 9 and MFG Pro by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

6

LOCATIONS

Services are initially provided from Tizayuca, Mexico, to sites in Queteretaro and Mexico City, Mexico.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain the applications and interfaces documented in Attachment A.
•		Service Receiver will maintain the current data delivery methodologies (e.g., FTP drop site/email) ensuring they are accessible and reachable to the Service Provider for the period of this TSA.
•		Security and access controls will be maintained as set forth in the Master Services Agreement.
•		Service Provider must keep the TSA Gateway active and accessible to the Service Receiver as needed for the period of this TSA.
•		If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

7

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Support for Epicor 9 and MFG Pro will be provided Monday through Friday, 8:30am to 5:30pm Mexico time. For emergencies Epicor 9 and MFG Pro support staff is available by contacting Xxxxxx Xxxxxx, via his mobile phone             .

All incidents will be handled and responded to as they have been during the 12 months prior to the Distribution Date. In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

8

ATTACHMENT A

				Source		Destination
Interface Name		Business Purpose		System		System
Sales Orders		Service Provider’s Epicor 9 application will create 2 flat files, one containing Sales Order header and one with Sales Order detail information. This interface is executed from a daily Batch schedule, and runs at 3am Daily. The flat files are transmitted with FTP to a Service Receiver’s FTP site.		Epicor 9		Service Receiver
Invoicing		Service Provider’s Epicor 9 application will generate 2 flat files, one containing Invoice header and one with Invoice detail information. This interface is executed from a daily Batch schedule, and runs at 3am Daily. The flat files are transmitted with FTP to a Service Receiver’s FTP site.		Epicor 9		Service Receiver

9

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

								Already agreed
Item		Service Description		Monthly				to with Service
Number		(Listed on schedule in the TSA)		Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

Item		Outcome
Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

10

Schedule AB7

ePrism

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider
Vassilis Gerardos ITT Corporation		Knowledge Management Supervisor, Athens Group		x000000000000		xxxxxxx.xxxxxxxx@xxx.xxx
Service Receiver Xxxx Xxxxx Xylem Inc.		eBusiness Manager ITT Residential & Commercial Water		(000) 000-0000		xxxx.xxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform ePrism Application Support Services for the Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

								Minimum
						BAU		Service
Service		Service				Transaction		Period		Service
#		Name		Description of Service		Volume		(in mo.)		Charge
				Provide ePrism Application support services required to support Integrated Sales and Manufacturing, including a WEB based Sales and Manufacturing configuration capability set of services: •     ePrism Knowledge Engineering — Service Provider, after receiving a service request from the Service Receiver, will update the appropriate information within ePrism. •     ePrism Data and Curve Management — Service Provider, after receiving a service request, validated data, and specifications will maintain the information within ePrism.		350 Knowledge Engineer Hours per Month
IT-ePrism-01		ePrism Application Support Services		•     ePrism Application Support & Maintenance — Service Provider will provide System Administration services to the Service Receiver’s ePrism application. Service Provider will provide Break/Fix support and monitor incident resolution requests, and recommend and implement incident resolution per the Service Level Agreement (SLA) outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.				24*		Cost plus 2% - 10% per month
				The Service Provider will only provide modifications to the Service Receiver’s ePrism code in the following situations for the redesign and modification of existing products, as listed in Attachment A. •     The Service Provider will perform code changes to the Service Receiver’s ePrism code stream if the Service Provider determines it is appropriate and necessary to address with Product Specific Requests that have been approved by the Joint ePrism Committee. The Service Provider will deliver these changes to the Service Receiver in a Quarterly release cycle.		305 Programmer Hours per Month

* Beyond the minimum service period this agreement can be extended for another 12 months on a month-to-month basis

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities

2

on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
IT-ePrism-02		ePrism Application Migration		•     Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details		Time and Materials Based on Additional Pricing Section
IT-ePrism-03		ePrism Application Data Migration		Service Provider will provide data and rule extraction services in a common understandable format to assist the Service Receiver to migrate from the ePrism application.		No Charge

3

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will provide the following knowledge transfer services:
IT-ePrism-04		ePrism Application Knowledge Transfer		•      Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the ePrism application support services and related interfaces		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to ePrism by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Athens, Greece to global locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain applications and interfaces required for the services documented in this agreement.
•		If Service Receiver sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

4

•		Service Receiver must provide access to secure VPN for the Service Provider’s staff, required at all times, for the period of this TSA.
•		Service Receiver must implement the necessary hardware and have the appropriate support personnel in place.
•		Service Provider must complete the in-process ePrism enhancements and projects as specified in Attachment B, prior to the Distribution Date, or as determined by the Joint ePrism Committee.
•		Service Receiver, on termination of this TSA, must and will remove all versions of the ePrism executable code from the Service Receiver’s environment, located on online or offline storage. Service Receiver will provide appropriate notification upon removal completion to Service Provider.
•		Service Provider, on termination of this TSA, must and will remove all versions and copies of the Service Receiver’s versions of the ePrism executable code, data and rule information, located online or offline storage. Service Provider will provide appropriate notification upon removal completion to the Service Receiver.
•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The Service Provider will provide support to the Service Receiver, 12 hours per day, 8:30 am to 8:30 pm Greece time, Monday through Friday except on Greek and U.S. holidays as appropriate.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

ATTACHMENT A

List of Existing Products/Models to be supported:

1. Building Services

a. Waste Water Products

	i.		Sump (clear water)
	ii.		Effluent (screened, up to 3/4” solids)
	iii.		Sewage (unscreened)
	iv.		Grinder (Pressurized sewage — grinders and high head pumps)

b. Water Supply

	i.		Multistage
	ii.		Pressure Booster Packages

	1.		AquaBoost
	2.		TechnoForce

2. Vertical Turbine Products

a. All Vertical Turbine Products for Water and Industrial Applications

7

ATTACHMENT B

This is the list of ePrism Enhancements and Projects that will be completed by October 3, 2011, unless specifically noted otherwise. The actual release schedule for these enhancements will be determined by the joint ePrism steering committee:

	1.		Add the VPO product line, change branding (WWW)
	2.		Match ESP-PLUS functionality for Cost Analysis and Life Cycle
	3.		Optimize the curve based on the RPM
	4.		ESP-DESIGN Plus vs. Goulds Selection Software in Lite Version (right top)
	5.		When the focus is on the text box users need to click on Next button twice. As it is set up right now there are actions that run based on the focus out that need to be run before we can continue. This change will be completed after October 3, 2011.
	6.		Add Help section under Lite with eBusiness Support contacts for technical issues
	7.		Disable the Compatibility Button when the item is not fully configured. For example, on Step 1 for Complete Package when you click on Compatibility it throws all kinds of errors
	8.		Run Compatibility automatically when switching between Basic Features and Worksheet or when clicking Create Documents
	9.		Vertical Layout Module. Create detail drawings / order documents for TTO. This change will be completed after October 3, 2011.
	10.		Show/Hide columns on Selection Results Grid based on user preferences and let them set the order in which the columns will show up. Just like in the full version
	11.		Link from ePrism to our 3D Models hosted by CDS. We should go directly to the specific model that we are working with in ePrism. This change will be completed after October 3, 2011.
	12.		Work out the process for new user registrations for Consulting Engineers on both sides B&G and Goulds. We first need to come up with the process and then utilize existing pages and adjust ePrism accordingly
	13.		TTO — Add SMVT, Pre-engineered Subs, Fire Pump with Panels. This change will be completed after October 3, 2011 as requirements have not be defined.
	14.		Easily changeable branding in Specs, descriptions, documents, etc.
	15.		Boosters — In the selection results allow the selections that meet CTO specifications even if the specific pump/size is not the best fit based on the criteria. We should be able to guide the user to pick the CTO pumps early in the selection process rather than after they’re done with selection/configuration and click compatibility. This change may not be possible, and the business requirements are not clear.
	16.		Match ESP-REP. Add Freight calculations and Profit Factor. This change will be completed after October 3, 2011.
	17.		Worksheet — If multiple items selected combine into one worksheet. Requirements need clarification, and may require extensive development.
	18.		Liquid Properties — Let them modify existing items and let them save as a new one. Similar to ESP-PLUS functionality

8

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

								Already agreed
Item		Service Description						to with Service
Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

Item		Outcome
Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

9

SCHEDULE AB8
ERP-LX & TANGO APPLICATION
INDIA

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxx Xxxxxx		Manager, Transition		(000) 000-0000		xxxxx.xxxxxx@xxx.xxx
ITT Corporation		Management Office
Xxx Xxxxxxxxxx		RCW IT Director		(000) 000-0000		xxx.xxxxxxxxxx@xxxxxxxx.xxx
Xylem Inc.

GENERAL SERVICE DESCRIPTION

Service Provider will perform ERP-LX & Tango Application Support Services for Baroda, India and Hong Kong for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

IT-ERP- LX & Tango India -01

ERP-LX & Tango Application Support Services

Provide hosting and ongoing application support for ERP-LX and Tango (Xxxxxxxx-Xxxxx Auditing) for Baroda, India and the Hong Kong Trading Company:

38 ERP-LX named users

3

Cost plus 2% - 10% per month

•    Access to ERP-LX & Tango Applications — Service Provider will provide access to the application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes; and monitor and maintain application administration.

•    ERP-LX &Tango Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

•    ERP-LX & Tango Database Support — Service Provider will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, backup, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

•    ERP-LX & Tango Hosting Services — Service Provider will provide hosting for ERP-LX environment from Seneca Falls Data Center (SFDC).

2

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

3

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
				•   Support of data extraction requests from the Service Receiver		Time and Materials Based on Additional Pricing Section
IT-ERP- LX & Tango India -02		ERP-LX & Tango Application Migration		•   Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details
				Service Provider will provide the following knowledge transfer services:
IT-ERP- LX & Tango India -03		ERP-LX & Tango Application Knowledge Transfer		•   Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the ERP-LX and Tango applications and related interfaces		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to ERP-LX & Tango Applications by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

4

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA to Baroda, India and Hong Kong.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A.
	•		If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver must have eLogia System active and maintained for the duration this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment B.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

ATTACHMENT A

Interface

Program

Name

Name

Business Purpose

Owner

Source

Destination

Frequency

eLogia

ORDZ761C

Perform product configuration

Water Co.

Wintel Emmaboda

iSeries Emmaboda

Continuous

ePrism

ORD789

Perform product configuration

ITT Co.

Wintel ITT Co.

iSeries Emmaboda

Continuous

Supplier Portal

PUR500

Issue Purchase Orders via a Portal

Water Co.

Wintel Emmaboda

iSeries Emmaboda

Continuous

Supplier Portal

PUR500

Issue Purchase Orders via a Portal

Water Co.

iSeries Emmaboda

Wintel Emmaboda

Continuous

7

ATTACHMENT B

Production Support Break Fix Service Level Agreement

A Remedy help desk request must be entered for each incident. For Urgent incidents, a phone call may also be initiated directly to the Service Provider’s Support Team. The primary support number for North America is x0-000-000-0000 (available 24 hours/day) and the secondary support number is x0-000-000-0000 (available 8:00 AM — 5:00 PM Eastern Time, Monday through Friday). All support calls will be returned within 15 minutes.

Severity		Description		Resolution
Urgent		Service Receiver is unable to enter orders or ship product. No work around is available for the issue.		Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents.
High		Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted.		Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents.
Medium		Service Receiver is able to function normally with minor impact from problem.		Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents.
Low		Service Receiver is able to function normally. Issue is an inconvenience.		Service Provider will provide a permanent solution within 30 working days for 95% of these issues.

8

Annex A

TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

										Already agreed
Item				Service Description		Monthly				to with Service
Number				(Listed on schedule in the TSA)		Charge		Requested Change		Provider (Y/N)
	1
	2
	3
	4
	5

Outcome:

Item				Outcome
Number				(Approved, Denied)		Specific Action to be taken
	1
	2
	3
	4
	5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

9

SCHEDULE AB9
XxXXX.XXX APPLICATION

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxx ITT Corporation		Manager , Web, Social Media & Collaboration Solutions		(000) 000-0000		xxx.xxxx@xxx.xxx
Xxxx Xxxxxxxxxx Xylem Inc.		Director, Corporate IT & Collaboration XXX		(000) 000-0000		xxxx.xxxxxxxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform xxXXX.xxx Portal Application Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

The Service Receiver may request changes or enhancements to such systems and the Service Provider shall implement those changes provided (i) such changes or enhancements do not materially and negatively impact the Service Provider (acting as a service recipient) or any other service receiver, (ii) Service Receiver agrees to pay for such changes or enhancements in accordance with the pricing schedule below, (iii) such changes do not increase the ongoing operating costs for the Service Provider (as a service recipient) or any other service receiver and (iv) Service Provider, in its discretion, deems that it is capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Notwithstanding the forgoing, Service Provider is required to make any changes required by law.

1

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide hosting and ongoing xxXXX.xxx application support:

•    Access to xxXXX.xxx Application - Service Provider will use help desk tickets from Service Receiver and provide access to xxXXX.xxx application for an unlimited number of authorized Service Receiver users per the security guidelines outlined in the Master Services Agreement. One business day is required to respond to the ticket after receiving the request.

IT- xxXXX.xxx Portal-01

xxXXX.xxx Maintenance Support Services

•    xxXXX.xxx Support & Maintenance — Service Provider will use help desk tickets from Service Receiver to support closing the help ticket within 1 business day of request. Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

40calls/ month

3

Cost plus 2% - 10% per month

Services that will not be provided as part of this agreement are:

• Creating new sites (on xxXXX.xxx)

• Updating functionality in existing sites

• Updating functionality or providing support on sites migrated to Connect beyond initial functionally ported over from xxXXX.xxx

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities

2

on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented in this agreement
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
				•    Support of data extraction requests from the Service Receiver or third parties authorized to act on behalf of the Service Receiver
				•    Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions		Time and Materials Based on Additional Pricing Section
IT- xxXXX.xxx Portal-02		xxXXX.xxx Migration		•    Service Provider will support Service Receiver or third parties authorized to act on behalf of Service Receiver in project managing the xxXXX.xxx site migration
				Service Provider will provide the following knowledge transfer services:
IT- xxXXX.xxx Portal-03		xxXXX.xxx Knowledge Transfer		•    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to myITT services		Time and Materials Based on Additional Pricing Section

3

Supplemental Services

For requests for supplemental services relating to myITT Applications by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA and White Plains, NY, USA and by on-shore and off-shore consultants to global participants.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain site, content and applications within the Oracle Webcenter Interaction Suite (formerly Plumtree) and interfaces to AD domains.
	•		Service Receiver, in a separate independent agreement, must have project management, migration architect, developer etc. services active with Avanade for the period of time to complete the migration project.
	•		Service Receiver will use its resources to support migration services for data clean up, testing and cleaning in a timely manner.
	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

4

• Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

In the event incidents cannot be resolve in the time outlined in Attachment A, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

In addition to the costs specifically set forth above, Service Receiver shall also pay commercially reasonable business travel expenses relating to the Services.

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement.

5

The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

ATTACHMENT A

Scenario		Response Time		Description
Non-Critical Remedy ticket assignment on Weekdays during Business hours		3 Hrs.		Ticket will be picked-up or assigned to one of the team members within 3 hrs.
Critical Remedy ticket assignment on Weekdays during Business hours		1 Hr.		Ticket will be picked-up or assigned to one of the team members within 1 hr.
Non-Critical Remedy ticket assignment on Weekdays during off-hours		Next Business Day		Ticket will be picked-up or assigned to one of the team members on Next Business Day
Critical Remedy ticket assignment on Weekdays during off-hours		2 Hr.		Ticket will be picked-up or assigned to one of the team members within 2 hr.
Non-Critical Remedy ticket assignment on Weekends and Holidays		Next Business Day		Ticket will be picked-up or assigned to one of the team members on Next Business Day
Critical Remedy ticket assignment on Weekends and Holidays		2 Hr.		Ticket will be picked-up or assigned to one of the team members within 2 hr.

Note:
1.		Business hours are 8:00 am — 5:00 pm ET
2.		Critical Incident — The portal is completely down or inaccessible
3.		Non-Critical Incident — All incidents which are not classified as critical as defined in this agreement

7

Annex A

TSA Change Request Form

TSA Schedule:
Receiver TSA Owner:
Date of Request:
Completed By:

Requested Service Change:

										Already agreed
Item				Service Description		Monthly				to with Service
Number				(Listed on schedule in the TSA)		Charge		Requested Change		Provider (Y/N)
	1
	2
	3
	4
	5

Outcome:

Item				Outcome
Number				(Approved, Denied)		Specific Action to be taken
	1
	2
	3
	4
	5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

8

SCHEDULE AB10
P2P DELIVERY ENVIRONMENT

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxxxxxx		Director, Information		(000) 000-0000		xxx.xxxxxxxx@xxx.xxx
ITT Corporation		Technology
		Financial Shared Services
Xxx Xxxxxxxxxx		RCW IT Director		(000) 000-0000		xxx.xxxxxxxxxx@xxxxxxxx.xxx
Xylem Inc.

GENERAL SERVICE DESCRIPTION

Service Provider will perform Purchase-to-Pay (P2P) Delivery Environment Application Support Services for the Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Provider’s MQ):

•     Access to P2P Delivery Environment — Service Provider will provide access to applications through user request form(s) submitted by Service Receiver via Service Provider P2P Help Desk tickets for authorized service receiver users. Service Provider will maintain and reset SAP user passwords and application security through Provider P2P Help Desk requests. , Service Provider will monitor and restrict unauthorized access to source code and data. User add/update/delete requests will be completed within three (3) business days of receipt of complete, approved form.

Cost plus 2% - 10% per month for services and

IT-P2P-01

P2P Delivery Environment Application Support Services

•     P2P Delivery Environment Support & Maintenance — Service Provider will monitor incident resolution requests; and recommend and implement incident resolution. Service Provider will identify and communicate breaks in application, develop solution to address break, and implement fixes to resolve break. Service Provide reserves the right to charge time and material for a Service Receiver initiated break which requires greater than 8 hours to resolve. Service Provider will maintain production batch schedule, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes; and monitor and maintain application administration. Service Provider will provide SAP Basis support, development support for the P2P Delivery Environment, and configuration management in support of business as usual activities (excludes enhancement requests by Service Receiver). Requests for support and maintenance will be submitted and tracked via Service Provider Help Desk ticket.

219 SAP Users 122,741 Invoice Postings per Year 64,008 New Purchase Orders Created per Year

18

Cost plus 2% - 10%* per month for Vendor Cost (*Includes 4.5% inflation for 2012 and 2013. Vendor Cost Charges cease after 18 months)

Service Provider will publish scheduled down time which will allow for normal maintenance of the P2P environment including operating system upgrades; database maintenance, and other tasks required in order to keep environment running efficiently. Ad-Hoc down time will be communicated to Service Receiver with 72 hours advance notice where possible.

•     P2P Delivery Environment Testing Support — Support of Receiver requested testing cycles are included in services during the TSA with the following exceptions to be treated as supplemental services and charged via Time and Materials Based on Additional Pricing Section:

2

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

o     Testing requiring a client refresh more than twice a year.

o     Testing requiring run and verification of a full month-end close where Provider and Receiver aren’t in consensus that the change has an impact to month-end close.

•     SAP Shared Services Application Master Programs, Tables and Data Maintenance — The Service Provider reserves the right to be the sole owner and administrator of Master Programs, Tables, Data, and Application Security and Access controls will as necessary get joint approval from all Service Receivers for those proposed changes that will impact another Service Receiver.

In addition, the Provider will provide the following services: Complete SAP Month End jobs and reports to support postings (Vendor Banking Approvals).

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 3% (such activity, including any such 3% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to

3

negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
IT-P2P-02		P2P Delivery Environment Migration		•   Support of data extraction requests from the Service Receiver		Time and Materials Based on Additional Pricing Section
				•   Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details
				Service Provider will provide the following knowledge transfer services:
IT-P2P-03		P2P Delivery Environment Knowledge Transfer		•   Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the P2P Delivery Environment and related interfaces		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to P2P Delivery Environment by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver.

4

Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA to other USA and Canada locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain the interfaces documented in Attachment A.
•		If Service Receiver, or the Service Receiver’s Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
•		Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Business Planning and Control System (BPCS), and PRMS.
•		Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect.
•		Service Receiver must submit requests, into the Service Provider’s P2P Help Desk system.
•		Service Receiver will support testing as required for changes implemented by Service Provider.
•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

5

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to 3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET.

Service Provider P2P Help Desk support is available 8:00 AM — 5:00 PM ET Monday through Friday except for holidays. Items are assessed for priority within one (1) hour of receipt. Barring circumstances outside of Service Provider’s control, urgent priority items are addressed within one (1) hour. High priority items will be responded to within one (1) business day and medium priority within two (2) business days. Priority is assessed by the helpdesk staff with direction from Service Receiver.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement.

6

The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

7

ATTACHMENT A

Interface Name		Business Purpose		Source		Destination		Frequency
		Central Vendor Master Maintenance		Service Provider		Service Receiver		Real-time
		Purchase Order add, change, delete		Service Receiver		Service Provider		Real-time
		Receipt posting and reversals		Service Receiver		Service Provider		Real-time
		Invoice posting and reversals		Service Provider		Service Receiver		Real-time
		Payment posting and reversals		Service Provider		Service Receiver		Real-time
		ME A/P trade reclass		Service Provider		Service Receiver		Month End
		ME Foreign Currency revaluation		Service Provider		Service Receiver		Month End
		ME Headquarter cash reclearing		Service Provider		Service Receiver		Month End
		MW Intercompany FX reclass		Service Provider		Service Receiver		Month End
		ME Intercompany Payables reclass		Service Provider		Service Receiver		Month End
		ME Uncleared Cash reclass		Service Provider		Service Receiver		Month End
		ME Small Difference balancing		Service Provider		Service Receiver		Month End
		ME Shared Service Fee — P2P		Service Provider		Service Receiver		Month End
		ME Shared Service Fee — eBuyITT		Service Provider		Service Receiver		Month End
		ME Sales & Use tax reclass (for self-assessed tax)		Service Provider		Service Receiver		Month End
		MW Vendor down payment		Service Provider		Service Receiver		Month End

8

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

								Already agreed
Item		Service Description		Monthly				to with Service
Number		(Listed on schedule in the TSA)		Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

Item		Outcome
Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

9

SCHEDULE AB11
PRMS SHARED SERVICES AND ERP
APPLICATION SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
PRMS Shared Services
Xxx Xxxxxxxx ITT Corporation		Director, Information Technology Financial Shared Services		(000) 000-0000		xxx.xxxxxxxx@xxx.xxx
Xxxxxxxx Xxxxx Xylem Inc.		RCW Controller		(000) 000-0000		xxxxxxxx.xxxxx@xxxxxxxx.xxx
PRMS ERP Services
Xxxxx Xxxxxx ITT Corporation		Manager, Transition Management Office		(000) 000-0000		xxxxx.xxxxxx@xxx.xxx
Xxx Xxxxxxxxxx Xylem Inc.		RCW IT Director		(000) 000-0000		xxx.xxxxxxxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will provide PRMS Shared Services and ERP Application Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

1

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide PRMS Shared Services Application Support services e.g., Customer Master, Accounts Receivable (AR), General Ledger (GL), Cash Application, and Order Release:

IT-PRMS-01

PRMS Shared Services Application Support Services

•    Access to PRMS Shared Services Application — Service Provider will provide access to application for authorized Service Receiver per the security guidelines outlined in the Master Services Agreement. Service Provider will receive the PRMS Shared Services Application User Access forms and menu sets from Service Receiver to update menu sets and user profiles; Service Provider will provide periodic SOX access reports to allow Service Receiver to conduct internal SOX user access compliance certifications. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Security access will need a five day lead time, and the SOX access reports will be performed no more than twice a year.

15 new or modified Users per Month

Cost plus 2% - 10% per month for services and Cost plus 2% - 10%* per month for Vendor Cost

•    Access to PRMS Shared Services AutoClear — Service Provider will provide access to application for authorized Service Receiver per the security guidelines outlined in the Master Services Agreement. Service Provider will use the PRMS Shared Services AutoClear user access forms and menu sets from Service Receiver to update menu sets and user profiles; Service Provider will provide periodic SOX access reports to allow Service Receiver to conduct internal SOX user access compliance certifications. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Security access will need a five day lead time, and the SOX access reports will be performed no more than twice a year.

18

(*Includes 4.5% inflation for 2012 and 2013. Vendor Cost Charges cease after 18 months)

2

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

•    PRMS Shared Services Application Support & Maintenance — Service Provider will monitor Help Desk incident resolution requests from the Service Receiver, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will receive Help Desk ticket from Service Receiver to update applications and ensure regulatory and security compliance. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Robot and CL programs.

•    PRMS Shared Services Application Master Programs, Tables and Data Maintenance — The Service Provider reserves the right to be the sole owner and modifier of PRMS Master Programs, Tables and Data. The Service Provider on receiving a Help Desk Master Data change ticket form from the Service Receiver will as necessary get joint approval from all Service Receivers for those proposed changes that will impact another Service Receiver, and then maintain the PRMS Master Programs, Tables and Data appropriately.

•    PRMS Shared Services Database Support — Service Provider’s IT staff and data center will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

•    PRMS Shared Service Application Capacity Management - The Service Provider will monitor the environment and make recommendations for capacity changes to the Service Receiver as necessary.

IT-PRMS-02

PRMS ERP Application Support Services

Provide PRMS ERP Support services e.g. Materials Resource Planning (MRP), Enterprise Resource Planning (ERP), Order Processing and Invoicing, Debit and Credit Memo, Inventory, Forecasting, Purchasing and Receiving, Costing and Shipping and Manufacturing Operations:

•    Access to PRMS ERP Application — Service Provider will provide access to application for

25 new or modified

9

Cost plus 2% - 10% per month

3

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

authorized Service Receiver per the security guidelines outlined in the Master Services Agreement. Service Provider will use the PRMS Shared Services Application user access forms and menu sets from Service Receiver to update menu sets and user profiles; Service Provider will provide periodic SOX access reports to allow Service Receiver to conduct internal SOX user access compliance certifications. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Security access will need a five day lead time, and the SOX access reports will be performed no more than twice a year.

User per Month

•     PRMS ERP Support & Maintenance — Service Provider will monitor Help Desk incident resolution requests from the Service Receiver, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will address all things other than Applications incidents, identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application. Service Provider will maintain production batch schedule, execute batch jobs, notification of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Robot and CL programs.

o   The Service Provider after receiving Help Desk production control requests and tested objects from the Service Receiver will move the tested objects into the PRMS ERP production environment. Should the object fail in the process of being moved into production, the Service Provider will work with the Service Receiver to triage and troubleshoot the issues, and move the corrected objects into the PRMS ERP production environment.

•    PRMS ERP Operating System and Database Support — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in OS discovered by automated or monitoring system, develop solution and approach to address break in OS, and implement fixes to resolve break in OS.

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      The Service Provider on receiving Help Desk service requests from the Service Receiver will perform the following:

        o    Create, add files to and Manage Journals

        o    Perform program and database backups

        o    Perform program and database restores

        o    Reorganize Files

        o    Create and add to Data Mirrors

•    PRMS ERP Capacity Management - The Service Provider will monitor the environment and make recommendations for capacity changes to the Service Receiver as necessary.

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Service Provider will actively monitor CPU and storage utilization of AS400 based applications in the Seneca Falls Data Center. Costs associated with increasing capacity of CPU and Storage within the AS400 environment will be split and allocated to each AS400 based applications by the Service Provider and an applicable portion of costs borne by the Service Receiver. Service Provider is required to provide Service Receiver with 30 days prior notice in advance of any increases in costs related to incremental allocation of CPU and storage costs.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this

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agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
IT-PRMS-03		PRMS Application Migration		•    Support of data extraction requests from the Service Receiver		Time and Materials Based on Additional Pricing Section
				•    Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details
				Service Provider will provide the following knowledge transfer services:
IT-PRMS-04		PRMS Application Knowledge Transfer		•    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the PRMS Shared Services Application and related interfaces		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to PRMS Application by Service Receiver not mentioned in this Schedule, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If

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Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA to global locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will for the period of this TSA, maintain and have active the applications and interfaces documented in Attachment A.
•		If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
•		Service Receiver must have bank accounts in place prior to the Distribution Date. Changes or new bank accounts must be communicated to Service Provider and completed on a time and materials basis.
•		Service Receiver must have DDM, FTP, GetPaid and Xxxxxx.xxx Applications active and maintained for the duration this agreement is in effect.
•		Security and access controls will be maintained as set forth in the Master Services Agreement.
•		Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to the Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect.
•		Service Receiver must have Elogia, system active and maintained for the duration this agreement is in effect.
•		Service Receiver must have Electronic Data Interchange (EDI) active and maintained during the period in which this agreement is in effect.

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NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment B.

In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

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required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

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ATTACHMENT A

Interface Name		Business Purpose		Source		Destination		Frequency
Credit Held Orders		Credit held orders for review and release (approval) by FSS		VC ERP System(s)		PRMS Shared Services Application		Real-Time
Order Value Synchronization		Weekly open order value synchronization with VC’s to re-compute credit values		VC ERP System(s)		PRMS Shared Services Application		Real-Time Weekly
Invoices		Invoice posting and reversals		VC ERP System(s)		PRMS Shared Services Application		Daily
Customer		Central customer master administration		PRMS Shared Services Application		VC ERP System(s)		Real-Time
Credit Values		Central credit administration (gross$, open orders, net available$)		PRMS Shared Services Application		VC ERP System(s)		Real-Time
Credit Held Orders Released		Release (approval) to ship previously credit held order		PRMS Shared Services Application		VC ERP System(s)		Real-Time

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ATTACHMENT B

COST & SERVICE METRICS		TARGET PERFORMANCE
System Availability — Percentage of hours the Seneca Falls (SFDC) administered AS/400 processors were available during production workdays for both batch and interactive utilization, Monday through Saturday, 24 hours per day.		99.90%
Interactive Service Availability — Percentage of hours the Seneca Falls (SFDC) administered AS/400 processors were available during production workdays for interactive utilization; Monday through Friday ( 20 hours per day ) and Saturday ( 14 hours per day ).		99.90%
iSeries Service Requests —    1) Running Robot Jobs    2) Requesting a Restore    3) Running Batch Jobs    4) Requesting a File Copy    5) Printing/ Re-Printing Reports    6) Permission to use EZVIEW and Query Commands    7) Requesting a Back Up    8) New printer configurations		85.0% < 1 Day 90.0% < 3 Days 95.0% < 5 Days Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around for ROBOT jobs is 2 weeks. No production changes will be made from the Wednesday before M/E until M/E processing is complete. No production changes will be made in December.
iSeries User Profile Requests — 1) Create new user accounts or 2) Change a current user account or 3) Deactivate a user account on the Seneca Falls AS/400’s.		98.0% < 2 Days 99.0% < 3 Days 100.0% < 5 Days
		Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around time for user profiles is 3 business days

Note: Service Level Objectives/Targets are measured during the following service window:

6:00 AM to 2:00 AM (EST) ; Monday through Friday                     6:00 AM to 8:00 PM (EST) ; Saturday

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Need More Information?

Points of Contact

		Xxxx Xxxxxxxx,
		Datacenter Services, Chief
Name		of Technology		Supervisor Name		TBD
Telephone Number		000-000-0000		Telephone Number
Email Address		xxxx.xxxxxxxx@xxx.xxx		Email Address
Customer Info Link

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Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

Already agreed

Item

Service Description

Monthly

to with Service

Number

(Listed on schedule in the TSA)

Charge

Requested Change

Provider (Y/N)

1

2

3

4

5

Outcome:

	Item			Outcome
	Number			(Approved, Denied)			Specific Action to be taken
	1
	2
	3
	4
	5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

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SCHEDULE AB12
POST SPIN HYPERCARE

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxx Xxxxxxxx ITT Corporation		Chief Information Officer		(000) 000-0000		xxxxx.xxxxxxxx@xxx.xxx
Xxxxx Xxxxx Xylem Inc.		Chief Information Officer		+44 (1256) 353946		xxxxx.xxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Post Spin Hypercare Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

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								Minimum
						BAU		Service
		Service				Transaction		Period		Service
Service #		Name		Description of Service		Volume		(in mo.)		Charge
				Provide Post Spin Hypercare support services:
				Facility Shutdown Services — Service Provider will provide Service Receiver with Facility Shutdown services that include:
				•   Disposition of network and computer assets
				•   Disposition of furniture and miscellaneous equipment; boxing of HR files, ITT logo, posters, etc.
				•   Maintain working environment for remaining employees
				•   Control the activation and deactivation of access cards
				•    Close all third party contracts with vendors, such as food, vending machines, cable, printers, cleaning, etc.
				Program Shutdown Services — Service Provider will provide Service Receiver with Program Shutdown services that include:
IT-Hypercare-01		Hypercare Support Services		•   Crisis management for final cutover, to ensure all projects go live on spin date   •   Command center support and ramp down   •   Access to TPMO and IT-SS Connect sites through ITT Co. Active Directory and VPN accounts for up to 20 people				3*		Cost plus 2% - 10% per month
				Financial Support Services —Service Provider will provide Service Receiver with financial support services that include:
				•   Purchase Order (invoice payment) and Contract management for suppliers assisting with separation
				Miscellaneous Support Services — Service Provider will provide Service Receiver with supplemental and miscellaneous project support services that include:
				•   Project management, strategy development, infrastructure consulting, etc. Prioritization and resource allocation for these services will be jointly agreed to by CIOs.
				All requests for support will be directed to and coordinated through Xxxxx Xxxxx.

*		TSA duration will end on 12/31/2011 regardless of actual spin-date.
**		Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location.

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LOCATIONS

Services are initially provided from Hanover, MD, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		Travel and expenses will be paid by the requesting organization.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

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SCHEDULE AB13
SERVICES TSA SCHEDULE FOR
MEXICO

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service ProviderAracili Europa		Controller IP Mexico Bombas Goulds de Mèxico , S. de X.X. de C.V		01-779-79-69-535		Xxxxxxx.xxxxxx@xxx.xxx
Service Recipient Xxxx Xxxxxxxx		Controller, WWW Mexico ITT Water Technology Mexico, S. de X.X. de C.V.		52 442 192 67 18 x231		Xxxx.Xxxxxxxx@xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

	1.		Service Provider — Bombas Goulds de Mèxico , S. de X.X. de C.V
	2.		Service Recipient — ITT Water Technology Mexico, S. de X.X. de C.V.

GENERAL SERVICE DESCRIPTION

	1.		Finance & Accounting Services
	2.		Payroll Services
	3.		Accounts Payables Services
	4.		Billing and Accounts Receivables Services
	5.		Cost Accounting Services

TERM AND OPTION

	1.		Minimum Service Period — 9 months — Commencing on the Distribution Date
	2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Mexico (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement.
	3.		Service Recipient shall have the option to renew at 1.10 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period.
	4.		Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 3 months with 2 months advance written notice to the Service Provider

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SERVICES TO BE PROVIDED

1. Finance and accounting services

	a.		Maintain general ledger and chart of accounts
	b.		Reconcile balance sheet accounts at a minimum of once per quarter
	c.		Reconcile Service Recipient legal entity bank accounts a minimum of once a month
	d.		Close books and prepare local financial statements monthly on a timely basis

	i.		US GAAP financial statements will be prepared as required by the Mexican Government
	ii.		Prepare all required JV’s required to close the books on a monthly basis
	iii.		File required local statutory financial statements with the authorities in a timely manner
	iv.		File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipient’s parent company by the 1st Monday after the closing date

	e.		Request cash when needed from the Service Recipient’s parent company in order to support business activities
	f.		Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items)
	g.		Perform all bank account related maintenance (signatory changes, relationship management etc)
	h.		Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient’ tax advisor in this regard.
	i.		Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis
	j.		Fixed Asset accounting

i. Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger

	k.		Provide required support to Service Recipient’s internal & external auditors
	l.		Provide required support for government audits
	m.		Respond to special requests from service recipients legal advisors
	n.		Prepare monthly financial forecasts
	o.		Prepare annual budget, strategic plan, and operating plan financial statements
	p.		Prepare required business review meeting materials on a monthly basis
	q.		Respond to Service Recipient’s ad hoc requests for financial data in a timely manner within reason

2. Payroll Services

	a.		Process payroll on a bi weekly basis (provided Service Recipient has made available to Service Provider sufficient funds)
	b.		Download employee time clock information
	c.		Input employee information obtained from Service Recipient’s HR function

i. New Hires

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	ii.		Terminations
	iii.		Vacations
	iv.		Salary changes
	v.		Validate approvals

d. Maintain and update payroll related files

	i.		Vacations
	ii.		Salary advances
	iii.		Child support
	iv.		Housing withholdings
	v.		Employee savings
	vi.		Leaving indemnity

	e.		Provide employees with bank cards
	f.		Calculate payroll via payroll software
	g.		Review printed payroll reports for accuracy
	h.		Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis
	i.		Print and distribute pay stubs / advices to employees on a timely basis
	j.		File copies of pay stubs and file payroll booklet

3. Accounts Payable Services

	a.		Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds)
	b.		Perform 3 way match in Accounts payable system
	c.		Review invoice approvals
	d.		Maintain PO balance when partial shipments
	e.		Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient)
	f.		Invoice coding to general ledger account
	g.		Process vendor check run once per week
	h.		Process vendor wire transfers twice per week
	i.		Review and process travel expense reports and travel advances twice per week
	j.		Process payroll child support withholding payments on a weekly basis
	k.		Process employee savings fund withdrawal requests twice per week

4. Billing and Accounts Receivables Services

	a.		Generate customer invoices from ERP system on a daily basis
	b.		Review invoices for accuracy
	c.		Charge taxes (VAT, Sales) as required by law
	d.		Update and control customer master file based on information provided by Service Recipient
	e.		Recommend customer credit terms.
	f.		Maintain accounts receivable subsidiary ledger and reconcile to general ledger
	g.		Post xxxxxxxx to accounts receivable ledger on a daily basis
	h.		Post cash receipts to open accounts receivable ledger on a timely basis and follow up with customers when unable to identify cash received to open accounts receivables
	i.		Follow up as required with customers via telephone and email on past due receivables to ensure cash is collected as quickly as possible
	j.		Travel to customers in special circumstances only to facilitate collection of open accounts receivables
	k.		Recommend customers be places on credit hold or shipping hold when appropriate. Service Recipient must approve Service Provider’s recommendation

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	l.		Prepare and analyze aged accounts receivables report and review monthly with Service Recipient
	m.		Recommend write offs of overdue accounts receivables

5. Cost Accounting Services

	a.		Prepare and review all plant inventory and manufacturing variance journal entries on a monthly basis
	b.		Reconciliation of perpetual inventory to general ledger
	c.		Prepare instructions and oversee annual physical inventory including test count audits
	d.		Reconcile physical inventory and record appropriate book to physical adjustment to general ledger
	e.		Coordination and oversight of cycle count program
	f.		Review of cycle count program adjustments and record adjustments in general ledger
	g.		Review and analysis of manufacturing variances on a monthly basis
	h.		Review of financial statement inventory balances on a monthly basis with comparison to prior month balances
	i.		Establish and substantiate appropriate inventory reserves (Excess and Obsolete, Lower of Cost or Market, Inventory revaluation)
	j.		Develop new standard costs once per year in Q4 of each year
	k.		Prepare annual cost of production statement for the Mexico Government in Q1-Q2 of each year
	l.		Prepare annual transfer price analysis in support of annual statutory audit in Q1-Q2 of each year

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LOCATIONS

1. IP facility located at the following address;

Bombas Goulds de Mèxico , S. de X.X. de C.V
Avxxxxx xxx Xxxxxxx Xxxxxxxx Xxxx 0 Xxxxxxx 0
Xiudad Industrial Tizayuca ,Hidalgo
Mexico
Z.C 43800

PREREQUISITES/DEPENDENCIES

1.		Power of Attorney is granted to the IP Mexico Controller to execute banking transactions, and access RCW IT systems only. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s).The Power of Attorney that is granted to the IP Mexico Controller will cease the date that this agreement is terminated
2.		Both the Service Provider and the Service Recipient agree to the month end closing dates for the 3 month period of this agreement
3.		If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Provider’s employees at Service Recipient’s cost prior to the commencement date of this agreement
4.		After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US Cost plus 2% - 10%
	b.		Professional — US Cost plus 2% - 10%
	c.		Management — US Cost plus 2% - 10%

5.		To the extent that the Service Provider is required to terminate any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this agreement at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy.
6.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.

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7.		Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this agreement for the duration of this agreement plus for an additional two years after the agreement is terminated.
8.		In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Mexican Law

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in Mexico
2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in Mexico
3.		Applicable VAT estimated to be 16% of the invoice amount will be charged by the service provider to the service recipient as required by law

BILLING LOCATION
NOTICES

All correspondence with respect to this TSA should be sent to the Service Owners listed above with copies to the following;

	1.		Service Provider — Xxxxxx Xxxxxxx
			1100 Xxxxxxxxxxx Xxx, Xxxxx 0000
			Xxxxx Xxxxxx, XX 00000
			Xxxxx.xxxxxxx@xxx.xxx

	2.		Service Recipient — Xxx Xxxxx
			1100 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
			Xxxxx Xxxxxx, XX 00000
			Xxx.xxxxx@xxxxxxxx.xxx

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NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
		None required		See Term and Option above

PRICING & PAYMENT TERMS

1. The monthly fixed charge for all services provided under this TSA will be $13,000 for the 1^st 9 months of this agreement — Payable in US Dollars

2. Invoices will be prepared monthly and mailed to the service provider via email.

3. There will be no additional backup attached to these invoices

4. The 1^st invoice will be dated the Commencement Date

5. Invoice payment terms are net 30 days from invoice date.

6. Subsequent invoices will follow every 30 days

7. Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be billed by the Service Provider as soon as practicable with appropriate backup documentation

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SCHEDULE AB14
SERVICES TSA SCHEDULE FOR
NOGALES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service
Provider Xxxxxxx Xxxx		Controller ICS Nogales Mexico		0-000-000-0000 X0000		Xxxxxxx.xxxx@xxx.xxx
Service
Recipient Xxxx Xxxxxxxx		Controller, Flow Control		(000) 000-0000 x000		Xxxx.xxxxxxxx@xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

	1.		Service Provider — ITT Xxxxxx de Mexico, S.A. de C.V.
	2.		Service Recipient — Jabsco Sociedad de Responsabilidad Limitada de Capital Variable

GENERAL SERVICE DESCRIPTION

	1.		Finance & Accounting Services
	2.		Payroll Services
	3.		Accounts Payables Services
	4.		Import / Export Services (excluding PROSEC-Related Services)
	5.		IT Services
	6.		PROSEC-Related Services

TERM AND OPTION

	1.		Minimum Service Period — 12 months — Commencing on the Distribution Date
	2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Nogales (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a) of the Agreement.
	3.		Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 6 months with 6 months advance written notice to the Service Provider

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4. Notwithstanding the above, the Service Period for the PROSEC-Related Services (described below) shall commence on the Distribution Date and terminate on the business day following the day Service Recipient obtains a PROSEC license from the Mexican Ministry of Economy (the “PROSEC License”); provided, however, that if Service Recipient obtains the PROSEC License on or before the business day prior to the Distribution Date, Service Provider will not provide PROSEC-Related Services to Service Recipient. In any event, the term of the Service Period for the PROSEC-Related Services shall not be longer than three months, commencing on the Distribution Date.

SERVICES TO BE PROVIDED

1. Finance and accounting services

	a.		Maintain general ledger and chart of accounts
	b.		Reconcile balance sheet accounts at a minimum of once per quarter
	c.		Reconcile banks accounts a minimum of once a month
	d.		Close books and prepare local financial statements monthly on a timely basis

	i.		US GAAP financial statements will be prepared as required by the Mexican Government
	ii.		Prepare all required JV’s required to close the books on a monthly basis
	iii.		File required local statutory financial statements with the authorities in a timely manner
	iv.		File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Flow Control USA LLC parent company by the 1st Monday after the closing date

	e.		Request cash when needed from the Flow Control USA LLC parent company in order to support business activities via creation of maquilladora services invoice on a monthly basis
	f.		Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items)
	g.		Perform all bank account related maintenance (signatory changes, relationship management etc)
	h.		Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient’ tax advisor in this regard.
	i.		Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis
	j.		Fixed Asset accounting (leasehold improvements only)

i. Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger

	k.		Provide required support to Tenant’s internal & external auditors
	l.		Provide required support for government audits

2. Payroll Services

a. Process payroll on a weekly basis (provided Service Recipient has made available to Service Provider sufficient funds)

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	b.		Download employee time clock information
	c.		Input employee information obtained from Service Recipient’s on site HR manager

	i.		New Hires
	ii.		Terminations
	iii.		Vacations
	iv.		Salary changes
	v.		Validate approvals

	d.		Prepare and print weekly hours report
	e.		Distribute weekly hours report to employee supervisors and obtain

	i.		Employee signature
	ii.		Supervisor approvals

f. Maintain and update payroll related files

	i.		Vacations
	ii.		Salary advances
	iii.		Child support
	iv.		Housing withholdings
	v.		Employee savings
	vi.		Leaving indemnity

	g.		Provide employees with bank cards
	h.		Calculate payroll via payroll software
	i.		Review printed payroll reports for accuracy
	j.		Review time clocked vs. payroll report and resolve differences
	k.		Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis
	l.		Print and distribute pay stubs / advices to employees on a timely basis
	m.		File copies of pay stubs and file payroll booklet

3. Accounts Payable Services

	a.		Process vendor invoices for payment, twice per month on the 10th and 25th of each month through the Peso ledger (provided Service Recipient has made available to Service Provider sufficient funds)
	b.		Perform 3 way match in Accounts payable system
	c.		Review invoice approvals
	d.		Maintain PO balance when partial shipments
	e.		Maintain form control over purchase orders and assignment of PO numbers (Note: all other purchasing department activities to be performed by the Service Recipient)
	f.		Invoice coding to general ledger account
	g.		Process vendor check run twice per month on the 10th and 25th of each month
	h.		Process vendor wire transfers
	i.		Review and process travel expense reports and travel advances as required
	j.		Review and process employee salary advances once per week
	k.		Process payroll child support withholding payments on a weekly basis

4. Import / Export Services (excluding PROSEC-Related Services, described below)

a. Supervise activities of Service Recipient’s personnel (Service Recipient’s personnel are required to perform the following activities)

i. Exports

	1.		Classify merchandise
	2.		Input parts and data to CAM system
	3.		Process pro forma invoice, packing list, pedimento

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	4.		Review above for accuracy
	5.		Dispatch truck

ii. Imports

	1.		Review list of goods
	2.		Classify merchandise
	3.		Input parts and data to CAM system
	4.		Coordinate with counterpart broker
	5.		Process pro forma invoice, packing list, pedimento
	6.		Review above for accuracy
	7.		Dispatch truck

iii. Other Shipments (Chihuahua, Durango, Guadalajara)

	1.		Review list of goods
	2.		Classify merchandise
	3.		Input parts and data to CAM system
	4.		Coordinate with counterpart broker
	5.		Process pro forma invoice, packing list, pedimento
	6.		Review above for accuracy
	7.		Dispatch truck

iv. Virtual imports exports

	1.		Review list of goods
	2.		Classify merchandise
	3.		Input parts and data to CAM system
	4.		Coordinate with counterpart broker
	5.		Process pro forma invoice, packing list, pedimento
	6.		Review above for accuracy
	7.		Dispatch truck

	v.		In cases of customs inspection, coordinate with inspector for clearance of goods
	vi.		Tracking of open and close Pedimentos
	vii.		Process complimentary Pedimentos to pay duties
	viii.		Prepare paperwork required to comply with Anexo 24
	ix.		Import / export record keeping

	b.		Provide support for classification of merchandise for US & Mexico customs purposes
	c.		Review import export shipment information for accuracy
	d.		Coordinate shipments and carriers to Service Recipient factories/customers in Mexico (Chihuahua, Durango, Guadalajara)
	e.		Coordinate virtual import/exports

	i.		Coordinate with counterpart broker
	ii.		Review documentation for accuracy
	iii.		Agree with data to be submitted

	f.		Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods
	g.		Record keeping

	i.		Ensure customs related documents are filed on a timely basis
	ii.		Assure easy access to customs documentation when needed

	h.		Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos
	i.		Ensure Mexican Pedimento duties are paid on a timely basis
	j.		Maintain relationship with the Mexico Secretary of the Economy. Provide information as required.

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	k.		Insure timely compliance with Anexo 24
	l.		Completion and filing of annual report of Foreign Business Transactions
	m.		Process and file amendment applications for the Maquila Program
	n.		Provide information to the tax authorities as required or requested
	o.		Support D&T audits of customs activities

	i.		Attend meetings
	ii.		Provide information
	iii.		Maintain control over audits

p. Support customs audits

	i.		Attend meetings
	ii.		Provide information & review audit findings and comments

5. IT Services

	a.		CAM applications support
	b.		Qualisys applications support
	c.		Timekeeping system support

6. PROSEC-Related Services

Perform the following services with respect to certain inventory relating to the Water Business, legal title to which is held, or will be held, by Flow Control US, LLC, a limited liability company organized and existing under the laws of Delaware, United States of America.

Import and Export:

—		Determine tariff classification of components and materials to be imported
—		Act as importer of record to import components and materials on a temporary basis under Service Provider’s IMMEX Program
—		Claim PROSEC preferential duty rates under Service Provider’s PROSEC Program at the time of importation of components and materials
—		Export finished goods incorporating components and materials that were imported under Service Provider’s IMMEX and PROSEC Program, within the legal timeframes.

