exv10w22d






Exhibit
10.22D




AMENDMENT NO. 6 TO MASTER SERVICES AGREEMENT




          This Amendment No. 6 to the Master Services Agreement (“Amendment”) dated as of
6/17/09 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 3170 Fairview Park Drive, Falls Church, Virginia,
22042.




          WHEREAS, Textron and CSC are parties to that certain Master Services Agreement, dated October
27, 2004 (together with all its attachments, the “Agreement”), which has been given the contract
number TXT2004-0020, as amended by Amendment No. 1, dated March 31, 2006, Amendment No. 2, dated
September 1, 2006, Amendment No. 3 dated July 1, 2007, Amendment No. 4 dated July 1, 2007, and
Amendment No. 5 dated March 13, 2008.




          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 Schedules






	 	A.	 	Schedule A (Definitions)






	 	1.	 	Schedule A is hereby replaced in its entirety by
the document, attached to this Amendment, titled “Schedule A” and
containing the footer “Revised per Amendment No. 6.”







	 	B.	 	Schedule B (Cross-Functional Obligations)






	 	1.	 	Schedule B is hereby replaced in its entirety by
the document, attached to this Amendment, titled “Schedule B” and
containing the footer “Revised per Amendment No. 6.”






	 	C.	 	Schedule K (Governance)






	 	1.	 	Schedule K is hereby replaced in its entirety by
the document, attached to this Amendment, titled “Schedule K” and
containing the footer “Revised per Amendment No. 6.”








					
	 	 	 	 	 
	Textron
	 	Proprietary and Confidential
	 	CSC






1









 








	 	II.	 	Changes to the Tower Services Agreements (a/k/a Attachments)






	 	A.	 	Attachment 1 (Mainframe Services), Appendix 1B (Service Level Agreement)






	 	1.	 	Appendix 1B is hereby replaced in its entirety by the
document, attached to this Amendment, titled “Appendix 1B” and containing
the footer “Revised per Amendment No. 6.”






	 	B.	 	Attachment 2 (Midrange Services), Appendix 2B (Service Level Agreement)






	 	1.	 	Appendix 2B is hereby replaced in its entirety by the
document, attached to this Amendment, titled “Appendix 2B” and containing
the footer “Revised per Amendment No. 6.”






	 	C.	 	Attachment 3 (Network Services), Appendix 3B (Service Level Agreement)






	 	1.	 	Appendix 3B is hereby replaced in its entirety by the
document, attached to this Amendment, titled “Appendix 3B” and containing
the footer “Revised per Amendment No. 6.”






	 	D.	 	Attachment 4 (Workstation Services), Appendix 4B (Service Level Agreement)






	 	1.	 	Appendix 4B is hereby replaced in its entirety by the
document, attached to this Amendment, titled “Appendix 4B” and containing
the footer “Revised per Amendment No. 6.”






	 	E.	 	Attachment 5 (Service Desk Services), Appendix 5B (Service Level
Agreement)






	 	1.	 	Appendix 5B is hereby replaced in its entirety by the
document, attached to this Amendment, titled “Appendix 5B” and containing
the footer “Revised per Amendment No. 6.”






	 	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. 6 supersedes all
prior agreements, oral or written, related to the subject matter hereof. This
Amendment No. 6 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. 6. This Amendment No. 6 is hereby incorporated into, and is made a part of, the
Agreement. This Amendment No. 6 is subject to, and shall be governed by, all





					
	 	 	 	 	 
	Textron
	 	Proprietary and Confidential
	 	CSC






2









 








	 	 	 	the terms and conditions of the Agreement, except to
the extent such terms are expressly modified by this Amendment No. 6.
In the event of a conflict or inconsistency between the terms
of the Agreement and those of this Amendment No. 3, the latter shall
govern.






	 	D.	 	Effective Dates. This Amendment No. 6 shall be
effective on August 1, 2008.





          IN
WITNESS WHEREOF, the Parties hereto have, through duly authorized officials, executed this Amendment
No. 6 as of the Execution Date.




