exv10w22c





Exhibit
10.22C





Pursuant
to 17 CFR 240.24b-2, confidential information has been omitted in
places marked
“[***]” and has been filed separately with the Securities
and Exchange Commission
pursuant to a Confidential Treatment
Application filed with the Commission.






AMENDMENT NO. 5 TO MASTER SERVICES AGREEMENT




          This
Amendment No. 5 to the Master Services Agreement
(“Amendment”) dated as of March 13th, 2008 the
“Execution Date” is by and between Textron Inc. (“Textron”), a Delaware corporation, having a
principal place of business at 40 Westminster Street, Providence, Rhode Island 02903-2596 and
Computer Sciences Corporation (“CSC”), a Nevada corporation, having a principal place of business
at 2100 E. Grand Avenue, El Segundo, California 90245.




          WHEREAS, Textron and CSC are parties to that certain Master Services Agreement, dated October 27,
2004 (the “MSA”), which has been given the contract number TXT2004-0020, and




          WHEREAS, Textron and CSC (collectively, the “Parties” and each, a “Party”) desire to amend the
Agreement, pursuant to Section 25.8 of the MSA, as herein provided.




          NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:





	I.	 	Changes to the Master Services Agreement






	 	A.	 	MSA Section 6.1.5 is added to the MSA as follows:
	 
	 	 	 	“6.1.5 — The following time periods are applicable for the events described below:
	 
	 	 	 	(a) If CSC fails to invoice Textron for any amount for Services other than telecommunication
related Services within [***] after the month in which the Services in question are
rendered (the “Cutoff Period”), CSC shall waive any right it may otherwise have to invoice for and
collect such amount. If the Parties agree to delay invoicing for any reason, the Cutoff Period will
commence on the day when CSC is entitled to invoice.
	 
	 	 	 	(b) To the extent Textron fails to dispute an invoice via an email properly addressed and sent
to the applicable CSC Account Executive during the applicable Cutoff Period, which email shall
specify in reasonable detail the amounts in dispute and the basis for the
dispute, whether the dispute is due to asserted computational error,
entitlement to Service
Credits (as that term is used in Schedule A of the MSA) or otherwise, Textron shall waive any right
it may otherwise have to dispute the invoice or otherwise be entitled to Service Credits or other
offsets, credits, or reductions. It is the intent of the Parties that the Invoice Dispute Log and
associated processes shall continue in use as a mechanism to address disputes.
	 
	 	 	 	(c) The foregoing (a) and (b) shall also apply to telecommunication related Services, except that
the Cutoff Period shall be [***] reduced to [***] for telecommunication related Services rendered after July 1, 2008.





	 	 	 	 	 	 	 

	Textron

	 	Proprietary and Confidential
	 	CSC
	 
	 

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	 	 	 	(d) If a Cutoff Period would otherwise expire without Textron
having a minimum of [***] after the receipt of an invoice to dispute the invoice, the applicable Cutoff Period related to
that invoice shall be extended solely for the purpose of providing
Textron with such [***] after
the receipt of an invoice to email the applicable CSC Account Executive with any dispute using the
procedure set forth in this Amendment.
	 
	 	 	 	(e) Cutoff Periods shall not be applicable to invoicing for any amounts agreed to be paid under a
letter agreement between the Parties dated March 13, 2008.
	 
	 	 	 	(f) CSC’s right to invoice within the applicable Cutoff Period shall apply to Services rendered
prior to the Effective Date of this Agreement provided the Services rendered are within the
applicable Cutoff Period, except no Cutoff Period shall be applicable to those items in subsection
(e) of this Section 6.1.5.
	 
	 	 	 	(g) This Section 6.1.5 shall not apply to Pass-Through Expenses or any other charges, fees or
expenses which are invoiced by a third party and are not invoiced by CSC. In the event CSC pays a
third party for such Expenses, the Parties agree that CSC shall seek reimbursement from Textron via
invoice within the applicable Cutoff Period as outlined in this Section and the provisions and
limitations of this Section shall apply. For purpose of the preceding sentence, the Cutoff Period
will be [***] from the date that CSC pays such third party, reduced to
[***] after [***].
	 
	 	 	 	(j) Not withstanding the foregoing, the provisions of Section 6.5 regarding either
Parties’ rights
to refunds and credits or other rebates from a Third Party for goods or services previously paid
for by that Party (including Pass-Through Expenses) shall remain unchanged.”






	 	B.	 	MSA Section 6.5 is hereby modified to read as follows:






	 	“6.5.1	 	 If CSC receives a refund, credit or other rebate from a Third Party for goods or services
previously paid for by Textron (including Pass-Through Expenses), CSC shall promptly notify Textron
of such refund, credit or rebate and shall pay the full amount of such refund, credit or rebate, as
the case may be, to Textron within sixty (60) days of CSC receiving such refund, credit or other
rebate from the Third Party.
	 
	 	6.5.2	 	If Textron receives a refund, credit or other rebate from a Third Party for goods or services
previously paid for by CSC (including Pass-Through Expenses, Textron shall promptly notify CSC of
such refund, credit or rebate and shall pay the full amount of such refund, credit or rebate, as
the case may be, to CSC within sixty (60) days of Textron receiving such refund, credit, or other
rebate from the Third Party.”





	 	 	 	 	 	 	 

	Textron

	 	Proprietary and Confidential
	 	CSC






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	II.	 	 Certification






	 	A.	 	CSC will provide Textron with a quarterly Financial Controls certification as follows:
	 
	 	 	 	“CSC certifies that it has instituted controls designed to provide processes which support
financial transactions between CSC and Textron which meet all CSC’s obligations with respect
thereto under this Agreement, that these are in effect, and there are no known instance of noncompliance with financial controls that have a significant or material impact on Textron.”






	III.	 	Miscellaneous






	 	A.	 	Defined Terms. All capitalized terms which are used but not otherwise defined herein
shall have the meanings set forth in the Agreement.
	 
	 	B.	 	Other Provisions Unchanged. This Amendment No. 5 supersedes all prior agreements, oral
or written, related to the subject matter hereof. This Amendment No. 5 may not be modified except
as agreed in writing by the Parties as a duly executed modification to the Agreement. Except as
specifically amended hereby, all other provisions of the Agreement shall remain in full force and
effect.
	 
	 	C.	 	References/Incorporation. All references in the MSA and Amendments to “this
Agreement”, “herein”, “hereof” and words of similar import shall be deemed to refer to the entire
Agreement as amended by this Amendment No. 5. This Amendment No. 5 is hereby incorporated into, and
is made a part of, the Agreement. This Amendment No. 5 is subject to, and shall be governed by, all
the terms and conditions of the Agreement, except to the extent such terms are expressly modified
by this Amendment No. 5. In the event of a conflict or inconsistency between the terms of the
Agreement and those of this Amendment No. 5, the latter shall govern.
	 
	 	D.	 	Effective Date. This Amendment No. 5 shall be effective as of January 1, 2008.





          IN WITNESS WHEREOF, the parties hereto have, through duly authorized officials, executed this
Amendment No. 5 as of the Execution Date.




	 	 	 	 	 	 	 	 	 	 	 

	Textron, Inc.	 	 	 	Computer Sciences Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gary Cantrell
 

	 	 
	 	By:
	 	/s/ Joseph P. Doherty
 

	 	 
	Gary Cantrell	 	 	 	Joseph P. Doherty 
	Vice President and Chief Information Officer	 	 	 	President, Americas Outsourcing
	Textron Information Services	 	 	 	Computer Sciences Corporation






	 	 	 	 	 	 	 

	Textron

	 	Proprietary and Confidential
	 	CSC







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