Manufacturing/Assembly:

—		Receipt of components
—		Warehousing of components for inventory availability
—		Sourcing of components to product-line based on demand
—		Manual assembly of components
—		Visual inspection of components

Services:

—		Packing of components to be delivered to customers
—		Repacking
—		Packaging
—		Repackaging
—		Marking
—		Labeling

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LOCATIONS

1. ICS Nogales Mexico facility located at the following address;

ITT Xxxxxx de Mexico, S.A. de C.V.
Avenida del Libre Comercio S/N
Entre Xxxxxxx Industrial Nuevo Nogales y
Calzeda del Raquet Club
Col. Parque Industrial Nuevo Nogales
Nogales, Sonora C.P. 84093

PREREQUISITES/DEPENDENCIES

1.		New Flow Control Mexico legal entity is established and fully capable of legally conducting business by the commencement date of this agreement; provided, however, that the parties acknowledge that this Schedule shall be effective even if Service Recipient does not obtain the PROSEC License prior to the Distribution Date.
2.		New Flow Control Mexico legal entity has registered with all of the appropriate governmental agencies and secured required permits (including but not limited to US and Mexico customs permits); provided, however, that the parties acknowledge that this Schedule shall be effective even if Service Recipient does not obtain the PROSEC License prior to the Distribution Date.
3.		New Flow Control Mexico legal entity Bank account(s) are established by the commencement date of this agreement
4.		Nogales Mexico Financial, HR/Payroll, and Import export hardware and software platforms are separated by the commencement date of this agreement.
5.		Power of Attorney is granted to the ICS Nogales Controller to execute banking transactions and access Flow Control IT systems for the purpose of providing all services contained in this agreement. The ICS Nogales Controller will not be granted Power of Attorney to file appropriate reports and tax returns with governmental authorities. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s) The Power of Attorney that is granted to the ICS Nogales Controller under this provision will cease on the date that this agreement is terminated
6.		The Service Recipient agrees to provide Power of Attorney privileges to 2 of its employees as of the commencement date of this TSA, for the purpose of reviewing, authorizing and signing, tax returns and other statutory reports which are prepared by the Service Provider as per the services described in this agreement
7.		Both the Service Provider and the Service Recipient agree to the month end closing dates for the 1 year period of this agreement
8.		If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Provider’s employees at Service Recipient’s cost prior to the commencement date of this agreement
9.		Service Recipient contracts with a tax advisor prior to the commencement of this agreement
10.		The Service Recipient will hire its own local Nogales HR Manager and Import Export

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		Broker prior to the commencement date of this TSA. The Service Provider will assist in the proper training of these individuals prior to the commencement date of this TSA. If the Service Recipient fails to hire these employees by the commencement date of this agreement, the monthly fixed charge will increase based upon good faith negotiations between the parties, until such time as the positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant.
11.		If during the term of this agreement, the Service Recipient’s HR Manager or Import Export clerical positions become vacant, the monthly fixed charge will increase based upon good faith negotiations between the parties, until such time as both positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant. 12. After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour, provided if assistance is needed under this section 12. After 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — Cost plus 2% - 10% Mexico Pesos (                    notional US$)
	b.		Professional — Cost plus 2% - 10% Mexico Pesos (                    notional US$)
	c.		Management — Cost plus 2% - 10% Mexico Pesos (                    notional US$)

13.		To the extent that the Service Provider terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy.
14.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Nogales premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.
15.		Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated. Notwithstanding the above, the Service Recipient will have the right to hire the ICS 2 import export clerks that are providing services to the Service Recipient under the terms of this agreement, upon termination of this agreement
16.		The Service Provider’s IT department will be allowed access to tenant’s designated areas as per the floor plan that forms a part of the Nogales facility rental TSA for purposes of providing the services that are included in this agreement. The landlord’s IT department will have the right to access the tenant’s IT data in order to provide the services that are included in this agreement The Service Recipient will hire an onsite IT support to oversee all of the Service Recipient’s IT operations. To the extent that the IT services listed in the services provided section of this TSA are required from the Service Provider, for whatever reason including but not limited to the inexperience of the Service Recipient’s IT Manager or the failure to the Service Recipient to hire an IT Manager by the

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commencement date of this agreement, the Service Recipient agrees that they will accept charges for services provided in accordance with the Pricing and Payment Terms provision #3 as shown in this agreement.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in Mexico
2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in Mexico

BILLING LOCATION

1. Nogales, Sonora, Mexico

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

	1.		Service Provider — Xxxx Xxx
			000 Xxxx Xxxx Xxxx
			Xxxxx Xxx, Xx. 00000
	2.		Service Recipient — Xxx Xxxxx
			Xylem Inc.
			Suite 2000
			0000 Xxxxxxxxxxx Xxxxxx
			Xxxxx Xxxxxx, XX 00000

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
		None required		See Term and Option above

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PRICING & PAYMENT TERMS

1.		The monthly fixed charge for finance, accounting, accounts payable and payroll services will be Cost plus 2% - 10% Mexico Pesos (notional US$) for the term of this agreement — Payable in Mexico Pesos
2.		The monthly fixed charge for import and export services will be Cost plus 2% - 10% Mexico Pesos (notional US$) for the term of this agreement — Payable in Mexico Pesos
3.		IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Provider’s cost and required labor will be charged at a rate of Cost plus 2% - 10% Mexico Pesos (notional US$) per hour. Invoices will be prepared monthly and mailed to the Service Recipient via email.
4.		There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges
5.		VAT of 11% will be added to all invoices
6.		All invoices must be issued in accordance with the applicable tax regulations.
7.		The 1st invoice will be dated the same date as the Distribution Date
8.		Invoice payment terms are net 30 days from invoice date.
9.		Subsequent invoices will follow every 30 days
10.		Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation.

OBLIGATIONS OF SERVICE RECIPIENT

     Service Recipient hereby expressly agrees to indemnify Service Provider for any liabilities, damages, costs, expenses, settlement amounts, duties, or fines, including court costs and reasonable attorney fees, arising from Service Provider providing the PROSEC-Related Services to the Service Recipient; provided, however, that Service Provider shall not be entitled to be indemnified for any such liabilities, damages, costs, expenses, settlement amounts, duties, or fines, including court costs and reasonable attorney fees arising as a result of Service Provider’s negligence or willful misconduct in providing the PROSEC-Related Services.

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SCHEDULE AB15
SUBCONTRACT ARRANGEMENT IN WUXI

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service
Provider
Xxxx Xxxx		Finance Controller — Motion		x00 (000) 0000 0000		xxxx.xxxx@xxx.xxx
and		Tech Wuxi
Xxxxxxx Xxxx		China Share Service Manager		x000 0000 0000		xxxxxxx.xxxx@xxx.xxx
Service Recipient
Meng Xxxx Xxxx		Vice President and Director of Finance		+86 (021) 2208 2888 Ext. 1333		xxxxxxxx.xxxx@xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT High Precision Manufactured Products (Wuxi) Co., Ltd. of No. 570 Yangda Road, Meicun, New District, Wuxi City, the PRC

Service Recipient: ITT (Shanghai) Trading Co. Ltd. of Xxxxx 0000-0000, Xxxxx 00, Xxxxx X, Xxxxxxxx Xxxxxxxx Xxxx, 000 Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, the PRC

GENERAL SERVICE DESCRIPTION

     Service Provider will operate and manage (the “Service”) Service Recipient’s flow control business at the premises (the “Business”) currently located in the Premises during the term of this transition services agreement in a substantially similar manner, with the same level of customer service and response time with the same degree of reasonable skill and care and with the same level of security and control as the Business was operated and managed during the twelve month period prior to the Distribution Date. Service Provider will provide various services in connection with the operation and management of the Business including but not limited to the services set forth in “Services to be Provided”.

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TERM AND OPTION

1.		Term. The Minimum Service Period for this Schedule commences on the Distribution Date to March 31, 2012 and, if Service Recipient has not served a notice on Service Provider to terminate the Service, shall be further extended to May 31, 2012 (the term of Service is hereinafter referred as the “Term”). Service Recipient may terminate the Service at any time prior to the end of the Term by providing thirty (30) days prior written notice without any additional make-whole fee as required by Section 11(b) of the Agreement.
2.		Surviving clause. The following provisions of this Schedule shall survive the termination of this Schedule: (a) “Indemnification”, (b) paragraphs 6 and 7 of “Pricing, Payment Terms” (Audit, Post-termination Revenues and Expenses), (c) paragraph 4 of “Term and Option” (Access to Business Records After the Term), (d) “Insurance” with respect to managing post Term claims and (e) “Tax Status”.
3.		Access to the Premises and Business Records during the Term. In addition to the right of access given to Service Recipient pursuant to Section 3(a) of the Agreement, during the Term, Representatives of Service Recipient (or its designee) shall be given access to the Premises during regular business hours if and to the extent reasonably necessary to:

	3.1		provide or receive any of the Services;
	3.2		examine, copy or photocopy, at Service Recipient’s expense, the Business Records, the Business Contracts and the purchase orders, customer invoices and any other contracts and/or agreements signed with the relevant customers, suppliers, distributors and agents relating to or in connection with the Business, during business hours and on reasonable prior written notice, to enable Service Recipient to verify the information contained in the monthly balance sheet and the monthly profit and loss accounts that Service Provider furnishes to Service Recipient in accordance with “Services to be Provided” and to determine the amount of the Monthly Costs payable by Service Provider or Service Recipient, as the case may be; and
	3.3		to inspect or examine the Assets, or otherwise transfer the Assets out of the Premises, as the case may be.

4. Access to Business Records after the Term. For a period of seven (7) years from the expiration date of the Term:

	4.1		Service Provider shall make available, and allow Service Recipient (or its designee) to make copy of at Service Recipient’s expense, any books, accounts, returns and records (not delivered to Service Recipient (or its designee) prior to the expiration date of the Term (including, without limitation, Service Provider’s statutory books and accounting records, tax records, and all other records relating to the Business) which contain information which should be provided to Service Recipient (or its designee) or which is required for the purpose of the Business, any annual, tax or other returns, audits in connection with it for inspection by Representatives of Service Recipient (or its designee) during working hours on reasonable advance notice being given;
	4.2		If any Business Information is not in the possession of Service Recipient (or its designee) or readily discoverable by Service Recipient (or its designee) but is in the possession or under the control of or available to Service Provider or any other member of its Group, Service

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Provider shall deliver copies of such Business Information to the Service Recipient promptly on request.

SERVICES TO BE PROVIDED

1.		Export/Import
2.		Materials Planner
3.		Material and Logistics
4.		Plant Purchasing
5.		Warehouse (excluding bonded material)
6.		Shipment
7.		Logistics
8.		IT Support
9.		Customers Support
10.		Accounts Payable Invoice Processing including bank disbursements and reconciliations
11.		Accounts Receivable Invoice processing and collection
12.		Manufacturing and assembly of the products the Business produces
13.		Certain administrative and tax preparation/filing services
14.		Facility and related services that enable to the Business to continue operations
15.		Payroll and all HR services, for the employees Service Provider utilizes to operate and manage the Business
16.		Foreign exchange verification
17.		External audit and relating consulting services
18.		Vendor and customer data maintenance
19.		Accounting services to maintain accounting records
20.		Security
21.		Environmental, health and safety services
22.		Administrative services, including office supplies and equipment, location assistant, reception and shuttle bus/car service
23.		All other services which were provided to Service Recipient in the last twelve months
24.		Invoice and payment. Service Provider shall maintain separate accounts for the Business during the Term. As promptly as practicable and in any event within ten (10) Business Days after the beginning of each calendar month, Service Provider shall prepare and deliver to Service Recipient a balance

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sheet as at the end of the preceding calendar month and the profit and loss account in respect of the preceding calendar month (including separate line items for the Monthly Costs, Monthly Expenses and Monthly Revenues) in respect of the Business, prepared in accordance with the Generally Accepted Accounting Principles of the PRC and certified by the Finance Manager of Service Provider.

25. Affixation of company chop. To the extent that any documents of Service Recipient (or its designee) need to be affixed with the company chop of Service Provider, Service Provider shall render all assistance to execute or affix its company chop on all such documents as Service Recipient (or its designee) may from time to time reasonably request for the purpose of vesting in it the full benefit of the Business, provided such request has been approved by the General Manager of Wuxi Flow Control Business and the Legal Counsel of Service Recipient (or its designee).

EMPLOYEES

1.		In addition to the Services to be provided by Service Provider to Service Recipient above, during the Term Service Provider shall supervise the Employees in accordance with the terms in this section.
2.		Service Provider shall:

	2.1		continue the employment of the Employees with Service Provider to ensure that the Business shall be carried on in the ordinary course of business; and
	2.2		allow the Employees to perform their duties under the supervision of, fully comply with directions and instructions received from, and promptly carry out orders and assignments given by, any of the Representative of Service Recipient. Notwithstanding the forgoing, the Parties acknowledge and agree that the Employees shall comply with or otherwise subject to the policy (including compensation and benefits policy), handbook or guidelines as applicable to other employees of Service Provider.

3.		Service Recipient and Service Provider acknowledge the importance of Employees to the ongoing success of the Business subsequent to the Distribution Date. In order to maintain continuity of their employment with Service Provider, Service Recipient shall request that Service Provider provide long term incentives to those Employees who continue their employment with Service Provider during the Term and Service Recipient shall be responsible for any and all costs associated with these long term incentives.
4.		Upon Service Recipient’s request, Service Provider shall terminate, or procure its staffing agency to terminate, any of the Employees during the Term. Notwithstanding the foregoing, Service Provider may, without the prior approval of Service Recipient, terminate the employment of any Employee in good faith on reasonable grounds pursuant to the employment laws and regulations of the PRC provided that Service Provider shall notify Service Recipient forthwith its decision of termination.

TRANSFER OF EMPLOYEES

1. Service Provider acknowledges and confirms that each of the Employees working in the Business, a list of whom appears in the Annex (the “Employees”), has signed a confirmation letter with Service Provider on or prior to the date of this Agreement, pursuant to which:

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	1.1		the relevant Employee agrees to terminate the employment relation with Service Provider and establish a new employment relationship with Service Recipient (or its designee), on the expiration date of the Term or on a date to be agreed between Service Provider and Service Recipient (or its designee) (“Employee Transfer Date”);
	1.2		such Employee shall, upon entering into a new employment contract with Service Recipient (or its designee), be entitled to a long term incentive for continuing his or her employment with Service Provider during the Term at the costs and expenses of Service Recipient (or its designee); and
	1.3		the Service Provider shall procure Service Recipient (or its designee) to recognize such Employee’s years of service with Service Provider and any annual leave that such Employee accrued but did not take while employed by Service Provider as of the Employee Transfer Date, and the Employee shall waive any claim against Service Provider for statutory severance pay or compensation for accrued but unused annual leave.

2.		Service Provider and Service Recipient (or its designee) shall within fifteen (15) Business Days before the end of the Term jointly issue a written notice to all Employees, confirming the Employee Transfer Date and enclosing the new employment contract to be signed by Service Recipient (or its designee) with each of the Employees.
3.		Service Provider shall pay Employees wages, bonuses, overtime pay, social insurance, statutory severance and housing fund contributions and other payments and benefits of such Employee in relation to his or her employment with Service Provider in accordance with the employment laws and regulations of the PRC during the Term up to and including the expiration date of the Term, provided that Service Recipient shall reimburse Service Provider all such payment incurred during the Term in accordance with “Pricing and Payment Terms”.
4.		Notwithstanding the provisions of Section 2(a)(ii) of the Agreement, with regard to any Employee who fails to enter into the new employment contract with Service Recipient (or its designee) effective on the Employee Transfer Date, Service Recipient shall bear all responsibilities to each such Employee for statutory severance pay related to the termination of the employment relationship between such Employee and Service Provider and compensation for accrued but unused annual leave calculated in accordance with the laws and regulations of the PRC from the date such employment relationship began until the Employee Transfer Date.

INSURANCE

1. Notwithstanding the provisions of Section 10(b) of the Agreement and without prejudice to its express obligations under this Schedule, Service Provider agrees that during the Term, it will maintain, at Service Recipient’s expenses, insurance policies covering the Business similar in scope, amount and coverage as Service Provider maintained during the twelve month period prior to the Distribution Date. In the event any claim needs to be made under these insurance policies, Service Provider will make such claim on Service Recipient’s behalf and transfer to Service Recipient all funds received less any out of pocket costs incurred in collection of such funds.

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INDEMNIFICATION

1.		Notwithstanding anything in the Agreement to the contrary, the indemnification obligations and procedures set forth in Article VII of the Distribution Agreement shall apply to any Indemnifiable Losses (as defined in the Distribution Agreement) Service Provider or any member of its Group incurs as a result of or in connection with providing the Services described in this Schedule. For the avoidance of doubt, Service Provider (or such member of its Group that has suffered an Indemnifiable Loss) shall be the “Indemnitee” and Service Recipient the “Indemnifying Party”, as such terms are defined in the Distribution Agreement. Notwithstanding the foregoing or anything in the Distribution Agreement to the contrary, Service Provider shall be permitted to consent to entry of judgment or settle any claim without the consent of Service Recipient and remain entitled to indemnification from Service Recipient; provided, that any such judgment or settlement is for a monetary amount under USD5,000; provided further that any such consent, judgment or settlement does not permit or provide for any injunction, declaratory relief, other order or other non-monetary relief to be entered against Service Recipient or any member of its Group.
2.		For the period of seven (7) years from the expiration date of the Term, upon any claim being made against Service Provider, Service Recipient shall give such information and assistance to Service Provider for the purpose of avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability, including:

	2.1		assignment of a legal advisor or a Representative appointed by Service Recipient to work with Service Provider or its professional advisors in avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability; and
	2.2		access (during business hours and on reasonable prior written notice) such access to its personnel and to any relevant records and information in relation to the Business as Service Provider or its professional advisers reasonably request.

LOCATIONS

     The premises of Service Provider located at Xxxxxxxx 0, Xx. 000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxxxx, Wuxi City, the PRC (“Premises”).

PREREQUISITES/DEPENDENCIES

	1.		Service Provider and Service Recipient shall enter into an Asset Purchase Agreement (“APA”) pursuant to which Service Recipient shall agree to purchase from Service Provider all of the Assets and assume all of the liabilities related to the Business.
	2.		Each Employee signs a letter confirming his or her agreement to be retained by Service Provider during the Term and to be transferred to Service Recipient (or its designee) with effect from the expiration date of the Term (or a date agreed by the Parties) in accordance with the section “Transfer of Employees.

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TAX STATUS

1. Monthly Costs received by Service Provider under this Schedule during the Term shall be considered taxable income in China. Service Provider shall:

	1.1		duly file all tax returns and provided all information required or requested to be delivered to any tax authority. All such returns and information remain correct and complete and none is, or is likely to become, the subject of any investigation or dispute by or with any tax authority;
	1.2		prepare, keep and preserve complete, accurate and up-to-date records both as required by law and to enable it to deliver correct and complete tax returns and to calculate any present or, so far as possible, future tax liability of Business or the entitlement of the Business to claim any relief.

2. Notwithstanding the foregoing, any tax payable by Service Provider arising from the provision of Service or the operation of the Business shall be borne by Service Recipient (or its designee) in accordance with “Pricing and Payment Terms”.

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following:

NOTICE REQUIREMENTS

SERVICE PROVIDER:

Address:
2405-6, 24/F, ING tower, 000 Xxx Xxxxx Xxxx Xxxxxxx, Xxxx Xxxx

Fax: x000 0000 0000

For the attention of: Mr. Xxxxxxx Xxxx, China Share Service Manager

SERVICE RECIPIENT:

Address:
Suite 3011-3014, Xxxxx 00, Xxxxx X, Xxxxxxxx Xxxxxxxx Xxxx, 000 Xxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, the People’s Republic of China

Fax: x00 (00) 0000 0000

For the attention of: Xx. Xxxx Xxxx Xxxx, Vice President and Director of Finance

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PRICING & PAYMENT TERMS

1. The Parties agree that, notwithstanding the provisions of Section 2(a) of the Agreement, Service Recipient (or its designee) shall be entitled to all economic rights and benefits, and shall assume all economic loss, arising from and in connection with the conduct of the Business by Service Provider during the Term.

2. During the Term, Service Recipient or Service Provider, as the case may be, shall pay an amount equal to the Monthly Costs (“Monthly Costs”) to the other Party calculated in accordance with the following formula:

Monthly Costs = Monthly Expenses plus RMB             minus Monthly Revenues

where:

Monthly Expenses means the aggregate of:

	(a)		all documented, reasonable out-of-pocket costs and expenses incurred by Service Provider which are necessary to provide Services, provided, however, that any such expenses exceeding USD5,000 per month for each Service shall require advance approval of Service Recipient; plus
	(b)		all wages, bonuses, overtime pay, social insurance and housing fund contributions, and other payments, benefits, retention and severance payments due to any of the Employees retained by Service Provider for the purpose of providing the Services; plus
	(c)		all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to or payable in respect of the Premises; plus
	(d)		any sales, services, value added or similar taxes, fees, charges, assessments, or income taxes (including any such taxes that are required to be withheld) arising from or in connection with the provision of Services; and

Monthly Revenues means the aggregate of:

	(a)		all revenues, rebates, refunds or otherwise payments collected or received by Service Provider arising from or in connection with the Business, as the case may be, during the Term; plus
	(b)		all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to the premises located at Xxxx 000, X0 Xxxxxxxx, Xxxxxxxx Xxxxx, Xx.0 Xxxxx’an Avenue, Beijing 100738, PRC and payable by ITT (China) Investment Company Limited in the amount of RMB             per calendar month for the period from 31 October 2011 to 31 December 2011 and RMB             per calendar month for the period from 1 January 2012 to the expiration date of the Term. In the event a total of RMB              is not added to Monthly Revenue over the life of the Term by the month prior to the end of the Term, the last month of the Term shall include that amount such that the total amount included in Monthly Revenue under this subsection (b) during the whole Term will equal RMB             .

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3. An amount equal to the Monthly Costs shall be paid by Service Recipient or Service Provider, as the case may be, to the other Party in the following manner:

	3.1		If the Monthly Costs is a positive number, then Service Recipient shall pay to Service Provider the Monthly Costs in accordance with section 2(b) of the Agreement
	3.2		If the Monthly Costs is zero, then no payment is due from Service Recipient or Service Provider to the other Party.
	3.3		If the Monthly Costs is a negative number, then Service Provider shall pay to Service Recipient the Monthly Costs in accordance with Section 2(b) of the Agreement.

4.		For the avoidance of doubt, no additional xxxx-up or inflation rate, as specified in Section 2(a)(i) of the Agreement, shall apply to any sum payable by Service Recipient to Service Provider under this Schedule.
5.		Taxes related to sums payable. Each Party shall pay all sums payable by it under this Schedule free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. If a deduction or withholding is so required, the relevant Party shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required.
6.		Audit. Service Provider and Service Recipient shall, as promptly as practicable and in any event within fifteen (15) Business Days following the expiration date of the Term, jointly appoint Deloitte & Touche, or such other accounting firm as may be agreed to (“Auditors”) to conduct an audit of the accounts of the Business. The auditor shall, within thirty (30) days from its engagement, prepare and deliver to the Parties an audited balance sheet to be made up as at the expiration date of the Term and an audited profit and loss account for the period from the Distribution Date to the expiration date of the Term in respect of the Business, in accordance with the Generally Accepted Accounting Principles of the PRC. The costs and expenses of engaging the Auditors shall be borne by Service Recipient (or its designee). The balance sheet and profit and loss account prepared by the Auditors shall, in the absence of manifest error, be final and binding on the Parties. The Auditors shall be deemed to act as an expert and not as an arbitrator.
7.		Post-termination Revenues and Expenses. To the extent that any payment, rebate or refund is made to Service Provider in respect of the Business after the expiration date of the Term, Service Provider shall receive the same as trustee, place the same in a separate bank account, record the payment separately in its books, and account to Service Provider for the same within five (5) Business Days after the end of each calendar month for all funds collected during such calendar month. To the extent that any cost or expense is paid by Service Provider after the expiration date of the Term in connection with the Business arising from an act, event or circumstance that occurs during the Term, Service Provider shall provide Service Recipient with all relevant invoices, receipts and contracts, as the case may be, and Service Recipient shall, upon verifying the documents provided, pay to Service Provider within five (5) Business Days after the end of each calendar month for all payments made by Service Provider arising from or in connection with the Business during such calendar month.
8.		At the expiration date of the Term, the Service Provider will assist the Service Recipient to physically transfer to Service Recipient (at Service Recipient’s cost) all Assets and liabilities within Service Provider’s possession or control and associated with the Business to Service Recipient’s facilities. In

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addition, within thirty (30) Business Days after the expiration date of the Term, the Service Provider and Service Recipient shall work together in good faith to identify the Assets and liabilities of the Business that shall be transferred to Service Provider at the end of the Term and that were not paid for or accounted for under the Pricing and Payment Terms section of this Agreement or the APA (the “Specified Assets and Liabilities”). The Service Provider and Service Recipient shall, within such thirty (30) Business Days agree on the amount of the Specified Assets and Liabilities and the Service Provider or Service Recipient, as appropriate shall, pay to the other, the agreed to amount such that Service Provider is reimbursed for its costs or expenses associated with the Specified Assets and Liabilities after the Term and Service Recipient has obtained the economic benefit of the Specified Assets and Liabilities and the Business during the Term.

Definitions

1.		Definitions and interpretation of words and expressions used in this Schedule shall be as set forth below:
		“APA” has the meaning set out in “Prerequisites/Dependencies”.
		“Assets” means the assets of Service Provider relating primarily to, used primarily in, or arising primarily from, the Business, to be transferred to Service Recipient pursuant to the APA and the assets purchased during the Term relating primarily to, used primarily in, or arising primarily from the Business.
		“Auditors” has the meaning set out in “Pricing and Payment Terms”.
		“Business” has the meaning set out in “General Service Description”.
		“Business Contracts” means customer contracts, supplier contracts, and all other contracts and engagements entered into and orders placed or received (a) on or before the Distribution Date by or on behalf of Service Provider in connection with the Business and which at Distribution Date remain (in whole or in part) to be performed; and (b) during the Term.
		“Business Days” means, for the purpose of this Schedule, a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open in the PRC for the transaction of normal banking business.
		“Business Information” means all information relating to the Business, existing at the Distribution Date or otherwise arising during the Term, including but not limited to details of customers, suppliers, distributors and agents, sales targets, sales statistics, market share statistics, market surveys and information relating to future business development or planning, information relating to discounts, commissions and rebates received and/or paid and litigation or legal advice, in whatever form (including computer disks or tapes) that information may be recorded or stored.
		“Business Records” means all books and records in whatever form (including computer disks or tapes) containing or relating to Business Information or on which Business Information is recorded or stored.

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“Employees” means the employees physically located at the Premises, employed by Service Provider to support the Business immediately prior to the Distribution Date, a list of whom is stated in the Annex.

“Employees Transfer Date” has the meaning set out in “Transfer of Employees”.

“Monthly Costs” has the meaning set out in “Pricing and Payment Terms”.

“Parties” mean collectively, Service Provider and Service Recipient of this Schedule, and a “Party” means either of them.

“PRC” means the People’s Republic of China excluding, for the purpose of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan.

“Premises” has the meanings set out in “Locations”.

“Representatives” means, the Service Owners identified under the section entitled “Service Owner” or such other person(s) designated by Service Recipient (or its designee) from time to time.

“RMB” means Renminbi, the lawful currency of the PRC.

“Service” has the meaning set out in “General Service Description”.

“Term” has the meaning set out in “Term and Option”.

“USD” means United States Dollars, the lawful currency of the United States of America.

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Annex

List of Flow Control Employees in Wuxi

The employees who are retained by Service Provider to provide the Services are set forth below:

Employee		Candidate (Chinese		Candidate (English
No		Name)		Name)		Position
0200301						GM, Flow Control
0868003						Black Belt
0820040						Finance Manager
0820022						Sr. Cashier & Bank Accountant
0000000						Finance Supervisor
0820032						AR Accountant
0000000						IT Supervisor
0863003						ESH Officer
0840020						XX Xxxxxxxxxx
0000000						XX & Adm. Assistant
0200312						P&P Supervisor
0200318						Purchasing Engineer
0870008						Sr. Sourcing Engineer
0870013						Sourcing Engineer
0860013						Warehouse Keeper
0860017						Forklift Worker
0860042						Forklift Worker
0860048						Forklift Worker
0860059						Forklift Worker
0860038						CSR Supervisor
0200311						Customer Service Representative
0200313						Customer Service Representative
0200304						Customer Service Representative
0200314						Customer Service Representative
0200310						Customer Service Representative
0100336						Customer Service Representative

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Employee		Candidate (Chinese		Candidate (English
No		Name)		Name)		Position
0200315						Customer Service Representative
0860004						Customs Assistant
0860047						Customs Declarant
0865022						Incoming Inspector
0865009						QA Inspector
0100303						QA Inspector
0200303						Assistant Production Manager
0200209						Manufacturing Engineer
0100312						Manufacturing Engineer
0100306						Xxxxxxx
0100302						Assembler
0100307						Assembler
0100308						Assembler
0100313						Assembler
0100315						Assembler
0100316						Assembler
0100322						Assembler
0100325						Assembler
0100327						Assembler
0100328						Assembler
0100339						Assembler
0100340						Assembler
0100342						Assembler
0100344						Assembler
0100345						Assembler
0100218						Assembler
0100222						Assembler
0100227						Assembler
0100229						Assembler
0100230						Assembler

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Employee		Candidate (Chinese		Candidate (English
No		Name)		Name)		Position
0100351						Assembler
0100363						Assembler
0680002						Assistant Marketing Communication Manager
0680003						Product Manager
0680004						Sales Manager
0680005						Sales Manager
0680007						Sales Engineer
0680008						National Sales Manager Flow Control
0680015						Sales Manager-Hygienic Business
0680018						Product Manager, AP
0680023						Product Manager, AP
0680030						Sales Engineer
0680031						Development Engineer

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SCHEDULE AB16
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation Xxxxx Xxxxxx		TSA Manager		Office:000-000-0000		Xxxxx.xxxxxx@xxxxxxx.xxx
Service Receiver’s Contact
Xylem Inc. Xxx Xxxxxx		TSA Manager		Office 000 000-0000		Xxx.Xxxxxx@xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation

Service Receiver: Xylem Inc.

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and

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other similar services in various areas including, but not limited to finance, tax, accounting, insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Annex A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through April 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this

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Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The xxxx will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule.

Notices and bills to the Service Provider should be sent to:

ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx

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Notices and bills to the Service Receiver should be sent to:

Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013. There shall be no make whole fee due under Section 11 of the Agreement upon early termination of this TSA.

Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour

* Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Annex A will be as set forth in Annex A unless no pricing is provided in which case if services are provided on an hourly basis the rates above will apply.

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Annex A

Annex A-1 Master Black Belt Training

Service Provider: ITT Corporation

Service Owner: Xxxx Xxxxxxxx, xxxx.xxxxxxxx@xxx.xxx (000) 000-0000

Service Receiver: Xylem Inc.

Service Owner: Xxx Xxxxx, xxx.xxxxx@xxxxxxxx.xxx (000) 000-0000

Service Receiver: Exelis Inc.

Service Owner: Xxxxx Xxxxxx, xxxxx.xxxxxx@xxxxxxxxx.xxx phone (000) 000-0000

The Service Provider will invoice the Service Receivers to equally share in out of pocket expenses incurred to deliver a joint Master Black Belt training class and subsequent Train the Trainer classes. Out of pocket expenses include but are not limited to Consultant expense, curriculum binders, CDs, books, meals, and various classroom supplies. All time, travel, and related expenses will be the responsibility of each company.

Master Black Belt training consists of 4 weeks. It will be led by one employee from each company and supplemented with consulting expertise as needed. The curriculum delivered will be the 2011 enhanced Master Black Belt content developed jointly with the University of Michigan. Certification will be the responsibility of each company.

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Annex A-2
Management Reporting (HFM/Planning) Post Separation Support Requirements

Following the separation of ITT into 3 companies, key management reporting resources will be required to provide post separation support and knowledge transfer between the NewCos. High level areas of support and knowledge transfer include:

•		Month-end close
•		Year-end close
•		New Year setup and rollforward
•		OpPlan, Forecast, and Budget
•		Metadata Management
•		Ledger Mapping
•		Break/Fix Support

Listed below are the key HFM and Planning resources whose post separation support will be required during the period 11/1/2011 through the 2012 March Close (approximately 4/20/2012).

										November												December												January												February												March												April
		Future
Resource		NewCo				Executive				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis
		ITTCo				No					n/a				48				48				n/a				48				24				n/a				48				24				n/a				36				12				n/a				36				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12
		Exelis				No					48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12				n/a
		ITTCo				No					n/a				48				0				n/a				24				0				n/a				24				0				n/a				12				0				n/a				12				0				n/a				12				0
		ITTCo				Yes					n/a				48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12

Service Provider Owners and Service Receiver Owners are set forth under “Service Owner” above

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SCHEDULE AB17
MANUFACTURING SERVICES TSA
SCHEDULE FOR VADODARA INDIA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider Xxxx Xxxxxx		General Manager, ITT Corporation India Pvt Ltd. Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx. Xxxxxxxx, Xxxxxxx 391 770		x00 000 000 0000		Xxxx.Xxxxxx@xxx.xxx
Service Recipient Xxx Xxxxxxxx		President, Xylem Water Solutions India Pvt Ltd. Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx. Xxxxxxxx, Xxxxxxx 391 770		x00 00 00000000		Xxx.Xxxxxxxx@xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

	1.		Service Provider — ITT Corporation India Pvt. Ltd.
	2.		Service Recipient — Xylem Water Solutions India Pvt. Ltd.

GENERAL SERVICE DESCRIPTION

	1.		Manufacturing of Xylem products
	2.		Finance & Accounting Services
	3.		Accounts Payables Services

TERM AND OPTION

	1.		Minimum Service Period — 2 months — Commencing on the Distribution Date. The Term can be extended through June 30, 2012 with the mutual consent of both parties.
	2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Manufacturing Services TSA Schedule for Vadodara India (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement.
	3.		Service Recipient shall have the option to terminate this Agreement at any time, with no additional make-whole fee as required in Section 11(b) of the Agreement, after the 1st 3 months with 1 month advance written notice to the Service Provider.

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SERVICES TO BE PROVIDED

1. Manufacturing of Xylem products

	a.		Provide order acknowledgement to Xylem India for the orders placed
	b.		Manufacture Xylem products based on orders placed by Xylem India and supervised by Xylem India employees seconded to ITT
	c.		Use Xylem assets and processes currently employed in Baroda and manufacture products per SOPs
	d.		Manage the factory employees seconded to ITT by Xylem
	e.		Place orders to suppliers on a timely manner and manage inventories in order to properly supply & fulfill customer orders
	f.		Ship finished goods directly to Xylem customers as requested in the purchase order
	g.		Maintain records of purchase cost based on latest purchase price as per BOM, stores and spares and packing material purchased for products manufactured by Xylem Water Solutions India Private Limited
	h.		Invoice Xylem for the manufacturing services on a monthly basis

2. Finance and accounting services

	a.		Maintain general ledger and chart of accounts
	b.		Reconcile balance sheet accounts at a minimum of once per quarter with respect to accounts payable, inventory, loans and advances, current liabilities and fixed assets
	c.		Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis
	d.		Fixed Asset accounting and reconciliation of Fixed Assets register to XX
	x.		Respond to special requests from service recipients legal advisors
	f.		Respond to Service Recipient’s ad hoc requests for financial data in a timely manner within reason
	g.		Respond to Service Recipient’s ad hoc requests for financial data with respect to Service Recipient’s business in a timely manner within reason
	h.		Provide auditable information with respect to Debit notes raised on Service Recipient

3. Accounts Payable Services

	a.		Process vendor invoices for payment as per payment terms approved by the Service Recipient. Any advance payment exceeding INR 200K shall require to be funded by Service Recipient
	b.		Perform 3 way match in Accounts payable system
	c.		Review invoice approvals
	d.		Maintain PO balance when partial shipments
	e.		Maintain firm control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient)

4. Administrative Services

	a.		Security
	b.		Nurse Station
	c.		Horticulture
	d.		Water

2

	e.		Electricity
	f.		Housekeeping
	g.		Pantry
	h.		Telephone
	i.		DG Set

LOCATIONS

IP facility located at the following address;

Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 391 770, India

3

PREREQUISITES/DEPENDENCIES

1. After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US Cost plus 2% - 10%
	b.		Professional — US Cost plus 2% - 10%
	c.		Management — US Cost plus 2% - 10%

2.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.
3.		In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law.
4.		All inventories and open purchase orders made on behalf of Service Recipient therein will be transferred to Service Recipient at the actual cost on completion of this TSA.
5.		The Service Recipient shall accept all invoices pertaining to the manufacturing activities of the Service Recipient during the TSA period even if the same are paid after the TSA period.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in India
2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in India
3.		Service Provider takes credit of service tax paid on employee secondment

4

BILLING LOCATION

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1. Service Provider — Xxxxxx Xxxxxxx

0000 Xxxxxxxxxxx Xxx, Xxxxx 0000

Xxxxx Xxxxxx, XX 00000

2. Service Recipient — Xxx Xxxxx

0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxx Xxxxxx, XX 00000

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
		None required		See Term and Option above

5

PRICING & PAYMENT TERMS

1. The monthly charges for contract manufacturing services provided under this TSA will be INR Cost plus 2% - 10% to the actual costs incurred.

	a.		Service Recipient has an option to extend the TSA for another 3 months at the same monthly rate
	b.		Service provider calculates all variable costs monthly — direct material and other costs (PPV, packaging, stores & spares, freight, customs, related to the manufacturing activity) and invoices the Service Recipient.
	c.		Service Provider, to the extent possible, will use the inventories and other material available to it and which are a part of the Transferred Physical Assets to execute the purchase orders placed by the Service Recipient.
	d.		Service Recipient will charge as service fee 5% of the cost of Direct Labor and Indirect Labor being supplied (seconded) to the Service Provider.

2. The monthly charges described above will be adjusted as follows:

	a.		Service Provider and Service Recipient agree that the Line Items (defined later) pertaining to the Water Business (as that term is defined in the Slump Sale Agreement executed by and between the Service Provider and the Service Recipient on even date) of the Seller on 1 October 2011 are: (i) Accounts Receivable: INR [•]; (ii) Accounts Payable: INR [•]; and (iii) Inventories: INR [•];
	b.		Service Provider and Service Recipient estimate that the Line Items pertaining to the Water Business (as that term is defined in the Slump Sale Agreement executed by and between the Service Provider and the Service Recipient on even date) of the Seller on 30 October 2011 (Estimated Accounts) will be: (i) Accounts Receivable: INR [•]; (ii) Accounts Payable: INR [•]; and (iii) Inventories: INR [•];
	c.		Service Provider and Service Recipient will: (i) calculate the Line Items pertaining to the Water Business (as that term is defined in the Slump Sale Agreement executed by and between the Service Provider and the Service Recipient on even date) of the Seller on 30 October 2011 (Completion Accounts); (ii) if the value of the Line Items in the Completion Accounts Differ is greater than the value of the Line Items set out in the Estimated Accounts, Service Receiver will pay Service Provider the difference together with the monthly charges for October 2011 as calculated at 1 above; and (iii) if the value of the Line Items in the Completion Accounts is lesser than the value of the Line Items set out in the Estimated Accounts, Service Recipient will deduct that difference from the monthly charges payable for October 2011 as calculated at 1 above difference

For this purpose Line Items means the value of Accounts Payable, Accounts Receivable, and Inventories of the Water Business of the Seller as set out in the unaudited [management] accounts on each relevant date.

6

	3.		All Invoices are payable in Indian Rupees (INR).
	4.		Invoices will be prepared monthly and mailed to the service recipient via email or regular mail.
	5.		Service Provider to attach additional backup of all variable costs (direct materials, attached to these invoices).
	6.		The 1st invoice will be dated on the last day of the financial closing in November
	7.		Invoice payment terms are net 30 days from invoice date.
	8.		Subsequent invoices will follow every 30 days

7

SCHEDULE AB18
SERVICES TSA ANNEX FOR
AXMINSTER

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to: Xxxx Xxxxxx

Name		Title		Phone		e-mail
Service Provider Xxxx Xxxxxx		General Manager		x00(0) 0000 000000		Xxxx.Xxxxxx@xxx.xxx
Service Recipient Xxxxxx Xxxxx		General Manager		x00 0000 000000		Xxxxxx.Xxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

	1.		Service Provider:        ITT Industries Ltd.
	2.		Service Recipient:      Lowara UK Ltd.

GENERAL SERVICE DESCRIPTION

	1.		Operations Services
	2.		Import/Export Services
	3.		INTRASTAT Compliance Services

TERM AND OPTION

	1.		24 months — Commencing on the date of the separation into 3 companies
	2.		The 24 month Term shall not be extended. Service Recipient will have the option to terminate this agreement at any time after the 1st 12 months with 6 months advance written notice to the Service Provider.

SERVICES TO BE PROVIDED

1. Operations Services

	a.		Lowara may need the services of ITT’s personnel for assistance with operations reporting.
	b.		Lowara may need the services of ITT’s personnel for assistance with operational processes including quality control.

2. Import/Export Services

1

	a.		Lowara may require the assistance of ITT personnel in the matters of export and import processes.
	b.		Lowara may require the assistance of ITT personnel in the matters of export and import regulatory compliance.

3. INTRASTAT Services

	a.		Lowara may require the assistance of ITT personnel for collecting information for INTRASTAT.
	b.		Lowara may require the assistance of ITT personnel for reporting information to the governmental authorities for INTRASTAT.

2

LOCATIONS

1. Lowara facility located at the following address:

Lowara UK Ltd.
Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx

PREREQUISITES/DEPENDENCIES

1.		Real Estate Sublease is in effect.
2.		Service Recipient will follow all of Service Provider’s Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipient’s use of the pump testing facilities.
3.		Service Recipient’s customers will be granted access to the test facility along with Service Recipient’s representatives for a customer witnessed pump test.
4.		Service recipient is precluded from hiring Service Provider’s employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated.
5.		In the event of 3rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United Kingdom
2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in the United Kingdom
3.		VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient

BILLING LOCATION

Lowara UK Ltd. Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx

3

SERVICE LEVEL

1. Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment.

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above.

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
N/A		None required		See Term and Option above

PRICING & PAYMENT TERMS

1.		The hourly fixed charge for Operations services, Import/Export services, and INTERSTAT Compliance services will be Cost plus 2% - 10% per hour for the term of this agreement — Payable in British Pounds.
2.		The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%.
3.		Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, and the number of hours spent providing the service.
4.		There will be no additional backup attached to these invoices.
5.		Invoice payment terms are net 30 days from invoice date.
6.		During the term of this TSA Schedule, no additional 2%, 10% or 4.5% increase in the pricing as set forth above should be applied pursuant to Section 2(a)(i) of the Agreement.

4

SCHEDULE AB19
TESTING SERVICES TSA SCHEDULE
FOR INDIA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider Xxxx Xxxxxx		General Manager, ITT Corporation India Pvt Ltd. Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx. Xxxxxxxx, Xxxxxxx 391 770		x00 000 000 0000		Xxxx.Xxxxxx@xxx.xxx
Service Recipient Xxxxxxxxxxxxx Xxxxxxxxxxxxxxxxx		Controller, Xylem Water Solutions India Pvt Ltd. Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx. Xxxxxxxx, Xxxxxxx 391 770		x00 00 00000000		Xxxxxxxxxxxxx.Xxxxxxxxxxxxxxxxx@xxxxxxxx.xxx

PARTIES TO THE AGREEMENT

	1.		Service Provider — ITT Corporation India Pvt. Ltd.
	2.		Service Recipient — Xylem Water Solutions India Pvt. Ltd.

GENERAL SERVICE DESCRIPTION

1. Testing services for Xylem products using IP test bed infrastructure in the Baroda plant

TERM AND OPTION

	1.		Maximum Service Period — 23 months — Commencing on the Date of physical separation of Service Provider and Service Recipient. TSA starts when Xylem manufacturing operations move in to the new Service Recipient plant. Minimum service: As needed by Xylem India.
	2.		The Hourly Costs are set forth below under Pricing & Payment Terms.
	3.		Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 12 months with 1 month advance written notice to the Service Provider
	4.		This agreement cannot be extended beyond the maximum service period of 24 months after the Distribution date of Oct 31, 2011.

1

SERVICES TO BE PROVIDED

1. Testing of Xylem products

	a.		Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products
	b.		Service Provider also provides tools, equipment and personnel to fully validate a product
	c.		Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents
	d.		Service Provider provides full report(s) on the results of the test and performance of the products
	e.		Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient
	f.		Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Xylem
	g.		Service Recipient or its agents or its customers will have access to the control room in order to witness the test.
	h.		Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products

2. For any possible later delivery, the Service Provider shall notify Xylem in advance and both parties shall agree on an Extended Schedule for such delivery. If the delivery is still not made according to the Extended Schedule, the Service Provider shall pay $50/day as late delivery penalty, but not exceed the total test value.

2

LOCATIONS

1. IP facility located at the following address;

Xxxx Xx 000X, XXXX Xxxxx, Xxxxxxxx, Xxxxx Xxxx.
Xxxxxxxx, Xxxxxxx 391 770, India

PREREQUISITES/DEPENDENCIES

1. After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US Cost plus 2% - 10%
	b.		Professional — US Cost plus 2% - 10%
	c.		Management — US Cost plus 2% - 10%

2.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.
3.		In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in India
2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in India

3

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1. Service Provider — Xxxxxx Xxxxxxx

0000 Xxxxxxxxxxx Xxx, Xxxxx 0000

Xxxxx Xxxxxx, XX 00000

2. Service Recipient — Xxx Xxxxx

0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxx Xxxxxx, XX 00000

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
		None required		See Term and Option above

4

PRICING & PAYMENT TERMS

1. The hourly fixed charge for testing services provided under this TSA will be INR Cost plus 2% - 10%.

	a.		Year 1 (2011) handling charges: 2%
	b.		Year 2 (2012) handling charges: 5%
	c.		Year 3 (2013) handling charges: 10%

2.		See attached spreadsheet for estimation of hours per pump model and types of tests required.
3.		The agreed lead time for testing will need to be mutually agreed between both parties prior to acceptance of the Purchase Orders placed by Xylem India
4.		All Invoices are payable in Indian Rupees (INR).
5.		Invoices will be prepared monthly and mailed to the service recipient via email or regular mail.
6.		The 1st invoice will be dated on the last day of the financial closing in December 2011
7.		Invoice payment terms are net 30 days from invoice date.
8.		Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient doesn’t use any testing services in any given month, Service Provider doesn’t have to provide an invoice.

Xylem India — Baroda Testing Requirements

IP Test Bed

XylemProduction Line Testing

Performance Test for 1 hour

Set-up &

NPSH Test

Blue Tank

Impeller

Electical panel

Product

per testing standards

Removal

Test

(optional)

Test Bed

Balancing

Hydro Test

logic test

Sampling method(eg 1 in 10) as decided by QA or Customer Request

1

45M

30M / Point

NA

100

%

100

%

Sampling method(eg 1 in 10) as decided by QA or Customer Request

2 hours total

1H

N/A

NA

1

100

%

NA

Sampling method(eg 1 in 10) as decided by QA or Customer Request

1

45M

30M / Point

NA

100

%

100

%

NA

Sampling method(eg 1 in 10) as decided by QA or Customer Request

2 hours total

1H

N/A

NA

NA

100

%

NA

As required by Xylem (# of hours to be listed in the PO)

2 hours total

per PO

per XX

XX

XX

XX

XX

XX

XX

XX

Xxxxxxxx

XX

000

%

NA

NA

NA

NA

Sampling

NA

100

%

XX

XX

XX

XX

XX

XX

000

%

XX

XX

XX

XX

XX

XX

000

%

XX

XX

XX

XX

XX

XX

XX

000

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

XX

000

%

100

%

XX

XX

XX

XX

XX

000

%

100

%

XX

XX

XX

XX

XX

000

%

100

%

XX

XX

XX

XX

XX

000

%

100

%

Comments (General)

1. Standard test setups (e.g. basic couplings)

2. No advanced testing (vibration, temperature, run-time, etc...)

3. Assummes no problems that require tear-down and retest

4. Assumes no special test-setup (e.g. seal pots, etc...)

2.00

1

5. Special testing / teardown and rebuild / etc...billed at shop (TSA) rate

5

Schedule AC1
ACCOUNTS PAYABLE, SUPPLIER
PAYMENT AND SALES & USE TAX
SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, expect where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxxx ITT Corporation		ITT Shared Service Working Capital Manager		(000) 000-0000		xxx.xxxxx@xxx.xxx
Xxxxxxxxx Xxxxxxx Exelis Inc.		Senior Business Analyst		(000) 000-0000		xxxxxxxxx.xxxxxxx@xxxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Accounts Payable, Supplier Payment and Sales and Use Tax Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide Accounts Payable, Supplier Payment and Sales and Use Tax Services:

Sales and Use Tax Services — The Service Provider will provide:

•     The Service Provider based on Sales and Use tax data received in a predefined form from the Service Receiver’s Business Units, will prepare the Sales and Use Tax Returns. A list of all valid Service Receiver Business Units is found in Attachment A.

720 Returns per Year

•     The Service Provider will file all required Sales and Use Tax Returns together with payments that are required. The Service Provider will send copies of the Returns to the appropriate Service Receiver Business Units.

720 Returns per Year

Cost plus 2% - 10% per month for services and

•    The Service Provider, on receipt of phone calls and emails, will respond to routine inquiries and correspondence from the various jurisdictions.

Cost plus 2% - 10%* per month for Vendor Cost

•    Taxware Configuration Support — The Service Provider on receiving Jurisdiction Change information from the Service Receiver will configure jurisdictional tax obligations. The Service Provider on receipt of a request from the Service Receiver will provide Use Tax information (via the ZUSE_TAX report) to the Service Receiver.

SS-AP-SP -01

Accounts Payable and Supplier Payment Processing Services

•    Value Added Tax (VAT) Recovery Support — The Service Provider will review vendor invoices for VAT charges, and submit VAT included invoices to 3rd party (Meridian) for submission to VAT Taxing Authorities. Upon receipt of a VAT refund check from the Service Receiver’s 3rd party (Meridian), Service Provider will provide the funds to the Service Receiver’s Business Unit.

18

(*Includes 4.5% inflation for 2012 and 2013. Vendor Cost Charges cease after 18 months)

Accounts Payable and Supplier Payment Vendor Master Data Maintenance:

•    The Service Provider on receiving Service Receiver approved remit-to vendor set-ups and update requests submitted via the vendor portal, will utilize address standardization and duplicate checking to review and approve or reject the vendor request. If approved, the add/changed Vendor information will be updated in the vendor master within 1 hour between the hours of 8:00am and 5:00pm EST.

•     The Service Provider on receiving a Credit Reference Request form, will forward the request to the Service Provider’s Banking partner (Citibank) where they process the request.

•    The Service Provider after receiving electronic banking details from the Service Receiver or their Vendor, adds all Banking Details. The Service Provider requires complete (per banking requirement

2

Minimum

Service

Service

BAU Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

instructions) electronic banking details be sent to the Vendor Administrator, and will be processed within 48 hours.

•    The Service Provider reserves the right to be the sole owner and administrator of Master Programs, Tables, Data, and Application Security and Access controls will as necessary get joint approval from all Service Receivers for those proposed changes that will impact another Service Receiver.

In addition, the Provider will provide the following services: Complete SAP Month End jobs and reports to support postings.

Accounts Payable and Supplier Payment Document Management and Processing:

•    The Service Provider will pick up mail from the Service Receiver’s Seneca Falls Post Office Box.

159,878 Documents per Year

•      The Service Provider on receiving incoming documents (e.g., mail, fax, non-Service Receiver email) from the Service Receiver or Service Receiver’s Suppliers, are opened, reviewed, and scanned into SAP within 1 business day, and are indexed within 2 business days. Priority documents are indexed within 1 business day. The Service Provider’s Document Processing and Help Desk Teams determine priority. Upon completion of indexing, the documents route to either the Check Request portal for further input by the Service Receiver or on to Document Processing for matching by the Service Provider.

•    Non-compliant workflow handling — Accounts Payable document received by the Service Provider, which does not contain sufficient information to be indexed, is routed to the Service Receiver for Non-Compliant Workflow review. The Service Receiver must provide direction to the Service Provider prior to any additional processing.

•     Duplicate Checking — The Service Provider for each Accounts Payable document received compares it to previously received and processed documents to ensure no duplicate invoices are processed, and will delete duplicate as necessary.

•    The Service Provider will store all Service Receiver’s Invoices and attachment information onsite and off-site with an external document storage vendor (Iron Mountain).

Accounts Payable and Supplier Payment Document Processing:

•    The Service Provider will for all Purchase Order related invoices either 2 or 3 way match them. Any

241,547 Documents

3

Minimum

Service

Service

BAU Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

documents found by the Service Provider having exceptions or needing approvals, are parked for review by the Service Receiver, all matched documents are posted.

per Year

•    The Service Provider receives electronic documents via interface from the Service Receiver or an internal business group within Provider. Documents are received and posted automatically unless an exception exists. A combination of one or more of these components: PO, tax review, and an Accounts Payable document can be received from the Service Receiver or an internal business group within Provider. The Service Provider will retain all hard copy invoices for DCAA audit requirements.