	 	 	 	 	 	 	 	 	 	 	 

	Textron, Inc.	 	 	 	Computer Sciences Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gary Cantrell
 

	 	 	 	By:
	 	/s/ James J. Buchanan
 

	 	 
	Gary Cantrell	 	 	 	James J.
Buchanan                              
6/17/09	 	 
	Vice President and Chief Information Officer	 	 	 	Contracts Director	 	 
	Textron Information Services	 	 	 	Aerospace and Defense Industry	 	 






					
	 	 	 	 	 
	Textron
	 	Proprietary and Confidential
	 	CSC







3











 





			
	Textron
	 	CSC











SCHEDULE A

DEFINITIONS




			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






 









 





			
	Textron
	 	CSC






SCHEDULE A




Definitions



	 	 	 
	Term	 	Definition
	Active Workstation

	 	means a device that has reported to Systems Management Server (SMS) in
the last 30 days. For the avoidance of doubt, an Active Workstation may be in
the form of a desktop computer or a laptop computer.
	 
	 	 
	Actual CPI Increase

	 	has the meaning set forth in Section 6(c) of Schedule D (Pricing).
	 
	 	 
	Actual RU Volume

	 	has the meaning set forth in Section 2.1 of Schedule D (Pricing).
	 
	 	 
	Ad Hoc Project

	 	has the meaning set forth in Section 17.2.1 of Schedule B
(Cross-Functional Obligations).
	 
	 	 
	Adjustment Date

	 	has the meaning set forth in Section 6(c) of Schedule D (Pricing).
	 
	 	 
	Adverse Impact

	 	has the meaning set forth in Section 9.3 of Schedule K (Governance).
	 
	 	 
	Affiliate

	 	means, with respect to any entity, any other entity Controlling,
Controlled by or under common Control with such entity.
	 
	 	 
	Agreement

	 	means the MSA and all Schedules, Annexes, Appendices, Attachments and
Exhibits thereto.
	 
	 	 
	Applicable Service Charges

	 	mean those charges derived from multiplication of Resource Unit volumes
used or consumed by Textron by the applicable Resource Unit prices, and
excludes all other charges, including charges for transition and
transformation, time and materials charges, and Pass-Through
Expenses).
	 
	 	 
	Application Server

	 	means any Midrange computer whose primary purpose is to serve Tier 3
Software for which Textron has financial responsibility for the license, Tier
4 Software and Tier 5 Software.
	 
	 	 
	Assigned Contracts

	 	has the meaning set forth in Section 8.3.1 of the MSA, and any changes
that may be agreed upon by the Parties in accordance with the Change Control
Procedure.
	 
	 	 
	Audit

	 	has the meaning set forth in Section 15.1.1 of the MSA.
	 
	 	 
	Baseline Period

	 	The period during which performance results are documented and analyzed.
These results become the yardstick that helps determine what service level
target will be agreed upon. The agreed procedure to be followed to arrive at
the Minimum Service Level and Increased Impact Service Level is set forth in
Chapter 6 Service Level Reporting of the PPM. The Baseline Period will not
begin before the completion of the agreed associated SLA implementation
plan.
	 
	 	 
	Baseline RU Volume or 

Baseline Usage Volume

	 	means the usage volume for each Resource Unit, set forth in Attachments
1C, 2C, 3C, 4C or 5C, that is denominated as such.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






1









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Benchmarker

	 	has the meaning set forth in
Section 5.7.2 of the MSA.
	 
	 	 
	Black Belt

	 	means a person certified as a Six Sigma Black Belt.
	 
	 	 
	Business Days

	 	Monday through Friday minus country holidays
	 
	 	 
	Business Taxes

	 	has the meaning set forth in Section 5.5.1(b) of the MSA.
	 
	 	 
	Business Unit

	 	means all or a portion of Textron or a Service Recipient or a group of
Service Recipients, as designated by Textron from time-to-time.
	 
	 	 
	Campus

	 	means any location within a twenty (20) mile radius of (a) a Textron or
Service Recipient facility where full-time CSC managed Workstation support
personnel are stationed or (b) a CSC Facility from which Workstation support
Services are provided. Changes of designation of a location from Campus to
Non-Campus must be coordinated with and approved by Textron.
	 
	 	 
	Cascading

	 	means any installation, de-installation, move or change to a single
item of Equipment or a group of Equipment items that causes a requirement for
change to another component of the Services, such as to another item of
Equipment, Software, support documentation, a procedure in the applicable
Policy and Procedures Manual or coordination with one or more Third
Parties.
	 