84,587 Documents per Year

•    For Service Receiver’s Business Units that cannot support foreign currency payments through Receiver’s Purchase Order systems, the Service Provider requires additional processing prior to payment. Invoices received in a currency other than USD and CAD require an update to the Purchase Order prior to invoice posting. The Service Provider will provide the Service Receiver the converted USD or CAD value, so that the Purchase Order can be updated to match the provided amount.

•    The Service Provider determining any Accounts Payable document that does not pass the 2 or 3 way match or requires approval, must be parked for review by the Service Receiver.

•    The Service Provider on receiving returned ‘parked’ documents from the Service Receiver, will:

•    Process the returned corrective actions for each ‘parked’ document, specified by the Service Receiver. The Service Receiver must review each ‘parked’ document.

•    Review the directions provided by the Service Receiver and either post, delete, delete and recreate, or re-park the document based on the comments provided by the Service Receiver and the ability to match the document

•    No item in the processing queue should remain in the queue greater than 5 business days. On a daily basis the processing team will also work priorities based on status and due date.

•    The Service Provider will review upon receipt of a One-Time Vendor check request submitted via the check request portal from the Service Receiver, will be reviewed by the Service Provider, and sent to the Service Receiver’s approver regardless of approval limit.

•    The Service Provider on receiving Stop Payment and Void notifications from the Service Receiver’s bank, will process Stop payments and voids within SAP (in conjunction with Treasury processing with the bank) and Invoice reversals when necessary.

521 Requests per Year

4

Minimum

Service

Service

BAU Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Accounts Payable and Supplier Payment Vendor Payment Processing:

1,368 Payment Runs per Year

•    The Service Provider will execute Payment runs on Mondays, Wednesdays, and Fridays (excluding USA and Canadian holidays) at 8:00am EST, for those invoices, which have reached to their Due Dates, and transmit Payment file to the Service Receiver’s Bank.

•    The Service Provider will review any exceptions from the payment process, and will update the system accordingly.

•   The Service Provider on receipt of a Vendor Refund request from the Service Receiver, or a returned payment from the Post Office, will process them appropriately

•    The Service Provider on receipt of an Emergency request, will provide to the Service Receiver Emergency payment services. These services are processed from Seneca Falls, between 1:00pm and 2:00pm EST daily excluding USA/Canadian Holidays. All overnight instructions are to be provided in advance. This service should be reserved for true emergencies only based on the urgency of the transaction (shut-offs which severely impact business operations) subject to approval by Service Provider. Emergency Check requests received by the Service Provider after 2:00pm EST are subject to additional charges.

•    The Service Provider will process Intercompany Payments twice each month.

Accounts Payable and Supplier Payment Help Desk Processing — The Service Provider will provide Help Desk services to the Service Receiver:

•   The Service Provider will receive inquiries via Issuetrak from the Service Receiver or their Vendors are received and recorded centrally. The Service Provider will create Tickets, assign priority and will be resolved by the Service Provider Help Desk staff or appropriate resources.

4,376 Internal User Inquiries per Year

•   The Service Provider will receive approved User ID requests through Issuetrak from the Service Receiver, and will update the appropriate user access information necessary to provide user access.

•   The Service Provider will provide access to applications through user request form(s) submitted by Service Receiver via Service Provider P2P Help Desk tickets for authorized service receiver users. Service Provider will maintain and reset SAP user passwords and application security through Provider P2P Help Desk requests. Service Provider will monitor and restrict unauthorized access to source code and data. User add/update/delete requests will be completed within three (3) business days of receipt of complete, approved form.

176 Requests (Adds, Deletes, and Updates) per Year

•   Tickets are assigned a priority of High, Medium and

5

Minimum

Service

Service

BAU Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Urgent. High tickets are resolved within 1 business day, and Medium tickets are resolved within 2 business Days. Urgent priority tickets are responded to within 1 hour, during normal Service Provider business day. Tickets classified as User set-ups and others are completed within 3 days. The Service Provider will receive approved User ID requests through Issuetrak from the Service Receiver and will update the appropriate user.

Accounts Payable and Supplier Payment Reporting and Processing:

•    Daily Reporting — The Service Provider will continue to provide any daily reports currently provided to the Service Receiver automatically through email or SAP inbox.

11 Postings per Business Unit per Month (month-end processing)

•    Month-End Processing — All transactions posted throughout the month are accounted for at month end and updates sent to the Service Receiver’s Business Units for posting on their ledger. Reports are sent to Service receiver via an email or SAP inbox.

•    Year-End Processing — All parked documents as of 12/31 are completed and recreated in the new fiscal year via an electronic message.

•    1099’s — Service Provider will consolidate all transactions posted against vendors labeled as 1099 vendors throughout the year for 1099 issuance and filing. Service Receiver must continue to provide any non SAP 1099 data to the Service Provider and review and obtain W-9 for all One Time Vendor requests for 1099 compliance.

Accounts Payable and Supplier Payment Audit Support:

•    The Service Provider will continue to provide existing reporting, invoice copies, and payment information (in conjunction with Treasury) upon audit request. Service Receiver will be responsible for transactions for which Service Provider systems are not the system of record.

Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Provider’s MQ):

SS-AP-SP -02

P2P Delivery Environment Application Support Services

•    P2P Delivery Environment Support & Maintenance — Service Provider will monitor incident resolution requests; and recommend and implement incident resolution. Service Provider will identify and communicate breaks in application, develop solution to address break, and implement fixes to resolve

534 SAP Users 241,547 Invoice Postings per Year

6

Minimum

Service

Service

BAU Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

break. Service Provide reserves the right to charge time and material for a Service Receiver initiated break which requires greater than 8 hours to resolve. Service Provider will maintain production batch schedule, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes; and monitor and maintain application administration. Service Provider will provide SAP Basis support, development support for the P2P Delivery Environment, and configuration management in support of business as usual activities (excludes enhancement requests by Service Receiver). Requests for support and maintenance will be submitted and tracked via Service Provider Help Desk ticket. Service Provider will publish scheduled down time which will allow for normal maintenance of the P2P environment including operating system upgrades; database maintenance, and other tasks required in order to keep environment running efficiently. Ad-Hoc down time will be communicated to Service Receiver with 3 business days advance notice where possible.

44,022 New Purchase Orders Created per Year

•   P2P Delivery Environment Testing Support - Support of Receiver requested testing cycles are included in services during the TSA with the following exceptions to be treated as supplemental services and charged via Time and Materials Based on Additional Pricing Section:

•   Testing requiring a client refresh more than twice a year.

•   Test requiring run and verification of a full month-end close where Provider and Receiver are not in consensus that the change has an impact to month-end close.

7

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 3% (such activity, including any such 3% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

8

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
SS-AP-SP -03		Accounts Payable and Supplier Payment & P2P Delivery Environment Migration		•    Support of data extraction requests from the Service Receiver •     Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and current state functional data mapping		Time and Materials Based on Additional Pricing Section
				Service Provider will provide the following knowledge transfer services:
SS-AP-SP -04		Accounts Payable and Supplier Payment & P2P Delivery Environment Knowledge Transfer		•    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Accounts Payable and Supplier Payment; Sales and Use Tax; and P2P Delivery Environment services		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Accounts Payable and Supplier Payment Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

9

LOCATIONS

Services are initially provided from Seneca Falls, USA to other USA and Canada locations.

PREREQUISITES/DEPENDENCIES

•		If Service Receiver or their Supplier(s) provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear extraordinary cost and external fees incurred to rectify the issue.
•		The Service Receiver, will strive to see that all invoices sent by their Suppliers are sent directly to Seneca Falls and must reference a valid Purchase Order number (where applicable), in order for the Service Provider to meet existing Service Levels.
•		Any external fees associated with late returns due to the Service Receiver missing these requirements (3 bullets below) is the responsibility of the Service Receiver
•		The Service Receiver will furnish to the Service Provider relevant and accurate Sales and Use tax data by the end of the second week after each month end closing or the 10th of the month, whichever comes first.
•		The Service Receiver will be responsible to register with appropriate Taxing Authorities for any new locations (Business Units). The Service Receiver will ensure that the applicable tax registration information will be provided to the Service Provider in a timely fashion.
•		The Service Receiver will be responsible for updating and maintaining any changes with existing registrations with Taxing Authorities. Notification of changes will be provided to the Service Provider, if applicable.
•		The Service Receiver is required to ensure accuracy of the vendor master records used in the transactions including: address, and terms from the vendor master or Purchase Order. The Service Provider is responsible for vendor remit to maintenance and accuracy.
•		The Service Receiver is responsible for the cost and outstanding liabilities of any additional Service Receiver location, not found in Attachment A, prior to the Service Provider providing services.
•		Service Receiver will maintain the interfaces documented in Attachment B.
•		Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Order Management System (OMS) and Infinium.

10

•		Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect.
•		Service Receiver will support testing as required for changes implemented by Service Provider for BAU enhancements or where mandated by any 3rd party vendor support, e.g. SAP. Where enhancements require extensive testing by the Service Receiver, Service Provider will get approval from Service Receiver.
•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

11

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to 3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET.

Service Provider P2P Help Desk support is available 8:00 AM — 5:00 PM ET Monday through Friday except for holidays. Items are assessed for priority within one (1) hour of receipt. Barring circumstances outside of Service Provider’s control, urgent priority items are addressed within one (1) hour. High priority items will be responded to within one (1) business day and medium priority within two (2) business days. Priority is assessed by the helpdesk staff with direction from Service Receiver.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

12

Attachment A

The Service Provider will perform services on behalf of the Service Receiver, to the following Service Receiver Business Units:

Pre-day 1
Company Codes		Company name		City
0000				Xxxx Xxxxx
1010				Xxxxxxx
1018				Seneca Falls
1160				Reston
1165				Van Nuys
1170				McLean
1180				Roanoke
1185				Rochester
1186				Rochester
1190				Colorado Springs
0000				Xxxxxxxx Xxxxxxx
0000				Xxxxxxxx Xxxxxxx
1198				Colorado Springs
1199				Colorado Springs
1200				Charleston

     NOTES:

1)		All times noted are U.S. Eastern Time Zone
2)		Hours quoted are business hours (i.e. Monday — Friday excluding local Holidays) only, excludes Saturday and Sunday
3)		A “business day” equals 24 hours

13

ATTACHMENT B

Interface Name		Business Purpose		Source		Destination		Frequency
Vendor		Central Vendor Master Maintenance		Service Provider		Service Receiver		Real-time
Purchase Order		Purchase Order add, change, delete		Service Receiver		Service Provider		Real-time
Receipts		Receipt posting and reversals		Service Receiver		Service Provider		Real-time
Invoice Posting		Invoice posting and reversals		Service Provider		Service Receiver		Real-time
Invoice Payment		Payment posting and reversals		Service Provider		Service Receiver		Real-time
Month End Reconciliation:
ME_APRECLS		ME A/P trade reclass		Service Provider		Service Receiver		Month End
ME_FCREVAL		ME Foreign Currency revaluation		Service Provider		Service Receiver		Month End
ME_HCR		ME Headquarter cash reclearing		Service Provider		Service Receiver		Month End
ME_ICRECFX		MW Intercompany FX reclass		Service Provider		Service Receiver		Month End
ME_ICRECLS		ME Intercompany Payables reclass		Service Provider		Service Receiver		Month End
ME_OCR		ME Uncleared Cash reclass		Service Provider		Service Receiver		Month End
ME_SMLDIFF		ME Small Difference balancing		Service Provider		Service Receiver		Month End
ME_SSF		ME Shared Service Fee — P2P		Service Provider		Service Receiver		Month End
ME_SSFEBUY		ME Shared Service Fee — eBuyITT		Service Provider		Service Receiver		Month End
ME_TAXRCLS		ME Sales & Use tax reclass (for self-assessed tax)		Service Provider		Service Receiver		Month End
ME_VDPFX		MW Vendor down payment		Service Provider		Service Receiver		Month End

14

Schedule AC2
eBuyITT INVOICE PROCESSING
SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, expect where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxx Xxxxxxxx ITT Corporation		Manager, TDS Business Relationships & Corporate Travel		(000) 000-0000		xxxx.xxxxxxxx@xxx.xxx
Xxx Xxxxxx Exelis Inc.		TSA Manager		(000) 000-0000		xxx.xxxxxx@xxxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform eBuyITT Invoice Processing Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide eBuyITT Invoice Processing Services:

•     eBuyITT Invoice Review — The Service Provider will receive designated invoice submissions from the Service Receiver’s eBuyITT enabled Suppliers (via EDI transaction or manual entry) and prep invoices and feed the submitted invoices to Perfect Commerce. The Service Provider will use the daily invoice feeds from Perfect Commerce to prep invoices for financial back office operations.

8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually

•     eBuyITT Exception Handling and Resolution — The Service Provider will reconcile and re-validate invoices flagged with validation errors. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution.

2,800 Transactions Annually

•     Invoice Recording & Payment Processing — Service Provider will send the balanced invoices to an internal business unit within the Service Provider, on a daily basis, for additional Accounts Payable recording and payment processing for the Service Receiver.

8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually

SS-eBuyITT- -01

eBuyITT Invoice Processing Services

•     Vendor File Maintenance — The Service Provider will receive vendor master data for new vendor setup from an internal business unit to perform Vendor File Maintenance.

As Needed Basis

18

Cost plus 2% - 10% per month

•     Tax Exempt Certificate File Tax Exempt Certificate File Maintenance — The Service Provider will receive Service Receiver Supplier’s tax exempt vendor certificates from an internal business unit to maintain tax exempt master file.

8,418 Hard Copy Invoices Annually* / 34,693 Invoices Annually

•     Cost Distribution Services — Service Provider will use validated invoices as documented above to provide Service Receiver a cost distribution file transmitted via FTP and/or email, or transmitted to an internal business unit data and centralized tax services via the current Purchase to pay distribution process to all Service Receiver’s business units that are currently on Purchase to Pay. The Service Provider will provide cost distribution and taxability indicators, per agreed frequency to the Service Receiver’s business units that are not currently supported by the Shared Services Accounts Payable (P2P) process).

As Needed Basis

•     eBuyITT Aged-Invoice Workflow Notification — Service Provider will perform routine communication of aged open invoices requiring Service Receiver triage and action.

As Needed Basis

2

* Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section.

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes (e.g., Benefits provider change) are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

3

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
SS-eBuyITT-02		eBuyITT Invoice Processing Services Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•   Support of data extraction requests from the Service Receiver
				•   Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and current state functional data mapping
SS-eBuyITT-03		eBuyITT Invoice Processing Services Knowledge Transfer		Service Provider will provide the following knowledge transfer services:		Time and Materials Based on Additional Pricing Section
				•   Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to eBuyITT services

Supplemental Services

For requests for supplemental services relating to eBuyITT Invoice Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

4

LOCATIONS

Services are initially provided from Palm Coast, FL USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).
	•		If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

SCHEDULE AC3

P-CARD TRANSACTION PROCESSING

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxx Xxxxxxxx		Manager, TDS Business		(000) 000-0000		xxxx.xxxxxxxx@xxx.xxx
ITT Corporation		Relationships & Corporate Travel
Xxx Xxxxxx		TSA Manager		(000) 000-0000		xxx.xxxxxx@xxxxxxxxx.xxx
Exelis Inc.

GENERAL SERVICE DESCRIPTION

Service Provider will perform P-Card Transaction Processing Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide P-Card Transaction Processing Services:

•     P-Card Invoice Review — The Service Provider will receive a notification and data file from US Bank once monthly containing transaction details and Company information for Service Receiver’s P-Card holders. In addition, the Service Provider will receive from an internal business unit an authorization to proceed with the P-Card File download. The Service Provider will review the file, format data for financial processing, and validate invoices for completeness and accuracy. The Service Provider will flag invoices with validation errors. The Service Provider will use booked AP invoices to generate proprietary data files to be sent via email to Service Receiver’s Treasury Department for payment settlement.

410 Transactions Annually

SS-PCard Processing-01

P-Card Transaction Processing Services

•     P-Card Exception Handling and Resolution — The Service Provider will reconcile and re-validate invoices flagged with validation errors. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution. For processing credits, the Service Provider will insure that management accounts have monthly debit balances prior to transmission to Service Receiver’s Treasury Department. If a management account is received as a zero or credit balance, the Service Provider will remove credit transactions from being processed in ascending order until the management account reflects a debit balance. The Service Provider will communicate the removed credits to the internal business unit for resolution.

130 Transactions Annually

18

Cost plus 2% - 10% per month

•     P-Card Cost Distribution — The Service Provider will use validated invoices as documented above to provide Service Receiver a Cost Distribution file transmitted via File Transfer Protocol (FTP) and/or email.

21 Transactions per Month

•     P-Card File Maintenance — The Service Provider will perform file maintenance based on internal business unit approval for new and/or changes to P-Card holders. Only valid, internal business unit-approved cardholder transactions are processed. Three (3) business days prior notice is required to maintain P-Card file.

As Needed Basis

2

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

3

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
				• Support of data extraction requests from the Service Receiver
SS-PCard Processing-02		P-Card Transaction Processing Migration		• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and functional data mapping		Time and Materials Based on Additional Pricing Section
				Service Provider will provide the following knowledge transfer services:
SS-PCard Processing-03		P-Card Transaction Processing Knowledge Transfer		• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to P-Card Transaction Processing services		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to P-Card Transaction Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

4

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect.
	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect.
	•		Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

5

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)
Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

SCHEDULE AC4
TELECOM INVOICE PROCESSING
SERVICES (TAPS)

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxx Xxxxxxxx ITT Corporation		Manager, TDS Business Relationships & Corporate Travel		(000) 000-0000		xxxx.xxxxxxxx@xxx.xxx
Xxxxx XxXxxxxx Exelis Inc.		Director, Enterprise Infrastructure Operations		(000) 000-0000		xxxxx.xxxxxxxx@xxxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Telecom Invoice Processing Services (TAPS), for Long Distance Voice and Data Circuitry, for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum

BAU

Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide Telecom Invoice Processing (TAPS) Services:

•    TAPS supplier statements — The Service Provider will receive Service Receiver’s current Primary Telecom Service Supplier statements monthly. The statements are transmitted via EDI, or entered manually via paper statements, to the Service Provider. To produce balanced TAPS statements, the Service Provider will perform various validation and duplication protection routines with criteria including Master Control Number, Account number, and AT&T Statement numbers. Only total current charges are recognized in the TAPS system for processing each month.

2,700 Transactions Annually

SS-TAPS-01

Telecom Invoice Processing Services (TAPS)

•    TAPS Exception Handling and Resolution - Service Provider will reconcile accounts that failed validation. The Service Provider will make commercially reasonable efforts to gain resolution from the Service Receiver, to produce resolved accounts that are ready for financial processing. Accounts that fail validation are not paid without resolution.

90 Transactions Annually

9

Cost plus 2% - 10% per month

•    Invoice Recording & Payment Processing — Service Provider will send the balanced invoices to an internal business unit within the Service Provider, on a monthly basis, for additional Accounts Payable recording and payment processing for the Service Receiver.

2,700 Transactions Annually

•     TAPS Cost Distribution — The Service Provider will transmit to the Service Receiver a Cost Distribution file from the processed validated Statements, Service Provider will transmit this file via FTP and/or email to the Service Receiver.

27 Transactions per Month

•     TAPS Customer File Maintenance — The Service Provider will perform Customer File Maintenance after receiving a Change Request from the Service Receiver. Only valid, ITT Customer accounts and Statements are processed. Three (3) business days prior notice are required to maintain the Customer file.

45 Transactions Annually

2

Service Volumes Greater or Less Than Observed Pre-Distribution

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented in this agreement
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

3

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
SS-TAPS-02		Telecom Invoice Processing (TAPS) Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•    Support of data extraction requests from the Service Receiver
				•    Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes and functional data mapping
SS-TAPS-03		Telcom Invoice Processing (TAPS) Knowledge Transfer		Service Provider will provide the following knowledge transfer services:		Time and Materials Based on Additional Pricing Section
				•    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Telecom Invoice Processing (TAPS) services

Supplemental Services

For requests for supplemental services relating to Telecom Invoice Processing Services (TAPS) by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

4

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations and select EU and Asia locations.

PREREQUISITES/DEPENDENCIES

•		Security and access controls will be maintained as set forth in     the Master Services Agreement.
•		If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
•		Service Receiver must actively be engaged on the Accounts Payable and Supplier Payment TSA for the duration this agreement is in effect.
•		Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies.
•		Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor.
•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

5

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

SCHEDULE AC5
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM

Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation		Mgr, Benefits
Xxxxxxx Xxxxxxx		Planning and
		Administration		(000) 000-0000		Xxx.xxxxxxx@xxx.xxx
Xxxx Xxxxx		Benefits Analyst		(000) 000-0000		Xxxx.xxxxx@xxx.xxx
Xxxxxx Xxxxxx		Manager, Benefits,
		Financial Reporting
		And Administration		(000) 000-0000		Xxxxxx.xxxxxx@xxx.xxx
Service Recipient’s Contact
Exelis Inc.		Director of Global		(000) 000-0000		Xxxx.xxxx@xxxxxxxxx.xxx
Xxxx Xxxx		Benefits
Xxxx Xxxxx		Manager of Benefits
		Administration		(000) 000-0000		Xxxx.Xxxxx@xxxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation — White Plains, NY
Service Recipient: Exelis Inc. — White Plains

TERM

Services provided hereunder shall terminate December 31, 2013; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined herein) and incurred on or before December 31, 2011.

GENERAL SERVICE DESCRIPTION

Service Provider currently provides active medical, pharmacy(Rx) and dental administration for coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA) (Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active, Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (                                    ) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms (collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of Service Provider.

All medical, dental, pharmacy and FSA claims of Service Recipient’s Covered Employees made under the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service Recipient will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipient will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1^st) calendar day of the month, commencing on the day after the Distribution Date. Service Recipient will prepare and deliver to Service Provider a monthly self xxxx containing cost breakdown by business unit and plan tier as set forth on Attachment A, within five (5) Business Days after the beginning of each calendar month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

2

Service Provider will retain responsibility for executing funding of Claim payments and eligibility management with Vendors through December 31, 2013.

Service Provider will conduct a Headcount True-Up (as defined below) of the monthly premiums and establish an Incurred But Not Reported (“IBNR”) claims reserve for Claims incurred prior to December 31, 2011 date, but paid after that date, and conduct a reconciliation of such reserve. See “Headcount True-Up” and “IBNR Reconciliation” sections under Additional Pricing for details.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below or described above (collectively, the “Services”).

	•		Monthly Premium billing.
	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).
	•		See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims.
	•		Claims processing

	•		All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date.
	•		The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider.
	•		Service Provider will pay all Claims incurred during the 2011 Plan Year.

• Eligibility

	•		All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface.
	•		The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012.
	•		Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing.

3

	•		All file transmissions to Vendors will be handled by the Exelis Inc. Fort Xxxxx Shared Service team under the HR/Payroll/Benefits Transition Services Agreement.
	•		All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged.
	•		COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Attachment B.

• Claims payment

	•		All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider.
	•		Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider.
	•		Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date.
	•		Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan.
	•		MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year.

PREREQUISITES/DEPENDENCIES

Service Recipient Responsibilities

	•		Service Recipient will provide accurate and timely employee enrollments via Infinium.
	•		Service Recipient will research eligibility issues as needed.
	•		In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred.
	•		Local Human Resources/Benefits departments will support Covered Employees.

4

BILLING LOCATION

Service Recipient will provide Service Provider a self billed invoice and payment to their address set forth below. The xxxx will cover all charges for Services under this Schedule provided by Service Provider. The invoice will contain the number of enrolled employees per tier per coverage, as set forth in Schedule A. A detailed list of Covered Employees will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider in the twelve (12) month period prior to the Distribution Date are contained in the fee structure set forth below. The Service Provider and Service Recipient agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider will provide the same service level to the Service Recipient as it provides to its Covered Employees.

NOTICE REQUIREMENTS

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Recipient:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

Termination notices are not required. Service Provider will pay Claims incurred during the 2011 Plan Year, during the period from November 1, 2011 through December 31, 2013 with no

5

further premium billed to the Service Recipient. Pursuant to the terms of the Plans there is a twenty-four (24) month Claim filing limit.

PRICING

In addition to the costs specifically set forth below, Service Recipient shall also pay all routine business travel expenses relating to such Services. The below table contains the monthly premium rates the Service Provider shall charge. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. Each business unit has been banded 1 through 5. Depending on the assigned band the appropriate budget amount is charged to that business unit. The amounts in the table are per employee per month, by plan and coverage tier. See “General Service Description” for further detail on payment and billing for the monthly premium payments.

6

Medical and Pharmacy Premium

Basic

Rating

Employee

Employee

Band

Only

+1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

Enhanced

Rating

Employee

Employee

Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

EPO

Rating

Employee

Employee

Band

Only

+1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

HDHP

Rating

Employee

Employee

Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

7

Dental Premium

MetLife Dental
EE		EE+1				Family

FSA Pricing

New

ASO

Total ASO

Coloc

Participating Location

Company

PartCount

Fee

per Month

205010

Electronic Warfare

Exelis

213010

Communications System Division — Ft Xxxxx

Exelis

213020

Communications System Division — Nutley

Exelis

213030

Defense Division HQ

Exelis

261010

Night Vision

Exelis

374010

Xxxxxxxxx Division

Exelis

400010

Systems

Exelis

400011

Communications Systems-CS

Exelis

510001

Power Solutions

Exelis

510002

Power Solutions — Hourly

Exelis

513010

Advanced Engineering & Sciences

Exelis

513010

Advanced Engineering & Sciences — AGT

Exelis

513020

Systems Division — SGS

Exelis

579010

Geospatial Systems — Rochester

Exelis

579020

Geospatial Systems — Ft Wayne

Exelis

579030

Geospatial Systems — New Jersey

Exelis

717010

Antenna Products and Networking Systems

Exelis

718010

EDO

Exelis

720010

ALM

Exelis

721010

Communications and Countermeasures Systems

Exelis

722010

Reconnaissance and Surveillance Systems

Exelis

727010

Naval Command and Sonar Systems

Exelis

728010

Mine Defense Systems

Exelis

729010

Electro-Ceramic Products

Exelis

730010

EVI

Exelis

731010

Impact Science and Technology

Exelis

732010

NextGen

Exelis

736010

Fiber Science

Exelis

737010

Speciality Plastics

Exelis

740010

Defense Systems

Exelis

Exelis

8

Additional Pricing

Hourly Rates

Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12) month period prior to the Distribute Date but otherwise provided by Service Provider employees (including but not limited to modification, consulting, exit strategy development, transition, etc.) are documented below. The employee category is defined by Service Provider. The rates documented below apply to Service Provider employees only, should external resources be required, the costs for those external resources will be reviewed with the Service Recipient prior to execution of the project.

Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to Section 2(a)(i) of the Agreement.

General Category of Employee		Hourly Rate
1. Secretarial/Administrative		$	50.00
2. Non-Executive		$	100.00
3. Executive		$	150.00

Headcount True-Up

Service Provider shall conduct a “headcount” true-up by March 31, 2012 (the “Headcount True-Up”), based on actual enrollment during the period beginning on the day after the Distribution Date and ending on December 31, 2011. The Headcount True-Up will be based on reviewing the actual monthly Infinium enrollment by Plan and coverage tier, by unit, but, for the avoidance of doubt, no true-up of actual Claims will be conducted. The Service Provider shall promptly provide the results of the Headcount True-Up to Service Recipient together with any supporting data reasonably requested by Service Recipient. Within ten (10) Business Days after the parties reach agreement on the amount of the Headcount True-Up, the appropriate party shall pay to the other the amount so due.

IBNR Reconciliation

• Reconciliation for Incurred But Not Reported (“IBNR”) Claims

	•		The premiums collected from Service Recipient hereunder will be credited to Service Provider’s active medical ledger.
	•		The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures:

9

	•		This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012.
	•		Service Provider and Service Recipient will engage Towers Xxxxxx, or such other person as the parties may agree to engage (the “Calculation Agent”), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient.
	•		The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012.

	•		If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipient’s number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the “Proportionate Amount”)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.
	•		If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement, necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.

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Attachment A

Monthly self xxxx Example

Unit		Value Center		Grand Total
		HQ
		HQ
		RCW
		RCW
		Flow Controls
		WWW
		IP
		Flow Controls
		WWW
		RCW
		RCW
		RCW
		RCW
		RCW
		WWW
		WWW
		WWW
		WWW
		WWW
		RCW
		ITT Analytics
		ITT Analytics
		ITT Analytics
		ITT Analytics

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Attachment B

May 20, 2011

Xx. Xxx Xxxxxxx
Manager, Benefits Planning and Communication
ITT Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000

RE: Trivestiture of ITT Corporation

Dear Xx. Xxxxxxx:

As you know, SHPS Human Resource Solutions, Inc. (“Company”) currently providus ITT Corporation (“Client”) spending account administration (“XXX”) and COBRA services (collectively “Services”) pursuant to a Service Agreement dated January 1, 2008 (“the Service Agreement”). This letter acknowledges the intent of Client to separate into three different entities; namely, Defense Co. (“Defense”), ITT Co. (“ITT”) and ‘Water Co. (“Water”). As part of this restructuring, you have requested we perform certain implementation services in order to set up ITT and Water as separate entities. It is the intent of the parties that Defense will assume the Service Agreement and that ITT and Water will enter into a transition services agreement with Defense through December 31, 2011. Existing services provided by the Company to Defense, ITT and Water will continue through December 31, 2011. Effective January 1, 2012, ITT and Water will enter into separate agreements with the Company. The Company agrees to (i) continue performing ongoing Service and (ii) provide implementation services, pursuant to terms and conditions of the Service Agreement and the following:

1. Services		Beginning on or about June 1, 2011, Company will begin implementation services to set up ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date.
2. Termination Fee		Company agrees to defer implementation Fees in an amount of $          . or this amount, $           shall be with respect to ITT ($           for COBRA and $           for FSA, respectively) and $           shall be with respect to Water ($           for COBRA and $           for FSA, respectively) (the “Deferred Implementation Fees”) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement.

lf the foregoing correctly sets forth the understanding of the parties, please acknowledge your acceptance of this Agreement by signing both copies of this letter at the place provided below and return one to my attention.

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SCHEDULE AC6

FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION

Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation Xxxxxx Xxxxxx		Director Human Resources		(000) 000-0000		Xxxxxx.xxxxxx@xxx.xxx
Service Recipient’s Contact
Exelis Inc.
Xxxxxxxx Xxxx		Sr. Mgr., Benefits.		(000) 000-0000		Xxxxxxxx.xxxx@xxxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation — Seneca Falls, NY (IP)
Service Recipient: Exelis Inc. — Ft. Xxxxx, IN and Financial Shared Services, Rochester, NY) (collectively, “Service Recipients”)

TERM

Services provided hereunder shall terminate June 30, 2012; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined herein) and incurred on or before December 31, 2011.

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GENERAL SERVICE DESCRIPTION

Service Provider currently provides administration for the Financial Shared Services active medical through Excellus Blue Cross\Blue Shield BluePoint2 E Plan,                                      , dept. 0007 and active Dental through Excellus Dental plan,                                      (collectively, the “Benefit Plans”) for Service Recipients’ U.S. active, eligible employees covered under such Benefit Plans (such employees, the “Covered Employees”). Service Provider shall keep the Benefit Plans and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. Each Service Recipient may add or remove Covered Employees to or from coverage under the Benefit Plans as outlined under the terms of the Benefit Plans. All claims of Service Recipient’s Covered Employees made under the Benefit Plans (the “Claims”) and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipients’ Covered Employees as if such employees are employees of Service Provider.

All Claims of Service Recipients’ Covered Employees made under the Benefit Plans will be paid on behalf of the Service Provider.

Service Recipients will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipients will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1^st) calendar day of the month, commencing on the day after the Distribution Date.

The Service Recipients will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below or described above (collectively, the “Services”).

	•		Monthly premium billing.
	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).

See General Service Description for a description of payments and billing hereunder

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The following services listed below will be provided by “experts”, who are employees of Service Provider, (the “Experts”) with the following persons the initial Experts: Xxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxxxx Xxxxxx.

• Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date.

	•		Answer any questions pertaining to medical coverage.
	•		Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc.
	•		Add employees/dependents to the Medical coverage as needed.
	•		Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees.

• Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Recipients acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the initially named Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager (or such other person as has the skill and knowledge to so provide such Services) will, at the request of the Service Recipients, provide such Service as described herein.

The Service Recipients’ human resources department shall cooperate with the Service Provider, including the Experts, in order for the Service Provider and Experts to provide such Service under this Schedule.

BILLING LOCATION

Service Provider will provide Service Recipients a monthly invoice to their addresses set forth below through December 31, 2011. The xxxx will cover all charges for Services under this Schedule provided by Service Provider to Service Recipients. The invoice will contain the number of Covered Employees per tier per coverage. A detailed list of Covered Employees

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and dependents covered will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider in the twelve (12) month period prior to the Distribution Date are contained in the fee structure set forth below. The Service Provider and Service Recipients agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider, including the Experts, will provide the same service level to the Service Recipients as it provides to its own Covered Employees.

NOTICE REQUIREMENTS

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

PRICING

In addition to the costs specifically set forth below, Service Recipients shall also pay all routine business travel expenses relating to the Services. The Service Recipients shall pay the Service Provider based on the number of Covered Employees as of the first (1st) calendar day of the month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

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See “General Service Description” for further detail on payment and billing for the monthly premium payments. The below table are the rates the Service Provider shall charge.

Coverage				Employee
(Invoicing for medical/dental premiums Only as noted below):
BluePoint POS (FSS) Active
		Employee		$
		Employee + 1		$
		Employee + Child(ren)		$
		Family		$
Dental (FSS) Active
		Employee		$
		Employee + 1		$
		Family		$

Additional Pricing

Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12) month period prior to the Distribute Date but otherwise provided by Service Provider employees (including but not limited to modification, consulting, exit strategy development, transition, etc.) are documented below. The employee category is defined by Service Provider. The rates documented below apply to Service Provider employees only, should external resources be required, the costs for those external resources will be reviewed with the Service Recipient prior to execution of the project.

Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to Section 2(a)(i) of the Agreement.

General Category of Employee		Hourly Rate
1. Secretarial/Administrative		$	50.00
2. Non-Executive		$	100.00
3. Executive		$	150.00

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SCHEDULE AC7
POST SPIN HYPERCARE

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxx Xxxxxxxx		Chief Information Officer		(000) 000-0000		xxxxx.xxxxxxxx@xxx.xxx
ITT Corporation
Xxx XxXxxx
Exelis Inc.		Chief Information Officer		(000) 000-0000		xxx.xxxxxx@xxxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Post Spin Hypercare Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

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								Minimum
						BAU		Service
		Service				Transaction		Period		Service
Service #		Name		Description of Service		Volume		(in mo.)		Charge
				Provide Post Spin Hypercare support services:
				Facility Shutdown Services — Service Provider will provide Service Receiver with Facility Shutdown services that include:
				•   Disposition of network and computer assets
				•   Disposition of furniture and miscellaneous equipment; boxing of HR files, ITT logo, posters, etc.
				•   Maintain working environment for remaining employees
				•   Control the activation and deactivation of access cards
				•   Close all third party contracts with vendors, such as food, vending machines, cable, printers, cleaning, etc.
				Program Shutdown Services — Service Provider will provide Service Receiver with Program Shutdown services that include:
IT-Hypercare-01		Hypercare Support Services		•   Crisis management for final cutover, to ensure all projects go live on spin date				3*		Cost plus 2% - 10% per month
				•   Command center support and ramp down
				•   Access to TPMO and IT-SS Connect sites through ITT Co. Active Directory and VPN accounts for up to 20 people
				Financial Support Services —Service Provider will provide Service Receiver with financial support services that include:
				•   Purchase Order (invoice payment) and Contract management for suppliers assisting with separation
				Miscellaneous Support Services — Service Provider will provide Service Receiver with supplemental and miscellaneous project support services that include:
				•   Project management, strategy development, infrastructure consulting, etc. Prioritization and resource allocation for these services will be jointly agreed to by CIOs.
				All requests for support will be directed to and coordinated through Xxxxx Xxxxx.

*		TSA duration will end on 12/31/2011 regardless of actual spin-date.
**		Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location.

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LOCATIONS

Services are initially provided from Hanover, MD, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

•		Security and access controls will be maintained as set forth in the Master Services Agreement.
•		Travel and expenses will be paid by the requesting organization.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

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SCHEDULE AC8
FINANCIAL & SYSTEM
DOCUMENTATION REQUIREMENTS TO
SUPPORT DCAA AUDITS OF ITT HQ
AND ITT SHARED SERVICES
(2006 — 2011)

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation
Xxxxx Xxxxxx		Director, ITT Shared Services		(000) 000-0000		Xxxxx.Xxxxxx@xxx.xxx
Xxxxxxx Xxxxx		VP, ITT Internal Audit		(000) 000-0000		Xxxxxxx.Xxxxx@xxx.xxx
Service Recipient’s Contact
Exelis Inc.		ITT Exelis, Asst Controller		(000) 000-0000		Xxx.Xxxxxx@xxxxxxxxx.xxx
Xxx Xxxxxx		ITT Exelis, Senior		(000) 000-0000		Xxxx.Xxxxx@xxxxxxxxx.xxx
Xxxx Xxxxx		Compliance Mgr

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation
Service Receiver: Exelis Inc.

GENERAL SERVICE DESCRIPTION

As a government contractor, the Service Receiver has a requirement to support future DCAA audits of open audit years 2006 through 2011. In order for Service Receiver to support DCAA’s future audits of ITT Corporation’s (including its Shared Service) Residual and Directly-

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Allocated Incurred Costs, Service Receiver needs copies of ITT Corporation’s (including its Shared Service) records, as defined by FAR 4.703

Service Receiver needs assistance from Service Provider to provide compliance services similar to those provided to the Service Receiver during the four years prior to October 1, 2011, for 24 months (“Minimum Term”), but not longer than 36 months from the date hereof (“Maximum Term.

In addition, to the other services provided above, Service Provider will provide office space for three Service Receiver employees (“SREEs”) to its facilities at 0000 Xxxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, XX (the “Premises”) for a minimum term of three months (the “Minimum Occupancy Term”) and a maximum term of nine months (the “Maximum Occupancy Term”). Service Provider will attempt to accommodate the Service Provider and the SREEs needs but the space provided at the Premises and the miscellaneous services described below under “1133 Premises” will not be similar to the space or services provided to such employees prior to October 1, 2011.

SCOPE OF SERVICES

The following services will be provided on a time and materials basis by Service Provider.

• Related to the Service Provider Head Quarters (White Plains) records:

• The attached work plan (Schedule XX.xls) has been developed to ensure all required records are copied prior to the separation of the Company. Continued access to these records are required after the split.

• Access to the above identified Service Provider (White Plains NY) records is to enable Service Receiver personnel to retrieve, copy, and scan these records (2006 through 2011) to support future DCAA/DCMA audits.

• In addition, the Service Provider agrees to provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the Service Receiver Data Retention Work Plan). See attached worksheet called “DCAA Audit Records Work Plan”.

• The Service Provider agrees to retain, to the maximum extent possible, the contracts/consultant agreements that have been booked to the ITTHQ Incurred Cost General Ledger for the open audit years 2006 through 2011, as these documents as part of the DCAA audit universe.

• The SREEs require a copier/scanner in order that the records can be copied and scanned. The ability to electronically scan records to an ITTCo archive location will also be required.

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• Related to the ITT Shared Services data and records, the following has been agreed upon:

1. Service Provider (ITT Shared Services which includes ITT Transportation and Distribution Services (“TDS”), ITT Financial Shared Services (“FRC”), ITT Enterprise Infrastructure (“EI”), and ITT Global Strategic Sourcing (“GSS”)) to provide the following system-generated General Ledgers in PDF format to Service Receiver, within 36 months after the Distribution Date:

	•		Company 20 (TDS) GL Summary by Account CYs 2006 — 2011
	•		Company 30 (FRC) GL Summary by Account CYs 2006 — 2011
	•		Company 50 (EI) GL Summary by Account CYs 2006 — 2011
	•		Company 40 (GSS) GL Summary by Account CYs 2006-2011 (where applicable).

The Service Provider and Service Receiver will work together to investigate the commercial feasibility of replicating and licensing an instance of PRMS to enable Service Receiver to obtain a soft copy of the General Ledgers by Account for the Shared Service Companies noted in 1 above (Companies 20. 30 50, and 40). All costs, including but not limited to, third party costs, costs for licensing, costs for pruning the data of IP & WTG data which also resides in the shared files, and costs incurred by the Provider for this effort shall be born 100% by the Service Receiver.

	2.		The Service Provider (ITT Shared Services) will provide the mapping and supporting documentation to the Service Receiver, as described in this Schedule for CYs 2008 through 2011.
	3.		Service Provider (ITT Shared Services) will provide Data Custodian Audit Support (supporting the DCAA audit without mapping and copying the supporting documentation for all applicable costs) for CYs 2006 — 2007. Service Provider will provide supporting documentation on a DCAA audit “as required” basis for CYs 2006 — 2007.
	4.		The Service Provider will provide the Service Receiver “Knowledge Transfer” as it relates to research, retrieval, explanation, and replication of the items listed in Section #’s 6 through # 8 below for CYs 2008 through 2011. The Service Provider will use commercially reasonable efforts to transfer the knowledge held by its employees as it relates to research, retrieval, explanation and replication of the items listed in Sections 6 through 8 below for calendar years 2008 through 2011. The knowledge transfer shall take place through multiple meetings at the Service Provider’s location at mutually convenient times over the term of this Schedule.
	5.		The following items related to the Shared Service GLs listed above will be delivered in hardcopy or scanned format to Service Provider, within 36 months after the Distribution Date:

a. Company 20/30/40/50 Intercompany Statements for each year CY 2008 — 2011 for allocations to ITTHQ, DEHQ, and Defense Business Units.

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	b.		Allocations process mapping, which includes the budgeted allocations, interim preliminary true up allocations, Final Year-end true ups, and adjustments throughout the year.
	c.		Both Parties will work together to jointly determine the items that make up the significant portion of the allocation (which shall not be less than 80% of the actual annual cost) in order that those items be copied/scanned and provided to the Service Receiver. This effort will be a Best Efforts Level of Effort, which means the Service Provider would be empowered to hire additional employees or temporary workers and contract for significant overtime to accomplish the effort and all such costs would be born 100% by the Service Receiver, but in no case is the Service Provider required to focus so much effort on this task that it’s business is disrupted. In addition, the Service Provider will provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the ITT Exelis Data Retention Work Plan).
	d.		Supporting Journal Entries (JE) and JE Source data for the Intercompany Statements listed in 6.a. above for those units that submit annual incurred cost submissions to the US Government.

i. This list of units is identified in the attachment called “List of Defense Units for DCAA TSA.”

	e.		Mapping of how the Annual GL amounts relate to the True-ups performed and allocated to ITTHQ, DEHQ, and the Defense BUs.
	f.		Related to the GL Summaries listed in 1 above, the Service Provider will provide the following JEs and documentation that supports the annual GLs for the respective Shared Service companies, the following is also required to be provided by the Service Provider:

	i.		Mapping and documenting the process of how the JEs were booked into each GL.
	ii.		Supporting JEs for each Cost Center’s costs that were allocated to ITTHQ, DEHQ, and the Defense BUs. This list of Cost Centers is included in this TSA as an attachment called “List of Defense Units for DCAA TSA.xls” in Section 6.d.i. above.

6. Related to P2P and SAP invoices, for the years 2006-2011:

	a.		Service Provider will provide electronic SAP P2P Annual Reports of AP Detail by business unit to include such detail as SAP Document #, Invoice #, Account, Vendor, Date, Amount, et al.
	b.		Service Receiver will provide these SAP P2P reports, as needed, for the units in the attachment called “Defense-SAP.xls”, which will not include any additional units other than those supported in similar efforts in the past.
	c.		Service Receiver will develop at its own cost a process that will enable Service Receiver to retrieve the PDF version of the Invoice that is attributable to the specific SAP Document Number. These PDF invoices will be

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			electronically copied from the FRC P2P System and maintained on a Service Receiver server for future use.
	d.		Service Provider will retain the original invoices (prior to scanning) for potential DCAA audits of the SAP P2P Imaging system and process until such time that those open audit years are closed., as required by FAR regulations.
	e.		A report will be developed jointly by Service Receiver and Service Provider to enable an audit trail linking the aforementioned SAP Document Number to the Citibank ACH for proof of payment to the DCAA auditors.
	f.		Service Provider will copy and provide Bank Statements to Service Receiver for use as 3rd party proof of payment for the DCAA auditors.

7. Related to Program BEST:

a. Service Provider will provide the basis of allocation of Program BEST CY 2008 through 2010 actuals to the 4 Defense Value Centers.

i. Service Provider will provide copies of XX xxxxxx details (and supporting JEs and source documentation) to support the future DCAA audit of these Program BEST costs.

b. Service Provider to provide details and support for the disposition of Program BEST

0000 Xxxxxxxxxxx Xxxxxx Premises

In addition to the services provided above, Service Provider will provide office space for the SREEs at the Premises. Access will include approximately 150 square feet of work space, 2 desks and access to the internet, and phone. Included within the rental rate will be electrical, housekeeping, and pantry, however, a if a printer or scanner needs to be separately leased, Service Receiver will pay the extra charge. Mail and reception service will not be provided.

The Service Provider will also provide office space for the Government auditors (DCAA) until such time the Government auditors have completed their open audits. Access will include approximately 150 square feet of work space, desks and access to the internet, phone, and a printer, as is currently provided to the Government auditors, until such time that its ongoing audits are complete, tentatively scheduled audit completion date is December 31, 2011. Such amounts will be billed to Service Receiver as set forth below.

General

	•		Fixed assets on the books of the Service Provider as of the date of the Distribution Date will remain the property of the Service Provider during and at the end of the term.
	•		Fixed assets on the books of the Service Receiver as of the Distribution Date will remain the property of the Service Receiver during and at the end of the term.
	•		Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate.

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•			SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times.
Prohibitions

Service Receiver is prohibited from the following without the Service Provider’s consent:

	•		Making any changes to the physical layout of the Premises or any capital improvements.
	•		Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former Service Provider employees.- Why would that make a difference? I would think they could not bring any additional folks on site without express written approval from Provider. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises.
	•		Service Receiver will not be allowed to access the ITT computer network, except where is has been agreed that the Service Receiver will have a Guest ID in order to retrieve audit data/documents scanned to secure archive folders on the ITTCo network. This will be accomplished through the Service Receiver Employees having access to the aforementioned secure archive folder via an ITTCo laptop, setup for these purposes only. The SREEs will also be allowed to access Service Receiver’s own computer network via wireless or landline data connections on the Premises.
	•		Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former Service Provider employees will be permitted access to the Premises.
	•		Service Receiver agrees not to put up any external or internal signs during the term of the agreement.

Service Receiver’s Responsibilities

	•		Service Receiver will be required to provide and pay for all support and services required to move out of the Premises at the end of the term. If Service Receiver requires contractors to assist them in moving out of the Premises, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility and to perform such moves at a mutually agreeable time to the Service Provider.
	•		Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Service Receiver must return rented space to pre move in condition, with the exception of the offices, which should be left in an “as is” condition.
	•		Service Receiver agrees to abide by all rules and regulations of the 1133 building set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider.

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	•		Service Receiver agrees that all cabling that is used to attach Service Receiver’s PC’s to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term.
	•		The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider
	•		Service Receiver will enter into its own contract for phone service at the Premises and all costs associated with this contract will be paid for by Service Receiver.

Pricing for Space at the Premises

During 2011		Cost plus 2% - 10% per month for SREE’s
space During 2011		Cost plus 2% - 10% per month for DCAA
From January 1, 2012 through the		Cost plus 2% - 10% per month for SREEs
Maximum Occupancy Term		Cost plus 2% - 10% per month for DCAA

The monthly rates above include the 4.5% increase for inflation and the 2% profit margin.

NO EARLY TERMINATION FEE OR MAKE-WHOLE FEE WILL BE DUE IF THE SERVICE RECEIPIENT OR THE DCAA DETERMINES TO LEAVE THE PREMISES EARLY. THE AFOREMENTIONED PRICING DOES NOT INCLUDE THE COST OF A SEPARATE PRINTER OR SCANNER THAT MAY NEED TO BE SEPARATELY LEASED.

LOCATIONS

White Plains, NY

Seneca Falls, NY

Palm Coast, FL

BILLING

Service Provider will provide Service Receiver with an invoice to its address set forth above. The invoice provided must contain the following detail:

	•		Direct hours billed by level
	•		T&M Billing rate
	•		Detail of other direct reimbursable charges
	•		Scope of work performed

In addition, upon request, the Service Provider must provide supporting documentation for the

7

invoiced costs and rates in order to support a DCAA audit.

SERVICE LEVEL

Service Provider will provide the same service level to the Service Receiver as they provide to their employer and the same service level as provided during the 12 month period prior to the Distribution Date.

NOTICE REQUIREMENTS

Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term if it wants to extend or terminate this Schedule, other than for the Premises, but such extension shall not be for longer than the Maximum Term. If notification is not received by the Service Provider, the service will terminate at the end of the Minimum Term. Service Receiver shall notify Service Provider at least 30 days in advance of the date it desires to vacate the Premises. Service Receiver must vacate the Premises no later than the date of the Maximum Occupancy Term.

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

If to the Service Receiver:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

8

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses incurred by the Service Provider relating to the Services.

“Total” and “Annual Total” costs as set forth below do not include various hourly costs, which will be assessed on an as-needed basis.

Shared Service “Data Custodial” Support for CYs 2006 though 2007:

One (1) Staff-level Individual T&M Rate			Cost plus 2% - 10%
One (1) Management-level Individual T&M Rate			Cost plus 2% - 10%

Shared Service “Data Duplication”: Support for CYs 2008 though 2011:

One (1) Staff-level Individual T&M Rate			Cost plus 2% - 10%
One (1) Management-level Individual T&M Rate			Cost plus 2% - 10%

The Service Receiver will pay a minimum charge monthly for support of the Provider’s cost to retain staffing who are available to fulfill all requests on a timely basis as calculated below:

One (1) Staff-level Individual at a rate of 50% of monthly salary -

Cost plus 2% - 10%/hr X 1040 hours / 12 = Cost plus 2% - 10%/month

One (1) Management-level Individual at a rate of 50% of monthly salary -

Cost plus 2% - 10%/hr X 1040 hours / 12 = Cost plus 2% - 10%/month

Any additional service performed over and above the minimum number of hours will be charged on a T&M basis according to the calculations noted above for 2006 through 2011.

The hourly and monthly rates above include the 4.5% increase for inflation for 2012.

9

DCAA Audit Records Work Plan

Financial & System Documentation Requirements to Support DCAA Audits of ITT HQ and ITT Shared Services (2006 — 2011)

Work Plan with Tasks/Activities and time phasing

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

1

Provide PMO (Xxxxxxxx) with1!st Draft of Work Plan

N/A

DEHQ

Y

2

Send mass eMail to all affected parties, stating general overview

N/A

ALL

Y

3

Meet with FRC to discuss scope

N/A

Seneca Falls Shared Services (FRC/EI/TDS)

Y

4

Meet with FWSS (Acctg) to discuss scope

N/A

FWSS Acctg

5

Meet withFWSS (Payroll)to discuss scope

N/A

FWSS Payroll

6

Meet with FWSS (Travel)to discuss scope

N/A

FWSS Travel

7

Meet with HQ Controllers to discuss scope

N/A

HQ Controllers

Y

8

Meet withHQ Corp Responsibility to discuss scope

N/A

HQ Corp Responsibility

Y

9

Meet with HQ Flight Ops Dept to discuss scope

N/A

HQ Flight Ops Dept

10

Meet with HQ Human Resources to discuss scope

N/A

HQ Human Resources

Y

11

Meet with Hq Internal Audit to discuss scope

N/A

HQ Internal Audit

Y

12

Meet with HQ Legal Dept l to discuss scope

N/A

HQ Legal

Y

10

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

13

Meet with HQ Pension/Benefits Dept to discuss scope

N/A

HQ Pension Dept

Y

14

Meet with HQ Tax Dept to discuss scope

N/A

HQ Tax

Y

15

Meet with HQ Treasury Dept to discuss scope

N/A

HQ Treasury

Y

16

Initiate contract with Interns to copy “in-house” ITT Records

N/A

HQ Human Resources

Y

18

Initiate contract with NOVA to copy “Archived” ITT Records

N/A

GSS

19

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2006

HQ Controllers

20

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2007

HQ Controllers

21

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2008

HQ Controllers

22

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2009

HQ Controllers

23

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2010

HQ Controllers

24

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2011

HQ Controllers

11

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
25		Download ITT HQ A&G Summary Report (Company 600)(.PDF & .txt formats)			2006			HQ Controllers
26		Download ITT HQ A&G Summary Report (Company 600)(.PDF & .txt formats)			2007			HQ Controllers
27		Download ITT HQ A&G Summary Report (Company 600)(.PDF & .txt formats)			2008			HQ Controllers
28		Download ITT HQ A&G Summary Report (Company 600)(.PDF & .txt formats)			2009			HQ Controllers
29		Download ITT HQ A&G Summary Report (Company 600)(.PDF & .txt formats)			2010			HQ Controllers
30		Download ITT HQ A&G Summary Report (Company 600)(.PDF & .txt formats)			2011			HQ Controllers
31		Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)			2006			HQ Controllers
32		Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)			2007			HQ Controllers
33		Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)			2008			HQ Controllers
34		Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)			2009			HQ Controllers
35		Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)			2010			HQ Controllers

12

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
36		Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)			2011			HQ Controllers
37		Copy ITT HQ Infinuim Voucher Registers (Hardcopy)			2006			HQ Controllers
38		Copy ITT HQ Infinuim Voucher Registers (Hardcopy)			2007			HQ Controllers
39		Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available)			2006			HQ Controllers
40		Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available)			2007			HQ Controllers
41		SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)			2007			HQ Controllers
42		SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)			2008			HQ Controllers
43		SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)			2009			HQ Controllers
44		SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)			2010			HQ Controllers
45		SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)			2011			HQ Controllers

13

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
46		Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000			0000			HQ Controllers
47		Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000			0000			HQ Controllers
48		Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000			0000			HQ Controllers
49		Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000			0000			HQ Controllers
50		Original SAP Hardcopy and PDF Invoices for XXXXX Xx # 000			0000			HQ Controllers
51		ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system			2007			HQ Controllers
52		ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system			2008			HQ Controllers
53		ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system			2009			HQ Controllers
54		ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system			2010			HQ Controllers
55		ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system			2011			HQ Controllers

14

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
56		All Journal Entries for ITTHQ General Ledger (Co # 600)			2006			HQ Controllers
57		All Journal Entries for ITTHQ General Ledger (Co # 600)			2007			HQ Controllers
58		All Journal Entries for ITTHQ General Ledger (Co # 600)			2008			HQ Controllers
59		All Journal Entries for ITTHQ General Ledger (Co # 600)			2009			HQ Controllers
60		All Journal Entries for ITTHQ General Ledger (Co # 600)			2010			HQ Controllers
61		All Journal Entries for ITTHQ General Ledger (Co # 600)			2011			HQ Controllers
62		All Supporting Source Documentss for the ITTHQ JEs			2006			HQ Controllers
63		All Supporting Source Documentss for the ITTHQ JEs			2007			HQ Controllers
64		All Supporting Source Documentss for the ITTHQ JEs			2008			HQ Controllers
65		All Supporting Source Documentss for the ITTHQ JEs			2009			HQ Controllers
66		All Supporting Source Documentss for the ITTHQ JEs			2010			HQ Controllers
67		All Supporting Source Documentss for the ITTHQ JEs			2011			HQ Controllers
00		XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)			2006			HQ Controllers

15

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

00

XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)

2007

HQ Controllers

00

XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)

2008

HQ Controllers

00

XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)

2009

HQ Controllers

00

XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)

2010

HQ Controllers

00

XXX XX Xx # 000 “INTERCOMPANY STATEMENT OFF ACCOUNT” — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)

2011

HQ Controllers

16

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

74

All Supporting Journal Entries for ITTHQ Intercompany Statement of Account

2006

HQ Controllers

75

All Supporting Journal Entries for ITTHQ Intercompany Statement of Account

2007

HQ Controllers

76

All Supporting Journal Entries for ITTHQ Intercompany Statement of Account

2008

HQ Controllers

77

All Supporting Journal Entries for ITTHQ Intercompany Statement of Account

2009

HQ Controllers

78

All Supporting Journal Entries for ITTHQ Intercompany Statement of Account

2010

HQ Controllers

79

All Supporting Journal Entries for ITTHQ Intercompany Statement of Account

2011

HQ Controllers

80

All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs

2006

HQ Controllers

81

All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs

2007

HQ Controllers

82

All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs

2008

HQ Controllers

17

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
83		All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs			2009			HQ Controllers
84		All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs			2010			HQ Controllers
85		All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs			2011			HQ Controllers
86		Internal Audit Plans /Schedules (ALL)			2006			HQ Internal Audit
87		Internal Audit Plans /Schedules (ALL)			2007			HQ Internal Audit
88		Internal Audit Plans /Schedules (ALL)			2008			HQ Internal Audit
89		Internal Audit Plans /Schedules (ALL)			2009			HQ Internal Audit
90		Internal Audit Plans /Schedules (ALL)			2010			HQ Internal Audit
91		Internal Audit Plans /Schedules (ALL)			2011			HQ Internal Audit
92		Internal Audit Reports, Including COSO			2006			HQ Internal Audit
93		Internal Audit Reports, Including COSO			2007			HQ Internal Audit
94		Internal Audit Reports, Including COSO			2008			HQ Internal Audit
95		Internal Audit Reports, Including COSO			2009			HQ Internal Audit
96		Internal Audit Reports, Including COSO			2010			HQ Internal Audit

18

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
97		Internal Audit Reports, Including COSO			2011			HQ Internal Audit
98		Internal Audit Generic WPs, including COSO			2006			HQ Internal Audit
99		Internal Audit Generic WPs, including COSO			2007			HQ Internal Audit
100		Internal Audit Generic WPs, including COSO			2008			HQ Internal Audit
101		Internal Audit Generic WPs, including COSO			2009			HQ Internal Audit
102		Internal Audit Generic WPs, including COSO			2010			HQ Internal Audit
103		Internal Audit Generic WPs, including COSO			2011			HQ Internal Audit
104		Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites			2006			HQ Internal Audit
105		Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites			2007			HQ Internal Audit
106		Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites			2008			HQ Internal Audit
107		Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites			2009			HQ Internal Audit
108		Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites			2010			HQ Internal Audit
109		Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites			2011			HQ Internal Audit

19

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
110		Binders that support the COSO Audit Reports			2006			HQ Internal Audit
111		Binders that support the COSO Audit Reports			2007			HQ Internal Audit
112		Binders that support the COSO Audit Reports			2008			HQ Internal Audit
113		Binders that support the COSO Audit Reports			2009			HQ Internal Audit
114		Binders that support the COSO Audit Reports			2010			HQ Internal Audit
115		Binders that support the COSO Audit Reports			2011			HQ Internal Audit
116		Internal Audit Risk Assessments			2006			HQ Internal Audit
117		Internal Audit Risk Assessments			2007			HQ Internal Audit
118		Internal Audit Risk Assessments			2008			HQ Internal Audit
119		Internal Audit Risk Assessments			2009			HQ Internal Audit
120		Internal Audit Risk Assessments			2010			HQ Internal Audit
121		Internal Audit Risk Assessments			2011			HQ Internal Audit
122		Internal Audit Year-end Mgmt Testing Memos			2006			HQ Internal Audit
123		Internal Audit Year-end Mgmt Testing Memos			2007			HQ Internal Audit
124		Internal Audit Year-end Mgmt Testing Memos			2008			HQ Internal Audit
125		Internal Audit Year-end Mgmt Testing Memos			2009			HQ Internal Audit
126		Internal Audit Year-end Mgmt Testing Memos			2010			HQ Internal Audit

20

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
127		Internal Audit Year-end Mgmt Testing Memos			2011			HQ Internal Audit
128		Binders that support the IA Year-end Mgmt Testing Memos			2006			HQ Internal Audit
129		Binders that support the IA Year-end Mgmt Testing Memos			2007			HQ Internal Audit
130		Binders that support the IA Year-end Mgmt Testing Memos			2008			HQ Internal Audit
131		Binders that support the IA Year-end Mgmt Testing Memos			2009			HQ Internal Audit
132		Binders that support the IA Year-end Mgmt Testing Memos			2010			HQ Internal Audit
133		Binders that support the IA Year-end Mgmt Testing Memos			2011			HQ Internal Audit
134		internal Audit Year-end Fraud Testing Memos			2006			HQ Internal Audit
135		internal Audit Year-end Fraud Testing Memos			2007			HQ Internal Audit
136		internal Audit Year-end Fraud Testing Memos			2008			HQ Internal Audit
137		internal Audit Year-end Fraud Testing Memos			2009			HQ Internal Audit
138		internal Audit Year-end Fraud Testing Memos			2010			HQ Internal Audit
139		internal Audit Year-end Fraud Testing Memos			2011			HQ Internal Audit
140		Binders that support the IA Year-end Fraud Testing Memos			2006			HQ Internal Audit
141		Binders that support the IA Year-end Fraud Testing Memos			2007			HQ Internal Audit

21

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
142		Binders that support the IA Year-end Fraud Testing Memos			2008			HQ Internal Audit
143		Binders that support the IA Year-end Fraud Testing Memos			2009			HQ Internal Audit
144		Binders that support the IA Year-end Fraud Testing Memos			2010			HQ Internal Audit
145		Binders that support the IA Year-end Fraud Testing Memos			2011			HQ Internal Audit
146		ITTHQ Generic SOX Templates			2006			HQ Internal Audit
147		ITTHQ Generic SOX Templates			2007			HQ Internal Audit
148		ITTHQ Generic SOX Templates			2008			HQ Internal Audit
149		ITTHQ Generic SOX Templates			2009			HQ Internal Audit
150		ITTHQ Generic SOX Templates			2010			HQ Internal Audit
151		ITTHQ Generic SOX Templates			2011			HQ Internal Audit
152		ITTHQ Code of Conduct — 2006 (PDF version)			2006			HQ Corp Responsibility				Y
153		ITTHQ Code of Conduct — 2009 (PDF version)			2009			HQ Corp Responsibility				Y
154		ITTHQ Code of Conduct — 2011 (PDF version)			2011			HQ Corp Responsibility
155		A copy of the Annual Code of Conduct Training Material			2006			HQ Corp Responsibility
156		A copy of the Annual Code of Conduct Training Material			2007			HQ Corp Responsibility
157		A copy of the Annual Code of Conduct Training Material			2008			HQ Corp Responsibility
158		A copy of the Annual Code of Conduct Training Material			2009			HQ Corp Responsibility

22

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

159

A copy of the Annual Code of Conduct Training Material

2010

HQ Corp Responsibility

160

A copy of the Annual Code of Conduct Training Material

2011

HQ Corp Responsibility

161

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2006

HQ Corp Responsibility

162

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2007

HQ Corp Responsibility

163

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2008

HQ Corp Responsibility

164

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2009

HQ Corp Responsibility

165

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2010

HQ Corp Responsibility

166

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2011

HQ Corp Responsibility

23

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
167		Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)			2006			HQ Corp Responsibility
168		Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)			2007			HQ Corp Responsibility
169		Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)			2008			HQ Corp Responsibility
170		Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)			2009			HQ Corp Responsibility
171		Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)			2010			HQ Corp Responsibility
172		Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)			2011			HQ Corp Responsibility
173		All Quarterly E&C Metrics Reports (Raven/Xxxxx)			2006			HQ Corp Responsibility
174		All Quarterly E&C Metrics Reports (Raven/Xxxxx)			2007			HQ Corp Responsibility
175		All Quarterly E&C Metrics Reports (Raven/Xxxxx)			2008			HQ Corp Responsibility
176		All Quarterly E&C Metrics Reports (Raven/Xxxxx)			2009			HQ Corp Responsibility
177		All Quarterly E&C Metrics Reports (Raven/Xxxxx)			2010			HQ Corp Responsibility

24

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

178

All Quarterly E&C Metrics Reports (Raven/Xxxxx)

2011

HQ Corp Responsibility

179

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2006

HQ Corp Responsibility

180

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2007

HQ Corp Responsibility

181

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2008

HQ Corp Responsibility

182

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2009

HQ Corp Responsibility

183

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2010

HQ Corp Responsibility

184

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2011

HQ Corp Responsibility

25

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
185		E&C Policies & Procedures/ “Thud” Book			2006			HQ Corp Responsibility
186		E&C Policies & Procedures/ “Thud” Book			2007			HQ Corp Responsibility
187		E&C Policies & Procedures/ “Thud” Book			2008			HQ Corp Responsibility
188		E&C Policies & Procedures/ “Thud” Book			2009			HQ Corp Responsibility
189		E&C Policies & Procedures/ “Thud” Book			2010			HQ Corp Responsibility
190		E&C Policies & Procedures/ “Thud” Book			2011			HQ Corp Responsibility
191		Listing of All ITT Board of Directors and their affiliations			2006			HQ Legal
192		Listing of All ITT Board of Directors and their affiliations			2007			HQ Legal
193		Listing of All ITT Board of Directors and their affiliations			2008			HQ Legal
194		Listing of All ITT Board of Directors and their affiliations			2009			HQ Legal
195		Listing of All ITT Board of Directors and their affiliations			2010			HQ Legal
196		Listing of All ITT Board of Directors and their affiliations			2011			HQ Legal

26

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
197		ITT Board of Director Minutes (See Comments)			2006			HQ Legal
198		ITT Board of Director Minutes (See Comments)			2007			HQ Legal
199		ITT Board of Director Minutes (See Comments)			2008			HQ Legal
200		ITT Board of Director Minutes (See Comments)			2009			HQ Legal
201		ITT Board of Director Minutes (See Comments)			2010			HQ Legal
202		ITT Board of Director Minutes (See Comments)			2011			HQ Legal
203		ITT Board of Director Audit Committee Minutes (See Comments)			2006			HQ Legal
204		ITT Board of Director Audit Committee Minutes (See Comments)			2007			HQ Legal
205		ITT Board of Director Audit Committee Minutes (See Comments)			2008			HQ Legal
206		ITT Board of Director Audit Committee Minutes (See Comments)			2009			HQ Legal
207		ITT Board of Director Audit Committee Minutes (See Comments)			2010			HQ Legal
208		ITT Board of Director Audit Committee Minutes (See Comments)			2011			HQ Legal
209		ITT Year-end Financial Report, including 10K & Proxy (4 copies)			2006			HQ Controllers

27

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

210

ITT Year-end Financial Report, including 10K & Proxy (4 copies)

2007

HQ Controllers

211

ITT Year-end Financial Report, including 10K & Proxy (4 copies)

2008

HQ Controllers

212

ITT Year-end Financial Report, including 10K & Proxy (4 copies)

2009

HQ Controllers

213

ITT Year-end Financial Report, including 10K & Proxy (4 copies)

2010

HQ Controllers

214

ITT Year-end Financial Report, including 10K & Proxy (4 copies)

2011

HQ Controllers

215

Federal Income Tax Returns (2 copies)

2006

HQ Tax

Y

216

Federal Income Tax Returns (2 copies)

2007

HQ Tax

Y

217

Federal Income Tax Returns (2 copies)

2008

HQ Tax

Y

218

Federal Income Tax Returns (2 copies)

2009

HQ Tax

Y

219

Federal Income Tax Returns (2 copies)

2010

HQ Tax

220

Federal Income Tax Returns (2 copies)

2011

HQ Tax

221

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2006

HQ Tax

28

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

222

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2007

HQ Tax

223

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2008

HQ Tax

224

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2009

HQ Tax

225

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2010

HQ Tax

226

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2011

HQ Tax

29

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
227		ITT Contract with Deloitte & Touche (External Auditors)			2006			HQ Controllers
228		ITT Contract with Deloitte & Touche (External Auditors)			2007			HQ Controllers
229		ITT Contract with Deloitte & Touche (External Auditors)			2008			HQ Controllers
230		ITT Contract with Deloitte & Touche (External Auditors)			2009			HQ Controllers
231		ITT Contract with Deloitte & Touche (External Auditors)			2010			HQ Controllers
232		ITT Contract with Deloitte & Touche (External Auditors)			2011			HQ Controllers
233		ITT Contract with Ernst & Young (Internal Auditors)			2006			HQ Internal Audit
234		ITT Contract with Ernst & Young (Internal Auditors)			2007			HQ Internal Audit
235		ITT Contract with Ernst & Young (Internal Auditors)			2008			HQ Internal Audit
236		ITT Contract with Ernst & Young (Internal Auditors)			2009			HQ Internal Audit
237		ITT Contract with Ernst & Young (Internal Auditors)			2010			HQ Internal Audit
238		ITT Contract with Ernst & Young (Internal Auditors)			2011			HQ Internal Audit

30

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
239		Organization Charts for ALL ITTHQ Departments			2006			HQ Human Resources
240		Organization Charts for ALL ITTHQ Departments			2007			HQ Human Resources
241		Organization Charts for ALL ITTHQ Departments			2008			HQ Human Resources
242		Organization Charts for ALL ITTHQ Departments			2009			HQ Human Resources
243		Organization Charts for ALL ITTHQ Departments			2010			HQ Human Resources
244		Organization Charts for ALL ITTHQ Departments			2011			HQ Human Resources
245		Listing of All IITT HQ Employees by Department			2006			HQ Human Resources
246		Listing of All IITT HQ Employees by Department			2007			HQ Human Resources
247		Listing of All IITT HQ Employees by Department			2008			HQ Human Resources
248		Listing of All IITT HQ Employees by Department			2009			HQ Human Resources
249		Listing of All IITT HQ Employees by Department			2010			HQ Human Resources
250		Listing of All IITT HQ Employees by Department			2011			HQ Human Resources
251		Floor/Office Layout of ITTHQ Office			2006			HQ Human Resources
252		Floor/Office Layout of ITTHQ Office			2007			HQ Human Resources
253		Floor/Office Layout of ITTHQ Office			2008			HQ Human Resources

31

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
254		Floor/Office Layout of ITTHQ Office			2009			HQ Human Resources
255		Floor/Office Layout of ITTHQ Office			2010			HQ Human Resources
256		Floor/Office Layout of ITTHQ Office			2011			HQ Human Resources
257		ITT Lease for 0 Xxx Xxx Xxxx, Xxxxx Xxxxxx XX			2006			HQ Controllers
258		ITT Lease for 0000 Xxxxxxxxxxx Xxx, Xxxxx Xxxxxx XX			2008			HQ Controllers
259		ITT HQ W-2s fpr All ITTHQ Executives (19 & above)			2006			FWSS Payroll
260		ITT HQ W-2s fpr All ITTHQ Executives (19 & above)			2007			FWSS Payroll
261		ITT HQ W-2s fpr All ITTHQ Executives (19 & above)			2008			FWSS Payroll
262		ITT HQ W-2s fpr All ITTHQ Executives (19 & above)			2009			FWSS Payroll
263		ITT HQ W-2s fpr All ITTHQ Executives (19 & above)			2010			FWSS Payroll
264		ITT HQ W-2s fpr All ITTHQ Executives (19 & above)			2011			FWSS Payroll
265		ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)			2006			FWSS Payroll
266		ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)			2007			FWSS Payroll
267		ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)			2008			FWSS Payroll

32

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
000		XXX XX X-0x fpr All Remaining ITTHQ Employees (18 & below)			2009			FWSS Payroll
269		ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)			2010			FWSS Payroll
270		ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)			2011			FWSS Payroll
271		ITTHQ Co 600 Payroll Register (System-generated PDF format)			2006			FWSS Payroll
272		ITTHQ Co 600 Payroll Register (System-generated PDF format)			2007			FWSS Payroll
273		ITTHQ Co 600 Payroll Register (System-generated PDF format)			2008			FWSS Payroll
274		ITTHQ Co 600 Payroll Register (System-generated PDF format)			2009			FWSS Payroll
275		ITTHQ Co 600 Payroll Register (System-generated PDF format)			2010			FWSS Payroll
276		ITTHQ Co 600 Payroll Register (System-generated PDF format)			2011			FWSS Payroll
277		ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used used to justify the rreasonableness of Executive Compensation (X. Xxxxxx)			2006			HQ Human Resources

33

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

278

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used used to justify the rreasonableness of Executive Compensation (X. Xxxxxx)

2007

HQ Human Resources

279

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used used to justify the rreasonableness of Executive Compensation (X. Xxxxxx)

2008

HQ Human Resources

280

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used used to justify the rreasonableness of Executive Compensation (X. Xxxxxx)

2009

HQ Human Resources

281

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used used to justify the rreasonableness of Executive Compensation (X. Xxxxxx)

2010

HQ Human Resources

34

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

282

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used used to justify the rreasonableness of Executive Compensation (X. Xxxxxx)

2011

HQ Human Resources

283

ITTHQ Corporate Policies & Procedures (ALL)

2006

HQ Corp Responsibility

284

ITTHQ Corporate Policies & Procedures (ALL)

2007

HQ Corp Responsibility

285

ITTHQ Corporate Policies & Procedures (ALL)

2008

HQ Corp Responsibility

286

ITTHQ Corporate Policies & Procedures (ALL)

2009

HQ Corp Responsibility

287

ITTHQ Corporate Policies & Procedures (ALL)

2010

HQ Corp Responsibility

288

ITTHQ Corporate Policies & Procedures (ALL)

2011

HQ Corp Responsibility

289

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2006

Mulitple HQ Depts

290

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2007

Mulitple HQ Depts

35

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

291

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2008

Mulitple HQ Depts

292

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2009

Mulitple HQ Depts

293

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2010

Mulitple HQ Depts

294

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2011

Mulitple HQ Depts

295

HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)

2006

HQ Controllers

296

HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)

2007

HQ Controllers

297

HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)

2008

HQ Controllers

298

HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)

2009

HQ Controllers

36

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
299		HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)			2010			HQ Controllers
300		HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)			2011			HQ Controllers
301		Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)			2006			HQ Human Resources
302		Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)			2007			HQ Human Resources
303		Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)			2008			HQ Human Resources
304		Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)			2009			HQ Human Resources
305		Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)			2010			HQ Human Resources
306		Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)			2011			HQ Human Resources
307		Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)			2006			HQ Human Resources
308		Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)			2007			HQ Human Resources

37

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
309		Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)			2008			HQ Human Resources
310		Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)			2009			HQ Human Resources
311		Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)			2010			HQ Human Resources
312		Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)			2011			HQ Human Resources
313		TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees			2006			HQ Human Resources
314		TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees			2007			HQ Human Resources
315		TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees			2008			HQ Human Resources
316		TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees			2009			HQ Human Resources
317		TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees			2010			HQ Human Resources
318		TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees			2011			HQ Human Resources
319		LTIP Calculations (M Xxxx) w/supporting source documentation			2006			HQ Controllers

38

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

320

LTIP Calculations (M Xxxx) w/supporting source documentation

2007

HQ Controllers

321

LTIP Calculations (M Xxxx) w/supporting source documentation

2008

HQ Controllers

322

LTIP Calculations (M Xxxx) w/supporting source documentation

2009

HQ Controllers

323

LTIP Calculations (M Xxxx) w/supporting source documentation

2010

HQ Controllers

324

LTIP Calculations (M Xxxx) w/supporting source documentation

2011

HQ Controllers

325

Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)

2006

HQ Controllers

326

Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)

2007

HQ Controllers

327

Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)

2008

HQ Controllers

328

Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)

2009

HQ Controllers

39

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

329

Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)

2010

HQ Controllers

330

Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)

2011

HQ Controllers

331

Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)

2006

HQ Controllers

332

Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)

2007

HQ Controllers

333

Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)

2008

HQ Controllers

334

Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)

2009

HQ Controllers

335

Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)

2010

HQ Controllers

40

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
336		Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)			2011			HQ Controllers
337		PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 600			2006			HQ Controllers
338		PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 601			2007			HQ Controllers
339		PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 602			2008			HQ Controllers
340		PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 603			2009			HQ Controllers
341		PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 604			2010			HQ Controllers
342		PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 605			2011			HQ Controllers
343		PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations			2006			HQ Controllers
344		PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations			2007			HQ Controllers
345		PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations			2008			HQ Controllers

41

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
346		PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations			2009			HQ Controllers
347		PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations			2010			HQ Controllers
348		PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations			2011			HQ Controllers
349		Fixed Assets Register for all ITT HQ Co 600 Fixed Assets			2006			HQ Controllers
350		Fixed Assets Register for all ITT HQ Co 600 Fixed Assets			2007			HQ Controllers
351		Fixed Assets Register for all ITT HQ Co 600 Fixed Assets			2008			HQ Controllers
352		Fixed Assets Register for all ITT HQ Co 600 Fixed Assets			2009			HQ Controllers
353		Fixed Assets Register for all ITT HQ Co 600 Fixed Assets			2010			HQ Controllers
354		Fixed Assets Register for all ITT HQ Co 600 Fixed Assets			2011			HQ Controllers
355		Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets			2006			HQ Controllers
356		Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets			2007			HQ Controllers

42

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
357		Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets			2008			HQ Controllers
358		Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets			2009			HQ Controllers
359		Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets			2010			HQ Controllers
360		Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets			2011			HQ Controllers
361		Invoices for All Fixed Assers at ITTHQ Co 600			2006			HQ Controllers
362		Invoices for All Fixed Assers at ITTHQ Co 601			2007			HQ Controllers
363		Invoices for All Fixed Assers at ITTHQ Co 602			2008			HQ Controllers
364		Invoices for All Fixed Assers at ITTHQ Co 603			2009			HQ Controllers
365		Invoices for All Fixed Assers at ITTHQ Co 604			2010			HQ Controllers
366		Invoices for All Fixed Assers at ITTHQ Co 605			2011			HQ Controllers
367		Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps			2006			HQ Controllers
368		Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps			2007			HQ Controllers
369		Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps			2008			HQ Controllers
370		Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps			2009			HQ Controllers

43

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
371		Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps			2010			HQ Controllers
372		Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps			2011			HQ Controllers
373		Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs			2006			HQ Controllers
374		Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs			2007			HQ Controllers
375		Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs			2008			HQ Controllers
376		Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs			2009			HQ Controllers
377		Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs			2010			HQ Controllers
378		Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs			2011			HQ Controllers
379		Invoices for All Leasehold Improvs at ITTHQ Co 600			2006			HQ Controllers
380		Invoices for All Leasehold Improvs at ITTHQ Co 600			2007			HQ Controllers
381		Invoices for All Leasehold Improvs at ITTHQ Co 600			2008			HQ Controllers

44

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
382		Invoices for All Leasehold Improvs at ITTHQ Co 600			2009			HQ Controllers
383		Invoices for All Leasehold Improvs at ITTHQ Co 600			2010			HQ Controllers
384		Invoices for All Leasehold Improvs at ITTHQ Co 600			2011			HQ Controllers
385		Rental Agreements that support all Acct 451/455 Rental Expenses			2006			HQ Controllers
386		Rental Agreements that support all Acct 451/455 Rental Expenses			2007			HQ Controllers
387		Rental Agreements that support all Acct 451/455 Rental Expenses			2008			HQ Controllers
388		Rental Agreements that support all Acct 451/455 Rental Expenses			2009			HQ Controllers
389		Rental Agreements that support all Acct 451/455 Rental Expenses			2010			HQ Controllers
390		Rental Agreements that support all Acct 451/455 Rental Expenses			2011			HQ Controllers
391		Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)			2006			HQ Human Resources
392		Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)			2007			HQ Human Resources

45

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

393

Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)

2008

HQ Human Resources

394

Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)

2009

HQ Human Resources

395

Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)

2010

HQ Human Resources

396

Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)

2011

HQ Human Resources

397

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2006

HQ Human Resources

398

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2007

HQ Human Resources

399

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2008

HQ Human Resources

46

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

400

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2009

HQ Human Resources

401

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2010

HQ Human Resources

402

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2011

HQ Human Resources

403

Relocation Expense Supprting Docs (Acct 744)

2006

HQ Human Resources

404

Relocation Expense Supprting Docs (Acct 744)

2007

HQ Human Resources

405

Relocation Expense Supprting Docs (Acct 744)

2008

HQ Human Resources

406

Relocation Expense Supprting Docs (Acct 744)

2009

HQ Human Resources

407

Relocation Expense Supprting Docs (Acct 744)

2010

HQ Human Resources

408

Relocation Expense Supprting Docs (Acct 744)

2011

HQ Human Resources

47

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
409		Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)			2006			HQ Legal
410		Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)			2007			HQ Legal
411		Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)			2008			HQ Legal
412		Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)			2009			HQ Legal
413		Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)			2010			HQ Legal
414		Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)			2011			HQ Legal
415		Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)			2006			HQ Legal
416		Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)			2007			HQ Legal
417		Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)			2008			HQ Legal
418		Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)			2009			HQ Legal

48

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
419		Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)			2010			HQ Legal
420		Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)			2011			HQ Legal
421		G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)			2006			FWSS Payroll
422		G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)			2007			FWSS Payroll
423		G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)			2008			FWSS Payroll
424		G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)			2009			FWSS Payroll
425		G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)			2010			FWSS Payroll
426		G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)			2011			FWSS Payroll
427		Termination Agreements for ALL ITTHQ Co 600 Severed Employees			2006			HQ Human Resources
428		Termination Agreements for ALL ITTHQ Co 600 Severed Employees			2007			HQ Human Resources

49

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

429

Termination Agreements for ALL ITTHQ Co 600 Severed Employees

2008

HQ Human Resources

430

Termination Agreements for ALL ITTHQ Co 600 Severed Employees

2009

HQ Human Resources

431

Termination Agreements for ALL ITTHQ Co 600 Severed Employees

2010

HQ Human Resources

432

Termination Agreements for ALL ITTHQ Co 600 Severed Employees

2011

HQ Human Resources

433

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2006

FWSS Travel

434

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2007

FWSS Travel

435

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2008

FWSS Travel

50

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

436

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2009

FWSS Travel

437

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2010

FWSS Travel

438

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2011

FWSS Travel

439

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2006

FWSS Travel

440

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2007

FWSS Travel

441

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2008

FWSS Travel

442

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2009

FWSS Travel

51

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
443		Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ			2010			FWSS Travel
444		Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ			2011			FWSS Travel
445		ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)			2006			Mulitple HQ Depts
446		ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)			2007			Mulitple HQ Depts
447		ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)			2008			Mulitple HQ Depts
448		ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)			2009			Mulitple HQ Depts
449		ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)			2010			Mulitple HQ Depts
450		ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)			2011			Mulitple HQ Depts
451		Pension Buck Reports			2006			HQ Pension Dept
452		Pension Buck Reports			2007			HQ Pension Dept
453		Pension Buck Reports			2008			HQ Pension Dept
454		Pension Buck Reports			2009			HQ Pension Dept
455		Pension Buck Reports			2010			HQ Pension Dept

52

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

456

Pension Buck Reports

2011

HQ Pension Dept

457

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2006

HQ Pension Dept

458

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2007

HQ Pension Dept

459

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2008

HQ Pension Dept

460

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2009

HQ Pension Dept

461

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2010

HQ Pension Dept

462

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2011

HQ Pension Dept

463

IRS Form 5500

2006

HQ Pension Dept

53

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

464

IRS Form 5500

2007

HQ Pension Dept

465

IRS Form 5500

2008

HQ Pension Dept

466

IRS Form 5500

2009

HQ Pension Dept

467

IRS Form 5500

2010

HQ Pension Dept

468

IRS Form 5500

2011

HQ Pension Dept

469

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2006

HQ Pension Dept

470

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2007

HQ Pension Dept

471

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2008

HQ Pension Dept

472

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2009

HQ Pension Dept

54

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

473

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2010

HQ Pension Dept

474

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2011

HQ Pension Dept

475

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

476

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

477

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2008

HQ Pension Dept

478

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2009

HQ Pension Dept

55

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

479

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

480

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

481

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

482

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

483

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Pension Dept

484

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Pension Dept

485

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

56

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

486

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

487

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2006

HQ Pension Dept

488

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2007

HQ Pension Dept

489

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2008

HQ Pension Dept

490

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2009

HQ Pension Dept

491

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2010

HQ Pension Dept

57

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

492

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2011

HQ Pension Dept

493

Listing of Participants in the PRBs to support PRB eligibility

2006

HQ Pension Dept

Y

494

Listing of Participants in the PRBs to support PRB eligibility

2007

HQ Pension Dept

495

Listing of Participants in the PRBs to support PRB eligibility

2008

HQ Pension Dept

496

Listing of Participants in the PRBs to support PRB eligibility

2009

HQ Pension Dept

Y

497

Listing of Participants in the PRBs to support PRB eligibility

2010

HQ Pension Dept

Y

498

Listing of Participants in the PRBs to support PRB eligibility

2011

HQ Pension Dept

499

Acturial Reports for EDO Frozen Pension Costs

2008

HQ Pension Dept

Y

500

Acturial Reports for EDO Frozen Pension Costs

2009

HQ Pension Dept

Y

501

Acturial Reports for EDO Frozen Pension Costs

2010

HQ Pension Dept

Y

502

Acturial Reports for EDO Frozen Pension Costs

2011

HQ Pension Dept

Y

58

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

503

Acturial Reports for EDO Frozen Pension Costs

2012

HQ Pension Dept

Y

504

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2008

HQ Pension Dept

Y

505

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2009

HQ Pension Dept

Y

506

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2010

HQ Pension Dept

Y

507

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2011

HQ Pension Dept

Y

508

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2012

HQ Pension Dept

Y

509

Agreements with Empire for the Administrtion of ITT Healthcare Costs

2006

HQ Pension Dept

510

Agreements with Empire for the Administrtion of ITT Healthcare Costs

2007

HQ Pension Dept

59

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
511		Agreements with Empire for the Administrtion of ITT Healthcare Costs			2008			HQ Pension Dept
512		Agreements with Empire for the Administrtion of ITT Healthcare Costs			2009			HQ Pension Dept
513		Agreements with Empire for the Administrtion of ITT Healthcare Costs			2010			HQ Pension Dept
514		Agreements with Empire for the Administrtion of ITT Healthcare Costs			2011			HQ Pension Dept
515		Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.			2006			HQ Pension Dept
516		Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.			2007			HQ Pension Dept
517		Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.			2008			HQ Pension Dept
518		Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.			2009			HQ Pension Dept
519		Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.			2010			HQ Pension Dept
520		Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.			2011			HQ Pension Dept

60

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

521

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2006

HQ Pension Dept

522

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2007

HQ Pension Dept

523

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2008

HQ Pension Dept

524

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2009

HQ Pension Dept

525

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2010

HQ Pension Dept

526

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2011

HQ Pension Dept

527

Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

528

Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

61

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
529		Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.			2008			HQ Pension Dept
530		Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.			2009			HQ Pension Dept
531		Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.			2010			HQ Pension Dept
532		Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.			2011			HQ Pension Dept
533		Support for the Healthcare Partipants by BU.			2006			HQ Pension Dept
534		Support for the Healthcare Partipants by BU.			2007			HQ Pension Dept
535		Support for the Healthcare Partipants by BU.			2008			HQ Pension Dept
536		Support for the Healthcare Partipants by BU.			2009			HQ Pension Dept
537		Support for the Healthcare Partipants by BU.			2010			HQ Pension Dept
538		Support for the Healthcare Partipants by BU.			2011			HQ Pension Dept
539		Dependant Eligilbility Healthcare 3rd Party Audit and Results			2011			HQ Pension Dept

62

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
540		Agreements with Met Life for the Administrtion of ITT Healthcare Costs			2006			HQ Pension Dept
541		Agreements with Met Life for the Administrtion of ITT Healthcare Costs			2007			HQ Pension Dept
542		Agreements with Met Life for the Administrtion of ITT Healthcare Costs			2008			HQ Pension Dept
543		Agreements with Met Life for the Administrtion of ITT Healthcare Costs			2009			HQ Pension Dept
544		Agreements with Met Life for the Administrtion of ITT Healthcare Costs			2010			HQ Pension Dept
545		Agreements with Met Life for the Administrtion of ITT Healthcare Costs			2011			HQ Pension Dept
546		Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.			2006			HQ Pension Dept
547		Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.			2007			HQ Pension Dept
548		Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.			2008			HQ Pension Dept
549		Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.			2009			HQ Pension Dept

63

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

550

Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

551

Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

552

Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2006

HQ Pension Dept

553

Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2007

HQ Pension Dept

554

Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2008

HQ Pension Dept

555

Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2009

HQ Pension Dept

556

Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2010

HQ Pension Dept

557

Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2011

HQ Pension Dept

558

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

64

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

559

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

560

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Pension Dept

561

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Pension Dept

562

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

563

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

564

Support for the Met Life Partipants by BU.

2006

HQ Pension Dept

565

Support for the Met Life Partipants by BU.

2007

HQ Pension Dept

566

Support for the Met Life Partipants by BU.

2008

HQ Pension Dept

65

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
567		Support for the Met Life Partipants by BU.			2009			HQ Pension Dept
568		Support for the Met Life Partipants by BU.			2010			HQ Pension Dept
569		Support for the Met Life Partipants by BU.			2011			HQ Pension Dept
570		Dependant Eligilbility Dental 3rd Party Audit and Results			2011			HQ Pension Dept
571		ISP/401k Allocation Worksheets			2006			FWSS Acctg
572		ISP/401k Allocation Worksheets			2007			FWSS Acctg
573		ISP/401k Allocation Worksheets			2008			FWSS Acctg
574		ISP/401k Allocation Worksheets			2009			FWSS Acctg
575		ISP/401k Allocation Worksheets			2010			FWSS Acctg
576		ISP/401k Allocation Worksheets			2011			FWSS Acctg
577		Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.			2006			FWSS Acctg
578		Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.			2007			FWSS Acctg
579		Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.			2008			FWSS Acctg

66

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
580		Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.			2009			FWSS Acctg
581		Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.			2010			FWSS Acctg
582		Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.			2011			FWSS Acctg
583		Support for the ISP/401k Partipants by BU.			2006			FWSS Acctg
584		Support for the ISP/401k Partipants by BU.			2007			FWSS Acctg
585		Support for the ISP/401k Partipants by BU.			2008			FWSS Acctg
586		Support for the ISP/401k Partipants by BU.			2009			FWSS Acctg
587		Support for the ISP/401k Partipants by BU.			2010			FWSS Acctg
588		Support for the ISP/401k Partipants by BU.			2011			FWSS Acctg
589		Support for the ISP/401k ITT Matching Payments (proof of payment)			2006			FWSS Acctg
590		Support for the ISP/401k ITT Matching Payments (proof of payment)			2007			FWSS Acctg

67

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

591

Support for the ISP/401k ITT Matching Payments (proof of payment)

2008

FWSS Acctg

592

Support for the ISP/401k ITT Matching Payments (proof of payment)

2009

FWSS Acctg

593

Support for the ISP/401k ITT Matching Payments (proof of payment)

2010

FWSS Acctg

594

Support for the ISP/401k ITT Matching Payments (proof of payment)

2011

FWSS Acctg

595

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2006

HQ Pension Dept

596

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2007

HQ Pension Dept

597

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2008

HQ Pension Dept

598

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2009

HQ Pension Dept

68

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

599

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2010

HQ Pension Dept

600

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2011

HQ Pension Dept

601

Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx)

2006

HQ Controllers

602

Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx)

2007

HQ Controllers

603

Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx)

2008

HQ Controllers

604

Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx)

2009

HQ Controllers

605

Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx)

2010

HQ Controllers

606

Copy of the Recurring Jourmal Entry Binders (X. Xxxxxxx)

2011

HQ Controllers

607

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2006

HQ Controllers

69

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

608

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2007

HQ Controllers

609

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2008

HQ Controllers

610

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2009

HQ Controllers

611

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2010

HQ Controllers

612

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2011

HQ Controllers

70

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

613

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2006

HQ Controllers

614

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2007

HQ Controllers

615

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2008

HQ Controllers

616

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2009

HQ Controllers

617

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2010

HQ Controllers

618

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2011

HQ Controllers

619

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2006

HQ Controllers

620

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2007

HQ Controllers

71

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

621

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2008

HQ Controllers

622

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2009

HQ Controllers

623

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2010

HQ Controllers

624

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2011

HQ Controllers

625

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Controllers

626

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Controllers

72

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

627

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Controllers

628

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Controllers

629

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Controllers

630

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2011

HQ Controllers

631

Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2006

HQ Treasury

73

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

632

Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2007

HQ Treasury

633

Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2008

HQ Treasury

634

Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2009

HQ Treasury

635

Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2010

HQ Treasury

74

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

636

Xxxxxxx Xxxxx Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2011

HQ Treasury

5/25: Xxxxxxx to provide

637

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2006

HQ Treasury

638

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2007

HQ Treasury

639

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2008

HQ Treasury

640

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2009

HQ Treasury

641

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2010

HQ Treasury

75

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
642		Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.			2011			HQ Treasury
643		Copies of Big 5 Insurance Policies			2006			HQ Treasury
644		Copies of Big 5 Insurance Policies			2007			HQ Treasury
645		Copies of Big 5 Insurance Policies			2008			HQ Treasury
646		Copies of Big 5 Insurance Policies			2009			HQ Treasury
647		Copies of Big 5 Insurance Policies			2010			HQ Treasury
648		Copies of Big 5 Insurance Policies			2011			HQ Treasury
649		Copies of Big 5 Broker Agreements			2006			HQ Treasury
650		Copies of Big 5 Broker Agreements			2007			HQ Treasury
651		Copies of Big 5 Broker Agreements			2008			HQ Treasury
652		Copies of Big 5 Broker Agreements			2009			HQ Treasury
653		Copies of Big 5 Broker Agreements			2010			HQ Treasury
654		Copies of Big 5 Broker Agreements			2011			HQ Treasury
655		ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)			2006			HQ Controllers

76

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

656

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2007

HQ Controllers

657

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2008

HQ Controllers

658

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2009

HQ Controllers

659

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2010

HQ Controllers

660

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2011

HQ Controllers

661

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2006

HQ Controllers

662

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2007

HQ Controllers

77

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

663

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2008

HQ Controllers

664

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2009

HQ Controllers

665

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2010

HQ Controllers

666

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2011

HQ Controllers

667

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2006

HQ Treasury

668

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2007

HQ Treasury

669

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2008

HQ Treasury

78

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

670

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2009

HQ Treasury

671

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2010

HQ Treasury

672

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2011

HQ Treasury

673

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2006

HQ Tax

674

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2007

HQ Tax

675

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2008

HQ Tax

676

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2009

HQ Tax

79

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

677

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2010

HQ Tax

678

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2011

HQ Tax

679

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Tax

680

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Tax

681

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Tax

682

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Tax

683

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Tax

80

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
684		Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.			2011			HQ Tax
685		FICA/FUTA/SUI tax returns that support the expense			2006			HQ Tax
686		FICA/FUTA/SUI tax returns that support the expense			2007			HQ Tax
687		FICA/FUTA/SUI tax returns that support the expense			2008			HQ Tax
688		FICA/FUTA/SUI tax returns that support the expense			2009			HQ Tax
689		FICA/FUTA/SUI tax returns that support the expense			2010			HQ Tax
690		FICA/FUTA/SUI tax returns that support the expense			2011			HQ Tax
691		Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns			2006			HQ Tax
692		Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns			2007			HQ Tax
693		Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns			2008			HQ Tax
694		Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns			2009			HQ Tax

81

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

695

Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns

2010

HQ Tax

696

Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns

2011

HQ Tax

697

Proof of Payment to support the respective FICA?FUTA/SUI Tax expense

2006

HQ Tax

698

Proof of Payment to support the respective FICA?FUTA/SUI Tax expense

2007

HQ Tax

699

Proof of Payment to support the respective FICA?FUTA/SUI Tax expense

2008

HQ Tax

700

Proof of Payment to support the respective FICA?FUTA/SUI Tax expense

2009

HQ Tax

701

Proof of Payment to support the respective FICA?FUTA/SUI Tax expense

2010

HQ Tax

702

Proof of Payment to support the respective FICA?FUTA/SUI Tax expense

2011

HQ Tax

703

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2006

HQ Tax

82

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

704

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2007

HQ Tax

705

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2008

HQ Tax

706

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2009

HQ Tax

707

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2010

HQ Tax

708

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2011

HQ Tax

709

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2006

HQ Tax

710

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2007

HQ Tax

711

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2008

HQ Tax

83

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

712

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2009

HQ Tax

713

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2010

HQ Tax

714

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2011

HQ Tax

715

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2006

HQ Tax

716

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2007

HQ Tax

84

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

717

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2008

HQ Tax

718

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2009

HQ Tax

719

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2010

HQ Tax

720

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2011

HQ Tax

85

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

721

Proof of Payment to support the respective State Income & Franchise Tax expense

2006

HQ Tax

722

Proof of Payment to support the respective State Income & Franchise Tax expense

2007

HQ Tax

723

Proof of Payment to support the respective State Income & Franchise Tax expense

2008

HQ Tax

724

Proof of Payment to support the respective State Income & Franchise Tax expense

2009

HQ Tax

725

Proof of Payment to support the respective State Income & Franchise Tax expense

2010

HQ Tax

726

Proof of Payment to support the respective State Income & Franchise Tax expense

2011

HQ Tax

727

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2006

HQ Controllers

86

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

728

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2007

HQ Controllers

729

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2008

HQ Controllers

730

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2009

HQ Controllers

87

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

731

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2010

HQ Controllers

732

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2011

HQ Controllers

733

Flight Logs — 2 Corporare Jets

2006

HQ Flight Ops Dept

734

Flight Logs — 2 Corporare Jets

2007

HQ Flight Ops Dept

735

Flight Logs — 2 Corporare Jets

2008

HQ Flight Ops Dept

736

Flight Logs — 2 Corporare Jets

2009

HQ Flight Ops Dept

737

Flight Logs — 2 Corporare Jets

2010

HQ Flight Ops Dept

738

Flight Logs — 2 Corporare Jets

2011

HQ Flight Ops Dept

739

Lease Agreements for each Corporate Jet (assumption — same jets since 2006), with lease amirization schedule & justification

2011

HQ Flight Ops Dept

88

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

740

Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k)

2006

HQ Flight Ops Dept

741

Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k)

2007

HQ Flight Ops Dept

742

Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k)

2008

HQ Flight Ops Dept

743

Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k)

2009

HQ Flight Ops Dept

744

Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k)

2010

HQ Flight Ops Dept

745

Supporting Source Documents for Major CC 85100 (Aviation) expense accts (>$50k)

2011

HQ Flight Ops Dept

746

Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx)

2006

HQ Flight Ops Dept

747

Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx)

2007

HQ Flight Ops Dept

89

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

748

Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx)

2008

HQ Flight Ops Dept

749

Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx)

2009

HQ Flight Ops Dept

750

Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx)

2010

HQ Flight Ops Dept

751

Source Data related to # of miles flown by each Corporate Jet (K Xxxxxxxx)

2011

HQ Flight Ops Dept

000

Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2006

FWSS Acctg

000

Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2007

FWSS Acctg

000

Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2008

FWSS Acctg

90

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

000

Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2009

FWSS Acctg

000

Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2010

FWSS Acctg

000

Xxxx Xxxxx Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2011

FWSS Acctg

758

All Journal Entries for FWSS Location Operations

2006

FWSS Acctg

759

All Journal Entries for FWSS Location Operations

2007

FWSS Acctg

760

All Journal Entries for FWSS Location Operations

2008

FWSS Acctg

761

All Journal Entries for FWSS Location Operations

2009

FWSS Acctg

762

All Journal Entries for FWSS Location Operations

2010

FWSS Acctg

91

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
763		All Journal Entries for FWSS Location Operations			2011			FWSS Acctg
764		All Supporting Docs for the FWSS JEs			2006			FWSS Acctg
765		All Supporting Docs for the FWSS JEs			2007			FWSS Acctg
766		All Supporting Docs for the FWSS JEs			2008			FWSS Acctg
767		All Supporting Docs for the FWSS JEs			2009			FWSS Acctg
768		All Supporting Docs for the FWSS JEs			2010			FWSS Acctg
769		All Supporting Docs for the FWSS JEs			2011			FWSS Acctg
770		FWSS Infinuim Voucher Registers (CY 2006-2007?)			2006			FWSS Acctg
771		FWSS Infinuim Voucher Registers (CY 2006-2007?)			2007			FWSS Acctg
772		SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)			2007			FWSS Acctg
773		SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)			2008			FWSS Acctg
774		SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)			2009			FWSS Acctg
775		SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)			2010			FWSS Acctg
776		SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)			2011			FWSS Acctg

92

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

777

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2006

FWSS Acctg

778

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2007

FWSS Acctg

779

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2008

FWSS Acctg

780

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2009

FWSS Acctg

781

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2010

FWSS Acctg

782

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2011

FWSS Acctg

783

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2006

FWSS Acctg

784

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2007

FWSS Acctg

93

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

785

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2008

FWSS Acctg

786

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2009

FWSS Acctg

787

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2010

FWSS Acctg

788

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2011

FWSS Acctg

789

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations

2006

FWSS Acctg

790

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations

2007

FWSS Acctg

791

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations

2008

FWSS Acctg

94

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

792

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations

2009

FWSS Acctg

793

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations

2010

FWSS Acctg

794

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FWSS Locations

2011

FWSS Acctg

795

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2006

FWSS Acctg

796

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2007

FWSS Acctg

797

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2008

FWSS Acctg

95

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

798

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2009

FWSS Acctg

799

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2010

FWSS Acctg

800

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2011

FWSS Acctg

801

Depreciation Schedule and Basis for All FWSS Fixed Assets

2006

FWSS Acctg

802

Depreciation Schedule and Basis for All FWSS Fixed Assets

2007

FWSS Acctg

803

Depreciation Schedule and Basis for All FWSS Fixed Assets

2008

FWSS Acctg

804

Depreciation Schedule and Basis for All FWSS Fixed Assets

2009

FWSS Acctg

805

Depreciation Schedule and Basis for All FWSS Fixed Assets

2010

FWSS Acctg

806

Depreciation Schedule and Basis for All FWSS Fixed Assets

2011

FWSS Acctg

96

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

807

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2006

FWSS Acctg

808

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2007

FWSS Acctg

809

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2008

FWSS Acctg

810

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2009

FWSS Acctg

811

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2010

FWSS Acctg

812

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2011

FWSS Acctg

813

Rental Agreements that support all FW Shared Service Rental Expenses

2006

FWSS Acctg

814

Rental Agreements that support all FW Shared Service Rental Expenses

2007

FWSS Acctg

815

Rental Agreements that support all FW Shared Service Rental Expenses

2008

FWSS Acctg

97

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
816		Rental Agreements that support all FW Shared Service Rental Expenses			2009			FWSS Acctg
817		Rental Agreements that support all FW Shared Service Rental Expenses			2010			FWSS Acctg
818		Rental Agreements that support all FW Shared Service Rental Expenses			2011			FWSS Acctg
819		Payroll Registers for All FWSS Locations			2006			FWSS Acctg
820		Payroll Registers for All FWSS Locations			2007			FWSS Acctg
821		Payroll Registers for All FWSS Locations			2008			FWSS Acctg
822		Payroll Registers for All FWSS Locations			2009			FWSS Acctg
823		Payroll Registers for All FWSS Locations			2010			FWSS Acctg
824		Payroll Registers for All FWSS Locations			2011			FWSS Acctg
825		Concur Reports (with receiipts) related to all FW Shared Service Locations			2006			FWSS Acctg
826		Concur Reports (with receiipts) related to all FW Shared Service Locations			2007			FWSS Acctg
827		Concur Reports (with receiipts) related to all FW Shared Service Locations			2008			FWSS Acctg
828		Concur Reports (with receiipts) related to all FW Shared Service Locations			2009			FWSS Acctg

98

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

829

Concur Reports (with receiipts) related to all FW Shared Service Locations

2010

FWSS Acctg

830

Concur Reports (with receiipts) related to all FW Shared Service Locations

2011

FWSS Acctg

831

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2006

FWSS Acctg

832

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2007

FWSS Acctg

833

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2008

FWSS Acctg

834

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2009

FWSS Acctg

99

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

835

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2010

FWSS Acctg

836

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2011

FWSS Acctg

837

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2006

FWSS Acctg

838

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2007

FWSS Acctg

100

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

839

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2008

FWSS Acctg

840

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2009

FWSS Acctg

841

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2010

FWSS Acctg

842

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2011

FWSS Acctg

101

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

843

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2006

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI

844

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2007

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI

102

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

845

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2008

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI

846

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2009

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI

103

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

847

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2010

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI

848

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2011

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps, Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP Salaried, ISP Salaried Excess, Metlife (STD & LIFE) Salaried, FICA/FMHI, FUTA, SUI

104

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

849

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2006

FWSS Acctg

850

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2007

FWSS Acctg

851

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2008

FWSS Acctg

105

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

852

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2009

FWSS Acctg

853

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2010

FWSS Acctg

854

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2011

FWSS Acctg

855

Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

106

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

856

Xxxxxx Xxxxx Xxxred Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

857

Xxxxxx Xxxxx Xxxred Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

858

Xxxxxx Xxxxx Xxxred Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

859

Xxxxxx Xxxxx Xxxred Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

860

Xxxxxx Xxxxx Xxxred Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

107

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
861		All Journal Entries for FRC/EI/TDS Location Operations			2006			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
862		All Journal Entries for FRC/EI/TDS Location Operations			2007			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
863		All Journal Entries for FRC/EI/TDS Location Operations			2008			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
864		All Journal Entries for FRC/EI/TDS Location Operations			2009			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
865		All Journal Entries for FRC/EI/TDS Location Operations			2010			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
866		All Journal Entries for FRC/EI/TDS Location Operations			2011			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
867		All Supporting Docs for the FRC/EI/TDS JEs			2006			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
868		All Supporting Docs for the FRC/EI/TDS JEs			2007			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
869		All Supporting Docs for the FRC/EI/TDS JEs			2008			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
870		All Supporting Docs for the FRC/EI/TDS JEs			2009			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
871		All Supporting Docs for the FRC/EI/TDS JEs			2010			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
872		All Supporting Docs for the FRC/EI/TDS JEs			2011			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

108

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

873

SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

874

SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

875

SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

876

SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

877

SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

878

SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

879

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

880

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

881

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

109

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

882

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

883

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

884

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

885

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

886

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

887

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

888

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

889

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

110

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

890

Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

891

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations

2006

Seneca Falls Shared Services (FRC/EI/TDS)

892

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations

2007

Seneca Falls Shared Services (FRC/EI/TDS)

893

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations

2008

Seneca Falls Shared Services (FRC/EI/TDS)

894

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations

2009

Seneca Falls Shared Services (FRC/EI/TDS)

895

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations

2010

Seneca Falls Shared Services (FRC/EI/TDS)

111

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

896

PARs/Approvals for ALL Software/Hardware Acquisiitions amd ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS Locations

2011

Seneca Falls Shared Services (FRC/EI/TDS)

897

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

898

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

899

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

900

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

112

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

901

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

902

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

903

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

904

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

905

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

906

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

907

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

908

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

909

Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

113

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
910		Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations			2007			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
911		Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations			2008			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
912		Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations			2009			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
913		Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations			2010			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
914		Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations			2011			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
915		Rental Agreements that support all FW Shared Service Rental Expenses			2006			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
916		Rental Agreements that support all FW Shared Service Rental Expenses			2007			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
917		Rental Agreements that support all FW Shared Service Rental Expenses			2008			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
918		Rental Agreements that support all FW Shared Service Rental Expenses			2009			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
919		Rental Agreements that support all FW Shared Service Rental Expenses			2010			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

114

				Year, if				Dept				Complete
#		Description		applicable				Affected		POCs		(Y/N)		Comments
920		Rental Agreements that support all FW Shared Service Rental Expenses			2011			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
921		Payroll Registers for All FRC/EI/TDS Locations			2006			Seneca Falls Shared Services (FRC/EI/TDS)
922		Payroll Registers for All FRC/EI/TDS Locations			2007			Seneca Falls Shared Services (FRC/EI/TDS)
923		Payroll Registers for All FRC/EI/TDS Locations			2008			Seneca Falls Shared Services (FRC/EI/TDS)
924		Payroll Registers for All FRC/EI/TDS Locations			2009			Seneca Falls Shared Services (FRC/EI/TDS)
925		Payroll Registers for All FRC/EI/TDS Locations			2010			Seneca Falls Shared Services (FRC/EI/TDS)
926		Payroll Registers for All FRC/EI/TDS Locations			2011			Seneca Falls Shared Services (FRC/EI/TDS)
927		Concur Reports (with receiipts) related to all FW Shared Service Locations			2006			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
928		Concur Reports (with receiipts) related to all FW Shared Service Locations			2007			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
929		Concur Reports (with receiipts) related to all FW Shared Service Locations			2008			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)
930		Concur Reports (with receiipts) related to all FW Shared Service Locations			2009			Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

115

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

931

Concur Reports (with receiipts) related to all FW Shared Service Locations

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

932

Concur Reports (with receiipts) related to all FW Shared Service Locations

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

933

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

934

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

935

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

936

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

116

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

937

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

938

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

939

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

940

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2007

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

117

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

941

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2008

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

942

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2009

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

943

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2010

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

944

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2011

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

118

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

945

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion)

2006

Xxxxxx Xxxxx Xxxred Services (FRC/EI/TDS)

119

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

946

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion)

0000

Xxxxxx Xxxxx Shared Services (FRC/EI/TDS)

120

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

947

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion)

0000

Xxxxxx Xxxxx Shared Services (FRC/EI/TDS)

121

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

948

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion)

0000

Xxxxxx Xxxxx Shared Services (FRC/EI/TDS)

122

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

949

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion)

0000

Xxxxxx Xxxxx Shared Services (FRC/EI/TDS)

123

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

950

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations: Freight, Corp Incentives (net any expense for entire TDS), Household Goods, TAPS/Telecom, Travel, EbuyITT, Collections, Credit, Cash Applications, Treasury Svces (Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects, Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center (Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS, Network VPN, Global Directory Svcs, Voice Telecom, Collaborative System, InfoSec (EI & GIS Portion)

0000

Xxxxxx Xxxxx Shared Services (FRC/EI/TDS)

124

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

951

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2006

Seneca Falls Shared Services (FRC/EI/TDS)

952

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2007

Seneca Falls Shared Services (FRC/EI/TDS)

953

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2008

Seneca Falls Shared Services (FRC/EI/TDS)

954

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2009

Seneca Falls Shared Services (FRC/EI/TDS)

125

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

955

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2010

Seneca Falls Shared Services (FRC/EI/TDS)

956

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2011

Seneca Falls Shared Services (FRC/EI/TDS)

957

Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al)

2009

FRC (Prog Best)

958

Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al)

2010

FRC (Prog Best)

126

Year, if

Dept

Complete

#

Description

applicable

Affected

POCs

(Y/N)

Comments

959

Program BEST (GL, Approved PARs, Consultants Contracts/Agreements, SAP Agreements/Contracts/Invoices, Due Dilligence Reports, AP Docs, Travel Docs, Org Chart, Time Keeping Records, et al)

2011

FRC (Prog Best)

Summary of Tasks/Activities
		Count of
Department Affected		Tasks/Activities
ALL		1
XXXX		0
XXXX Xxxxx		104
FWSS Payroll		25
FWSS Travel		13
GSS		1
HQ Controllers		208
HQ Corp Responsibility		46
HQ Flight Ops Dept		20
HQ Human Resources		68
HQ Internal Audit		73
HQ Legal		31
HQ Pension Dept		151
HQ Tax		67
HQ Treasury		31
Mulitple HQ Depts		12
Seneca Falls Shared Serv		104
FRC (Prog Best)		3
Grand Total		959

127

Department Affected		Count of Tasks/Acti vities
Count of Dept Affected		Column Labels
																																																										Seneca
																																																										Falls
																														HQ																												Shared
																		HQ				HQ				HQ				Hum												HQ																Service
						FWSS												Con				Corp				Flight				an				HQ								Pens								HQ				Mulitpl				s				FRC
		FWSS				Payro				FWSS								troll				Respon				Ops				Reso				Internal				HQ				ion								Treasu				e HQ				(FRC/EI				(Prog				Grand
Row Labels		Acctg				ll				Travel				GSS				ers				sibility				Dept				urces				Audit				Legal				Dept				HQ Tax				ry				Depts				/TDS)				Best)				Total
																							40																																												40
																																							31																												31
																			6																																																6
																																											34																								34
																															6																																				6
							25																																																												25
																																																			31																31
																																																							5												5
																																											1																								1
																																																							1												1
																			5																																																5
											13																																																								13
																																											116																								116
																											20																																								20
																															19																																				19
																															43																																				43
																																																															3				3
																			6																																																6
			104																																																																104
																																																																			2
																																			73																																73
															1																																																				1
																			50																																																50
																																																											104								104
																			141																																				6												147
																							6																																												6
																																															67																				67
			104				25				13				1				208				46				20				68				73				31				151				67				31				12				104				3				959

128

List of Defense Units for DCAA TSA

Cost Centers

		FRC co. 30
300216		Collections
300217		Credit
300215		Cash Application
300220		Corporate Services
300230		Operations Management
300222		Treasury Services (Cash Management)
300226		Accounts Payable (P2P Service Fees)
300512		AP Special Projects
300225		Management Reporting
300235		Unclaimed Property
300214		Sales and Use tax Compliance
		TDS co. 20
200101		Freight
200101		Corporate Incentives net Expenses for entire TDS
200101		Household Goods
200101		Taps/Telecom
200101		Travel
200101		EbuyIT
		EI — co. 50
CC 500201		Data Center East
CC 500202		Wintel Hosting East
CC 500203		Data Center Midwest
CC 500204		Wintel Hosting Midwest
CC501251		Voice Comm
CC 501201		Network — Americas
CC 501211		Network — EMEA
CC 501221		Network — ASPAC
CC501261		Directory Services
CC 502241		Enterprise Systems
CC 503201		Global Help Desk
CC 501231		Enterprise Infrastructure
CC 83000		Global Info. Services
CC 83400		Connect
		GSS — co. 40
400201 —		GSS Leadership
400301 —		GSS Americas
400302 —		GSS Brazil
400305 —		GSS China
400306 —		XXX Xxxxxx
000000 —		XXX Xxxxx
000000 —		XXX Xxxxx
000000 —		GSS indirect
400407 —		GSS Buying Channel Support
400409 —		GSS Global Logistics
400413 —		GSS Supplier Quality

129

Defense Units

130

Defense -SAP

		Defense vs.
Co #		Commercial		New Company
1005		DEF		Defense		CS
1009		DEF		Defense		Defense — Custodials
1010		DEF		Defense		ES — EWS
1101		CM		Defense		GIS
1160		DEF		Defense		AES
1165		DEF		Defense		ES/RDR — Gil
1170		DEF		Defense		Defense HQ
1185		DEF		Defense		SSD — Old
1186		DEF		Defense		SSD
1190		DEF		Defense		CIS
1191		DEF		Defense		Systems HQ
1195		DEF		Defense		SSI
1198		DEF		Defense		Systems FSIC
1199		DEF		Defense		CIS_CS
1200		DEF		Defense		XXX

Xx #		XXX XX & XXX		Xxx Xxxxxxx
0000		FSS		ITT
1001		ITT HQ		ITT

131

SCHEDULE AC9
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
ITT Corporation Xxxxx Xxxxxx		TSA Manager		Office:000-000-0000		Xxxxx.xxxxxx@xxxxxxx.xxx
Service Receiver’s Contact
Exelis Inc. Xxx Xxxxxx		TSA Manager		Office: (000) 000-0000		Xxx.xxxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation

Service Receiver: Exelis Inc.

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and

other similar services in various areas including, but not limited to finance, tax, accounting, insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Annex A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through April 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this

2

Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The xxxx will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

Notices and bills to the Service Provider should be sent to:

ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx

3

Notices and bills to the Service Receiver should be sent to:

Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013. There shall be no make whole fee due under Section 11 of the Agreement upon early termination of this TSA.

Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour

*   Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Annex A will be as set forth in Annex A unless no pricing is provided in which case if services are provided on an hourly basis the rates above will apply.

4

Annex A

Annex A-1 —Individual Employee Services

Service Provider (ITT) will provide Service Receiver (Defense) with the services of                  during the period from the Distribution Date through December 31, 2011. Defense will pay ITT Cost plus 2% - 10% per month for                  services and expect that                  will dedicate 50% of his time to the needs of the Service Receiver. Defense will continue to provide                  with his current office and access to a phone, though his computer connectivity will be terminated.                  will have access to the common areas in Fort Xxxxx and to his office and well as other areas if invited by Defense personnel. Defense will not charge ITT for space rental (build it into his monthly rate to make things simpler so you only need one xxxx). In the event                  can no longer or chooses not to provide services, this Annex A-1 and the services of                  will be terminated and              will no longer have access to the Fort Xxxxx facility. No make-whole fee will be paid under this Annex A-1.

                 will provide the following services:

Serve as a confidant/advisor and provide guidance and assistance to the ITT Exelis labor relations and human resources staff on the delivery of a broad range of proactive human resources and labor relations activities and initiatives. Specifically:

Provides assistance with HR functional strategic/operations planning

Draft and vet HR policies as requested

Conducting and or mentoring staff on training activities including conducting needs assessments to identify training needs, formulates recommendations and executes training program development as requested

Provide consulting support to ITT Exelis management on matters of policy development, contract administration and negotiation, maintenance of union free operations, and negotiation objectives development

Provide assistance with the development of timely and strategically aligned prep documents and the development of bargaining proposals

5

Annex A-2 Master Black Belt Training

Service Provider: ITT Corporation
Service Owner: Xxxx Xxxxxxxx, xxxx.xxxxxxxx@xxx.xxx (000) 000-0000

Service Receiver: Xylem Inc.
Service Owner: Xxx Xxxxx, xxx.xxxxx@xxxxxxxx.xxx (000) 000-0000

Service Receiver: Exelis Inc.
Service Owner: Xxxxx Xxxxxx, xxxxx.xxxxxx@xxxxxxxxx.xxx phone (000) 000-0000

The Service Provider will invoice the Service Receivers to equally share in out of pocket expenses incurred to deliver a joint Master Black Belt training class and subsequent Train the Trainer classes. Out of pocket expenses include but are not limited to Consultant expense, curriculum binders, CDs, books, meals, and various classroom supplies. All time, travel, and related expenses will be the responsibility of each company.

Master Black Belt training consists of 4 weeks. It will be led by one employee from each company and supplemented with consulting expertise as needed. The curriculum delivered will be the 2011 enhanced Master Black Belt content developed jointly with the University of Michigan. Certification will be the responsibility of each company.

Annex A-3 Furniture Storage in Dubai

Service provider/Remit to: Camil Xxxxxx Xxxxxx, General Manager of IP Dubai branch. Address: Office 504; Deira Twin towers; Baniyas Street; Deira; Dubai ; UAE

Service receiver/Xxxx to: Xxxxxxx Xxxxxx Xxxx, General Manager of Defense Dubai branch. Address: Office #1102; Crystal tower; Business Bay; Downtown Dubai ; Dubai ;UAE

Services: The ITT Dubai office will store existing furniture for the Exelis Dubai office for up to three months commencing on the Distribution Date. The maximum term expires on January 31, 2012. 5 days advance notice is required to terminate this service.

Pricing: The storage charge for the furniture will b e billed on a monthly basis. The cost per month will be AED Cost plus 2% - 10%/- This charge is based on a daily rate of AED Cost plus 2% - 10%/-. Partial month billing will be based on the daily rate. The rate above includes the 2%, 10% or 4.5% increase that should be applied as set forth in Section 2(a) of the Agreement. There will be no make-whole fee for early termination.

6

Annex A-4

Management Reporting (HFM/Planning) Post Separation Support Requirements

Following the separation of ITT into 3 companies, key management reporting resources will be required to provide post separation support and knowledge transfer between the NewCos. High level areas of support and knowledge transfer include:

•		Month-end close
•		Year-end close
•		New Year setup and rollforward
•		OpPlan, Forecast, and Budget
•		Metadata Management
•		Ledger Mapping
•		Break/Fix Support

Listed below are the key HFM and Planning resources whose post separation support will be required during the period 11/1/2011 through the 2012 March Close (approximately 4/20/2012).

										November												December												January												February												March												April
		Future
Resource		NewCo				Executive				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis
		ITTCo				No					n/a				48				48				n/a				48				24				n/a				48				24				n/a				36				12				n/a				36				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12
		Exelis				No					48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12				n/a
		ITTCo				No					n/a				48				0				n/a				24				0				n/a				24				0				n/a				12				0				n/a				12				0				n/a				12				0
		ITTCo				Yes					n/a				48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12

Service Provider Owners and Service Receiver Owners are set forth under “Service Owner” above

Annex A-5 —Individual Employee Services

Service Receiver (Exelis) will reimburse Service Provider for all its costs and expenses, including but not limited to wages, bonus, retention fees (mutually agreed to between Service Provider and Service Receiver) benefits, leave liabilities and taxes, but specifically excluding any severance obligations which shall be paid for by Service Provider in connection with employing                  and an employee to be identified later (individually and collectively, the “Employees”) on a part time basis during the period from the Distribution Date through September 30, 2012 (the “end date”). Service Receiver shall have no control or authority over the Employees and the Employees shall act on behalf of and at the discretion of the Service Provider. Service Provider will continue to provide the Employees with the same service and support (medical and dental benefits, payroll, access to the Service Provider’s facility (without a full time desk), etc.) as provided prior to the Distribution Date. Nothing contained herein shall prevent Service Provider from terminating Employees’ employment “for cause” at Service Provider’s discretion.

7

     Service Receiver acknowledges that at the end date, the employee’s employment will be terminated. This TSA may be terminated by Service Receiver early by providing 5 business days prior notice. There shall be no penalty or make whole if Service Receiver exits this TSA earlier than the stated end date.

     Service Receiver hereby expressly agrees to indemnify Service Provider for any liabilities, damages, costs, expenses, settlement amounts, duties, or fines, including court costs and reasonable attorney fees, arising from this Annex A-5 provided, however, that Service Provider shall not be entitled to be indemnified for any such liabilities, damages, costs, expenses, settlement amounts, duties, or fines, including court costs and reasonable attorney fees arising as a result of Service Provider’s negligence or willful misconduct in providing the services under this Annex A-5 or in connection with any severance obligations.

In the event the Employees’ employment with Service Provider is terminated, Service Provider shall use commercially reasonable efforts to hire another person and Service Receiver shall pay any and all costs associated with the new hire.

Service Provider: ITT Corporation

Service Provider Owner:
Xxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Xxxx.Xxxxxxx@xxx.xxx

Service Receiver: Exelis Inc.
Service Receiver Owner:
Xxxxx Xxxxxx
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Xxxxx.Xxxxxx@xxxxxxxxx.xxx

8

SCHEDULE B

Service Provider: Xylem Inc.

Service Recipient: ITT Corporation and/or Exelis Inc.

Service to be Provided:

4

SCHEDULE BA1
UK BENEFITS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
Water Process Ltd Xxxxxxx Xxxx		UK Benefits Manager		44- 1256-311-801		xxxxxxx.xxxx@xxxxxxxx.xxx
Service Recipient’s Contact
ITT Industries Limited Xxxxx Xxxxx		Shared Services Manager		44-1256 3111767		xxxxx.xxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: Water Process Ltd

Service Receiver: ITT Industries Limited

GENERAL SERVICE DESCRIPTION

Benefits for Service Receivers in England have been managed pre-spin by Service Provider based in Basingstoke. Service Receivers need assistance from Xxxxxxx Xxxx and/or Xxxxx Xxxxxxx (collectively, the “Experts”) on a time and materials basis to provide services similar to those provided to the Service Receiver or its affiliates during the 12 month period prior to October 1, 2011, including continuity of Benefits Administration, training and advice for 18 months (“Minimum Term”), but not longer than 24 months from the date hereof (“Maximum Term”).

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SCOPE OF SERVICES

The following services will be provided on a time and materials basis by the Experts.

	•		Launch Flexible Benefits Package for Service Receivers’ United Kingdom locations including administration, communications, etc.
	•		Assistance in establishing Service Receiver’s policy for enrollment in Private Medical
	•		Assistance with administering the share incentive plan for the Service Receiver.
	•		Assistance with the administration and preparation for cessation of Service Receiver’s Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan).
	•		Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receiver, but not executing agreements on Service Receiver’s behalf.
	•		Facilitate the transition of the Benefits Vendor relationship to designated Service Receiver’s HR Benefits Manager
	•		Facilitate the transition of the daily benefit activities to the HR staff of Service Receiver in the United Kingdom
	•		Provide guidance on applicable British Laws versus Benefits provided, but not legal advice.
	•		All communications initially prepared by the Experts to Service Receiver’s employees will be reviewed by the Service Receiver’s Sr. Manager of Benefits and Service Receivers’ Vice President, Human Resources, or such other person as may be designated by Service Receiver
	•		The Experts will provide employees designated by the Service Receiver with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately four (4) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion.
	•		Such other services as the Experts have provided to ITT Corporation’s commercial business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority.

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LOCATIONS

United Kingdom

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receiver acknowledges and agrees that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager will, at the request of the Service Receiver, provide similar services at an agreed to hourly rate, based on such benefit manager’s all in cost to the Service Provider (total compensation plus allocated overhead). However, if Service Receiver or an affiliate employs any of the Experts, this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver. In the event the Experts are no longer employed by Service Provider or no longer capable of providing services due to disability, and the Experts are not replaced by another benefits leader, this Schedule shall terminate with no further obligations of either party.

The Service Receivers’ human resources department shall cooperate with the Experts as the Experts provide service under this Schedule.

TAX STATUS

VAT will be charged as determined by the Service Provider

BILLING LOCATION

Service Provider will provide ITT Industries Limited with an invoice to its address set forth below. The xxxx will cover all charges for services under this Schedule from Service Provider to Service Receiver and, to the extent reasonably feasible. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the British Pound amount per Expert.

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NOTICE REQUIREMENTS

Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term if it wants to extend or terminate this Schedule, but such extension shall not be for longer than the Maximum Term. If notification is not received by the Service Provider, the service will terminate at the end of the Minimum Term. There shall be no make-whole fee in the event of an early termination under this Schedule.

Notices to the Service Provider should be sent to
Water Process Ltd, Jays Close,
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxxxx Xxxx

Notices to the Service Receiver should be sent to
ITT Industries Limited
Jays Close, Xxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxx Xxxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services.

The hourly rates below include a 4.5% increase each year for inflation and a 2% increase for a profit margin. In the event the service continues past the Minimum Term, the rate will increase by 8%

Service		Hourly Rate
Hourly Rate for Xx. Xxxx.		Cost plus 2% - 10% during 2011 Cost plus 2% - 10% during 2012 Cost plus 2% - 10% during 2013
Hourly Rate for Xx. Xxxxxxx		Cost plus 2% - 10% during 2011
		Cost plus 2% - 10% during 2012
		Cost plus 2% - 10% during 2013

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SCHEDULE BA2
ERP-LX & TANGO APPLICATION
NANJING

     Schedule Intentionally Deleted Prior to Distribution Date

1

SCHEDULE BA3
GLOBAL ENTERPRISE
CONTENT MANAGEMENT

Schedule Intentionally Deleted
Prior to Distribution Date

1

SCHEDULE BA4
GLOBAL VAULT PROFESSIONAL
SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider
Xxxxx Xxxxx Xylem Inc.				(000) 000-0000		xxxxx.xxxxx@xxxxxxxx.xxx
Service Receiver Xxx Xxxxxxxxx ITT Corporation		Global Engineering Systems Manager		(000) 000-0000		xxx.xxxxxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will provide Global Vault Professional Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

IT-Global Vault-01

Global Vault Professional Services

Provide Global Vault Professional Services to support the Windchill/PDMLink, ProjectLink, and MPMLink FMC Standard Product Data Lifecycle Management (PDLM) Platform:

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Time and Materials based on the Additional Pricing Section

•    Windchill/PDMLink, ProjectLink and MPMLink FMC Standard Product Data Lifecycle Management (PDLM) Platform Support & Maintenance — Service Provider will receive ticket requests from Service Receiver, monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

Up to 30 hours per Month

•    Windchill/PDMLink, ProjectLink and MPMLink Standard Product Data Lifecycle Management (PDLM) Platform Database Support — Service Provider will receive ticket requests from Service Receiver and will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and maintain, provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

•    Training/Mentoring - The Service Provider after receiving a request from the Service Receiver, will provide Training, Mentoring, and knowledge about the ITT implementation of Windchill/ PDMLink to the Service Receiver

Up to 20 hours per Month

Service Provider will be required to:

• Maintain staff of United States persons only

2

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
IT-Global Vault-02		Global Vault Professional Services Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•    Support of data extraction requests from the Service Receiver
				•    Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details

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Service #		Service Name		Description of Service		Service Charge ($/hour)
IT-Global Vault-03		Global Vault Professional Services Knowledge Transfer		Service Provider will provide the following knowledge transfer services:		Time and Materials Based on Additional Pricing Section
				•     Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Global Vault Application and related interfaces

Supplemental Services

For requests for supplemental services relating to Global Vault Professional Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver will remove all Service Receiver data from the Service Provider’s Global Vault instance. These services are included at $0 cost.
	•		Service Provider will remove all Service Provider data from the Service Receiver’s Global Vault instance. These services are included at $0 cost.
	•		Service Receiver must provide VPN access for specific Service Provider users to the Service Receiver’s servers. Service Provider must provide VPN access for specific Service Receiver users to the Service Provider’s servers. VPN access will be provided to allow data cleanup and removal.

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	•		Service Receiver must provide access, via secure VPN at all times or additional ports, to allow up to 10 Service Provider staff members to gain access to the Global Vault environment. The Service Receiver will need to provide these Service Provider staff members with the appropriate elevated privileges needed to complete the services requested, this will be required for the period of this TSA and should be consistent with the policies and procedures set forth by Service Receivers Service Delivery organization.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Xylem Inc.
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

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ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

     Requested Service Change:

								Already agreed to
		Service Description						with Service
Item Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

     Outcome:

		Outcome
Item Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

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SCHEDULE BA5
SUPPLIER PORTAL

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxxx Xxxxxxx Xylem Inc.		Team Leader		x00 000 000000		xxxxxxx.xxxxxxx@xxxxxxxx.xxx
Xxxxx Xxxxxx ITT Corporation		Manager, Transition Management Office		(000) 000-0000		xxxxx.xxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Supplier Portal Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

								Minimum Service
						BAU Transaction		Period
Service #		Service Name		Description of Service		Volume		(in mo.)		Service Charge
IT-Supplier Portal-01		Supplier Portal Application Support Services		Provide ongoing Supplier Portal service and application support:		93,000 Purchase Orders Annually		18		Cost plus 2% - 10% per mon
				•    Supplier Portal Processing — The Service Provider will operate the Supplier Portal such that the Service Receiver’s staff and Suppliers can access the Supplier Portal via the Web. The Service Receiver’s Suppliers access the Supplier Portal to review, create and update various types of Purchasing and Shipping information necessary to review Purchase Orders; create and send Order Response, receive Order Changes, review Order Acknowledgements, review Supplier Data, create Dispatch Advice, and review Goods Received messages that transmit to and from the Service Receiver’s ERP/MRP system.
				•    The Service Provider’s Supplier Portal will receive Supplier Data messages from the Service Receiver’s ERP/MRP system, and create or update Supplier Information within the Supplier Portal. An email is sent back to the Service Receiver acknowledging the updates.
				•    The Service Provider’s Supplier Portal will receive Purchase Order Register, Change and Cancel messages from the Service Receiver’s ERP/MRP system, to create or change Purchase Order information within the Supplier Portal. The Service Provider’s Supplier Portal sends an email notification to the designated Service Receiver’s Supplier. •   The Service Provider’s Portal will allow the Service Receiver’s Suppliers to acknowledge the Orders on the Supplier Portal, and will send Order Response messages to the Service Receiver’s ERP/MRP system.
				•    The Service Provider’s Portal will receive Order Acknowledgement messages from the Service Receiver’s ERP/MRP system, and update and reflect this on the Supplier Portal.
				•    The Service Provider’s Supplier Portal allows the Receiver’s Suppliers to create and update Dispatch Advice information in the Supplier Portal, the Supplier Portal sends Dispatch Advice messages to the Service Receiver’s ERP/MRP system. The Supplier Portal, for Bookings with ‘No Invoice Control’, will generate a PDF report file, and print it to a designated default printer at the Service Receiver’s Supplier’s Forwarder. In

2

								Minimum Service
						BAU Transaction		Period
Service #		Service Name		Description of Service		Volume		(in mo.)		Service Charge
				addition, the Supplier Portal will, once a Supplier has created a shipment and dispatched it, create a packing information (Flag/Label) PDF report and print it on the designated default printer that the Supplier has set up within the Supplier Portal.
				•    The Service Provider’s Supplier Portal will receive Goods Received messages and create and update this information in the Supplier Portal.
				•    The Service Provider’s Supplier Portal allows the Service Receiver’s Supplier to create and update an Invoice within the Service Provider’s Supplier Portal, the Supplier Portal transmitts the Invoice to the Service Receiver’s ERP/MRP system.
				•    When the Service Provider’s Supplier Portal identifies a corrupt message or one with invalid or bad data, the Service Provider’s Supplier Portal will generate and send an email to the designated Service Receiver contact. The Service Receiver determines how best to correct the invalid message.		1,700 emails Monthly
				•    Access to Supplier Portal Application — Service Provider will provide access to application for authorized Service Receiver Suppliers and staff per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts.
				•    Supplier Portal Support & Maintenance — Service Provider will monitor incident resolution requests from the Service Receiver’s Superusers and Staff, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.		150 Incidents Annually
				•    Supplier Portal Database Support — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution

3

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

4

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
IT-Supplier Portal-03		Supplier Portal Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•    Support of data extraction requests from the Service Receiver
				•    Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details
IT-Supplier Portal-04		Supplier Portal Training		Service Provider will provide the following education and training services:		Time and Materials Based on Additional Pricing Section
				•    Provide training and education to the Service Receiver’s staff to enhance their capability to stand alone and manage a Portal
IT-Supplier Portal-05		Supplier Portal Knowledge Transfer		Service Provider will provide the following knowledge transfer services:		Time and Materials Based on Additional Pricing Section
				•    Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Supplier Portal Application and related interfaces

Supplemental Services

For requests for supplemental services relating to Supplier Portal Applications by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing

5

operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Emmaboda, Sweden to ITT co. global locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A, within the Service Receiver’s systems and applications.
	•		If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		The Service Receiver will continue to utilize and have available a Supplier Portal Superuser (senior buyer and business expert) to provide first line support for the Supplier Portal.
	•		The Service Receiver’s Staff will need to have the Citrix client installed on their PC devices.
	•		The Service Receiver’s must have one of the following ERP/MRP systems active in order to utilize the Service Provider’s Supplier Portal: Business Planning and Control System (BPCS), Planning Resource Management System (PRMS) or IDMS B&G systems.
	•		Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

6

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Xylem Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The Service Provider will provide support services during Swedish Office Hours, Monday through Thursday from 7:30am to 4:30pm, and on Friday from 7:30am to 1:30pm Swedish time. Incidents logged after Swedish Office Hours will be addressed on the start of the next support day.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

7

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

8

ATTACHMENT A

						Destination
Message Name		Business Purpose		Source System		System
Supplier		Service Receiver Creates and Maintain Supplier data in the Supplier Portal		Service Receiver MRP/ERP		Supplier Portal
Orders		Service Receiver submits Purchase Orders to their Suppliers, via the Supplier Portal		Service Receiver MRP/ERP		Supplier Portal
Order Response		Supplier communicates to Service Receiver that the Order has been acknowledged		Supplier Portal		Service Receiver MRP/ERP
Order Response Acknowledgement		Service Provide communicates to their Supplier that the Service Provider acknowledges the Response from their Supplier		Service Receiver MRP/ERP		Supplier Portal
Dispatch advice		Supplier communicates to the Service Receiver when the Purchase Order has been fulfilled, manufactured and/or Packed. Supplier communicates to the Service Receiver Pickup Orders, Ship Dates, and VMI Goods collection notifications		Supplier Portal		Service Receiver ERP/MRP
Good Received		Service Receiver communicates to their Supplier that the Shipment has been received		Service Receiver ERP/MRP		Supplier Portal
Invoice		Supplier communicates to the Service Receiver a Invoice for payment		Supplier Portal		Service Receiver ERP/MRP

9

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

     Requested Service Change:

								Already agreed to
		Service Description						with Service
Item Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

     Outcome:

		Outcome
Item Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

10

SCHEDULE BA6
SERVICES TSA ANNEX FOR
AXMINSTER

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to the following service owners:

Name		Title		Phone		e-mail
Service Provider Lowara UK Ltd. Xxxxxx Xxxxx		General Manager		x00(0) 0000 000000		Xxxxxx.Xxxxx@xxxxxxxx.xxx
Service Recipient ITT Industries Ltd. Xxxx Xxxxxx		General Manager		x00(0) 0000 000000		Xxxx.Xxxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

1.		Service Provider:     Lowara UK Ltd.
2.		Service Recipient:     ITT Industries Ltd.

GENERAL SERVICE DESCRIPTION

1.		Pump Testing Services
2.		Information Technology Services
3.		Finance Support Services

TERM AND OPTION

1.		24 months — Commencing on the date of the separation into 3 companies
2.		Service Recipient will have the option to terminate this agreement at any time after the 1st 12 months with 6 months advance written notice to the Service Provider.

1

SERVICES TO BE PROVIDED

1. Pump Testing Services

	a.		ITT personnel shall follow Lowara’s written pump test procedures when conducting tests.
	b.		ITT personnel who will use the test area must regularly attend an induction course on Lowara’s environmental, safety & health (ESH) procedures.
	c.		Only the ITT personnel who have been trained in these regular ESH induction courses shall be eligible to carry out pump tests.
	d.		All ITT personnel and items/pumps that will use the test area must be logged into and out of the Lowara facility in accordance with Lowara’s entrance and exit policies for non Lowara personnel.
	e.		Service recipient shall carry out a risk assessment in accordance with service provider’s on each occasion that recipient utilizes the test area.
	f.		The test area must be left in the same condition post testing as it was prior to the testing.
	g.		Lowara personnel working near the test area will not oversee or assist in the pump testing.

2. Information Technology Services.

Primary IT support for ITT will come from the ITT IT organization which will have a representative in Basingstoke. In addition, the ITT Technical Assistance Center (TAC) resources (telephonic) will also be available to ITT. If emergency local support is required for ITT personnel at the Axminster site, Lowara may provide assistance under the terms of the “Reasonable Cooperation” clause found in the Master Services Agreement.

The procedure for ITT to engage local support from Lowara shall be to contact the ITT IT resource in Basingstoke or the ITT TAC. The Basingstoke representative or the ITT TAC will then contact Lowara’s IT resource center in order to request this assistance. On-site assistance will be provided if local resources are available. The hourly charge for this support shall be Cost plus 2% - 10% as described below in the “Pricing & Payment Terms” section of this document.

3. Finance Services

ITT may require assistance from the Lowara, UK and/or the Montecchio, Italy Finance department which will be available to provide additional training on the BPCS system. In the event that ITT encounters issues, the Lowara finance dept will have the support of the RCW Lowara IT resources in Axminster, UK and Montecchio, Italy to provide troubleshooting and support to the ITT BPCS group.

2

LOCATIONS

1. Lowara facility located at the following address:

Lowara UK Ltd.
Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx

PREREQUISITES/DEPENDENCIES

1.		Real Estate Sublease is in effect.
2.		Service Recipient will follow all of Service Provider’s Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipient’s use of the pump testing facilities.
3.		Service Recipient’s customers will be granted access to the test facility along with Service Recipient’s representatives for a customer witnessed pump test.
4.		Service recipient is precluded from hiring Service Provider’s employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated.
5.		In the event of 3rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United Kingdom
2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in the United Kingdom
3.		VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient

3

BILLING LOCATION

Lowara UK Ltd. Xxxxxxx Xxxx Xxxxxxxxxx Xxxxxx Xxxxxxxxx XX00 0XX, Xxxxxx Xxxxxxx

SERVICE LEVEL

1. Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment.

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above.

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
N/A		None required		See Term and Option above

PRICING & PAYMENT TERMS

1. The hourly fixed charge for use of the pump testing area shall be Cost plus 2% - 10% per hour for the term of this agreement — payable in British Pounds. The Cost plus 2% - 10% per hour rate is subject to increase up to 6.0% per year if Service Provider deems this necessary to support the testing needs of the Service Recipient.

4

2.		The hourly fixed charge for Information Technology services and Finance Support services will be Cost plus 2% - 10% per hour for the term of this agreement — Payable in British Pounds.
3.		The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%.
4.		Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, the number of hours spent providing the service, and the description of the product that was tested where applicable.
5.		There will be no additional backup attached to these invoices.
6.		Invoice payment terms are net 30 days from invoice date.
7.		During the term of this TSA Schedule, no additional 2%, 10% or 4.5% increase in the pricing as set forth above should be applied pursuant to Section 2(a)(i) of the Agreement.

5

SCHEDULE BA7
TEST AND PAINT SERVICES TSA IN
NANJING

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact ITT Nanjing Co, Ltd (Xylem Nanjing) Xxxxxx Xxxx		General Manager ITT Nanjing Co., Ltd. (Xylem Nanjing) Longyang Road, Luhe Economic Xxxxxxxxxxx Xxxx, Xxxx Xxxxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxx		x00 00 0000 0000		Xxxxxx.xxxx@xxxxxxxx.xxx
Service Recipient’s Contact IP China/Shanghai Goulds Pumps Xxxxxx Xxxx		General Manager, IP China ITT (China) Investment Company Limited 00X Xxxxx X, Xxxx Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxx Xxxxxxxx 000000		x00 00 00000000 x0000		Xxxxxx.Xxxx@xxx.xxx

PARTIES TO THE AGREEMENT

	1.		Service Provider — ITT Nanjing Co., Ltd (Xylem Nanjing)
	2.		Service Recipient — IP China / Shanghai Goulds Pump

1

GENERAL SERVICE DESCRIPTION

Service Provider to provide pump testing and pump painting services to Service Recipient.

Pumping testing and pump painting; Agreement to last until October 31, 2013

Testing service for VIT pumps and other pumps; Painting service for all pumps

TERM AND OPTION

	1.		Maximum Service Period — 24 months — Commencing on the Distribution date.
	2.		The Hourly rates are set forth below under Pricing & Payment Terms. There is an escalation in price after the 1st 12 months, as set forth in the pricing terms.
	3.		Service Recipient will have the option to terminate this agreement, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1st 12 months with 1 month advance written notice to the Service Provider
	4.		This agreement cannot be extended beyond the term of 24 months.

SERVICES TO BE PROVIDED

1. Testing of IP China / SGP products

	a.		Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products
	b.		Service Provider also provides tools, equipment and personnel to fully validate a product as required by Service Recipient.
	c.		Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents
	d.		Service Provider provides full report(s) on the results of the test and performance of the products
	e.		Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient
	f.		Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Service Recipient
	g.		Service Recipient or its agents or its customers will have access to the control room in order to witness the test.
	h.		Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products

2. Painting of IP China / SGP products

	a.		Service Provider provides paint services to Service Recipient utilizing existing paint booths at the Nanjing factory
	b.		Service Provider provides paint services according to Service Recipient requirements as agreed in the individual orders placed by Service Recipient

2

	c.		Service Provider personnel will take control of the products at the loading dock and transfer the products to the paint booth, prep the products properly before installing them in the paint booth, fully paint the products, remove the products from the paint booth and package them and return as required by Service Recipient
	d.		Service Recipient or its agents will have access to the products before and after the painting process in order to witness and accept the painted product.

	3.		Service Provider and Service Recipient agree on lead-times for testing and painting of each product at the time of placing of the order. Service Provider will make reasonable efforts to comply with the agreed lead-time and will communicate with the Service Recipient if there are any delays in fulfilling the order.
	4.		For any possible later delivery, the Service Provider shall notify IP in advance and both parties shall agree on an Extended Schedule for such delivery. If the delivery is still not made according to the Extended Schedule, the Service Provider shall pay $50/day as later delivery penalty, but not exceed the total test value.

LOCATIONS

Service Provider factory is located at the following address:

Longyang Road, Luhe Economic Development Area, Luhe District, Nanjing, Jiangsu Province, China

TAX STATUS

	1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in China
	2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in China

3

PREREQUISITES/DEPENDENCIES

1. After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US$ Cost plus 2% - 10%
	b.		Professional — US$ Cost plus 2% - 10%
	c.		Management — US$ Cost plus 2% - 10%

2.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.
3.		In the event of 3rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Chinese Law.

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

Service Provider — Xxx Xxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000

Service Recipient — Xxxxxx Xxxxxxx
0000 Xxxxxxxxxxx Xxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000

4

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service

PRICING & PAYMENT TERMS

1. The hourly fixed charge for testing services provided under this TSA

	a.		Specified by model as described in the attached table
	b.		The hourly rate has an escalation as described in the table

2. The hourly fixed charge for painting services provided under this TSA

	a.		Specified by model as described in the attached table
	b.		The hourly rate has an escalation as described in the table

3.		Refer to the attached MS-Excel pricing document for the pricing details
4.		All Invoices are payable in Chinese Yuan (RMB).
5.		Invoices will be prepared monthly and mailed to the service recipient via email or regular mail.
6.		The 1st invoice will be dated on the last day of the financial closing in November 2011
7.		Invoice payment terms are net 30 days from invoice date.
8.		Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient don’t use any testing services in any given month, Service Provider doesn’t have to provide an invoice.

5

Performance test routing time for IP products

Need

hoisting

Final

machine

Final TSA

TSA

Final TSA

TSA

TSA

outside, 1

TSA Rate

TSA

Price

TSA Rate

Testing

Price

TSA Rate

Testing

Price

work day

Total time

2011

Testing

S&H

(USD)

2012

Price

S&H

(USD)

2013

Price

S&H

(USD)

Model

per unit

(Hr.s)

(USD/hr)

Price (USD)

Rate

2011

(USD/hr)

(USD)

Rate

2012

(USD/hr)

(USD)

Rate

2012

No

1.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

No

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

No

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

No

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

No

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

No

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

2.07

NO

4.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

No

4.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

yes, when the length from bowl bottom to up discharge head is over 5.5m

7.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Note:

l.		Hydro-test by IP supplier and seal test by IP operators so the list
2.		The test cost is only for performance test not including noise .
3.		Special flushing pipe of outside should be assembled by IP
4.		For big VIT pumps, need large equipment and needs outsourcing. To be considered case by case

6

Painting routing time for IP products

Painting Time

TSA Rate 2011

TSA Painting

TSA Rate 2012

TSA Painting

TSA Rate 2012

TSA Painting

Model

(Hr.s)

(USD/hr)

Price (USD)

(USD/hr)

Price (USD)

(USD/hr)

Price(USD)

0.6

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.7

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.7

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.9

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.2

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.7

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.9

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.2

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.5

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

1.2

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.6

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

4

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

4.5

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

7

SCHEDULE BA8
SERVICES TSA SCHEDULE FOR
CHIHUAHUA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider Xxxx Xxxxx		VP Director Global Operations		(000) 000 0000		Xxxx.xxxxx@xxxxxxxx.xxx
Service Recipient Xxxx Xxxxxx		Valencia Director of Operations		(000) 000 0000		Xxxx.xxxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

1.		Service Provider — Flow Control LLC
2.		Service Recipient — Aerospace Controls LLC

GENERAL SERVICE DESCRIPTION

1.		Pass through of American Industries shelter plan expenses
2.		IT Services
3.		Environmental Health and Safety Services

TERM AND OPTION

1.		Minimum Service Period — 6 months — Commencing on the Distribution Date
2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Chihuahua (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a)(i) of the Agreement.
3.		Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement with 1 months advance written notice to the Service Provider

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SERVICES TO BE PROVIDED

1. Pass through of American Industries (the Shelter Plan Company) expenses including but not limited to the following;

	a.		Manage relationships with all Mexico government agencies
	b.		Human Resources

	i.		Recruit, selection and hiring of required personnel
	ii.		Labor administration

	1.		Employee contracts
	2.		Employee badge administration
	3.		Compensation package
	4.		Promotion policies & employee transfers
	5.		Maintain employee records
	6.		Employee conflict resolution
	7.		Manage relationship with Labor Board
	8.		Instruct personnel supervisors
	9.		Develop and manage collective work agreement
	10.		Ensure compliance with labor laws
	11.		Negotiate with labor union
	12.		Xpat support and administration

	iii.		Conduct required personnel training
	iv.		Payroll Services

	1.		Collect weekly payroll and timekeeping data
	2.		Gather supervisor approvals
	3.		Process payroll
	4.		Input of new hires into payroll system
	5.		Process employee terminations
	6.		Manage savings fund program
	7.		Administer food coupons
	8.		Make required payroll tax payments
	9.		Provide cost per hour reports on line
	10.		Timely payments to employees
	11.		Maintain payroll and HR software

v. Employee retention programs

1. Administer all employee retention programs (cafeteria, social security, medical, loans, day care etc)

vi. Infirmary Coordination

	1.		Manage dispensary services
	2.		Manage disability cases
	3.		Maintain medical records
	4.		Inspect cafeteria services

vii. General Services

1. Hire and manage cafeteria services

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	2.		Hire and manage transportation services
	3.		Control access to facility through time and attendance system
	4.		Address maintenance and cleanliness concerns
	5.		Address any employee related issues with government agencies

c. Procurement, Accounting and Fiscal

	i.		Payment of all required Mexico corporate taxes
	ii.		Payment of all required payroll taxes
	iii.		Calculation and administration of employee profit sharing program
	iv.		Maintain fixed asset records
	v.		Process accounts payables (MR0) invoices on a timely basis and pay suppliers
	vi.		Obtain bids and proposals from suppliers and evaluate in a timely manner
	vii.		Manage vendor relationships viii. Issue Purchase Orders to suppliers ix. Track open purchase orders
	x.		Obtain required invoice approvals
	xi.		Code vendor invoices to proper account numbers
	xii.		Process and administrate employee travel expenses
	xiii.		Provide budget and actual spending reports
	xiv.		Maintain relationship with banks and bank account administration
	xv.		Prepare Shelter plan invoices that are sent to the service provider and pro rate expenses if necessary between the service provider and the service recipient
	xvi.		Resolve issues with government auditors
	xvii.		Keep required backup for statutory and audit purposes
	xviii.		Prepare required statutory financial statements and file on a timely basis
	xix.		Maintain general ledger software

d. Freight forwarding activities

i. Southbound

	1.		Receive and unload goods in port of entry
	2.		Verify identification data
	3.		Prepare wrap and weigh pallets
	4.		Forward documentation to Mexico customs broker
	5.		Prepare detailed reports on quantity of bundles on each truck
	6.		Ensure efficient customs clearance

ii. Northbound

1. Coordinate with service recipient for disposal of waste material returned from Mexico

e. Import and Export

i-Exports

	1.		Process pro forma invoice, packing list, pedimento
	2.		Review above for accuracy
	3.		Dispatch truck
	4.		Traffic (Follow of the truck)
	5.		Invoice review for carriers and Customs brokerage
	6.		Payment requisitions for services

ii-Imports

	1.		Review list of goods
	2.		Classify merchandise

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	3.		Coordinate with counterpart broker
	4.		Process pro forma invoice, packing list, pedimento
	5.		Review above for accuracy
	6.		Dispatch truck

iii. Other Shipments (Valencia)

	1.		Review list of goods
	2.		Classify merchandise
	3.		Input parts and data to SOE system
	4.		Coordinate with counterpart broker
	5.		Process pro forma invoice, packing list, pedimento
	6.		Review above for accuracy
	7.		Dispatch truck

iv. Virtual imports exports

	1.		Review list of goods
	2.		Classify merchandise
	3.		Input parts and data to SOE system
	4.		Coordinate with counterpart broker
	5.		Process pro forma invoice, packing list, pedimento
	6.		Review above for accuracy
	7.		Dispatch truck

	v.		In cases of customs inspection, coordinate with inspector for clearance of goods
	vi.		Tracking of open and close Pedimentos
	vii.		Process complimentary Pedimentos to pay duties
	viii.		Prepare paperwork required to comply with Anexo 24
	ix.		Import / export record keeping
	b.		Provide support for classification of merchandise for US & Mexico customs purposes
	c.		Review import export shipment information for accuracy
	d.		Coordinate shipments and carriers to Service Recipient factories/customers in Mexico
	e.		Coordinate virtual import/exports

	i.		Coordinate with counterpart broker
	ii.		Review documentation for accuracy
	iii.		Agree with data to be submitted

	f.		Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods
	g.		Record keeping
	i.		Ensure customs related documents are filed on a timely basis
	ii.		Assure easy access to customs documentation when needed
	h.		Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos
	i.		Ensure Mexican Pedimento duties are paid on a timely basis
	j.		Maintain relationship with the Mexico Secretary of the Economy. Provide information as required.
	k.		Insure timely compliance with Anexo 24

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	l.		Completion and filing of annual report of Foreign Business Transactions
	m.		Process and file amendment applications for the Maquila Program
	n.		Provide information to the tax authorities as required or requested
	o.		Support D&T audits of customs activities

	i.		Attend meetings
	ii.		Provide information
	iii.		Maintain control over audits
	p.		Support customs audits
	i.		Attend meetings
	ii.		Provide information & review audit findings and comments

Note: For a complete list of pass through services to be provided by the service provider to the service recipient please refer to the service provider’s contract with the Shelter Plan Provider- Scope of Shelter Services section of the contract

2. IT Services

a. Technical on site support for PC’s, software and services as requested by Service Recipient

3. Environment Health and Safety Services (EH&S)

	a.		Water Management services
	b.		Reporting to government agencies in a timely and accurate manner
	c.		Obtain required permits
	d.		Chemical handling process
	e.		Sale of scrap handling
	f.		Ensure compliance with statutory legislation

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LOCATIONS

1. Flow Control Chihuahua Mexico facility located at the following address;

Xx. Xxxxxxxxxx # 0000, Xxxxxxxx 0
Xxxxxx Industrial las Americas
C.P. 31114
Xxxxxxxxx, Xxxxxxxxx. Xxxxxx 00000

PREREQUISITES/DEPENDENCIES

1.		The service provider will enter into a new shelter plan agreement with American Industries (the Shelter Plan Company) prior to the Distribution Date
2.		Service Recipient will sign all required EHS filings, permits etc. NO POA will be provided to the Service Provider
3.		Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated.
4.		At the expiration of this agreement, the Service Provider may hire any of the Service Recipient’s shelter plan (American Industries) employees, if it chooses to do so.
5.		The Service Provider’s IT department will be allowed access to service recipient’s designated areas as per the floor plan that forms a part of the Chihuahua facility rental TSA for purposes of providing the services that are included in this agreement. The Service Provider’s IT department will have the right to access the Service Recipient’s IT data in order to provide the services that are included in this agreement
6.		To the extent that the Shelter Plan Company does not fulfill its obligations to the service provider under the terms of its agreement with the service provider, the service provider will have a reasonable period of time to prepare and to implement an alternative action plan to provide the services as described in this TSA. Both parties will make good faith efforts to cooperate with each other in the foregoing process and will mutually agree on the alternative approach with regard to the provision of services, due to the nonperformance of the Shelter Plan Company. The failure of the Shelter Plan Company to fulfill its obligations will not excuse the service provider from providing the services that are being passed through to the service recipient under the terms of this TSA.
7.		Service recipient agrees to continue to pay any pass through expenses as per the Services To be Provided — Item 1 section of this agreement that may be presented for payment by the service provider after this agreement is terminated due to logistical or other issues, provided appropriate backup documentation is sent with the service provider invoice
8.		To the extent that the Service Provider or the Shelter Plan Company terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United States
2.		Service Recipient — Payments made under the terms of this agreement will be tax

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     deductible in the United States

BILLING LOCATION

1. Flow Control LLC — Glouchester, Mass.USA

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1.		Service Provider — Xxx Xxxxx
		0000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000
		Xxxxx Xxxxxx, XX 00000

2.		Service Recipient — Xxxx Xxxxxx
		00000 Xxxxxxxx Xxxxx
		Xxxxxxxx, Xx. 00000

NOTICE REQUIREMENTS

				Prior Notice Requirement to
No.		Third Party Provider		Terminate Service
		American Industries		See Term and Option above

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PRICING & PAYMENT TERMS

1. American Industries (the Shelter Plan Company) pass through expenses

	a.		Service Provider will invoice Service Recipient once a month immediately following receipt of invoices from the Shelter Plan Company and obtaining timely invoice approval from both the service provider and service recipient Mexico General Mangers. The monthly invoice from the service provider will be accompanied by all of the Shelter Plan Company invoices as substantiation for the invoice. All invoices will be payable in US Dollars.
	b.		There will be no changes to proration percentages used by the Shelter Plan Company to allocate pass through expenses between the service provider and service recipient during term of this agreement. The proration percentages used by the Shelter Plan Company immediately prior to the Distribution Date will be used for the term of this agreement.
	c.		The Service Recipient’s Mexico General Manager agrees that invoice approval must be completed within 5 days of receipt of the invoices from the Service Provider or reasons for non approval disclosed to the Service Provider.

2.		IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Provider’s cost and required labor will be charged at a rate of Cost plus 2% - 10% per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges
3.		EH&S Services, as defined in this agreement, will be charged on a time and materials basis. Materials (example — permit fees) will be charged at Service Provider’s cost and required labor will be charged at a rate of Cost plus 2% - 10% per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges
4.		Invoices as per items 1-3 above and the associated backup will be physically mailed in one package once a month by the service provider to the service recipient.
5.		There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges
6.		Sales taxes will be charged if required by USA state law
7.		Invoice payment terms are net 30 days from invoice date.
8.		Payments over 10 days late will be charged interest at a rate of 10% per annum
9.		Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient which occur after this agreement has been terminated will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation.

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SCHEDULE BA9
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s
Contact
Xylem Inc.
Xxx Xxxxxx		TSA Manager		( 000) 000-0000		Xxx.Xxxxxx@xxxxxxxx.xxx
Xxxxx Xxxxx		Director, FSS		(000) 000-0000		Xxxxx.xxxxx@xxxxxxxx.xxx
Service Receiver’s
Contact
ITT Corporation
Xxxxx Xxxxxx		TSA Manager		(000) 000-0000		Xxxxx.xxxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: Xylem Inc.

Service Receiver: ITT Corporation

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and other similar services in various areas including, but not limited to finance, tax, accounting,

1

insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Annex A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through April 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world.

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The xxxx will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

Notices and bills to the Service Provider should be sent to:

Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx

Notices and bills to the Service Receiver should be sent to:

ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013. There shall be no make whole fee due under Section 11 of the Agreement upon early termination of this TSA.

Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour

* Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Annex A will be as set forth in Annex A unless no pricing is provided in which case if services are provided on an hourly basis the rates above will apply.

Annex A

Annex A-1

Employee, Month and				Approx
Approx Percent of Time		Description of Service and Prerequisites		Hours*				Hourly Rate
		System Access Required: Infinium G/L & HFM
November, 2011 (50%)		Oversee Staff Activities for October month end close			80			$	Cost plus 2% - 10%
		Perform / Review Month End Analysis
		Perform / Review Journal Entries
		Perform / Review Account Reconciliations
		Oversee HQ Domestic Intercompany Clearing Process
		Coordinate & Reconcile HQ Legal Org. Entries
		Assist with D&T Audit Requests
		Assist with E&Y Opening Balance Sheet Adjustment Requests
December, 2011(25%)		Oversee HQ Domestic Intercompany Clearing Process			50			$	Cost plus 2% - 10%
		Coordinate & Reconcile HQ Legal Org. Entries
		Assist with D&T Audit Requests
		Assist with E&Y Opening Balance Sheet Adjustment Requests
		System Access Required: Infinium G/L & HFM
November, 2011 (50%)		Perform Month End Analysis			80			$	Cost plus 2% - 10%
		Perform Journal Entries
		Perform Account Reconciliations
		Reconcile HQ Legal Org. Entries
		Assist with D&T Audit Requests
		Assist with E&Y Opening Balance Sheet Adjustment Requests
		System Access Required: Infinium G/L
November, 2011 (25%)		Perform Month End Analysis			40			$	Cost plus 2% - 10%
		Perform Journal Entries
		Perform Account Reconciliations
		Total			250

* Approx hours are a guideline. The employees will spend as much time as they are able supporting ITT so long as it does not unduly burden or interfere with Service Provider’s business and operations.

Annex A-2

Management Reporting (HFM/Planning) Post Separation Support Requirements

Following the separation of ITT into 3 companies, key management reporting resources will be required to provide post separation support and knowledge transfer between the NewCos. High level areas of support and knowledge transfer include:

•		Month-end close
•		Year-end close
•		New Year setup and rollforward
•		OpPlan, Forecast, and Budget
•		Metadata Management
•		Ledger Mapping
•		Break/Fix Support

Listed below are the key HFM and Planning resources whose post separation support will be required during the period 11/1/2011 through the 2012 March Close (approximately 4/20/2012).

										November												December												January												February												March												April
		Future
Resource		NewCo				Executive				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis
		ITTCo				No					n/a				48				48				n/a				48				24				n/a				48				24				n/a				36				12				n/a				36				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12
		Exelis				No					48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12				n/a
		ITTCo				No					n/a				48				0				n/a				24				0				n/a				24				0				n/a				12				0				n/a				12				0				n/a				12				0
		ITTCo				Yes					n/a				48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12

Service Provider Owners and Service Receiver Owners are set forth under “Service Owner” above

Annex A-3

HR Services in Australia

Service Provider: ITT Water & Wastewater Australia Limited

Service Provider Owner:
Xxxx Xxxxxx, Director Human Resources Asia Pacific
Xxxx 0, 0 Xxxxxxxx Xxxxx
Xxxxxxx Xxxxx XXX 0000
P: x00 0 0000 0000
F: x00 0 0000 0000
E: xxxx.xxxxxx@xxx.xxx

Service Receiver: ITT Corporation
Service Receiver Owner: Xxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
000-000-0000
Xxxxx.Xxxxxx@xxx.xxx

Description of Services

     Service Provider will continue to employ           (“Employee”) through December 31, 2011 (“end date”) , provided however, that nothing contained herein shall prevent Service Provider from terminating Employee’s employment “for cause” at Service Provider’s discretion. Service Provider will continue to provide similar services to Employee as provided during the 12 month period prior to the Distribution Date, including but not limited to paying and processing Employee’s payroll and providing the same set of benefits (medical, dental etc:).

     Service Receiver shall pay any and all costs associated with Employee’s employment, including but not limited to wages, benefits, leave liabilities and taxes. In the event of a termination of employment, Service Receiver shall pay all associated costs with such severance. Service Receiver acknowledges that at the end date, the employee’s employment will be terminated. This TSA may be terminated early by providing 5 business days prior notice. There shall be no penalty if Service Receiver exits this TSA earlier than the stated end date.

     Service Receiver hereby expressly agrees to indemnify Service Provider for any liabilities, damages, costs, expenses, settlement amounts, duties, or fines, including court costs and reasonable attorney fees, arising from Service Provider providing the services under this Annex A-3 to the Service Receiver; provided, however, that Service Provider shall not be entitled to be indemnified for any such liabilities, damages, costs, expenses, settlement amounts, duties, or fines, including court costs and reasonable attorney fees arising as a result of Service Provider’s negligence or willful misconduct in providing the services under this Annex A-3.

SCHEDULE BC1
UK BENEFITS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
Xxxxxxx Xxxx		UK Benefits Manager		44- 1256-311-801		xxxxxxx.xxxx@xxxxxxxx.xxx
Service Recipient’s Contact
Xxxxxxxx Xxxx		Senior Benefits Manager		(000) 000-0000		Xxxxxxxx.xxxx@xxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: Water Process Ltd

Service Receivers: collectively, ITT Defense, Ltd and EDO MBM Technology Ltd.

GENERAL SERVICE DESCRIPTION

Service Receivers have two business locations in England — Brighton and Basingstoke. Benefits for Service Receivers in England have been managed pre-spin by Service Provider based in Basingstoke. Service Receivers need assistance from Xxxxxxx Xxxx and/or Xxxxx Xxxxxxx (collectively, the “Experts”) on a time and materials basis to provide services similar to those provided to the Service Receivers during the 12 month period prior to October 1, 2011, including continuity of Benefits Administration, training and advice for 18 months (“Minimum Term”), but not longer than 24 months from the date hereof (“Maximum Term”).

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SCOPE OF SERVICES

The following services will be provided on a time and materials basis by the Experts.

	•		Completion of Harmonization of Benefits for Service Receivers’ Brighton location
	•		Launch Flexible Benefits Package for Service Receivers’ Brighton and Basingstoke locations including administration, communications, etc.
	•		Assistance in establishing Service Receivers’ policy for enrollment in Private Medical
	•		Assistance with establishing, implementing and administering a share incentive plan for the Service Receivers.
	•		Assistance with the administration and preparation for cessation of Service Receivers’ Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan)
	•		Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receivers, but not executing agreements on Service Receivers’ behalf.
	•		Facilitate the transition of the Benefits Vendor relationship to designated Service Receivers’ HR Benefits Manager
	•		Facilitate the transition of the daily benefit activities to the HR staff of both Service Receivers in Basingstoke, UK and Brighton, UK
	•		Provide guidance on applicable British Laws versus Benefits provided, but not legal advice.
	•		All communications initially prepared by the Experts to Service Receivers’ employees will be reviewed by the Service Receiver’s Sr. Manager of Benefits and Service Receivers’ Vice President, Human Resources, or such other person as may be designated by Service Receivers
	•		The Experts will provide employees designated by the Service Receivers with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately eight (8) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion.
	•		Such other services as the Experts have provided to ITT Corporation’s Defense business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority.

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LOCATIONS

Basingstoke, UK

Brighton, UK

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager will, at the request of the Service Receivers, provide similar services at an agreed to hourly rate, based on such benefit manager’s all in cost to the Service Provider (total compensation plus allocated overhead). However, if Service Receivers or an affiliate employ any of the Experts, this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver. In the event the Experts are no longer employed by Service Provider or no longer capable of providing services due to disability, and the Experts are not replaced by another benefits leader, this Schedule shall terminate with no further obligations of either party.

The Service Receivers’ human resources department shall cooperate with the Experts as the Experts provide service under this Schedule.

TAX STATUS

VAT will be charged as determined by the Service Provider

BILLING LOCATION

Service Provider will provide ITT Defense, Ltd. with an invoice to its address set forth above. The xxxx will cover all charges for services under this Schedule from Service Provider to both Service Receivers and, to the extent reasonably feasible, will be itemized between the two Service Receivers. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the British Pound amount per Expert.

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SERVICE LEVEL

To the extent necessary data is available after the date hereof, the Experts will provide the same service level to the Service Receiver as they provide to their employer.

NOTICE REQUIREMENTS

Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term if it wants to extend or terminate this Schedule, but such extension shall not be for longer than the Maximum Term. If notification is not received by the Service Provider, the service will terminate at the end of the Minimum Term. There shall be no make-whole fee in the event of an early termination under this Schedule.

Notices to the Service Provider should be sent to
Water Process Ltd, Jays Close,
Xxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx XX00 0XX
Attention: Xxxxxxx Xxxx

Notices to the Service Receiver should be sent to
ITT Defense, Ltd and EDO MBM Technology Ltd.
C/O Exelis Inc.
0000 X Xxxx Xx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxxx Xxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services.

The hourly rates below include a 4.5% increase each year for inflation and a 2% increase for a profit margin. In the event the service continues past the Minimum Term, the rate will increase by 8%

Service		Hourly Rate
Hourly Rate for Xx. Xxxx.		Cost plus 2% - 10% during 2011
		Cost plus 2% - 10% during 2012
		Cost plus 2% - 10% during 2013
Hourly Rate for Xx. Xxxxxxx		Cost plus 2% - 10% during 2011
		Cost plus 2% - 10% during 2012
		Cost plus 2% - 10% during 2013

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SCHEDULE BC2
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
Xylem Inc.
Xxx Xxxxxx		TSA Manager		(000) 000-0000		Xxx.Xxxxxx@xxxxxxxx.xxx
Xxxxx Xxxxx		Director, Financial Shared Services		(000) 000-0000		Xxxxx.xxxxx@xxxxxxxx.xxx
Service Receiver’s Contact
Exelis Inc.
Xxx Xxxxxx
		TSA Manager		(000) 000-0000		Xxx.xxxxxx@xxxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: Xylem Inc.

Service Receiver: Exelis Inc.

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and other similar services in various areas including, but not limited to finance, tax, accounting,

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insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Annex A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through April 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

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LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The xxxx will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

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NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

Notices and bills to the Service Provider should be sent to:

Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx

Notices and bills to the Service Receiver should be sent to:

Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013. There shall be no make whole fee due under Section 11 of the Agreement upon early termination of this TSA.

Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour

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* Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Annex A will be as set forth in Annex A unless no pricing is provided in which case if services are provided on an hourly basis the rates above will apply.

Annex A

Annex A-1

Management Reporting (HFM/Planning) Post Separation Support Requirements

Following the separation of ITT into 3 companies, key management reporting resources will be required to provide post separation support and knowledge transfer between the NewCos. High level areas of support and knowledge transfer include:

•		Month-end close
•		Year-end close
•		New Year setup and rollforward
•		OpPlan, Forecast, and Budget
•		Metadata Management
•		Ledger Mapping
•		Break/Fix Support

Listed below are the key HFM and Planning resources whose post separation support will be required during the period 11/1/2011 through the 2012 March Close (approximately 4/20/2012).

		Future								November												December												January												February												March												April
Resource		NewCo				Executive				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis
		ITTCo				No					n/a				48				48				n/a				48				24				n/a				48				24				n/a				36				12				n/a				36				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12
		Exelis				No					48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12				n/a
		ITTCo				No					n/a				48				0				n/a				24				0				n/a				24				0				n/a				12				0				n/a				12				0				n/a				12				0
		ITTCo				Yes					n/a				48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12

Service Provider Owners and Service Receiver Owners are set forth under “Service Owner” above

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Annex A-2

Payroll Post Separation Support Requirements

Following the separation of ITT into 3 companies, a key payroll resource of Xylem will be required to provide post separation support and knowledge transfer to Exelis. High level areas of support and knowledge transfer include:

	•		Month-end close
	•		Year-end close
	•		ADP year-end balancing and W2 generation

Listed below is the key payroll resource whose post separation support will be required as indicated during the period 11/1/2011 through the 2011 year end close (approximately 1/31/12).

Estimated hours per month* allocated to post-spin payroll support:

		Nov-11				Dec-11				Jan-12
			20				20				40

* Amount shown is an “up to” amount of hours, the actual required amount may be less.

Service receiver must provide written notice of requested schedule. Service provider will respond within 48 hours as to the availability which shall not duly be withheld.

Annex A-3 Assistance with Legal Proceedings

     Xxxxx Xxxxxxxx will provide assistance with certain legal proceedings involving Exelis.

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SCHEDULE BC3
SINGAPORE PERSONNEL SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
Xxxx Xxxxxx		HR Director Water and Wastewater Singapore		61 2 9832 6381		Xxxx.Xxxxxx@xxxxxxxx.xxx
Service Receiver’s Contact
Xxxxxxx Xxxxx		Geospacial Systems, HR Director		000 000 0000		Xxxxxxx.Xxxxx@xxxxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Provider: ITT Water and Wastewater Singapore PTE LTD

Service Receiver: Exelis Inc.

GENERAL SERVICE DESCRIPTION

ITT Water and Wastewater Singapore PTE LTD (“WWW”), entered into a Tenancy Agreement (the “Tenancy Agreement”), commencing on April 27^th 2011 with                      (“Landlord”) with respect to an apartment located at                                          (the “Premises”) for the benefit of employee              and his family (collectively, the “Tenants”) to be transferred to Service Receiver. The Service Receiver and Tenants desire to terminate the Tenancy Agreement effective as of November 20, 2011 (the “Termination Date”) pursuant to an agreement between the Service Provider and the Landlord (the “Buy-out Agreement”).

The negotiations of the Buy-out Agreement were led by the Service Receiver. Pursuant to the Buy-Out Agreement, the Service Provider agreed to pay the landlord a certain sum of money that would cover all known obligations of Service Provider to the Landlord (the “Buy-out Amount”). In addition, the Buy-out Agreement also provides that the Landlord is directed to pay the Deposit, as defined in the Tenancy Agreement, directly to the Service Receiver.

1

SCOPE OF SERVICES

Service Provider shall not do anything to disrupt or terminate the Tenancy Agreement prior to the Termination Date. Service Provider shall, within 30 days of receipt, deliver to the Service Receiver any and all amounts received from the Landlord with respect to the Premises.

Service Receiver shall indemnify and hold the Service Provider harmless for any and all actual costs or expenses incurred by Service Provider or paid by Service Provider to the Landlord in connection with the Premises, any remaining tax claims/issues associated with the sponsorship of           or any claims           may have with respect to his sponsorship by Service Provider or with respect to termination of his sponsorship by Service Provider. (the “Indemnified Amounts”). Service Receiver shall pay the Indemnified Amounts within 30 days of receipt of a notice describing the amount and reason Service Provider paid Landlord or any third party any amount in connection with the Premises. If such amount is greater than $5,000, Service Provider shall notify Service Receiver 5 business days in advance of such payment to the Landlord or third party in connection with the Premises and shall allow the Service Receiver to contest the payment or the claim. Service Receiver will be liable for any and all actual damages, costs or expenses incurred by Service Provider in the event Service Provider contests the payment or the claim.

LOCATIONS

Singapore

PREREQUISITES/DEPENDENCIES

None

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below.

NOTICE REQUIREMENTS

Notices under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to Service Provider:
Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxx

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If to Service Receiver
Exelis Inc.
0000 Xxxxxx Xxxx #0000
XxXxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxxxx

PRICING

Service Receiver shall pay all miscellaneous expenses (telephone, broadband, utilities) charged to and paid by Service Provider with respect to              and his family. Service Provider shall provide Service Receiver with an invoice detailing such amounts and Service Receiver shall pay such amounts within 30 days of the date of such invoice.

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SCHEDULE C

Service Provider: Exelis Inc.

Service Recipient: ITT Corporation and/or Xylem Inc.

Service to be Provided:

2

SCHEDULE CA1
GENERAL LEDGER ACCOUNTING
ITT HQ

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxx Xxxxxx		Accounting Manager		(000) 000-0000		xxxxx.xxxxxx@xxxxxxxxx.xxx
Exelis Inc.
Xxxxxxxxx Xxxxxxxxx		Manager of Corporate Accounting & Planning		(000) 000-0000		xxxxxxxxx.xxxxxxxxx@xxx.xxx
ITT Corporation

GENERAL SERVICE DESCRIPTION

Service Provider will perform General Ledger Accounting Services for ITT Corp Headquarters for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

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SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum

BAU

Service

Service

Transaction

Period

Service #

Name

Description of Service

Volume

(in mo.)

Service Charge

Provide General Ledger Accounting Services to ITT Corp Headquarters:

•   Balance and Post Payroll Journal Entries — The Service Provider will use the Completed Payroll Cycles from the Service Receiver to post the Journal on ITT Co. HQ ledger. This will occur three (3) business days after the payroll cycle completes.

155 Annually

•   Prepare Payroll Accrual Report — The Service Provider will receive a notification from Service Receiver to produce the Payroll Accrual Report in PDF format from Infinium for Service Receiver. The report will be completed one (1) business day after notification is received.

4 Annually

•   Prepare Journal Entries for Infinium Enterprise Application and Payroll Service Charges — The Service Provider will use the TSA Costs from Service Receiver to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

50 Annually

SS-GLHQ-01

General Ledger Accounting Services ITT Co. HQ

•   Prepare Journal Entries for Fringe — The Service Provider will use the Payroll Month End Close from Service Receiver to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

24 Annually

14

Cost plus 2% - 10% per month

•   Prepare Journal Entries for Environmental Reserve — The Service Provider will use the Payroll Month End Close from Service Receiver to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

12 Annually

•   Prepare Journal Entries for Medical Insurance and Investment Savings Plan — The Service Provider will use the interface files as documented in Attachment A to remit payment to Vendor and post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

68 Annually

•   Journalize ISP Surcharges — The Service Provider will use the interface files as documented in Attachment A to remit payment to Vendor and post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

52 Annually

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Minimum

BAU

Service

Service

Transaction

Period

Service #

Name

Description of Service

Volume

(in mo.)

Service Charge

•   Prepare Flexible Spending Account Report and Create Journal Entry — The Service Provider will use the Payroll Month End Close to post the Journal on ITT Co. HQ ledger and provide Service Receiver with the report. This will be completed 15 days after the calendar month.

12 Annually

•   Journalize CELCO Medical Premium Checks — The Service Provider will use a copy of Medical Checks related to retirees paying their premium from an internal business unit within Service Provider which in-turn receives the actual check from the retiree for Service Provider to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

12 Annually

•   Assist in Payroll Salaries Account Reconciliation — The Service Provider will use the “(Month, Year) Payroll Reconciliation” spreadsheet from Service Receiver to create queries to support general ledger account reconciliation. This will be completed one (1) business day after the request is received.

12 Annually

•   Liability Calculation for Short Term Disability — The Service Provider will use a query provided from an internal business unit within Service Provider to calculate the liability for short term disability and provide a report in spreadsheet format.

1 Annually

•   Prepare Clearing Journal Entries for Entities within ITT Co. — The Service Provider will use the final month end intercompany balances provided from an internal business unit within Service Provider to prepare the clearing journal entries for ITT Co. HQ ledger. This will be posted before the last day of fiscal month.

12 Annually

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented in this agreement

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Scenario		One-Time Setup Fees		Monthly Fees
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
SS-GLHQ-02		General Ledger Accounting Support Services ITT Co. HQ Migration		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•   Support of data extraction requests from the Service Receiver
				•   Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions
	SS-GLHQ-03			General Ledger Accounting ITT Co. HQ Knowledge Transfer			Service Provider will provide the following knowledge transfer services:		Time and Materials Based on Additional Pricing Section
							•   Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to this agreement

Supplemental Services

For requests for supplemental services relating to General Ledger Accounting by Service Receiver not mentioned in this Schedule or not included within the costs documented in this

4

agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA to White Plains, NY, USA.

PREREQUISITES/DEPENDENCIES

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver must actively be engaged on the Infinium Application TSA for the duration this agreement is in effect.
	•		Service Receiver must actively be engaged on the HR/Payroll/Benefits TSA for the duration this agreement is in effect.
	•		Service Receiver (ITT HQ) general ledger must be in the current reporting period in order for the Service Provider to complete the services documented within this agreement. Service Receiver and Service Provider will work together to ensure that the current period is open to process transaction(s).

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NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

6

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

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ATTACHMENT A

Journal Entry Type		Interface Name		Business Purpose		Vendor		Source		Frequency
Medical Insurance — MetLife		XPRGMSASUM		Report withholdings and premiums to the record keeper		XX XXXXXX CHASE		Infinium		Monthly
Medical Insurance — Health Savings Account (HSA)		XPYGHSAO		Report withholdings and premiums to the record keeper		Mellon		Infinium		Weekly
Investment Plan Savings (ISP) and ISP Surcharges		XRTDCD, XRTDC		Report withholdings and premiums to the record keeper		Xxxxx Fargo / ACS		Infinium		Weekly

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SCHEDULE CA2
HR/PAYROLL/BENEFITS

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, expect where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxxxx Exelis Inc.		TSA Manager		(000) 000-0000		xxx.xxxxxx@xxxxxxxxx.xxx
Xxxxx Xxxxxx ITT Corporation		Director, Shared Services		(000) 000-0000		xxxxx.xxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Payroll, Payroll Tax, HR, Garnishment and Benefit Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

SS-Payroll-01

Payroll Services

Provide payroll and tax configuration support required to support payroll services:

•     Income Codes —Service Provider will use the Income Request Form from the Service Receiver to update tax, garnishment, eligibility, pension, and 401K with the provided income codes. 5 business days prior notice are required to make the income code changes.

•     Deduction Codes —Service Provider will use the Deduction Request Form from the Service Receiver to update tax, Group Term Life (GTL), and other accumulator requirements with the provided deduction codes. 5 business days prior notice are required to make the deduction code changes.

•     Paid Time Off (PTO) Accrual Controls —Service Provider will use the PTO Policy document from the Service Receiver to accrual code and schedule setups requested by the Service Receiver. 10 business days prior notice are required to make the requested PTO Accrual Controls changes.

•     Federal/State/Local Tax Table —Service Provider will use the Notification of Federal/State/Local Tax Change provided by the Service Receiver to update the local tax setup within systems managed by Service Provider within 5 business days of the request.

100/month for all SS-Payroll-01

14

Cost plus 2% - 10% per month

•     Federal/State/Local Tax —Service Provider will use the Request for Level Control provided by automated systems to update the level control setup within systems managed by Service Provider within 5 business days of the request.

•     Employer Codes — Service Provider will use the Request for New Employer Codes from the Service Receiver to update employer codes in systems managed by Service Provider within 5 business days of the request.

•     User Defined Field — Service Provider will use the Request for User Defined Field provided by the Service Receiver to update the necessary fields within 5 business days of the request.

•     Level Control — Service Provider will use the Request for Level Control provided by the Service Receiver to update the level control setup within systems managed by Service Provider within 5 business days of the request.

•     Pay Cycle — Service Provider will use the Request Pay Cycle from the Service Receiver to setup the pay cycle with the pay calendar where applicable. 5 business days are

2

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

required to make the pay cycle changes. Pre-distribution date pay cycle configuration is defined in Attachment B.

•     Employer Group — Service Provider will use the Request for Employer Group provided by the Service Receiver to update the Employer Group within systems managed by Service Provider within 5 business days of the request.

•     Cycle Group — Service Provider will use the Request for Cycle Group provided by the Service Receiver to update the cycle group setup within systems managed by Service Provider within 5 business days of the request.

•     Payroll Authorization Group — Service Provider will use the Request for Payroll Authorization Group provided by the Service Receiver to update the Payroll Authorization Group setup within systems managed by Service Provider within 5 business days of the request.

•     Income Authorization Group — Service Provider will use the Request for Income Authorization Group provided by the Service Receiver to update the income authorization group setup within systems managed by Service Provider within 5 business days of the request.

•     Deduction Authorization Group — Service Provider will use the Request for Deduction Authorization Group provided by the Service Receiver to update the deduction authorization group setup within systems managed by Service Provider within 5 business days of the request.

•     Auto Pay Groups — Service Provider will use the Request for Auto Pay Groups provided by the Service Receiver to update the auto pay groups setup within systems managed by Service Provider within 5 business days of the request.

•     Labor/Income Cross Reference Table — Service Provider will use the Request for Labor/Income Cross Reference Table Maintenance provided by the Service Receiver to update the Labor/Income Cross Reference Table setup within systems managed by Service Provider within 5 business days of the request.

•     General Ledger Cross Reference Table — Service Provider will use the Request for General Ledger Cross Reference Table maintenance provided by the Service Receiver to update the general ledger cross reference table setup within systems managed by Service Provider within 5 business days of the request.

3

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services:

•     Garnishment Letter — Service Provider will use the Garnishment Notification to provide a garnishment letter to the garnishing agency during the latter of 7 days after notification and the next applicable payment cycle.

•     Garnishment Withholding — Service Provider will use the Garnishment Notification to adjust the employee garnishment deduction setup during the latter of 7 days after notification and the next applicable payment cycle.

New Transactions 200, Monthly Payments 700

•     Garnishment Payments — Service Provider will use the Garnishment Notification to update the garnishment payments to agency during the latter of 7 days after notification and the next applicable payment cycle..

•     Stop Garnishments — Service Provider will use the Garnishment Stop Notification to deactivate the employee garnishment deduction and process refund of any over-withholding during the latter of 7 days after notification and the next applicable payment cycle.

Provide employee maintenance support where appropriate to support payroll processing:

•     W-4 — Service Provider will use the W-4 Form from the Service Receiver to update employee W-4 information with the provided information. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the current payroll run.

•     Home/Work State Update — Service Provider will use the employee change request for home/work state maintenance from the Service Receiver to make requested updates. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the current payroll run.

600/month

•     Direct Deposit — Service Provider will use the Direct Deposit Form from the Service Receiver to update employee direct deposit information with the provided information. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the next payroll run.

4

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle.

30/month

Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle.

30/month

Provide ACS 401k Interface Processing required to support payroll processing:

•     Saving Plan Deferral & Loan — Service Provider will use the ACS ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

•     Saving Plan Deferral & Loan — Service Provider will use the ACS ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

•     ACS Error Report Review — Service Provider will review the ACS ISP Feedback File from the Service Receivers 3rd party provider to review any fallout which may have occurred. Upon fallout Service Provider will notify ACS to conduct maintenance to rectify documented fallouts.

10 Monthly Interfaces Files & Reports

•     ACS New Hire — Service Provider will use a report created from the ACS Interface File from the Service Receiver’s 3rd party to validate new hire processing. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested validation.

•     ACS ISEV — Service Provider will use the ACS ISEV Status Change from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

5

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide JPMorgan 401k Interface Processing required to support payroll processing

•     Saving Plan Deferral & Loan — Service Provider will use the XX Xxxxxx ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

•     Saving Plan Deferral & Loan — Service Provider will use the XX Xxxxxx ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

•     XX Xxxxxx Error Report Review — Service Provider will review the XX Xxxxxx ISP Feedback File from the Service Receivers 3rd party provider to review any errors which may have occurred. Upon fallout Service Provider will notify ACS to conduct maintenance to rectify documented fallouts.

10 Monthly Interfaces Files & Reports

•     XX Xxxxxx New Hire — Service Provider will use a report created from the XX Xxxxxx Interface File from the Service Receiver’s 3rd party to validate new hire processing. Service Receiver’s 3rd party must provide such information by Friday 5 pm EST or Thursday 5 pm EST if Friday is not a business day the week prior to requested validation.

•     XX Xxxxxx ISEV — Service Provider will use the XX Xxxxxx ISEV Status Change from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes.

Weekly Interface Files

Provide Xxxxx Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month.

Two Interface Files Per Month

6

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide Xxxx Xxxxxxx LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month.

Two Interface Files Per Month

Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9th of the month.

One Interface File Per Month

Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle.

Weekly Interface Files

Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month.

One Monthly Deferral Processing

Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month.

240 Batch Processing Runs

Complete nightly Infinium Benefit Deduction updates.

240 Batch Processing Runs

Provide payroll processing.

•     Automated Labor Upload — Service Provider will use the interface from the Service Receiver’s labor system and create the Infinium labor file for payroll processing. Labor Code to Infinium Income code cross reference file updated as required.

•     Labor Interface Validation — Service Provider will use the interface from the Service Receiver’s labor system to get totals. Service Provider will then match the Infinium and Service Receiver’s Labor System file. Should discrepancies exist, Service Provider will work with Service Receiver to resolve the issue.

240 Pay Processing Cycles

•     Payroll Cycle Processing — Service Provider will then create Employee Processing Cycle

7

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

File, listing of employees with pay, benefit, leave of absence and terminations. A review of employee changes will be conducted by Service Receiver and corrections made if applicable. Employee changes will be added to cycle validation routine for balancing. Delays in Service Receiver responsibilities will delay payroll processing. Service Provider will not be liable for such Service Receiver caused delays.

•     Close Upload Labor to Payroll Cycle — Service Provider will upload employee labor to payroll cycle.

•     Gross to Net Calculation — Once Infinium releases time sheet data Service Provider will produce the payroll trial balance.

•     Payroll Adjustments — Service Provider will update employee pay information and add adjustments to validation routine for balancing as required.

•     Print Trial Balance/Approve Payroll — Using the Infinium trial balance Service Provider will create a trial balance report to post payroll and print pay stubs. If Trial Balance does not balance or has errors it must be corrected via update checks and Trial Balance Reran until error free and balanced.

Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery.

570 Transactions Annually

Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment.

7000 Transactions Annually

Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider

325 Transactions Annually

Provide stock option manual payroll upon receipt of Xxxxx Xxxxxx stock transaction file using the daily interface from Service Provider

80 Transactions Annually

Provide restricted stock manual payroll upon receipt of Xxxxx Xxxxxx restricted stock transaction file using the daily interface from Service Provider

110 Transactions Annually

Provide quarterly tax dividend payment upon receipt of Xxxxx Xxxxxx dividend transaction file using the quarterly interface from Service Provider

440 Transactions Annually

Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider

140 Transactions Annually

8

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Process payment for unused PTO time upon receipt of notification from systems during year-end

1700 Transactions Annually

Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.]

850 Transactions Annually

Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle.

325 Transactions Annually

Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process.

350 Transactions Annually

Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process.

900 Transactions Annually

Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver.

200 Transactions Annually

Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process.

50 Transactions Annually

Service Provider will use commercially reasonable efforts to provide post-payroll

•     Print/Distribute Check, Vouchers, & Reports — Printed Checks and Vouchers sealed and prepared for shipping distribution per business units instructions.

250 Cycles Per Month

•     ACH Processing — ACH transmitted to clearing house using the Infinium ACH extraction process

9

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Bank Funding — Wire Transfer to cover payroll using the bank funding report option

•     Credit Union Processing — File Transmission to Credit Union using the Infinium direct deposit extract

•     Union Reporting — Union report transmitted using the Union employees and Union dues report

•     Canadian Bond Processing — Transmission of Canadian Bond File to Royal Bank of Canada using the Canadian bond extract

•     Positive Pay — Positive pay file transmitted to Xxxxx Fargo using the positive pay extract file

•     Direct Deposit Fund Pullback — Employee funds pulled back or error report with insufficient funds upon Service Receiver’s request to pull back employee direct deposit. Service Provider will use the Shared Service form submission to Xxxxx Fargo to pull back employee direct deposit. Insufficient funds notices are communicated to employees HR administrator for review of how to recover money

Provide Infinium month end close once a month rolling month totals, update monthly benefits (Xxxxx & Xxxx Xxxxxxx), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month.

20 Companies Per Month

Process Infinium quarter end close once a quarter rolling quarter totals, update quarterly limit

20 Companies Per Month

Provide Infinium year-end processing.

20 Companies Per Month

•     Wage & Tax Balancing — Using the wage Base Report balance Employee Earnings and Taxes

•     United Way Deduction — Infinium United Way Deduction Change for deduction codes 00800 & 0805 clearing the United Way deduction for the new year

•     401K Limit Update -Deduction limit updated with values for year

•     Year End Payroll Register — Use the Infinium Year End Payroll Register to archive historical payroll registers

•     Hartford-XX Xxxxxx Year End — Use the Infinium Save File to archive Hartford-XX Xxxxxx year end 401K values

•     ACS — Use the Infinium Save File to archive ACS year end 401K values

•     Infinium W2 Box Updates — Use the Infinium Income & Deduction Reporting Groups to make W2 Box Reporting Reports

•     Infinium ADP W2 Box Update — Use the ADP interface for W2 Reporting to create the ADP W2 Box Interface File

•     Local Tax Update — Use the notification from locality or Service Receiver to update the local tax table

10

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Transfers — Clear Q1 Information captured for tax & 401K Limit processing for use in the W2 tax report

•     Vinny 1st day report — Use the Infinium Day 1 Report for forecasting

•     Payroll Calendar — Use the Infinium Cycle Maintenance to create Service Receiver Payroll Calendars

•     W2 — Pension for Group Term Life (GTL) — Service Receiver provides files from ACS & Hartford and Service Provider updates Pensioner’s W2’s

•     Highly Compensated Employee Listing — Using an AS400 Query, employees meeting IRS Highly Compensated Listing are found and 401K providers updated with list of highly compensated employees

•     Executive Excess Saving Plan Employee Update — Service Receiver provides list of eligible employees for executive excess saving plan which Service Provider uses to update the Executive Excess Saving Plan Employee List provided for roll over into Excess Savings Plan

•     New Jersey Disability Year End Update — Using the New Jersey Final Disability Report; Service Provider will update the New Jersey year end payroll entries to record New Jersey final disability entries.

•     Infinium Year End Close — Year end close rolls year to day information to previous year and clear year-to-date dollars

•     ADP 4th Quarter & Year End Extract — Using the ADP Extract Program an ADP Year End Interface File is created

•     ADP — Balance Year — Using the ADP Year End Reports Year End Statutory Reports & W2 are output

•     W2C’s — Using the value center post year-end close entries to update the W2C

•     Amended Year End — Use the ADP Extract Program to amended statutory reporting

Provide US Tax Processing.

Registrations — 10 per month

•     ADP Company Profile Update — Use the ADP Tax Header Spreadsheet to update ADP tax reporting set up

•     ADP Code Mapping — Use the ADP Mapping Document to map ADP Tax Code to Infinium Tax Code

Interfaces — daily

•     Infinium ADP Deduction Table Maintenance — Use the Infinium ADP Tax Code file to output ADP Interface File including the new tax code

Tax Payments — Daily & Quarterly Per Requirements

•     ADP Daily Interface File — Use the ADP Infinium Payroll Tax Extract to create the ADP Receipt of Tax Payment Detail

Cobra Reporting — Quarterly

11

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Daily Tax Audit Report — Use the Query: ADP Tax Audit Report to validate ADP Daily Tax Interface File

Quarterly Reporting

•     ADP Daily Tax Funding — Use the ADP Invoice to create ADP Wire Payment

Tracer Transactions 20 Monthly

•     ADP Unemployment Rate Change — Use the ADP Tax Header Spreadsheet to calculate ADP - Unemployment Payments with New Rate

Amendments 10 Monthly

•     ADP Monthly Charges — Use the ADP Invoice to process ADP Payment

•     Xxxxxxx Monthly Charges — Use the Xxxxxxx Invoice to process Xxxxxxx Payment

•     ADP Quarterly Communication — Use the ADP Quarterly Updates to update the Quarterly Calendar Close Schedule

•     Cobra Quarterly Tax Credit Entry — Use the SHPS Cobra Detail summarized and entered into ADP Payroll Tax Input to update the 941 Cobra Credit

•     Quarterly Interface File — Use the ADP Infinium Quarterly Tax Extract to create the ADP Quarterly Tax Reporting File

•     ADP TAX Reconciliation — Use the Infinium Quarterly Tax Report to reconcile ADP Quarterly Tax Reports

•     Quarter Close & Statutory Reporting — Use Service Receiver approval to ADP for Quarterly Processing to make quarterly statutory payments and reporting

•     Quarterly Report Distribution ADP — Use the Quarterly Reports Posted to Web Site to distribute Statement of Deposits, 941Cobra Credit, State & Local Wage Detail

•     Quarterly Invoice Payments — Use ADP Invoice to make ADP Wire Payments

•     Quarterly Federal & State Tax Amendments — Use Quarterly Amendment Filing to amended reporting

•     Amendment Payment — Use the invoice to create ADP Wire Payment

•     Tracers — Use agency notices to conduct ADP research

•     Tracer Payments — ADP agency notice research to make payment of Agency Notices

•     Close Tax ID — Use ADP header to close company so no future reporting in ADP

•     Close Tax ID — Use the Agency notification of account closed to conduct final reconciliation

Provide Canadian Tax Processing.

•     Canadian Tax Withholding — Using Canadian Tax Deductions provided by Service Receiver input Service Provider will complete Employee/Employer Tax Withholding/Liability

Weekly Tax Payments

•     Canadian Tax Payments — Using Payroll Registers provided by Service Receiver, Service Provider will make Canadian Tax Payment

Anxxxxxx X0, X0X & RL Reporting

12

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Year End Pension Calculation — Using the Canadian Pension Plan Policy provided by Service Receiver, Service Provider will compute Pension Plan Calculation

•     RL1 & T4 Reporting — Using the Infinium Canadian Year End Process, Service Provider will complete T4 & RL1 Forms & XML Reporting

Provide Puerto Rico Tax Processing.

Weekly Tax Payments

•     Puerto Rico Tax Withholding — Using Tax Deductions Service Provider will calculate tax withholding for Service Receiver

•     Puerto Rico Tax Payments — Using Payroll Registers provided by Service Receiver, Service Provider will make Puerto Rico Tax Payments

Annual W2P & W3P Reporting

•     Puerto Rico Year End Reporting — Using W2 & W3 Reporting Service Provider will make Employee & Employer Year End Tax Reporting

Support the legal/regulatory audits documented below.

•     ACE — Worker Compensation Audit

•     Tax Audits

•     D&T Benefit Audit

•     SOX Audit

4 Audits/Month

•     Disaster Recovery

•     ACS — 401K Compliance Testing

•     XX Xxxxxx — 401K Compliance Testing

•     Data Mining — Payroll

•     Service Provider will run the custom queries documented in Attachment C once a month

Monthly

Provide Guam Tax Processing.

•     GUAM Tax Withholding — Using Tax Deductions provided by Service Receiver, Service Provider will calculate Tax withholding

•     GUAM Tax Payments — Using the payroll registers Service Provider will make GUAM tax payments

Annual W2G & W3G Reporting

•     GUAM Year End Reporting — Using W2 & W3 Reporting, Service Provider will make Employee & Employer Year End Tax Reporting

Infinium and HRSS Support/Communication for handling of Service Receiver questions:

HR-Benefits-02

Human Resources, Benefits, Training, & Compliance

•     Daily Service Receiver Issue Handling - Service Receiver users can make a phone call or send an email to ask questions related to employee data and/or transactional history stored in Infinium/HRSS; M-F 8-5pm EST except U.S. holidays;

•     Data Input Questions Covered in User Manual

201/month

14

Cost plus 2% - 10% per month

•     System Requirements-Upgrades/System Changes Maintenance (Federal/State/Local)

•     Infinium Canned Reports are available for the service receiver to access and review. Service Provider will be responsible for ensuring that reports required for legal or regulatory requirements run.

13

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Coordinate issue resolution as needed with IT, Payroll, SS Accounting, HQ Benefits and/or third party vendors.

•     Anything not covered above is considered a special request to be handled using on a Time & Materials basis as outlined in the Support Additional Pricing Section of this document.

Benefit Administration and Reporting Internal/External:

•     Weekly vendor file feed resolution to national carriers - Service Provider will accept phone or email from Service Receiver or external benefits provider and resubmit corrected file feed or corrected actual employee record based on request.

•     Salaried Pension Eligibility file feed questions from field Service Receiver HR staff will be triaged by Service Provider and assist Service Receiver in data correction.

327/month

•     Validation Reports from Health & Welfare and Pension - Service Provider will receive reports from 3rd party providers listing errors related to health & welfare data and Service Provider will assist Service Receiver HR field staff to make appropriate changes

Services for Service Receiver supervisors on payrolls that are not administered via the Fort Xxxxx Infinium System:

•     Service Provider will create and/or update Job/Position Codes upon request from the Service Receiver

•     Service Provider will add an international supervisor as a new hire upon request from the Service Receiver

•     Service Provider will attach an international supervisor to an Infinium Employee record upon request from the Service Receiver

•     Service Provider will add an international supervisors’ Concur ID to the appropriate record upon request from the Service Receiver

Services for Service Receiver Business Units and/or Infinium Companies that are not supported by local HR staff but administered by HRMS staff in Fort Xxxxx:

50/month

•     Service Provider will create and or update Job/Position Code upon request from the Service Receiver

•     Service Provider will enter new hires on personnel side as well as on payroll side upon request from the Service Receiver

•     Service Provider will enter salary changes/address changes/title changes/transfers/terminations upon request from the Service Receiver

•     Service Provider will perform annual merit increase uploads upon request from the Service Receiver

14

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Service Provider will communicate with Service Receiver HR contacts from other Service Receiver business units to coordinate both transferring in and out of employees upon request from the Service Receiver

•     Service Provider will enter payroll changes including withholding changes/benefit deductions and catch-ups upon request from the Service Receiver

•     Service Provider will enter benefit updates including urgent updates upon request from the Service Receiver Service Provider will make Address & Phone number changes upon request from the Service Receiver

•     Service Provider will make Benefit Changes due to qualifying event & Annual Open Enrollment upon request from the Service Receiver

•     Service Provider will make Annual Salary Merit Increases upon request from the Service Receiver

•     Service Provider will make Annual Reviews (if applicable) upon request from the Service Receiver

•     Service Provider will make inquiries relating to benefits and/or personnel information upon request from the Service Receiver

•     Service Provider will produce Infinium Canned Reports upon request from the Service Receiver

•     Year-end Standard Benefit Enrollment Copy to New Plan Year

•     Year-end Vendor Meetings for open enrollment file feeds

•     Data Input Questions Covered in User Manual

•     Support Special Year End File Feeds to National H&W Vendors

•     Standard Communication regarding Annual Enrollment & Year End Dates

•     Collaborate with Payroll, Finance and IT for Year End Closing Processes using all input from year’s changes and develop project plan to prepare system for enrollment and year-end processing. Project will then be started in July, and meetings with vendors conducted as needed depending on data from customers. ** Changing benefits providers in 2011 will be a special project using Time & Materials rates with specific notification on change.

Each item in this table will be completed once a year

HR-Benefits-03

Training

Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver.

1/month

14

Time and Materials

SS-Payroll Acct-04

Payroll Accounting

Provide Payroll Accounting services.

1972 annually

Cost plus 2% - 10% per month

•     Payroll Journals — Service Provider will use the payroll register summary from the Service Receiver to balance and post payroll journals for each payroll cycle for the Service Receiver

3060 annually

14

15

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Payroll Balance Sheet Accounts — Service Provider will use the payroll month end close document from the Service Receiver to reconcile the payroll balance sheet accounts for the Service Receiver

•     Employee Deductions — Service Provider will use completed payroll cycles document from Service Receiver to remit employee deductions for the Service Receiver

364 annually

•     Employee Benefits for ISP,401 (K) and Insurances — Service Provider will use completed payroll cycles document and payroll queries from Service Receiver to validate, reconcile and remit employee benefits for ISP, 401(k) and insurances for the Service Receiver

205 annually

•     ADP Payroll Taxes — Service Provider will use completed payroll cycles, payroll queries, and ADP invoices from the Service Receiver to validate, reconcile, and remit all Payroll Taxes to ADP

240 annually

•     Interface File Transmission - Service Provider will use completed payroll cycles and payroll queries from the Service Receiver to transmit interface files to 3rd party vendors on behalf of the Service Receiver

195 annually

•     Benefits Reporting — Service Provider will use the year end close information from the Service Receiver to provide annual reporting of benefits to the Service Receiver

10 annually

•     ADP Federal and State Taxes — Service Provider will use tax extract and file feed from ADP from Service Receiver to journalize ADP Federal and State Tax Activity for the Service Receiver

240 annually 5 annually

•     ADP Mid Year Conversions — Service Provider will use YTD tax amounts information from Service Receiver to perform ADP midyear conversions for the Service Receiver

•     Non-supported ADP — Service Provider will use completed payroll cycles information from Service Receiver to remit non-supported ADP taxes for the Service Receiver

12 annually

•     Control Files for 401(k) and ISP- Service Provider will use information from business units or HQs from the Service Receiver to maintain and control files for 401(k) and ISP for the Service Receiver

30 annually

•     Payroll Bank Account — Service Provider will use bank account statements from the Service Receiver to reconcile payroll bank accounts for the Service Receiver

24 annually

•     Unclaimed Payroll Property- Service Provider will use bank account statements from Service Receiver to manage unclaimed payroll property for the Service Receiver

200 annually

16

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•     Automated Bank Functions- Service Provider will use cleared bank files from the Service Receiver to process post cleared checks in the Infinium payroll

12 annually

•     Year to Date Analysis for 401k— The Service Provider will use the Year End Payroll Close from an internal business unit within the Service Provider to calculate 401k Year to Date totals for employee, employer, and loans and provide report by vendor to the Service Receiver.

3 annually

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

17

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include:
SS-Payroll-05		HR/Payroll/Benefits Migration		•     Support of data extraction requests from the Service Receiver
				•     Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions		Time and Materials Based on Additional Pricing Section
				Service Provider will provide the following knowledge transfer services:
SS-Payroll-06		HR/Payroll/Benefits Knowledge Transfer		•     Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to Payroll/HR/Benefit services		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to HR, Benefits and Payroll by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

18

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A.
	•		Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration.
	•		Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider.
	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Provider’s general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice.

Dependencies

• Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect.

19

	•		Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect.
	•		Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		The services documented within this agreement must be exited at the same time and as such cannot be exited in parts.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

20

SERVICE LEVEL

Service Provider will classify incidents at its own discretion which are received using High, Medium, or Low. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented below for SS-Payroll-01, HR-Benefits-02, and HR-Benefits-03:

SLA		Response Time		Resolution
High		Within 24 hours of receiving notification during normal business hours		Within 24 — 48 hours of response during normal business hours
Medium		Within 48 hours of receiving notification during normal business hours		Within 48 — 120 hours of response during normal business hours
Low		Within 120 or more hours of receiving notification or as scheduled during normal business hours		Within 120 hours of response during normal business hours

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

21

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

22

ATTACHMENT A

Inbound Interfaces:

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Dependents		ACS		Infinium		ACS
				ACS Salary ISP and Pension		ACS		Infinium		ACS
				Create ADP Tax Journal		ADP		Infinium		ADP
				Maintain ADP Tax Controls		ADP		Infinium		ADP
				ADP Periodic & Qtrly File Downld		ADP		Infinium		ADP
				ADP Balance Report		ADP		Infinium		ADP
				Refresh ADP Employee Number		ADP		Infinium		ADP
				Unemployement emps		Xxxxxxx		Infinium		Xxxxxxx
				US_RELOWAGE_UPDATE.CARTUS		CARTUS		Infinium		CARTUS
				Send Cartus Receipt of gr		CARTUS		Infinium		CARTUS
				Concur — Employee Master File Feed		Concur		Infinium		Concur
				Employee information		Concur		Infinium		Concur Expense
				FTP Employee information		Concur		Infinium		Concur
				Export Employees to Concur		Concur		Infinium		Concur
				US Bank — Concur Travel		Concur		Infinum		Concur
				Garnishments		County Government		Infinium		County Government
				Empire Eligbility and HDHP Mellon pass thru		Empire/Blue		Infinium		Empire/Blue
				800 EVHR employee Infinium Data feed to (800)(Kronos) System		ITT		Infinium		Kronos
				Employee feed 500		ITT		Infinium		Xxxxxx
				Xxxxxx’x Full Employee Master Update To Cim		ITT		Infinium		Xxxxxx
				Download Employee Date to IPG -Daily ( ER 810 92SHR)		ITT		Infinium		Goulds

23

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Prudential Demographics 880		Prudential		Infinium		Prudential
				Prudential Demographics 881		Prudential		Infinium		Prudential
				Send Prudential Demographics Systems		Prudential		Infinium		Prudential
				Prudential Systems Demographics(ENI, CAP, CMC. ECI)		Prudential		Infinium		Prudential
				Cobra — New Hire		SHPS		Infinium		SHPS
				FSA — Deduction feed to SHPS		SHPS		Infinium		SHPS
				Stock Options Eligibility		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx CODES FILE		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx EMAIL ADDRESSES		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx PARTICIPANTS		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				New Hire		State of Indiana		Infinium		State of Indiana
				WebMD ELIGIBILITY		WebMD		Infinium		WebMD
				FTP CCUSECHD2 — Well Fargo password change		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to send payroll ACH file to Xxxxx Fargo		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to run entire Xxxxx Fargo pos pay process		Xxxxx Fargo		Infinium		Xxxxx Fargo
				modified International ACH file for ALL of CANADA		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Direct deposit transmission		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Send Check Recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Re-send check recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Payroll ACH		Xxxxx Fargo		Infinium		Xxxxx Fargo

24

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Active Directory		ITT		Infinium		ITT
				HM Update Health Mast — Defense Companies		ITT — HM		Infinium		HM
				Hyperion Planning — Build Transmission file		ITT Hyperion		Infinium		Hyperion
				SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system		ITT SAP		Infinium		SAP P2P
				Send file to Xxxxxxx		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				Xxxx Xxxxxxx Eligbility		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				401K Feedback file from XX Xxxxxx		XX Xxxxxx		Infinum		XX Xxxxxx
				KAISER ELIGIBILITY		Kaiser Permanete		Infinium		Kaiser Permanete
				Transmit file to Life Plus for Xxxxx		Xxxxx		Infinium		Xxxxx
				Upload Life Plus file		Xxxxx		Infinium		Xxxxx
				LifePlus Eligibility		Xxxxx		Infinium		Xxxxx
				HSA Send Extract File From Robot Job		Mellon		Infinium		Mellon
				Medco Prescription		Merck Medco		Infinium		Merck Medco
				Metlife ltd/std mth — GL Advices		Metlife Advices		Infinium		Metlife
				Metlife LTD/STD (Menu option)		Metlife Advices		Infinium		Metlife
				Metlife Dental		Metlife Dental		Infinium		Metlife Dental
				Print Voluntary Accident Monthly report data		National Union Fire		Infinum		National Union Fire
				PACIFICARE ELIG		PACIFICARE		Infinium		PACIFICARE
				Prudential Loans Systems		Prudential		Infinium		Prudential
				ENI Prudential Dollar Send — 800		Prudential		Infinium		Prudential
				CAP Prudential Dollar Send — 881		Prudential		Infinium		Prudential
				ECI Prudential Dollar Send — 883		Prudential		Infinium		Prudential

25

ATTACHMENT B

The following table documents the process day for the in-scope pay cycles:

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

GOULDS PUMPS CANADA (IPG)

CGOBW

BI WEEKLY CGO

B

X

Pay Week - Monday

ITTCO

Mon - 2pm

ONTARIO PRO SERVICES CENTER

CONBW

BI WEEKLY CON

B

X

Pay Week - Monday

ITTCO

Mon - 2pm

ITT XXXXXX

BIWBW

BIW BI WEEKLY

B

X

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT XXXXXX

BIWHR

BIW HOURLY

B

X

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT XXXXXX

BWCAN

BI WEEKLY XXXXXX

B

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT XXXXXX

HRCAN

XXXXXX HOURLY EMPLOYEES

B

X

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT VEAM, LLC

BWVEA

VEAM SALARY

B

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT VEAM, LLC

HRVEA

HOURLY VEAM

B

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT CORPORATION

BWIND

ITT INDUSTRIES BI-WEEKLY

B

X

Pay Week - Tuesday

Unknown

Tues - 2pm

COMPUTER & EQUIP LEASING CORP

CELBW

COMPUTER & EQUIP LEASING

B

X

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT TRANSPORTATION XXXX XXXX

XXXXX

XXX XX

X

X

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

AERHR

AEROSPACE HOURLY AH

W

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

AESAL

AEROSPACE SALARY AP

B

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

AMOHR

AMORY HOURLY FH

W

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

AMSAL

AMORY SALARY FS

B

X

Pay Week - Tuesday

ITTCO

Tues - 2pm

26

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

ITT FLUID TECHNOLOGY

CTBW

C’TREAT BW

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT FLUID TECHNOLOGY

EVHR

ENG VALVES HOURLY

W

X

Pay Week -Monday

ITTCO

Tues -2pm

ITT FLUID TECHNOLOGY

EVSAL

ENG VALVES SALARY EV

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT FLUID TECHNOLOGY

GRSAL

GRINDEX SALARY GR

B

X

Non Pay Week -Friday

Unknown

Tues -2pm

ITT FLUID TECHNOLOGY

MFCBW

MOTION FLOW CONTROL SALARY

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT FLUID TECHNOLOGY

SHBW

SHEROTEC BW

B

X

Non Pay Week -Friday

Unknown

Tues -2pm

ITT FLUID TECHNOLOGY

SHHR

SHEROTEC HOURLY ST

W

X

Pay Week -Monday

Unknown

Tues -2pm

ITT FLUID TECHNOLOGY

WTBW

WET

B

X

Pay Week -Monday

Unknown

Tues -2pm

ITT GOULDS PUMPS

CARBN

CARBON INDUSTRIES

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT GOULDS PUMPS

EVZHR

DIV-IPG, UNITS XX,XX,QU WEEKLY

W

X

Pay Week -Monday

ITTCO

Tues -2pm

ITT GOULDS PUMPS

H9WPS

PRO SHOP SALARY TX-BI-WEEKLY

B

X

Pay Week -Monday

ITTCO

Tues -2pm

ITT GOULDS PUMPS

PROBW

BI WEEKLY CYCLE

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT GOULDS PUMPS

9XLCS

CITY OF INDUSTRY SALARY

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT GOULDS PUMPS

9XLSA

XXXXX’X IPG BIWEEKLY SALARY

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT GOULDS PUMPS

92SHR

SF UNION -IPG-SU, CPG-WU WKLY

W

X

Pay Week -Monday

ITTCO

Tues -2pm

27

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

ITT CORPORATION (FRC)

FRCSA

XXXXX SHARED SERVICES

B

X

Non Pay Week -Thursday

Unknown

Tues -2pm

ITT GOULDS PUMPS PA

H9XSA

ASHLAND SALARY

B

X

Non Pay Week -Friday

Unknown

Tues -2pm

ITT GOULDS PUMPS XXX

X0XXX

IPG SALARY

B

X

Non Pay Week -Thursday

ITTCO

Tues -2pm

ITT ENERGY ABSORPTION(ENIDINE)

EAHR

ENIDINE WEEKLY HOURLY EA

W

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT ENERGY ABSORPTION(ENIDINE)

EASAL

ENIDINE BIWEEKLY SALARY EA

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT ENERGY ABSORPTION (CAP)

CAHR

CAP WEEKLY HOURLY CA

W

X

Pay Week -Monday

ITTCO

Tues -2pm

ITT ENERGY ABSORPTION (CAP)

CASAL

CAP BIWEEKLY SALARY CA

B

X

Non Pay Week -Friday

ITTCO

Tues -2pm

ITT CONTROLS (CMC)

XXXX

BILLERICA HOURLY CM

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT CONTROLS (CMC)

BISAL

BILLERICA BI WEEKLY SALARY CM

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT CONTROLS (CMC)

CMHR

CMC BIWEEKLY HOURLY CM

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT CONTROLS (CMC)

CMSAL

CMC BIWEEKLY SALARY CM

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT-KALIBURN INC.

KBHR

KALIBURN HOURLY (BIWEEKLY)

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT-KALIBURN INC.

KBSAL

KALIBURN SALARY (BIWEEKLY

B

X

Pay Week -Tuesday

ITTCO

Tues -2pm

ITT KONI

BWFRI

KONI FRICTION SALARIED

B

X

Non Pay Week -Thursday

ITTCO

Tues -2pm

ITT KONI

BWKON

BI WEEKLY KONI

B

X

Non Pay Week -Thursday

ITTCO

Tues -2pm

28

ATTACHMENT C

Custom Queries to be run once a month by service provider:

Query/Report Name		Application Used to Produce Information		Provider		Information Supplied		Frequency of Request
DWA87200_MonthYear		Infinium Query		Xxxxxx Xxxxx		Salaries Information of employees on Severance (Income Codes 00140 and 00270)		Monthly
Payroll by Individual		Business Objects		Xxxxx Xxxxxxx		Payroll information of HQ Employees with names and cost centers		Monthly
Headcount		Business Objects		Xxxxxx Xxxx		Payroll information of HQ Employees with names and cost centers		Monthly

29

SCHEDULE CA3
SECURITY OPERATIONS CENTER

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxx Xxxxxxx Exelis Inc.		Business Area Manager, Cyber Security Programs		(000) 000-0000		xxxx.xxxxxxx@xxxxxxxxx.xxx
Xxxx Xxxxxxxxx ITT Corporation		Chief Information Security Officer		(000) 000-0000		xxxx.xxxxxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Information Technology — Security Operations Center (IT-SOC) Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

IT-SOC-01

Security Operations Center Support Services

Provide IT Security event monitoring and intrusion detection; and serves as a single point for information security related issues: •    Environmental Awareness — Service Provider will provide environmental awareness activities, including Risk/Threat Analysis •    Management and Administration of Global IDS/IDP Security Devices — Service Provider will manage and administer Global IDS/IDP Security Devices. •    Network Data Aggregation, Normalization, and Correlation —.Service Provider will provide network data aggregation, normalization, and correlation for the Service Receiver. Service Provider will provide centralized management of network and security event logs collected from multiple sources. Log and/or event monitoring sources will include, but not limited to, technologies such as:    •   Firewalls    •   VPN concentrators    •   Intrusion Detection/Prevention appliances    •   Content filters    •   As well as other approved and agreed upon controlled points that can provide insight and/or generate alerts that detect real time threats to the enterprise Service Provider will also leverage multiple levels of alerting and threat identification to include:    •   Predefined alerts    •   Network anomaly detection rules    •   Emerging cyber threat monitoring Service Provider will ensure compliance with legal, regulatory, and internal policies regarding records management, incident documentation, and data retention requirements for data within Service Provider’s control. •    Help Desk — Service Provider will make available the IT-SOC Help Desk, via phone or email, to provide assistance for security-related issues or concerns to the Service Receiver’s IT and/or Management staff. •    Metrics/KPIs Reporting — Service Provider will provide metrics to communicate overall effectiveness of IT-SOC activities and investigations. Service Provider is able to organize, manage, and visualize data, as well as produce reports that identify baselines and projected targets; trending; and standardized key metrics tailored to Service Receiver’s business needs.

1 Analysis per Month 40 Modifications per Month 1500 Security Events per Second 30 Contacts per Month 1 Status Report per Week

3

Cost plus 2% - 10% per month

2

Service Provider will have the necessary United States Government security clearances to enable and leverage interaction with Federal/State/Local Government and Department of Defense Agencies in support of investigations, compliance issues, and/or threat related activity and information sharing at the request of Service Receiver. Such interaction can include, but not limited to, agencies such as:

	•		Federal/State/Local Law Enforcement (Investigations)
	•		Department of State / Department of Commerce (Compliance)
	•		Department of Defense
	•		The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications

3

increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:
				•   Support of data extraction requests from the Service Receiver
IT-SOC-02		Security Operations Center Migration		•   Providing Subject Matter Expertise in helping the Service Receiver understand current state of the Security Operations Center		Time and Materials Based on Additional Pricing Section
				Service Provider will provide the following knowledge transfer services:
IT-SOC-03		Security Operations Center Knowledge Transfer		•   Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Security Operations Center		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Information Technology — Security Operations Center by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period

4

requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Rome, NY, USA to global locations.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA.
	•		Service Receiver must configure its appliances in order to forward data logs to Service Provider.
	•		Service Receiver must provide appropriate global administrative credentials to Service Provider in order to manage intrusion prevention system.
	•		Service Receiver must provide a list of appropriate contacts and points of escalation.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

5

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

6

ATTACHMENT A

The IT-SOC staff is accessible, based on need and criticality, 24 hours a day, 7 days a week, 365 days a year, through the usage of on-call staff to assist with any IT Security related incident.

The IT-SOC Help Desk can be reached by phone or email and is ready to provide assistance for any information security related and concerns. Depending on the urgency, severity, and scope of the problem, there are two recommended contact methods:

	1.		ITT IT Security Operations Center:
			Phone:        (Mondays — Fridays; 7 am—5 pm ET)
			Email:   XXX-XXX@xxxxxxxxx.xxx (24/7)
	2.		In instances where there is an emergency or suspected situation occurring, please contact the IT-SOC Director and/or Assistant Director directly, 24/7, utilizing the contact information below:

	•		Director | ITT IT Security Operations Center
	•		Assistant Director | ITT IT Security Operations Center Office:        | Cell:

7

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

Already agreed to

Service Description

with Service

Item Number

(Listed on schedule in the TSA)

Monthly Charge

Requested Change

Provider (Y/N)

1

2

3

4

5

Outcome:

		Outcome
Item Number		(Approved, Denied)				Specific Action to be taken
1
2
3
4
5

Approvals
Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

8

SCHEDULE CA4
BUSINESS OBJECTS PROFESSIONAL
SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxx Xxxxxxxx Exelis Inc.		Senior Systems Analyst		(260) 451—6529		xxxxx.xxxxxxxx@xxxxxxxxx.xxx
Xxxx Xxxxxxxxx ITT Corporation		Global Data and Reporting Services Manager		(410) 340—5632		xxxxxxx.xxxxxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform Business Objects Professional Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

1

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum Service

BAU

Period

Service

Service #

Service Name

Description of Service

Transaction Volume

(in mo.)

Charge

Provide Business Objects Professional Services to support Business Intelligence and Extract Transform Load (ETL) toolset support:

IT-BO-01

Business Objects Support Services

•     Universe Design & Architecture — The Service Provider, on receipt of a Universe Design & Architecture request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. Included with a request, the Service Provider will provide to the Service Provider source database schema, end user participation input and other reporting requirements in order for the Service Provider to provide the Service Receiver with a document outlining best practices and recommendations for a universe design, given the provided criteria. The Service Receiver will implement any and all changes that they deem necessary. Note: Universe Design & Architecture service for one Universe may take between two weeks and three months of effort, depending on complexity.

Unlimited

12

Time and Materials Based on Additional Pricing Section

•     Security Administration — The Service Provider, on receipt of a Security Administration request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. The Service Receiver will provide to the Service Provider access to the CMC or a Service Receiver BOE Admin, with detailed knowledge of current security configuration. Using this access, resource and information, Service Provider will analyze and trouble shoot the Service Receiver’s issue, and provide a document with recommendations for security configurations to the Service Receiver. The Service Receiver will implement any and all changes that they deem necessary.

10-15/month

2

Minimum Service

BAU

Period

Service

Service #

Service Name

Description of Service

Transaction Volume

(in mo.)

Charge

•     Database Utilization Analysis — The Service Provider, on receipt of a Database Analysis request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. Service Receiver will provide source database schema, end user participation input and other reporting requirements with Source Database Administrator participation. Using this information, the Service Provider will provide the Service Receiver a document detailing possible adjustments to improve performance or accuracy if any are able to be determined.

1/month

•     Connectivity Troubleshooting — The Service Provider, on receipt of a Connectivity Troubleshooting request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. The Service Receiver will provide to the Service Provider access and use of Source Database Administrator, Service Receiver BOE Admin and possible Network Administrator participation to exhaust all known troubleshooting steps and document resolution of Service Receiver’s complaint. The Service Receiver will implement any and all changes that they deem necessary.

1—3/month

•     Business Objects Administration — The Service Provider, on receipt of a Business Objects Administration request, initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. The Service Provider will work with any applicable policy or standard procedures and reporting expectations with Service Receiver BOE Admin or Server Admin participation, to provide the Service Receiver with a document detailing recommendations for settings, configurations and the set-up for Business Objects Enterprise. The Service Receiver will implement any and all changes that they deem necessary.

1—5/month

3

Service Volumes Greater Than Observed Pre—Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/-10% of pre-distribution date volumes]		No incremental one—time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady—State fee structure for requisite service as documented in this agreement
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will provide the following knowledge transfer services:
IT—BO—02		Business Objects Knowledge Transfer		•     Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Business Objects		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Business Objects Professional services support by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently

4

engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA, to USA locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the Business Objects application.
	•		If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		Service Receiver must provide admin level rights to Service Provider as needed to Service Receiver’s maintained Business Objects application server.
	•		Service Receiver must keep the TSA Gateway active and accessible to the Service Provider as needed for the period of this TSA.

5

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:

Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

6

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)
Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

7

Annex A
TSA Change Request Form

TSA Schedule:
Receiver TSA Owner:
Date of Request:
Completed By:

     Requested Service Change:

								Already agreed to
Item		Service Description						with Service
Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

     Outcome:

Item		Outcome
Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

8

SCHEDULE CA5
INFINIUM APPLICATION SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxxxxxx Exelis Inc.		Enterprise Applications Manager		(260) 451—6042		xxx.xxxxxxxx@xxxxxxxxx.xxx
Xxx XxXxxx ITT Corporation		Application Services Manager		(410) 689—1351		xxx.xxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will provide Infinium Application Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide Infinium Application HR, Payroll, and General Ledger Related Support Services:

IT-Infinium-01

Infinium Application HR, Payroll and related GL Support Services

•     Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

18

Cost will be passed through as part of the HR/Payroll/Benefits TSA

•     Infinium Support & Maintenance — Service Provider will monitor incident resolution requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

65 calls/ month

•     Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

6 calls/ month

•     Custom reports and data extracts will be provided as necessary to support legal, audit and

2

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

compliance tasks when requested by authorized individuals.

•     Ad-Hoc development/services or processing of reports consistent with what was provided in the 12 months prior to the distribution date will be supported as part of this agreement. Any new Ad-Hoc reporting requirements will be considered out-of-scope and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

•     Any modification of 3rd Party Interfaces consistent with support of BAU or seasonal business processes which were provided with existing internal resources in the 12 months prior to the distribution date will be supported as part of this agreement. Any changes to 3rd party relationships which require new interface modifications or re-writes are not included as part of the scope of this agreement and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

Provide Infinium Application General Ledger Support for Enterprise Accounting Function:

IT—Infinium—02

Infinium Application GL Services for Enterprise Accounting Function Support Services

•     Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

18

Cost will be passed through as part of General Ledger Accounting — ITT HQ TSA

•     Infinium Support & Maintenance — Service Provider will monitor incident resolution

3

Minimum Service

Service

BAU Transaction

Period

Service #

Name

Description of Service

Volume

(in mo.)

Service Charge

requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

65 calls/ month

•     Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

6 calls/ month

•     Custom reports and data extracts will be provided as necessary to support legal, audit and compliance tasks when requested by authorized individuals.

•     Ad-Hoc development/services or processing of reports consistent with what was provided in the 12 months prior to the distribution date will be supported as part of this agreement. Any new Ad-Hoc reporting requirements will be considered out-of-scope and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

•     Any modification of 3rd Party Interfaces consistent with support of BAU or seasonal business processes which were provided with existing internal resources in the 12 months prior to the distribution date will be supported as part of this agreement. Any changes to 3rd party relationships which require new interface modifications or re-writes are not included as part of the scope of this agreement and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

Provide Infinium Accounts Payable and Currency Management Support for Enterprise Accounting Function:

IT-Infinium-03

Infinium Application AP and CM Support Services

•     Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to

18

Cost will be passed through as part of General Ledger Accounting — ITT HQ TSA

4

BAU

Minimum Service

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

•     Infinium Support & Maintenance — Service Provider will monitor incident resolution requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

20 calls/ month

•     Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

6 calls/ month

*		BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin.
*		For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue).

Services that will not be provided as part of this agreement are:

• Employee Self Service Module (including Online Benefits Enrollment)

5

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

6

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
IT-Infinium-04		Infinium Migration		Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include:
				•     Support of data extraction requests from the Service Receiver •     Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details		Time and Materials Based on Additional Pricing Section
IT-Infinium-05		Infinium Knowledge Transfer		Service Provider will provide the following knowledge transfer services:
				•     Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Infinium Application and related interfaces		Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Infinium Application support services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

7

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA locations for HR and payroll, and White Plains, NY for GL, AP, and CM.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A.
	•		Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement.
	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

8

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment B.

In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

9

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)
Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

10

ATTACHMENT A

Interface		Program						Source		Destination
Name		Name		Business Purpose		Vendor		System		System
				AC ISP Rate change file		ACS		ACS		Infinium
				Load and List wage request file from Cartus		CARTUS		CARTUS		Infinium
				Load Cartus file and process-batch job		CARTUS		CARTUS		Infinium
				Bring in Cartus Wage Request file		CARTUS		CARTUS		Infinium
				Load Cartus Gross Ups		CARTUS		CARTUS		Infinium
				Re — Apply Concur (PYPME History) to Payroll		Concur		Concur		Infinium
				Concur — Load Employees from INFIN		Concur		Concur		Infinium
				Expense transations		Concur		Concur		Infinium
				CONCUR travel process expense records		Concur		Concur		Infinium
				Labor feed 800		Infinium		Aerospace		Infinium
				Labor feed 800		Infinium		Amory		Infinium
				Labor feed 500		Infinium		Xxxxxx		Infinium
				Xxxxxx Salary Non — Exempt Employees		Infinium		Xxxxxx		Infinium
				Load Labor to Daily Time (CAP)		Infinium		CAP		Infinium
				Load Labor to Daily Time (CMC — BWS)		Infinium		CMC		Infinium
				Load Labor to Daily Time(CMC — Ft8)		Infinium		CMC		Infinium
				Labor feed 800		Infinium		Engvl		Infinium
				Load Labor to Daily Time (ENI)		Infinium		ENI		Infinium
				Labor Feed to Infinium — Xxxxx Pumps 3 —		Infinium		Xxxxx		Infinium
				Labor feed		Infinium		Xxxxx		Infinium

11

Interface		Program						Source		Destination
Name		Name		Business Purpose		Vendor		System		System
				Labor feed 810		Infinium		Xxxxx Pumps 92S		Infinium
				Labor feed 810		Infinium		Xxxxx Pumps 9 XL		Infinium
				Labor feed 810		Infinium		Xxxxx Pumps EVZ		Infinium
				KAL hourly payroll feed		Infinium		Kalburn		Infinium
				Labor feed 905		Infinium		Koni Hr		Infinium
				Labor feed 905		Infinium		Koni Xxx		Infinium
				Promotions		Infinium		Excel		Infinium
				Labor Load (BIWBW)		Infinium		BIWBW		Infinium
				Labor Load (BIWHR)		Infinium		BIWHR		Infinium
				Salary Changes		Infinium		Excel		Infinium
				401K Hourly to XX Xxxxxx		XX Xxxxxx		XX Xxxxxx		Infinium
				Receive Long Term Care file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive Long Term Care Billing file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Copy from Tape J&HKVI data to file XPYPJHI		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive life plus file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive Life Plus Input File		Xxxxx		Xxxxx		Infinium

12

		Program						Source		Destination
Interface Name		Name		Business Purpose		Vendor		System		System
				Infinum HR Data to Payroll Vendor		Payroll Vendor		Infinium /SAP		Payroll Vendor
				Defense Labor feed to Payroll Vendor		Payroll Vendor		iSeries		Payroll Vendor
				ITT Labor Feed to Payroll Vendor		Payroll Vendor		iSeries		Payroll Vendor
				Water Labor Feed to Payroll Vendor		Payroll Vendor		iSeries		Payroll Vendor
				Receive and process autotime — car allowance		Runzheimer		Runzheimer		Infinium
				Receive and process Can AT — car allowance		Runzheimer		Runzheimer		Infinium
				Re-Apply Runzheimer (PYPME History) to Payroll		Runzheimer		Runzheimer		Infinium
				Receive Xxxxx Xxxxxx Options		Xxxxx Xxxxxx		Xxxxx Xxxxxx		Infinium
				Receive Xxxxx Xxxxxx Restricted		Xxxxx Xxxxxx		Xxxxx Xxxxxx		Infinium
				United Way Upload to PYPDE		United Way		United Way		Infinium
				CLP to receive check recon file from Xxxxx F		Xxxxx Fargo		Xxxxx Fargo		Infinium
				Receive Check recon		Xxxxx Fargo		Xxxxx Fargo		Infinium

13

ATTACHMENT B

Following are the incident priorities and expected resolution target times:

Priority		Accept		Resolve Incidents
Xxxxxx		00 xxxx		0 xx
Xxxx		0 xx		4 hrs
Medium		2 hrs		8 hrs
Low		4 hrs		48 hrs

Priority of Incidents

Urgent: System/Component or Program is inoperable, Multiple users effected. No alternatives or backup is available.

High: Single user with a System/Component or Program that is inoperable. Component degraded with limited access or functionality. A Workaround is available.

Medium: Job functions can be performed with some restricted functionality. Training, questions or concerns need to be addressed but production is not affected.

Low: Attention is needed to assist in non-critical situations. A workaround is available.

Recovery Times

In the event of a hardware failure, the hardware vendor will be engaged for repair or replacement. The anticipated outage period for an event of this nature is 16 hours.

In the event of a failure which results in the database having to be restored, the anticipated outage would be 6+ hours.

14

Annex A
TSA Change Request Form

TSA Schedule:
Receiver TSA Owner:
Date of Request:
Completed By:

Requested Service Change:

								Already agreed to
		Service Description						with Service
Item Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

		Outcome
Item Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead

Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

15

SCHEDULE CA6

XXX.XXX EMAIL FORWARDING
INFRASTRUCTURE

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxxxxxxx Xxxxxx Exelis Inc.		Messaging Manager		000-000-0000		xxxxxxxx.xxxxxx@xxxxxxxxx.xxx
Xxxxx Xxxxxxx ITT Corporation		Senior Technical Support Specialist		000-000-0000		xxxxx.xxxxxxx@xxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will perform XXX.xxx Email Forwarding Services for Service Receiver.

The primary service is to provide a computer processing platform that supports the business applications of the Business, which includes IT support for technology infrastructure.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Service

Transaction

Service

Service #

Name

Description of Service

Volume

Duration

Charge

Provide Email Forwarding services for email messages sent to XXX.xxx. Service Provider will forward messages to new Service Receiver domain addresses.

IT-Email Forwarding -01

Email Forwarding Support Services

Service Provider will maintain Exchange contact objects in their Active Directory for all legacy XXX.xxx SMTP addresses. The Service Provider will add additional contact objects within 48 hours of receiving the request from the Service Receiver. Escalations for 4 hour turnaround will be allowed for high profile users and accounts. Each escalation will require Exelis and ITT Corp Messaging Manager agreement before the committed 4 hour turnaround can be processed.

Unlimited number of emails forwarded

12

Cost plus 2% - 10% per month

Services that will not be provided as part of this agreement are:

	•		Filtering of spam beyond SenderBase reputation level
	•		Legal holds — Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receiver’s obligation to save emails if required by their legal counsel
	•		Updating of Service Receiver’s domain changes

Service Provider reserves the right to temporary halt the service, provided notification is given to Service Receiver using commercially reasonable efforts, due to:

	•		Unusual increase in volume of emails
	•		Threats to security
	•		Constraints to network resources

Should the Service Receiver require changes to the documented services, Parties agree to negotiate in good faith with regard to such modification.

Exit Services

No exit services will be provided under this agreement.

2

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA to global locations.

PREREQUISITES/DEPENDENCIES

	•		The Service Receiver will provide a list of obsolete contact objects that can be removed by the Service Provider on a monthly basis.
	•		Service Provider’s Exchange Organization must be authoritative for the XXX.xxx (Simple Mail Transfer Protocol) SMTP address space and the Service Receiver’s Exchange Organization must not add xxx.xxx to its Email Address Policy for the period of time which this agreement is in effect.
	•		Service Receiver must continue to allow Service Provider to remain the mail exchanger (MX) and entry point for all XXX.xxx email for the period of time which this agreement is in effect.
	•		The Service Receiver will not use the domain xxxxx.xxx.xxx for the period of time which this agreement is in effect
	•		The Service Receiver will coordinate all legacy messaging DNS record changes with the Service Provider.
	•		Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect.
	•		Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect.
	•		Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.
	•		Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US.

3

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Bowker
Xxxxx.xxxxxx@xxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion and will make commercially reasonable efforts to resolve incidents with service delivery.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

4

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

5

Annex A
TSA Change Request Form

TSA Schedule:
Receiver TSA Owner:
Date of Request:
Completed By:

Requested Service Change:

								Already agreed to
		Service Description						with Service
Item Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

		Outcome
Item Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead

Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

6

SCHEDULE CA7
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
Exelis Inc. Xxx Xxxxxx		TSA Manager		office: (000) 000-0000		Xxx.xxxxxx@xxx.xxx
Service Receiver’s Contact
ITT Corporation Xxxxx Xxxxxx		TSA Manager		Office: (000) 000-0000		Xxxxx.xxxxxx@xxxxxxx.xxx

PARTIES TO THE AGREEMENT

Service Receiver: Exelis Inc.

Service Receiver: ITT Corporation

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and other similar services in various areas including, but not limited to finance, tax, accounting,

insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Appendix A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through April 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

2

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The xxxx will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

3

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

Notices and bills to the Service Provider should be sent to:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx

Notices and bills to the Service Provider should be sent to:
ITT Corporation
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013. There shall be no make whole fee due under Section 11 of the Agreement upon early termination of this TSA.

Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour

* Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

4

The pricing for the services described in Appendix A will be as set forth in Appendix A unless no pricing is provided in which case if services are provided on an hourly basis the rates above will apply.

5

Appendix A

Due Diligence Manager Software Application

Draft Base Statement of Work

Version 1.0 Draft

September 20, 2011

6

Draft Base Statement of Work

Table of Contents

1 Scope			3
2 Technical Support Requirements			3
2.1 Routine Application Maintenance			3
2.1.1 Routine Tasks			3
2.1.2 Outages			3
2.2 Change and Improvement Process			4
2.2.1 Change Request Analysis			4
2.2.2 Change Request Processing			4
2.3 Testing			4
3 Deliverables			4
4 Training and Support			4
5 Place of Performance			5
6 Period of Performance			5
7 Project Management			5
8 Labor Categories and Rates			5

ITT Proprietary Information Page ii

7

Draft Base Statement of Work

1		Scope
		The software application — Due Diligence Manager (DDM) — is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application.
		This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database.
2		Technical Support Requirements
2.1		Routine Application Maintenance
		ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis.
2.1.1		Routine Tasks
		ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users.
2.1.2		Outages
		In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability.
		For software-related outages. ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution.
		Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organization’s IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage.

ITT Proprietary Information Page 3

Draft Base Statement of Work

2.2		Change and Improvement Process
		Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document.
2.2.1		Change Request Analysis
		The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change.
2.2.2		Change Request Processing
		ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed. ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval, ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization.
2.3		Testing
		Prior to deployment of all requested and approved changes. DDM software changes will be thoroughly tested using ITT AIS Development Staff’s internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved.
3		Deliverables
		For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format.
4		Training and Support
		For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the

ITT Proprietary Information Page 4

Draft Base Statement of Work

		areas affected. Training will be addressed and included in the proposal for each Change Request as needed.
		If requested, the ITT AIS Development Staff will provide technical training to ITT’s IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process desciribed above for change requests.
5		Place of Performance
		All development tasks will be performed at ITT AIS site in Chesapeake, VA.
6		Period of Performance
		The proposed project schedule will be provided on a case by case basis. The final schedule will be updated once the project is accepted by the requesting organization.
7		Project Management
		ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution.
8		Labor Categories and Rates
		Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2.

Labor Category		Estimated Labor Rate
Project Manager			Cost plus 2% - 10%
Sr. Software Engineer			Cost plus 2% - 10%
Software Engineer			Cost plus 2% - 10%

ITT Proprietary Information Page 5

Appendix A-l Public Relations Officer

Service provider/Remit to: Xxxxxxx Xxxxxx Xxxx, General Manager of Defense Dubai branch. Address: Office #1102; Crystal tower; Business Bay; Downtown Dubai; Dubai ;UAE

Service receiver/Xxxx to: Xxxxx Xxxxxx Xxxxxx, General Manager of IP Dubai branch. Address: Office 504; Deira Twin towers; Baniyas Street; Deira; Dubai; UAE

Service: The Exelis Dubai office will provide Public Relations Officer and courier services to the ITT Dubai office for a period of time not to exceed two months or until ITT has hired, trained and registered their new employee that will be assuming these services for ITT in Dubai. 5 days advance notice is required to terminate this service.

Pricing: The services charge for PRO/courier services will be paid on a monthly basis. The charge per month will be AED Cost plus 2% - 10%. The rate above includes the 2%, 10% or 4.5% increase that should be applied as set forth in Section 2(a) of the Agreement. There will be no make-whole fee for early termination.

Appendix A-2

Management Reporting (HFM/Planning) Post Separation Support Requirements

Following the separation of ITT into 3 companies, key management reporting resources will be required to provide post separation support and knowledge transfer between the NewCos. High level areas of support and knowledge transfer include:

•		Month-end close
•		Year-end close
•		New Year setup and rollforward
•		OpPlan, Forecast, and Budget
•		Metadata Management
•		Ledger Mapping
•		Break/Fix Support

Listed below are the key HFM and Planning resources whose post separation support will be required during the period 11/1/2011 through the 2012 March Close (approximately 4/20/2012).

										November												December												January												February												March												April
		Future
Resource		NewCo				Executive				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis
						No					n/a				48				48				n/a				48				24				n/a				48				24				n/a				36				12				n/a				36				12				n/a				12				12
						No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12
						No					48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12				n/a
						No					n/a				48				0				n/a				24				0				n/a				24				0				n/a				12				0				n/a				12				0				n/a				12				0
						Yes					n/a				48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12
						No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12

Service Provider Owners and Service Receiver Owners are set forth under “Service Owner” above.

SCHEDULE CB1
HR/PAYROLL/BENEFITS

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, expect where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxxxx		TSA Manager		(000) 000-0000		xxx.xxxxxx@xxx.xxx
Exelis Inc.
Xxxx Xxxxxxxx		Director, Technical		(000) 000-0000		xxxx.xxxxxxxx@xxxxxxxx.xxx
Xylem Inc.		Accounting

GENERAL SERVICE DESCRIPTION

Service Provider will perform Payroll, Payroll Tax, HR, Garnishment and Benefit Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide payroll and tax configuration support required to support payroll services:

SS-Payroll-01

Payroll Services

•  Income Codes —Service Provider will use the Income Request Form from the Service Receiver to update tax, garnishment, eligibility, pension, and 401K with the provided income codes. 5 business days prior notice are required to make the income code changes. •  Deduction Codes —Service Provider will use the Deduction Request Form from the Service Receiver to update tax, Group Term Life (GTL), and other accumulator requirements with the provided deduction codes. 5 business days prior notice are required to make the deduction code changes. •  Paid Time Off (PTO) Accrual Controls —Service Provider will use the PTO Policy document from the Service Receiver to accrual code and schedule setups requested by the Service Receiver. 10 business days prior notice are required to make the requested PTO Accrual Controls changes. •  Federal/State/Local Tax Table —Service Provider will use the Notification of Federal/State/Local Tax Change provided by the Service Receiver to update the local tax setup within systems managed by Service Provider within 5 business days of the request. •  Federal/State/Local Tax —Service Provider will use the Request for Level Control provided by automated systems to update the level control setup within systems managed by Service Provider within 5 business days of the request. •  Employer Codes — Service Provider will use the Request for New Employer Codes from the Service Receiver to update employer codes in systems managed by Service Provider within 5 business days of the request. •  User Defined Field — Service Provider will use the Request for User Defined Field provided by the Service Receiver to update the necessary fields within 5 business days of the request. •  Level Control — Service Provider will use the Request for Level Control provided by the Service Receiver to update the level control setup within systems managed by Service Provider within 5 business days of the request. •  Pay Cycle — Service Provider will use the Request Pay Cycle from the Service Receiver to setup the pay cycle with the pay calendar where applicable. 5 business days are required to make the pay cycle changes. Pre-distribution date pay cycle configuration is defined in Attachment B.

100/month for all SS-Payroll-01

14

Cost plus 2% - 10% per month

2

BAU

Minimum

Service

Service

Transaction

Service Period

Service

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Name

Description of Service

Volume

(in mo.)

Charge

•  Employer Group — Service Provider will use the Request for Employer Group provided by the Service Receiver to update the Employer Group within systems managed by Service Provider within 5 business days of the request. •  Cycle Group — Service Provider will use the Request for Cycle Group provided by the Service Receiver to update the cycle group setup within systems managed by Service Provider within 5 business days of the request. •  Payroll Authorization Group — Service Provider will use the Request for Payroll Authorization Group provided by the Service Receiver to update the Payroll Authorization Group setup within systems managed by Service Provider within 5 business days of the request. •  Income Authorization Group — Service Provider will use the Request for Income Authorization Group provided by the Service Receiver to update the income authorization group setup within systems managed by Service Provider within 5 business days of the request. •  Deduction Authorization Group — Service Provider will use the Request for Deduction Authorization Group provided by the Service Receiver to update the deduction authorization group setup within systems managed by Service Provider within 5 business days of the request. •  Auto Pay Groups — Service Provider will use the Request for Auto Pay Groups provided by the Service Receiver to update the auto pay groups setup within systems managed by Service Provider within 5 business days of the request. •  Labor/Income Cross Reference Table — Service Provider will use the Request for Labor/Income Cross Reference Table Maintenance provided by the Service Receiver to update the Labor/Income Cross Reference Table setup within systems managed by Service Provider within 5 business days of the request. •  General Ledger Cross Reference Table — Service Provider will use the Request for General Ledger Cross Reference Table maintenance provided by the Service Receiver to update the general ledger cross reference table setup within systems managed by Service Provider within 5 business days of the request.

Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services:

New Transactions 200, Monthly Payments 700

•  Garnishment Letter — Service Provider will use the Garnishment Notification to provide a garnishment letter to the garnishing agency during the latter of 7 days after notification and the next applicable payment cycle.

3

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  Garnishment Withholding — Service Provider will use the Garnishment Notification to adjust the employee garnishment deduction setup during the latter of 7 days after notification and the next applicable payment cycle. •  Garnishment Payments — Service Provider will use the Garnishment Notification to update the garnishment payments to agency during the latter of 7 days after notification and the next applicable payment cycle. •  Stop Garnishments — Service Provider will use the Garnishment Stop Notification to deactivate the employee garnishment deduction and process refund of any over-withholding during the latter of 7 days after notification and the next applicable payment cycle.

Provide employee maintenance support where appropriate to support payroll processing •  W-4 — Service Provider will use the W-4 Form from the Service Receiver to update employee W-4 information with the provided information. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the current payroll run. •  Home/Work State Update — Service Provider will use the employee change request for home/work state maintenance from the Service Receiver to make requested updates. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the current payroll run. •  Direct Deposit — Service Provider will use the Direct Deposit Form from the Service Receiver to update employee direct deposit information with the provided information. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the next payroll run.

600/month

Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle.

30/month

Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle.

30/month

4

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide ACS 401k Interface Processing required to support payroll processing •  Saving Plan Deferral & Loan — Service Provider will use the ACS ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update. •  Saving Plan Deferral & Loan — Service Provider will use the ACS ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update. •  ACS Error Report Review — Service Provider will review the ACS ISP Feedback File from the Service Receivers 3rd party provider to review any fallout which may have occurred. Upon fallout Service Provider will notify ACS to conduct maintenance to rectify documented fallouts. •  ACS New Hire — Service Provider will use a report created from the ACS Interface File from the Service Receiver’s 3rd party to validate new hire processing. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested validation. •  ACS ISEV — Service Provider will use the ACS ISEV Status Change from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

10 Monthly Interfaces Files & Reports

Provide JPMorgan 401k Interface Processing required to support payroll processing •  Saving Plan Deferral & Loan — Service Provider will use the XX Xxxxxx ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update. •  Saving Plan Deferral & Loan — Service Provider will use the XX Xxxxxx ISP Feedback File from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

10 Monthly Interfaces Files & Reports

5

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  XX Xxxxxx Error Report Review — Service Provider will review the XX Xxxxxx ISP Feedback File from the Service Receivers 3rd party provider to review any errors which may have occurred. Upon fallout Service Provider will notify ACS to conduct maintenance to rectify documented fallouts. •  XX Xxxxxx New Hire — Service Provider will use a report created from the XX Xxxxxx Interface File from the Service Receiver’s 3rd party to validate new hire processing. Service Receiver’s 3rd party must provide such information by Friday 5 pm EST or Thursday 5 pm EST if Friday is not a business day the week prior to requested validation. •  XX Xxxxxx ISEV — Service Provider will use the XX Xxxxxx ISEV Status Change from the Service Receiver’s 3rd party to update employee deduction code information with the provided information. Service Receiver’s 3rd party must provide such information by Friday evening the week prior to requested update.

Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes

Weekly Interface Files

Provide Xxxxx Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month.

Two Interface Files Per Month

Provide Xxxx Xxxxxxx LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17th of the month for processing by the end of the month.

Two Interface Files Per Month

Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9th of the month.

One Interface File Per Month

Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle.

Weekly Interface Files

Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month.

One Monthly Deferral Processing

6

BAU

Minimum

Service

Service

Transaction

Service Period

Service

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Name

Description of Service

Volume

(in mo.)

Charge

Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9th of the month.

240 Batch Processing Runs

Complete nightly Infinium Benefit Deduction updates.

240 Batch Processing Runs

Provide payroll processing. •  Automated Labor Upload — Service Provider will use the interface from the Service Receiver’s labor system and create the Infinium labor file for payroll processing. Labor Code to Infinium Income code cross reference file updated as required. •  Labor Interface Validation — Service Provider will use the interface from the Service Receiver’s labor system to get totals. Service Provider will then match the Infinium and Service Receiver’s Labor System file. Should discrepancies exist, Service Provider will work with Service Receiver to resolve the issue. •  Payroll Cycle Processing — Service Provider will then create Employee Processing Cycle File, listing of employees with pay, benefit, leave of absence and terminations. A review of employee changes will be conducted by Service Receiver and corrections made if applicable. Employee changes will be added to cycle validation routine for balancing. Delays in Service Receiver responsibilities will delay payroll processing. Service Provider will not be liable for such Service Receiver caused delays. •  Close Upload Labor to Payroll Cycle — Service Provider will upload employee labor to payroll cycle. •  Gross to Net Calculation — Once Infinium releases time sheet data Service Provider will produce the payroll trial balance. •  Payroll Adjustments — Service Provider will update employee pay information and add adjustments to validation routine for balancing as required. •  Print Trial Balance/Approve Payroll — Using the Infinium trial balance Service Provider will create a trial balance report to post payroll and print pay stubs. If Trial Balance does not balance or has errors it must be corrected via update checks and Trial Balance Reran until error free and balanced.

240 Pay Processing Cycles

Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery.

570 Transactions Annually

7

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment.

7000 Transactions Annually

Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider

325 Transactions Annually

Provide stock option manual payroll upon receipt of Xxxxx Xxxxxx stock transaction file using the daily interface from Service Provider

80 Transactions Annually

Provide restricted stock manual payroll upon receipt of Xxxxx Xxxxxx restricted stock transaction file using the daily interface from Service Provider

110 Transactions Annually

Provide quarterly tax dividend payment upon receipt of Xxxxx Xxxxxx dividend transaction file using the quarterly interface from Service Provider

440 Transactions Annually

Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider

140 Transactions Annually

Process payment for unused PTO time upon receipt of notification from systems during year-end

1700 Transactions Annually

Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.]

850 Transactions Annually

Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle.

325 Transactions Annually

Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process.

350 Transactions Annually

Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process.

900 Transactions Annually

8

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver.

200 Transactions Annually

Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process.

50 Transactions Annually

Service Provider will use commercially reasonable efforts to provide post-payroll •  Print/Distribute Check, Vouchers, & Reports — Printed Checks and Vouchers sealed and prepared for shipping distribution per business units instructions. •  ACH Processing — ACH transmitted to clearing house using the Infinium ACH extraction process •  Bank Funding — Wire Transfer to cover payroll using the bank funding report option •  Credit Union Processing — File Transmission to Credit Union using the Infinium direct deposit extract •  Union Reporting — Union report transmitted using the Union employees and Union dues report •  Canadian Bond Processing — Transmission of Canadian Bond File to Royal Bank of Canada using the Canadian bond extract •  Positive Pay — Positive pay file transmitted to Xxxxx Fargo using the positive pay extract file •  Direct Deposit Fund Pullback — Employee funds pulled back or error report with insufficient funds upon Service Receiver’s request to pull back employee direct deposit. Service Provider will use the Shared Service form submission to Xxxxx Fargo to pull back employee direct deposit. Insufficient funds notices are communicated to employees HR administrator for review of how to recover money

250 Cycles Per Month

Provide Infinium month end close once a month rolling month totals, update monthly benefits (Marsh & John Hancock), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month.

20 Companies Per Month

Process Infinium quarter end close once a quarter rolling quarter totals, update quarterly limit

20 Companies Per Month

9

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide Infinium year-end processing. •  Wage & Tax Balancing — Using the wage Base Report balance Employee Earnings and Taxes •  United Way Deduction — Infinium United Way Deduction Change for deduction codes 00800 & 0805 clearing the United Way deduction for the new year •  401K Limit Update -Deduction limit updated with values for year •  Year End Payroll Register — Use the Infinium Year End Payroll Register to archive historical payroll registers •  Hartford-JP Morgan Year End — Use the Infinium Save File to archive Hartford-JP Morgan year end 401K values •  ACS — Use the Infinium Save File to archive ACS year end 401K values •  Infinium W2 Box Updates — Use the Infinium Income & Deduction Reporting Groups to make W2 Box Reporting Reports •  Infinium ADP W2 Box Update — Use the ADP interface for W2 Reporting to create the ADP W2 Box Interface File •  Local Tax Update — Use the notification from locality or Service Receiver to update the local tax table •  Transfers — Clear Q1 Information captured for tax & 401K Limit processing for use in the W2 tax report •  Vinny 1st day report — Use the Infinium Day 1 Report for forecasting •  Payroll Calendar — Use the Infinium Cycle Maintenance to create Service Receiver Payroll Calendars •  W2 — Pension for Group Term Life (GTL) — Service Receiver provides files from ACS & Hartford and Service Provider updates Pensioner’s W2’s •  Highly Compensated Employee Listing — Using an AS400 Query, employees meeting IRS Highly Compensated Listing are found and 401K providers updated with list of highly compensated employees •  Executive Excess Saving Plan Employee Update — Service Receiver provides list of eligible employees for executive excess saving plan which Service Provider uses to update the Executive Excess Saving Plan Employee List provided for roll over into Excess Savings Plan •  New Jersey Disability Year End Update — Using the New Jersey Final Disability Report; Service Provider will update the New Jersey year end payroll entries to record New Jersey final disability entries. •  Infinium Year End Close — Year end close rolls year to day information to previous year and clear year-to-date dollars

20 Companies Per Month

10

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  ADP 4th Quarter & Year End Extract — Using the ADP Extract Program an ADP Year End Interface File is created •  ADP — Balance Year — Using the ADP Year End Reports Year End Statutory Reports & W2 are output •  W2C’s — Using the value center post year-end close entries to update the W2C •  Amended Year End — Use the ADP Extract Program to amended statutory reporting

Provide US Tax Processing. •  ADP Company Profile Update — Use the ADP Tax Header Spreadsheet to update ADP tax reporting set up •  ADP Code Mapping — Use the ADP Mapping Document to map ADP Tax Code to Infinium Tax Code •  Infinium ADP Deduction Table Maintenance — Use the Infinium ADP Tax Code file to output ADP Interface File including the new tax code •  ADP Daily Interface File — Use the ADP Infinium Payroll Tax Extract to create the ADP Receipt of Tax Payment Detail •  Daily Tax Audit Report — Use the Query: ADP Tax Audit Report to validate ADP Daily Tax Interface File •  ADP Daily Tax Funding — Use the ADP Invoice to create ADP Wire Payment •  ADP Unemployment Rate Change — Use the ADP Tax Header Spreadsheet to calculate ADP - Unemployment Payments with New Rate •  ADP Monthly Charges — Use the ADP Invoice to process ADP Payment •  Barnett Monthly Charges — Use the Barnett Invoice to process Barnett Payment •  ADP Quarterly Communication — Use the ADP Quarterly Updates to update the Quarterly Calendar Close Schedule •  Cobra Quarterly Tax Credit Entry — Use the SHPS Cobra Detail summarized and entered into ADP Payroll Tax Input to update the 941 Cobra Credit •  Quarterly Interface File — Use the ADP Infinium Quarterly Tax Extract to create the ADP Quarterly Tax Reporting File •  ADP TAX Reconciliation — Use the Infinium Quarterly Tax Report to reconcile ADP Quarterly Tax Reports •  Quarter Close & Statutory Reporting — Use Service Receiver approval to ADP for Quarterly Processing to make quarterly statutory payments and reporting •  Quarterly Report Distribution ADP — Use the Quarterly Reports Posted to Web Site to distribute Statement of Deposits, 941Cobra Credit, State & Local Wage Detail

Registrations — 10 per month Interfaces — daily Tax Payments — Daily & Quarterly Per Requirements Cobra Reporting — Quarterly Quarterly Reporting Tracer Transactions 20 Monthly Amendments 10 Monthly

11

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  Quarterly Invoice Payments — Use ADP Invoice to make ADP Wire Payments •  Quarterly Federal & State Tax Amendments — Use Quarterly Amendment Filing to amended reporting •  Amendment Payment — Use the invoice to create ADP Wire Payment •  Tracers — Use agency notices to conduct ADP research •  Tracer Payments — ADP agency notice research to make payment of Agency Notices •  Close Tax ID — Use ADP header to close company so no future reporting in ADP •  Close Tax ID — Use the Agency notification of account closed to conduct final reconciliation

Provide Canadian Tax Processing. •  Canadian Tax Withholding — Using Canadian Tax Deductions provided by Service Receiver input Service Provider will complete Employee/Employer Tax Withholding/Liability •  Canadian Tax Payments — Using Payroll Registers provided by Service Receiver, Service Provider will make Canadian Tax Payment •  Year End Pension Calculation — Using the Canadian Pension Plan Policy provided by Service Receiver, Service Provider will compute Pension Plan Calculation •  RL1 & T4 Reporting — Using the Infinium Canadian Year End Process, Service Provider will complete T4 & RL1 Forms & XML Reporting

Weekly Tax Payments Annually T4, T4A & RL Reporting

Provide Puerto Rico Tax Processing. •  Puerto Rico Tax Withholding — Using Tax Deductions Service Provider will calculate tax withholding for Service Receiver •  Puerto Rico Tax Payments — Using Payroll Registers provided by Service Receiver, Service Provider will make Puerto Rico Tax Payments •  Puerto Rico Year End Reporting — Using W2 & W3 Reporting Service Provider will make Employee & Employer Year End Tax Reporting

Weekly Tax Payments Annual W2P & W3P Reporting

Support the legal/regulatory audits documented below. •  ACE — Worker Compensation Audit •  Tax Audits •  D&T Benefit Audit •  SOX Audit •  Disaster Recovery •  ACS — 401K Compliance Testing •  JP Morgan — 401K Compliance Testing •  Data Mining — Payroll

4 Audits/Month

•  Service Provider will run the custom queries documented in Attachment C once a month

Monthly

12

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

Provide Guam Tax Processing. •  GUAM Tax Withholding — Using Tax Deductions provided by Service Receiver, Service Provider will calculate Tax withholding •  GUAM Tax Payments — Using the payroll registers Service Provider will make           GUAM tax payments •  GUAM Year End Reporting — Using W2 & W3 Reporting, Service Provider will make Employee & Employer Year End Tax Reporting

Annual W2G & W3G Reporting

Infinium and HRSS Support/Communication for handling of Service Receiver questions:

HR-Benefits-02

Human Resources, Benefits, Training, & Compliance Support

•  Daily Service Receiver Issue Handling - Service Receiver users can make a phone call or send an email to ask questions related to employee data and/or transactional history stored in Infinium/HRSS; M-F 8-5pm EST except U.S. holidays; •  Data Input Questions Covered in User Manual •  System Requirements-Upgrades/System Changes Maintenance (Federal/State/Local) •  Infinium Canned Reports are available for the service receiver to access and review. Service Provider will be responsible for ensuring that reports required for legal or regulatory requirements run. . •  Coordinate issue resolution as needed with IT, Payroll, SS Accounting, HQ Benefits and/or third party vendors. •  Anything not covered above is considered a special request to be handled using on a Time & Materials basis as outlined in the Additional Pricing Section of this document.

201/month

14

Cost plus 2% - 10% per month

Benefit Administration and Reporting Internal/External:

•  Weekly vendor file feed resolution to national carriers - Service Provider will accept phone or email from Service Receiver or external benefits provider and resubmit corrected file feed or corrected actual employee record based on request. •  Salaried Pension Eligibility file feed questions from field Service Receiver HR staff will be triaged by Service Provider and assist Service Receiver in data correction. •  Validation Reports from Health & Welfare and Pension - Service Provider will receive reports from 3rd party providers listing errors related to health & welfare data and Service Provider will assist Service Receiver HR field staff to make appropriate changes

327/month

Services for Service Receiver supervisors on payrolls that are not administered via the Fort Wayne Infinium System:

•  Service Provider will create and/or update Job/Position Codes upon request from the Service Receiver

50/month

13

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  Service Provider will add an international supervisor as a new hire upon request from the Service Receiver •  Service Provider will attach an international supervisor to an Infinium Employee record upon request from the Service Receiver •  Service Provider will add an international supervisors’ Concur ID to the appropriate record upon request from the Service Receiver           Services for Service Receiver Business Units and/or Infinium Companies that are not supported by local HR staff but administered by HRMS staff in Fort Wayne:

•  Service Provider will create and or update Job/Position Code upon request from the Service Receiver •  Service Provider will enter new hires on personnel side as well as on payroll side upon request from the Service Receiver •  Service Provider will enter salary changes/address changes/title changes/transfers/terminations upon request from the Service Receiver •  Service Provider will perform annual merit increase uploads upon request from the Service Receiver •  Service Provider will communicate with Service Receiver HR contacts from other Service Receiver business units to coordinate both transferring in and out of employees upon request from the Service Receiver •  Service Provider will enter payroll changes including withholding changes/benefit deductions and catch-ups upon request from the Service Receiver •  Service Provider will enter benefit updates including urgent updates upon request from the Service Receiver Service Provider will make Address & Phone number changes upon request from the Service Receiver •  Service Provider will make Benefit Changes due to qualifying event & Annual Open Enrollment upon request from the Service Receiver •  Service Provider will make Annual Salary Merit Increases upon request from the Service Receiver •  Service Provider will make Annual Reviews (if applicable) upon request from the Service Receiver •  Service Provider will make inquiries relating to benefits and/or personnel information upon request from the Service Receiver •  Service Provider will produce Infinium Canned Reports upon request from the Service Receiver

14

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  Year-end Standard Benefit Enrollment Copy to New Plan Year •  Year-end Vendor Meetings for open enrollment file feeds •  Data Input Questions Covered in User Manual •  Support Special Year End File Feeds to National H&W Vendors •  Standard Communication regarding Annual Enrollment & Year End Dates •  Collaborate with Payroll, Finance and IT for Year End Closing Processes using all input from year’s changes and develop project plan to prepare system for enrollment and year-end processing. Project will then be started in July, and meetings with vendors conducted as needed depending on data from customers. ** Changing benefits providers in 2011 will be a special project using Time & Materials rates with specific notification on change.

Each item in this table will be completed once a year

HR-Benefits-03

Training

Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver.

1/month

14

Time and Materials

SS-PayrollAcct-04

Payroll Accounting

Provide Payroll Accounting services. •  Payroll Journals — Service Provider will use the payroll register summary from the Service Receiver to balance and post payroll journals for each payroll cycle for the Service Receiver •  Payroll Balance Sheet Accounts — Service Provider will use the payroll month end close document from the Service Receiver to reconcile the payroll balance sheet accounts for the Service Receiver •  Employee Deductions — Service Provider will use completed payroll cycles document from Service Receiver to remit employee deductions for the Service Receiver •  Employee Benefits for ISP,401 (K) and Insurances — Service Provider will use completed payroll cycles document and payroll queries from Service Receiver to validate, reconcile and remit employee benefits for ISP, 401(k) and insurances for the Service Receiver •  ADP Payroll Taxes — Service Provider will use completed payroll cycles, payroll queries, and ADP invoices from the Service Receiver to validate, reconcile, and remit all Payroll Taxes to ADP •  Interface File Transmission - Service Provider will use completed payroll cycles and payroll queries from the Service Receiver to transmit interface files to 3rd party vendors on behalf of the Service Receiver •  Benefits Reporting — Service Provider will use the year end close information from the Service Receiver to provide annual reporting of benefits to the Service Receiver

1616 annually 3060 annually 220 annually 205 annually 240 annually 195 annually 10 annually

14

Cost plus 2% - 10% per month

15

BAU

Minimum

Service

Service

Transaction

Service Period

Service

#

Name

Description of Service

Volume

(in mo.)

Charge

•  ADP Federal and State Taxes — Service Provider will use tax extract and file feed from ADP from Service Receiver to journalize ADP Federal and State Tax Activity for the Service Receiver •  ADP Mid Year Conversions — Service Provider will use YTD tax amounts information from Service Receiver to perform ADP midyear conversions for the Service Receiver •  Non-supported ADP — Service Provider will use completed payroll cycles information from Service Receiver to remit non-supported ADP taxes for the Service Receiver •  Control Files for 401(k) and ISP- Service Provider will use information from business units or HQs from the Service Receiver to maintain and control files for 401(k) and ISP for the Service Receiver •  Payroll Bank Account — Service Provider will use bank account statements from the Service Receiver to reconcile payroll bank accounts for the Service Receiver •  Unclaimed Payroll Property- Service Provider will use bank account statements from Service Receiver to manage unclaimed payroll property for the Service Receiver •  Automated Bank Functions- Service Provider will use cleared bank files from the Service Receiver to process post cleared checks in the Infinium payroll •  Year to Date Analysis for 401k— The Service Provider will use the Year End Payroll Close from an internal business unit within the Service Provider to calculate 401k Year to Date totals for employee, employer, and loans and provide report by vendor to the Service Receiver.

240 annually 5 annually 12 annually 30 annually 24 annually 200 annually 12 annually 3 annually

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below

16

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
SS-Payroll-05		HR/Payroll/Benefits Migration		Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include:		Time and Materials Based on Additional Pricing Section
				•  Support of data extraction requests from the Service Receiver •  Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions
				Service Provider will provide the following knowledge transfer services:
SS-Payroll-06		HR/Payroll/Benefits Knowledge Transfer		•  Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to Payroll/HR/Benefit services		Time and Materials Based on Additional Pricing Section

17

Supplemental Services

For requests for supplemental services relating to HR, Benefits and Payroll by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to Canada and USA locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A.
•		Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration.
•		Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider.
•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

18

• Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Provider’s general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice.

Dependencies

•		Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect.
•		Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect.
•		Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect.
•		Security and access controls will be maintained as set forth in the Master Services Agreement.
•		The services documented within this agreement must be exited at the same time and as such cannot be exited in parts.

19

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attention: Joe Daniel
Joe.daniel@exelisinc.com

If to the Service Receiver:
Xylem Inc.
2881 E Bayard Street
Seneca Falls, NY 13148
Attention: Linda Lynch
Linda.lynch@xyleminc.com

SERVICE LEVEL

Service Provider will classify incidents at its own discretion which are received using High, Medium, or Low. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented below for SS-Payroll-01, HR-Benefits-02, and HR-Benefits-03:

SLA		Response Time		Resolution
High		Within 24 hours of receiving notification during normal business hours		Within 24 — 48 hours of response during normal business hours
Medium		Within 48 hours of receiving notification during normal business hours		Within 48 — 120 hours of response during normal business hours
Low		Within 120 or more hours of receiving notification or as scheduled during normal business hours		Within 120 hours of response during normal business hours

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

20

Premises at Fort Wayne

In addition to the services provided above, Service Provider will provide office space for two Service Receiver employees (“SREEs”) to its facilities at 1950 West Cook road, Fort Wayne, IN 46818 (the “Premises”). Access will include approximately 200 square feet of work space, and 2 desks located at the Premises and access to the internet, phone, and a printer. Included within the rental rate will be electrical, housekeeping, and pantry. Mail and reception service will not be provided.

General

•		Fixed assets on the books of the Service Provider as of the date of the ITT separation will remain the property of the Service Provider during and at the end of the term.
•		Fixed assets on the books of the Service Receiver as of the date of the ITT separation will remain the property of the Service Receiver during and at the end of the term.
•		Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate.
•		SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times.

Prohibitions

Service Receiver is prohibited from the following without the Service Provider’s consent:

•		Making any changes to the physical layout of the Premises or any capital improvements
•		Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former ITT Corporation employees. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises. SREEs and their visitors must adhere to the facility’s access requirements at all times.
•		Service Receiver will not be allowed to access Service Provider’s computer network. The SREEs will be allowed to access Service Receiver’s own computer network via wireless or landline data connections on the Premises.
•		Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former ITT Corporation employees will be permitted access to the Premises. Assignment of this agreement requires landlord approval in writing.
•		Service Receiver agrees not to put up any external or internal signs during the term of the agreement.

21

Service Receiver’s Responsibilities

•		Service Receiver will be required to provide and pay for all support and services required to move out of the facility at the end of the term. If Service Receiver requires contractors to assist them in moving out of the facility, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility.
•		Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Tenant must return rented space to pre move in condition, with the exception of the offices, which should be left in an “as is” condition.
•		Service Receiver agrees to abide by all rules and regulations set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider
•		Service Receiver agrees that all cabling that is used to attached Service Receiver’s PC’s to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term.
•		The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider

Term

• The TSA for the Premises shall automatically expire 3 months after this TSA for Payroll Services, unless terminated earlier by notice to the Service Provider at least 90 days in advance of the date Service Receiver desires to terminate this portion of the TSA for space at the Premises. There shall be no make-whole or other fee due to Service Provider for early termination.

Pricing for Space at the Premises

During 2011		Cost plus 2% - 10% per month
From January 1, 2012 through December 31, 2012		Cost plus 2% - 10% per month
From January 1, 2013 through the end of the Term		Cost plus 2% - 10% per month

The prices set forth above solely with respect to space at the Premises include the 2% or 10% increase for profit and the 4.5% annual increase for inflation. Sales and use or other taxes are not included in the above mentioned pricing.

22

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

23

ATTACHMENT A

Inbound Interfaces:

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Dependents		ACS		Infinium		ACS
				ACS Salary ISP and Pension		ACS		Infinium		ACS
				Create ADP Tax Journal		ADP		Infinium		ADP
				Maintain ADP Tax Controls		ADP		Infinium		ADP
				ADP Periodic & Qtrly File Downld		ADP		Infinium		ADP
				ADP Balance Report		ADP		Infinium		ADP
				Refresh ADP Employee Number		ADP		Infinium		ADP
				Unemployement emps		Xxxxxxx		Infinium		Xxxxxxx
				US_RELOWAGE_UPDATE.CARTUS		CARTUS		Infinium		CARTUS
				Send Cartus Receipt of gr		CARTUS		Infinium		CARTUS
				Concur — Employee Master File Feed		Concur		Infinium		Concur
				Employee information		Concur		Infinium		Concur Expense
				FTP Employee information		Concur		Infinium		Concur
				Export Employees to Concur		Concur		Infinium		Concur
				US Bank — Concur Travel		Concur		Infinum		Concur
				Garnishments		County Government		Infinium		County Government
				Empire Eligbility and HDHP Mellon pass thru		Empire/Blue		Infinium		Empire/Blue
				800 EVHR employee Infinium Data feed to (800)(Kronos) System		ITT		Infinium		Kronos
				Employee feed 500		ITT		Infinium		Xxxxxx
				Xxxxxx’x Full Employee Master Update To Cim		ITT		Infinium		Xxxxxx
				Download Employee Date to IPG -Daily (ER 810 92SHR)		ITT		Infinium		Goulds

24

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Prudential Demographics 880		Prudential		Infinium		Prudential
				Prudential Demographics 881		Prudential		Infinium		Prudential
				Send Prudential Demographics Systems		Prudential		Infinium		Prudential
				Prudential Systems Demographics(ENI, CAP, CMC, ECI)		Prudential		Infinium		Prudential
				Cobra — New Hire		SHPS		Infinium		SHPS
				FSA — Deduction feed to SHPS		SHPS		Infinium		SHPS
				Stock Options Eligibility		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx CODES FILE		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx EMAIL ADDRESSES		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx PARTICIPANTS		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				New Hire		State of Indiana		Infinium		State of Indiana
				WebMD ELIGIBILITY		WebMD		Infinium		WebMD
				FTP CCUSECHD2 — Well Fargo password change		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to send payroll ACH file to Xxxxx Fargo		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to run entire Xxxxx Fargo pos pay process		Xxxxx Fargo		Infinium		Xxxxx Fargo
				modified International ACH file for ALL of CANADA		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Direct deposit transmission		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Send Check Recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Re-send check recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Payroll ACH		Xxxxx Fargo		Infinium		Xxxxx Fargo

25

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Active Directory		ITT		Infinium		ITT
				HM Update Health Mast — Defense Companies		ITT — HM		Infinium		HM
				Hyperion Planning — Build Transmission file		ITT Hyperion		Infinium		Hyperion
				SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system		ITT SAP		Infinium		SAP P2P
				Send file to Xxxxxxx		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				Xxxx Xxxxxxx Eligbility		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				401K Feedback file from XX Xxxxxx		XX Xxxxxx		Infinum		XX Xxxxxx
				KAISER ELIGIBILITY		Kaiser Permanete		Infinium		Kaiser Permanete
				Transmit file to Life Plus for Xxxxx		Xxxxx		Infinium		Xxxxx
				Upload Life Plus file		Xxxxx		Infinium		Xxxxx
				LifePlus Eligibility		Xxxxx		Infinium		Xxxxx
				HSA Send Extract File From Robot Job		Mellon		Infinium		Mellon
				Medco Prescription		Merck Medco		Infinium		Merck Medco
				Metlife ltd/std mth — GL Advices		Metlife Advices		Infinium		Metlife
				Metlife LTD/STD ( Menu option)		Metlife Advices		Infinium		Metlife
				Metlife Dental		Metlife Dental		Infinium		Metlife Dental
				Print Voluntary Accident Monthly report data		National Union Fire		Infinum		National Union Fire
				PACIFICARE ELIG		PACIFICARE		Infinium		PACIFICARE
				Prudential Loans Systems		Prudential		Infinium		Prudential
				ENI Prudential Dollar Send — 800		Prudential		Infinium		Prudential
				CAP Prudential Dollar Send -881		Prudential		Infinium		Prudential
				ECI Prudential Dollar Send — 883		Prudential		Infinium		Prudential

26

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				AC ISP Rate change file		ACS		ACS		Infinium
				Dependents		ACS		Infinium		ACS
				ACS Salary ISP and Pension		ACS		Infinium		ACS
				Create ADP Tax Journal		ADP		Infinium		ADP
				ADP Qtrly Unempl Process		ADP		ADP		Infiniium GL
				Maintain ADP Tax Controls		ADP		Infinium		ADP
				ADP Periodic & Qtrly File Downld		ADP		Infinium		ADP
				ADP Balance Report		ADP		Infinium		ADP
				Refresh ADP Employee Number		ADP		Infinium		ADP
				SAVINGS BOND CONT FL		BANK OF CANADA		Infinium		BANK OF CANADA
				Unemployement emps		Xxxxxxx		Infinium		Xxxxxxx
				To update Infinium HR; contains pension data		Buck		Buck		Infinium
				Load and List wage request file from Cartus		CARTUS		CARTUS		Infinium
				Load Cartus file and process-batch job		CARTUS		CARTUS		Infinium
				Bring in Cartus Wage Request file		CARTUS		CARTUS		Infinium
				Load Cartus Gross Ups		CARTUS		CARTUS		Infinium
				US_RELOWAGE_UPDATE.CARTUS		CARTUS		Infinium		CARTUS
				Send Cartus Receipt of gr		CARTUS		Infinium		CARTUS

27

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Re-Apply Concur (PYPME History) to Payroll		Concur		Concur		Infinium
				Concur — Load Employees from INFIN		Concur		Concur		Infinium
				Expense transations		Concur		Concur		Infinium
				CONCUR — travel process expense records		Concur		Concur		Infinium
				Concur- Employee Master File Feed		Concur		Infinium		Concur
				Employee information		Concur		Infinium		Concur E-Xpense
				FTP Employee information		Concur		Infinium		Concur
				Export Employees to Concur		Concur		Infinium		Concur
				US Bank — Concur Travel		Concur		Infinum		Concur
				Garnishments		County Government		Infinium		County Government
				Empire Eligbility and HDHP Mellon pass thru		Empire/Blue		Infinium		Empire/Blue
				Labor feed 800		Infinium		B&G		Infinium
				Labor feed CQC		Infinium		Canada		Infinium
				Canadian Kronos Labor interface to Infinium		Infinium		Canada Krono		Infinium
				Labor To Daily Time (CPSAL)		Infinium		CPSAL		Infinium
				Labor Load (FFSAL)		Infinium		FFSAL		Infinium
				Labor Load (FISAL)		Infinium		FISAL		Infinium
				Labor feed 831		Infinium		FLOBW		Infinium
				Labor feed 800		Infinium		Flojet		Infinium
				labor laod(FLSAL)		Infinium		FLSAL		Infinium
				Labor Load (GPH9V)		Infinium		G9H		Infinium
				Labor load (GPH9W)		Infinium		G9H		Infinium
				Labor feed 835		Infinium		Xxxxx Pumps -WTG		Infinium
				Labor feed 800		Infinium		Heat		Infinium
				After Posting CL-Create GL Interface Files		Infinium		Infinium		Infinium
				Time(LEOSAL)		Infinium		LEOSAL		Infinium
				Time(XXXXX)		Infinium		XXXXX		Infinium

28

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Labor feed 860		Infinium		Rule Hr		Infinium
				Labor feed 860		Infinium		Rule Xxx		Infinium
				Time(WPC)		Infinium		WCP		Infinium
				Time(WEDBW)		Infinium		WEDBW		Infinium
				Promotions		Infinium		Excel		Infinium
				Salary Changes		Infinium		Excel		Infinium
				FTC Employee Master to be FTP		ITT		Infinium		Infinium
				FTCGL to be sent out to FTC		ITT		Infinium		Infinium
				Goulds GL to be FTP		ITT		Infinium		Infinium
				Goulds Flowtronex GL to be FTP		ITT		Infinium		Infinium
				Creates and Builds GL recs for a Cycle code		ITT		Infinium		Infinium
				Employee information 800		ITT		Infinium		B&G
				Kronos employee download CQC		ITT		Infnium		Canadian companies
				Generic GL Interface File		ITT		Infinium		Infinium
				Active Directory		ITT		Infinium		ITT
				FLYGT EMP FEED		ITT — FLYGT		Infinium		FLYGT
				HM Update Health Mast — Defense Companies		ITT — HM		Infinium		HM
				Hyperion Planning- Build Transmission file		ITT Hyperion		Infinium		Hyperion
				SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system		ITT SAP		Infinium		SAP P2P
				Send file to Xxxxxxx		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				Xxxx Xxxxxxx Eligbility		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				Receive Long Term Care file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive LongTerm Care Billing file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Copy from Tape J&HKVI data to file XPYPJHI		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive life plus file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				401K Feedback file from XX Xxxxxx		XX Xxxxxx		Infinum		XX Xxxxxx
				401K Hourly to XX Xxxxxx		XX Xxxxxx		XX Xxxxxx		Infinium
				KAISER ELIGIBILITY		Kaiser Permanete		Infinium		Kaiser Permanete
				Transmit file to Life Plus for Xxxxx		Xxxxx		Infinium		Xxxxx
				Upload Life Plus file		Xxxxx		Infinium		Xxxxx
				Life Plus Eligibility		Xxxxx		Infinium		Xxxxx
				Receive Life Plus Input File		Xxxxx		Xxxxx		Infinium

29

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Medco Prescription		Merck Medco		Infinium		Merck Medco
				Metlife ltd/std mth — GL Advices		Metlife Advices		Infinium		Metlife
				Metlife LTD/STD ( Menu option)		Metlife Advices		Infinium		Metlife
				Metlife Dental		Metlife Dental		Infinium		Metlife Dental
				Print Voluntary Accident Monthly report data		National Union Fire		Infinum		National Union Fire
				PACIFICARE ELIG		PACIFICARE		Infinium		PACIFICARE
				Receive and process autotime — car allowance		Runzheimer		Runzheimer		Infinium
				Receive and process Can AT — car allowance		Runzheimer		Runzheimer		Infinium
				Re-Apply Runzheimer (PYPME History) to Payroll		Runzheimer		Runzheimer		Infinium
				Cobra — New Hire		SHPS		Infinium		SHPS
				FSA — Deduction feed to SHPS		SHPS		Infinium		SHPS
				Stock Options Eligibility		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx CODES FILE		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx EMAIL ADDRESSES		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx PARTICIPANTS		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Receive Xxxxx Xxxxxx Options		Xxxxx Xxxxxx		Xxxxx Xxxxxx		Infinium
				Receive Xxxxx Xxxxxx Restricted		Xxxxx Xxxxxx		Xxxxx Xxxxxx		Infinium
				New Hire		State of Indiana		Infinium		State of Indiana
				United Way Upload to PYPDE		United Way		United Way		Infinium
				WebMD ELIGIBILITY		WebMD		Infinium		WebMD
				FTP CCUSECHD2 — Well Fargo password change		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to send payroll ACH file to Xxxxx Fargo		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to run entire Xxxxx Fargo pos pay process		Xxxxx Fargo		Infinium		Xxxxx Fargo
				modified International ACH file for ALL of CANADA		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Direct deposit transmission		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Send Check Recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Re-send check recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Payroll ACH		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to receive check recon file from Xxxxx Fargo		Xxxxx Fargo		Xxxxx Fargo		Infinium
				Receive Check recon		Xxxxx Fargo		Xxxxx Fargo		Infinium

30

ATTACHMENT B

The following table documents the process day for the in-scope pay cycles:

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

GOULDS PUMPS CANADA (IPG)

CGOBW

Bl WEEKLY CGO

B

X

Pay Week — Monday

ITTCO

Mon — 2pm

ONTARIO PRO SERVICES CENTER

CONBW

Bl WEEKLY CON

B

X

Pay Week — Monday

ITTCO

Mon — 2pm

ITT XXXXXX

BIWBW

BIWBI WEEKLY

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT XXXXXX

BIWHR

BIW HOURLY

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT XXXXXX

BWCAN

Bl WEEKLY XXXXXX

B

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITT XXXXXX

HRCAN

XXXXXX HOURLY EMPLOYEES

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITTVEAM, LLC

BWVEA

VEAM SALARY

B

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITTVEAM, LLC

HRVEA

HOURLY VEAM

B

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITT CORPORATION

BWIND

ITT INDUSTRIES BI-WEEKLY

B

X

Pay Week — Tuesday

Unknown

Tues — 2pm

COMPUTER & EQUIP LEASING CORP

CELBW

COMPUTER & EQUIP LEASING

B

X

Non Pay Week — Friday

Unknown

Tues — 2pm

ITT TRANSPORTATION XXXX XXXX

XXXXX

XXX XX

X

X

Non Pay Week — Friday

Unknown

Tues — 2pm

ITT FLUID TECHNOLOGY

AERHR

AEROSPACE HOURLY AH

W

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITT FLUID TECHNOLOGY

AESAL

AEROSPACE SALARY AP

B

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITT FLUID TECHNOLOGY

AMOHR

AMORY HOURLY FH

W

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITT FLUID TECHNOLOGY

AMSAL

AMORY SALARY FS

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

31

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

ITT R&CW CANADA

FPCAS

FLUID PRODUCTS

B

X

Pay Week — Monday

WaterCO

Mon — 2pm

ITT WATER & WASTEWATE

FLCAN

BI WEEKLY FLYGT

B

X

Non Pay Week —

WaterCO

Mon — 2pm

ITT CORPORATI

BWIND

ITT INDUSTRIES

B

X

Pay Week — Tuesday

Unknown

Tues — 2pm

COMPUTER & EQUIP

CELBW

COMPUTER & EQUIP

B

X

Non Pay Week —

Unknown

Tues — 2pm

ITT

BWGRP

TDS BW

B

X

Non Pay

Unknown

Tues — 2pm

ITT FLUID TECHNOLOGY

BGSAL

XXXX & XXXXXXX

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

BGUN

BELL& XXXXXXX

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

CONHR

CONOFLOW HOURLY CH

W

X

Pay Week — Monday

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

COSAL

CONOFLOW SALARY CN

B

X

Non Pay Week —Friday

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

CPSAL

CUSTOM PUMPS SALARY

B

X

Non Pay Week — Thursday

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

FLOBW

FLOJET BI WEEKLY

B

X

Non Pay Week —

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

FTCBW

FTC BI WEEKLY

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

ITT FLUID TECHNOLOGY

GRSAL

GRINDEX SALARY GR

B

X

Non Pay Week —Friday

Unknown

Tues — 2pm

ITT FLUID TECHNOLOGY

HTUN

HEAT TRANSFER

W

X

Pay Week — Monday

WaterCO

Tues — 2pm

ITT FLUID

RCSAL

R&CW HQ

B

X

Pay Week —

WaterCO

Tues — 2pm

ITT FLUID

SHBW

SHEROTEC

B

X

Non Pay

Unknown

Tues — 2pm

ITT FLUID TECHNOLOGY

SHHR

SHEROTEC HOURLY ST

W

X

Pay Week — Monday

Unknown

Tues — 2pm

ITT FLUID

WTBW

WET

B

X

Pay Week —

Unknown

Tues — 2pm

XXXXX

LTSAL

XXXXX

B

X

Pay Week —

WaterCO

Tues — 2pm

ITT CORPORATI

FRCSA

XXXXX SHARED

B

X

Non Pay Week —

Unknown

Tues — 2pm

ITT GOULDS PUMPS PA

H9XSA

ASHLAND SALARY

B

X

Non Pay Week —

Unknown

Tues — 2pm

ITT GOULDS PUMPS TEXAS

H9WSA

TX TURBINE & PRO SHOP SALARY

B

X

Non Pay Week — Thursday

WaterCO

Tues — 2pm

FLOWTRONE X PSI INC

FLOBW

FLOWTRONE X PSI BW

B

X

Non Pay Week —

WaterCO

Tues — 2pm

ITT WATER

9XLWS

WATER TEC

B

X

Non Pay

WaterCO

Tues — 2pm

32

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

ITT WATER TECHNOLOG

92WTG

WATER TECH WEEKLY

W

X

Pay Week — Monday

WaterCO

Tues — 2pm

XXXXXX PUMPS OF

WKGWP

XXXXXX PUMP

W

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

XXXXXX PUMPS OF

BWGWP

XXXXXX PUMP Bl -

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

ITT WATER & WASTEWATE R IN LLC

FISAL

MINERVA SALARY BIWEEKLY

B

X

Non Pay Week —Friday

WaterCO

Tues — 2pm

ITT WATER & WASTEWATE

FFSAL

FLYGT FLORIDA XXX

B

X

Non Pay Week —

WaterCO

Tues — 2pm

ITT RULE

RUSAL

RULE SALARY

B

X

Pay Week —

WaterCO

Tues — 2pm

ADVANCED WATER

WPC

WATER POLUTION

B

X

Pay Week — Monday

WaterCO

Tues — 2pm

SRP ACQUISITION CORP

ROYCE

SRP ACQUISITION CORP

B

X

Pay Week — Monday

WaterCO

Tues — 2pm

WEDECO INC

WEDBW

WEDECO BW

B

X

Pay Week —

WaterCO

Tues — 2pm

THE XX XXXXXXX

LEOSA

XXXXXXX XX

B

X

Pay Week — Monday

WaterCO

Tues — 2pm

NOVA ANALYTICS

BWEXE

Bi-Weekly Executive

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

NOVA ANALYTICS EUROPE LLC

BWNAE

BW NOVA ANALYTICS EUROPE LLC

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

GLOBAL WATER INSTRUMEN TATION

BWGWI

BW GLOBAL WATER INSTRUMEN TATION

B

X

Non Pay Week Tuesday

WaterCO

Tues — 2pm

BELLINGHA M&

BWBSI

BELLINGHA M&

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

AANDERAA DATA INSTRUMEN

BWADI

BW AANDERAA DATA

B

X

Pay Week — Tuesday

WaterCO

Tues — 2pm

33

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

ITT FLUID TECHNOLOGY

CTBW

C’TREAT BW

B

X

Non Pay Week -Friday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

EVHR

ENG VALVES HOURLY

W

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

EVSAL

ENG VALVES SALARY EV

B

X

Non Pay Week -Friday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

GRSAL

GRINDEX SALARY GR

B

X

Non Pay Week -Friday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

MFCBW

MOTION FLOW CONTROL SALARY

B

X

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

SHBW

SHEROTEC BW

B

X

Non Pay Week -Friday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

SHHR

SHEROTEC HOURLY ST

W

X

Pay Week - Monday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

WTBW

WET

B

X

Pay Week - Monday

Unknown

Tues - 2pm

ITT GOULDS PUMPS

CARBN

CARBON INDUSTRIES

B

X

Non Pay Week -Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

EVZHR

DIV-IPG, UNITS XX,XX,QU WEEKLY

W

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

H9WPS

PRO SHOP SALARY TX-BI-WEEKLY

B

X

Pay Week - Monday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

PROBW

BI WEEKLY CYCLE

B

X

Non Pay Week -Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

9XLCS

CITY OF INDUSTRY SALARY

B

X

Non Pay Week -Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

9XLSA

XXXXX’X IPG BI-WEEKLY SALARY

B

X

Non Pay Week -Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

92SHR

SF UNION -IPG-SU, CPG-WU WKLY

W

X

Pay Week - Monday

ITTCO

Tues - 2pm

34

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Paid Current

Process Day

NEWCO

Required By

ITT CORPORATION( FRC)

FRCSA

XXXXX SHARED SERVICES

B

X

Non Pay Week — Thursday

Unknown

Tues — 2pm

ITT GOULDS PUMPS PA

H9XSA

ASHLAND SALARY

B

X

Non Pay Week —Friday

Unknown

Tues — 2pm

ITT GOULDS PUMPS XXX

X0XXX

IPG SALARY

B

X

Non Pay Week — Thursday

ITTCO

Tues — 2pm

ITT ENERGY ABSORPTION(ENIDINE)

EAHR

ENIDINE WEEKLY HOURLY EA

W

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT ENERGY ABSORPTION(ENIDINE)

EASAL

ENIDINE BI-WEEKLY SALARY EA

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT ENERGY ABSORPTION (CAP)

CAHR

CAP WEEKLY HOURLY CA

W

X

Pay Week — Monday

ITTCO

Tues — 2pm

ITT ENERGY ABSORPTION (CAP)

CASAL

CAP BI-WEEKLY SALARY CA

B

X

Non Pay Week —Friday

ITTCO

Tues — 2pm

ITT CONTROLS (CMC)

XXXX

BILLERICA HOURLY CM

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT CONTROLS (CMC)

BISAL

BILLERICA Bl WEEKLY SALARY CM

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT CONTROLS (CMC)

CMHR

CMC BI-WEEKLY HOURLY CM

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT CONTROLS (CMC)

CMSAL

CMC BI-WEEKLY SALARY CM

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT-KALIBURN INC.

KBHR

KALI BURN HOURLY (BI-WEEKLY)

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT-KALIBURN INC.

KBSAL

KALI BURN SALARY (BI-WEEKLY

B

X

Pay Week — Tuesday

ITTCO

Tues — 2pm

ITT KONI

BWFRI

KONI FRICTION SALARIED

B

X

Non Pay Week — Thursday

ITTCO

Tues — 2pm

ITT KONI

BWKON

BI WEEKLY KONI

B

X

Non Pay Week — Thursday

ITTCO

Tues — 2pm

35

ATTACHMENT C

Custom Queries to be run once a month by service provider:

		Application Used to
Query/Report Name		Produce Information		Provider		Information Supplied		Frequency of Request
DWA87200_MonthYear		Infinium Query		Xxxxxx Xxxxx		Salaries Information of employees on Severance (Income Codes 00140 and 00270)		Monthly
Payroll by Individual		Business Objects		Xxxxx Xxxxxxx		Payroll information of HQ Employees with names and cost centers		Monthly
Headcount		Business Objects		Xxxxxx Xxxx		Payroll information of HQ Employees with names and cost centers		Monthly

36

SCHEDULE CB2
SECURITY OPERATIONS CENTER

     Schedule Intentionally Deleted Prior to Distribution Date

1

SCHEDULE CB3
INFINIUM APPLICATION SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Xxx Xxxxxxxx Exelis Inc.		Enterprise Applications Manager		(000) 000-0000		xxx.xxxxxxxx@xxxxxxxxx.xxx
Xxxxx Xxxxxxxx Xylem Inc.		IT Director, Corporate Functions and PMO		(000) 000-0000		xxxxx.xxxxxxxx@xxxxxxxx.xxx

GENERAL SERVICE DESCRIPTION

Service Provider will provide Infinium Application Support Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide Infinium Application HR, Payroll, and General Ledger Related Support Services:

IT-Infinium-01

Infinium Application HR, Payroll and related GL Support Services

•     Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

18

Costs will be passed through as part of the HR/Payroll/Benefits TSA

•     Infinium Support & Maintenance — Service Provider will monitor incident resolution requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

65 calls/ month

•     Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

6 calls/ month

•     Custom reports and data extracts will be provided as necessary to support legal, audit and compliance tasks when requested by authorized individuals.

•     Ad-Hoc development/services or processing of reports consistent with what was provided in the

2

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

12 months prior to the distribution date will be supported as part of this agreement. Any new Ad-Hoc reporting requirements will be considered out-of-scope and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

•     Any modification of 3rd Party Interfaces consistent with support of BAU or seasonal business processes which were provided with existing internal resources in the 12 months prior to the distribution date will be supported as part of this agreement. Any changes to 3rd party relationships which require new interface modifications or re-writes are not included as part of the scope of this agreement and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

Provide Infinium Application General Ledger Support for Enterprise Accounting Function:

IT-Infinium-02

Infinium Application GL Services for Enterprise Accounting Function Support Services

•     Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

18

Costs will be passed through as part of General Ledger Accounting — ITT HQ TSA

•     Infinium Support & Maintenance — Service Provider will monitor incident resolution requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

65 calls/ month

3

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

•     Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

6 calls/ month

•     Custom reports and data extracts will be provided as necessary to support legal, audit and compliance tasks when requested by authorized individuals.

•     Ad-Hoc development/services or processing of reports consistent with what was provided in the 12 months prior to the distribution date will be supported as part of this agreement. Any new Ad-Hoc reporting requirements will be considered out-of-scope and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

•     Any modification of 3rd Party Interfaces consistent with support of BAU or seasonal business processes which were provided with existing internal resources in the 12 months prior to the distribution date will be supported as part of this agreement. Any changes to 3rd party relationships which require new interface modifications or re-writes are not included as part of the scope of this agreement and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

Provide Infinium Accounts Payable and Currency Management Support for Enterprise Accounting Function:

IT-Infinium-03

Infinium Application AP and CM Support Services

•     Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server

18

Costs will be passed through as part of General Ledger Accounting–ITT HQ

4

and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

•     Infinium Support & Maintenance — Service Provider will monitor incident resolution requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

20 calls/ month

•     Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

6 calls/ month

*		BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin.
*		For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue).

Services that will not be provided as part of this agreement are:

• Employee Self Service Module (including Online Benefits Enrollment)

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]		No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement		Steady-State fee structure for requisite service as documented below

5

Scenario		One-Time Setup Fees		Monthly Fees
Service Volume greater or less than BAU		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement		Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service.

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Service #		Service Name		Description of Service		Service Charge ($/hour)
				Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include:
IT-Infinium-04		Infinium Migration		•     Support of data extraction requests from the Service Receiver		Time and Materials Based on Additional Pricing Section
				•     Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details
				Service Provider will provide the following knowledge transfer services:
IT-Infinium-05		Infinium Knowledge Transfer		•     Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Infinium Application and related interfaces		Time and Materials Based on Additional Pricing Section

6

Supplemental Services

For requests for supplemental services relating to Infinium Application support services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA to Canada and USA locations for HR and payroll, and White Plains, NY for GL, AP, and CM.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A.
	•		Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement.
	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

7

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
Xylem Inc.
000 Xxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment B.

In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be

8

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)

Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

9

ATTACHMENT A

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				AC ISP Rate change file		ACS		ACS		Infinium
				To update Infinium HR; contains pension data		Buck		Buck		Infinium
				Load and List wage request file from Cartus		CARTUS		CARTUS		Infinium
				Load Cartus file and process-batch job		CARTUS		CARTUS		Infinium
				Bring in Cartus Wage Request file		CARTUS		CARTUS		Infinium
				Load Cartus Gross Ups		CARTUS		CARTUS		Infinium
				Re-Apply Concur (PYPME History) to Payroll		Concur		Concur		Infinium
				Concur — Load Employees from INFIN		Concur		Concur		Infinium
				Expense transations		Concur		Concur		Infinium
				CONCUR — travel process expense records		Concur		Concur		Infinium
				Labor feed 800		Infinium		B&G		Infinium
				Labor feed CQC		Infinium		Canada		Infinium
				Canadian Kronos Labor interface to Infinium		Infinium		Canada Krono		Infinium
				Labor To Daily Time (CPSAL)		Infinium		CPSAL		Infinium
				Labor Load (FFSAL)		Infinium		FFSAL		Infinium
				Labor Load(FISAL)		Infinium		FISAL		Infinium

10

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Labor feed 831		Infinium		FLOBW		Infinium
				Labor feed 800		Infinium		Flojet		Infinium
				labor laod(FLSAL)		Infinium		FLSAL		Infinium
				Labor Load (GPH9V)		Infinium		G9H		Infinium
				Labor feed 810		Infinium		Xxxxx Pumps — EVZ		Infinium
				Labor feed 835		Infinium		Xxxxx Pumps — WTG		Infinium
				Labor feed 800		Infinium		Heat		Infinium
				Labor feed 905		Infinium		Koni Xxx		Infinium
				Labor feed for Olympic		Infinium		Olympic		Infinium
				Time(XXXXX)		Infinium		XXXXX		Infinium
				Labor feed 860		Infinium		Rule Hr		Infinium
				Labor feed 860		Infinium		Rule Xxx		Infinium
				Time(WPC)		Infinium		WCP		Infinium
				Labor Load (BIWHR)		Infinium		BIWHR		Infinium

11

Interface Name		Program Name		Business Purpose		Vendor		Source System		Destination System
				Promotions		Infinium		Excel		Infinium
				Salary Changes		Infinium		Excel		Infinium
				FTC Employee Master to be FTP		ITT		Infinium		Infinium
				FTC GL to be sent out to FTC		ITT		Infinium		Infinium
				Goulds GL to be FTP		ITT		Infinium		Infinium
				Xxxxxx’x Full Employee Master Update To Cim		ITT		Infinium		Xxxxxx
				Send file to Xxxxxxx		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				Xxxx Xxxxxxx Eligbility		Xxxx Xxxxxxx		Infinium		Xxxx Xxxxxxx
				Receive Long Term Care file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive Long Term Care Billing file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Receive life plus file		Xxxx Xxxxxxx		Xxxx Xxxxxxx		Infinium
				Upload Life Plus file		Xxxxx		Infinium		Xxxxx
				Send Prudential Demographics Systems		Prudential		Infinium		Prudential
				Prudential Systems Demographics(ENI, CAP, CMC, ECI)		Prudential		Infinium		Prudential
				Receive and process autotime — car allowance		Runzheimer		Runzheimer		Infinium
				Xxxxx Xxxxxx EMAIL ADDRESSES		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Xxxxx Xxxxxx PARTICIPANTS		Xxxxx Xxxxxx		Infinium		Xxxxx Xxxxxx
				Receive Xxxxx Xxxxxx Restricted		Xxxxx Xxxxxx		Xxxxx Xxxxxx		Infinium
				Re-send check recon to bank		Xxxxx Fargo		Infinium		Xxxxx Fargo
				Payroll ACH		Xxxxx Fargo		Infinium		Xxxxx Fargo
				CLP to receive check recon file from Xxxxx Fargo		Xxxxx Fargo		Xxxxx Fargo		Infinium
				Receive Check recon		Xxxxx Fargo		Xxxxx Fargo		Infinium

12

ATTACHMENT B

Following are the incident priorities and expected resolution target times:

Priority		Accept		Resolve Incidents
Xxxxxx		00 xxxx		0 xx
Xxxx		0 xx		4 hrs
Medium		2 hrs		8 hrs
Low		4 hrs		48 hrs

Priority of Incidents

Urgent: System/Component or Program is inoperable, Multiple users effected. No alternatives or backup is available.

High: Single user with a System/Component or Program that is inoperable. Component degraded with limited access or functionality. A Workaround is available.

Medium: Job functions can be performed with some restricted functionality. Training, questions or concerns need to be addressed but production is not affected.

Low: Attention is needed to assist in non-critical situations. A workaround is available.

Recovery Times

In the event of a hardware failure, the hardware vendor will be engaged for repair or replacement. The anticipated outage period for an event of this nature is 16 hours.

In the event of a failure which results in the database having to be restored, the anticipated outage would be 6+ hours.

13

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

								Already agreed to
		Service Description						with Service
Item Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

		Outcome
Item Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

14

SCHEDULE CB4

XXX.XXX EMAIL FORWARDING INFRASTRUCTURE

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this service should be directed to:

Name		Title		Phone		e-mail
Service Provider
Xxxxxxxx Xxxxxx		Messaging Manager		(000) 000-0000		xxxxxxxx.xxxxxx@xxxxxxxxx.xxx
Exelis Inc.
Service Receiver
Xxxxx Xxxxxxxxx		Manager Directory		x00 000 000000		xxxxx.xxxxxxxxx@xxxxxxxx.xxx
Xylem Inc		Services & Messaging

GENERAL SERVICE DESCRIPTION

Service Provider will perform XXX.xxx Email Forwarding Services for Service Receiver.

The primary service is to provide a computer processing platform that supports the business applications of the Business, which includes IT support for technology infrastructure.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

1

Service #

Service Name

Description of Service

Transaction Volume

Duration

Service Charge

IT-Email Forwarding-01

Email Forwarding Support Services

Provide Email Forwarding services for email messages sent to XXX.xxx. Service Provider will forward messages to new Service Receiver domain addresses.

Unlimited number of emails forwarded

12

Cost plus 2% - 10% per month

Services that will not be provided as part of this agreement are:

	•		Filtering of spam beyond SenderBase reputation level
	•		Legal holds – Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receiver’s obligation to save emails if required by their legal counsel
	•		Updating of Service Receiver’s domain changes

Service Provider reserves the right to temporary halt the service, provided notification is given to Service Receiver using commercially reasonable efforts, due to:

	•		Unusual increase in volume of emails
	•		Threats to security
	•		Constraints to network resources

Should the Service Receiver require changes to the documented services, Parties agree to negotiate in good faith with regard to such modification.

Exit Services

No exit services will be provided under this agreement.

LOCATIONS

Services are initially provided from Fort Xxxxx, IN, USA to global locations.

2

PREREQUISITES/DEPENDENCIES

	•		Service Receiver cannot create additional XXX.xxx email addresses
	•		Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect.
	•		Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect.
	•		Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect.
	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

NOTICE REQUIREMENT

Official Notices and Bills under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to the Service Provider:
Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx
Xxx.xxxxxx@xxxxxxxxx.xxx

If to the Service Receiver:
Xylem Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
Xxxxx.xxxxx@xxxxxxxx.xxx

3

SERVICE LEVEL

Service Provider will classify incidents at its own discretion and will make commercially reasonable efforts to resolve incidents with service delivery.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)
Location		Low				Medium				High
USA		$	75			$	100			$	000
Xxxxxx		$	35			$	46			$	58
Mexico		$	19			$	25			$	31
Sweden		$	75			$	100			$	125

4

Annex A
TSA Change Request Form

TSA Schedule:

Receiver TSA Owner:

Date of Request:

Completed By:

Requested Service Change:

								Already agreed to
		Service Description						with Service
Item Number		(Listed on schedule in the TSA)		Monthly Charge		Requested Change		Provider (Y/N)
1
2
3
4
5

Outcome:

		Outcome
Item Number		(Approved, Denied)		Specific Action to be taken
1
2
3
4
5

Approvals

Approved By:		Approved By:
Provider TSA Functional Lead		Receiver TSA Functional Lead
Executive Representative:		Executive Representative:
Provider TSA Manager		Receiver TSA Manager

5

SCHEDULE CB5
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters, general inquiries and notices regarding this Service should be directed to:

Name		Title		Phone		e-mail
Service Provider’s Contact
Exelis Inc.
Xxx Xxxxxx		TSA Manager		office: (000) 000-0000		Xxx.xxxxxx@xxx.xxx
Service Receiver’s Contact
Xylem Inc.
Xxx Xxxxxx		TSA Manager		Office 000 000-0000		Xxx.Xxxxxx@xxx.xxx

PARTIES TO THE AGREEMENT

Service Receiver: Exelis Inc.

Service Receiver: Xylem Inc.

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and other similar services in various areas including, but not limited to finance, tax, accounting, insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Appendix A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through April 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world.

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

2

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The xxxx will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

Notices and bills to the Service Provider should be sent to:

Exelis Inc.
0000 Xxxxxx Xxxxxxxxx
Xxxxx 0000
XxXxxx, XX 00000
Attention: Xxx Xxxxxx

Notices and bills to the Service Receiver should be sent to:

Xylem Inc.
0000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx Xxxxxx, XX 00000
Attention: Xxx Xxxxxx

3

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013. There shall be no make whole fee due under Section 11 of the Agreement upon early termination of this TSA.

Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour

*  Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Appendix A will be as set forth in Appendix A unless no pricing is provided in which case if services are provided on an hourly basis the rates above will apply.

Appendix A

Due Diligence Manager Software Application

Draft Base Statement of Work

Version 1.0 Draft

September 20, 2011

Draft Base Statement of Work

Table of Contents

1 Scope			3
2 Technical Support Requirements			3
2.1. Routine Application Maintenance			3
2.1.1. Routine Tasks			3
2.1.2. Outages			3
2.2. Change and Improvement Process			4
2.2.1. Change Request Analysis			4
2.2.2. Change Request Processing			4
2.3. Testing			4
3 Deliverables			4
4 Training and Support			4
5 Place of Performance			5
6 Period of Performance			5
7 Project Management			5
8 Labor Categories and Rates			5

ITT Proprietary Information Page ii

Draft Base Statement of Work

1		Scope
		The software application — Due Diligence Manager (DDM) — is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application.
		This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database.
2		Technical Support Requirements
2.1		Routine Application Maintenance
		ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis.
2.1.1		Routine Tasks
		ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users.
2.1.2		Outages
		In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability.
		For software-related outages, ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution.
		Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organization’s IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage.

ITT Proprietary Information                                              Page 3

Draft Base Statement of Work

2.2 Change and Improvement Process

Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document.

2.2.1		Change Request Analysis
		The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change.
2.2.2		Change Request Processing
		ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed, ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval, ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization.
2.3		Testing
		Prior to deployment of all requested and approved changes. DDM software changes will be thoroughly tested using ITT AIS Development Staffs internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved.
3		Deliverables
		For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format.
4		Training and Support
		For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the

ITT Proprietary Information                                              Page 4

Draft Base Statement of Work

		areas affected. Training will be addressed and included in the proposal for each Change Request as needed.
		If requested, the ITT AIS Development Staff will provide technical training to ITT’s IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process desciribed above for change requests.
5		Place of Performance
		All development tasks will be performed at ITT AIS site in Chesapeake, VA.
6		Period of Performance
		The proposed project schedule will be provided on a case by case basis. The final schedule will be updated once the project is accepted by the requesting organization.
7		Project Management
		ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution.
8		Labor Categories and Rates
		Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2.

Labor Category		Estimated Labor Rate
Project Manager			Cost plus 2% - 10%
Sr. Software Engineer			Cost plus 2% - 10%
Software Engineer			Cost plus 2% - 10%

ITT Proprietary Information      Page 5

Appendix A-1

Management Reporting (HFM/Planning) Post Separation Support Requirements

Following the separation of ITT into 3 companies, key management reporting resources will be required to provide post separation support and knowledge transfer between the NewCos. High level areas of support and knowledge transfer include:

•		Month-end close
•		Year-end close
•		New Year setup and rollforward
•		OpPlan, Forecast, and Budget
•		Metadata Management
•		Ledger Mapping
•		Break/Fix Support

Listed below are the key HFM and Planning resources whose post separation support will be required during the period 11/1/2011 through the 2012 March Close (approximately 4/20/2012).

		Future								November												December												January												February												March												April
Resource		NewCo				Executive				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis				ITTCo				Xylem				Exelis
		ITTCo				No					n/a				48				48				n/a				48				24				n/a				48				24				n/a				36				12				n/a				36				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12
		Exelis				No					48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12				n/a
		ITTCo				No					n/a				48				0				n/a				24				0				n/a				24				0				n/a				12				0				n/a				12				0				n/a				12				0
		ITTCo				Yes					n/a				48				48				n/a				24				24				n/a				24				24				n/a				12				12				n/a				12				12				n/a				12				12
		Xylem				No					48				n/a				48				24				n/a				24				24				n/a				24				12				n/a				12				12				n/a				12				12				n/a				12

Service Provider Owners and Service Receiver Owners are set forth under “Service Owner” above.

SCHEDULE D

Fiscal Calendar

2

3

SCHEDULE E

The initial TSA Managers for ITT Corporation, Exelis Inc. and Xylem Inc. shall be Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxx Xxxxxx, respectively.

4