	 	 
	Cause

	 	has the meaning set forth in Section 1.5 of Schedule E (Employees).
	 
	 	 
	Change

	 	has the meaning set forth in Section 5 of Schedule K (Governance).
	 
	 	 
	Change Control Procedures

	 	has the meaning set forth in
Section 5 of Schedule K (Governance).
	 
	 	 
	Change of Control

	 	means with respect to either Party, Control of that Party is acquired
by an entity that was not, prior to that acquisition, an Affiliate of the
Party, by way of either a single transaction or series of related
transactions.
	 
	 	 
	Change Request

	 	means any request for a Change.
	 
	 	 
	Claim

	 	has the meaning set forth in Section 18.1.1 of the MSA.
	 
	 	 
	Completion Date

	 	has the meaning set forth in Section 3.6.9(a)(iii) of the MSA.
	 
	 	 
	Confidential Information

	 	means all information of a confidential nature, whether commercial,
financial, technical or otherwise, whether or not disclosed by one Party to
the other Party, which information may be contained in or discernible from any
form whatsoever (including oral, documentary, magnetic, electronic, graphic or
digitized form or by demonstration or observation), whether or not that
information is marked or designated as confidential, whether created or
otherwise arising prior to or during the Term, and including information
belonging to or in respect of Textron, any other Service Recipient or CSC, any
of their Affiliates and/or any of their customers or suppliers, which contains
or relates to, including without limitation, research, development, trade
secrets, know-how, ideas, concepts, formulae, processes, designs,
specifications, past, present and prospective business,






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








2









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	 

	 	current and future products and services, internal management,
information
technology and infrastructure and requirements, finances, marketing
plans
and techniques, price lists and lists of, and information about,
customers
and employees, and information belonging to Third Parties in respect
of
which Textron, any Service Recipient or CSC or any of their Affiliates
or
any of their customers or suppliers owe obligations of confidence.
	 
	 	 
	Contract Year

	 	means the period commencing on, and including, the Signature Date and
ending on the anniversary of the first Handover Date and each
immediately
successive twelve (12) month period.
	 
	 	 
	Control or Controlled 

or Controlling

	 	means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of any entity or person,
whether
through the ownership of voting securities, by contract, or otherwise.
	 
	 	 
	Core Service Level

	 	means each Service Level designated as a “Core Service Level” in Annex
B-2 to Schedule B (Cross-Functional Obligations), Annex K-2 to
Schedule
K (Governance) and Appendix B of each Tower Services Agreement.
	 
	 	 
	CSC

	 	has the meaning set forth in the
preamble of the MSA.
	 
	 	 
	CSC Competitor

	 	means any company listed in Schedule L (Competitors) as it may be
changed unilaterally by CSC from time to time upon written notice to
Textron.
	 
	 	 
	CSC Facility

	 	means any physical Facility used by CSC or any CSC Affiliate to
provide
any portion of the Services.
	 
	 	 
	CSC Laws

	 	means (a) Laws applicable to CSC as a provider of information
technology
and other outsourcing services, and (b) Laws with which CSC would be
required to comply without regard to CSC’s having entered into the
Agreement with Textron, excluding any Laws with which CSC would not
be required to comply but for a contractual obligation between CSC and a
Third Party.
	 
	 	 
	CSC Material

	 	means Material owned by the CSC or
its Affiliates (including Material in which the Intellectual Property Rights are owned by the CSC) which is
used to provide, or which forms part of, the Services.
	 
	 	 
	CSC Personnel

	 	means employees (including for the avoidance of doubt all Transitioned
Employees) of CSC and CSC Subcontractors assigned to perform the
Services, or any part of the Services, pursuant to this Agreement.
	 
	 	 
	CSC Program Executive

	 	means the individual designated by the CSC to whom Textron shall
communicate issues related to the Agreement as set forth in Schedule K
(Governance).
	 
	 	 
	CSC Software

	 	means any Software, the Intellectual Property Rights in which are
owned
by CSC or its Affiliates.
	 
	 	 
	CSC Subcontractor

	 	means any subcontractor or agent of CSC that provides any of the
Services, as any part of the Services, to, or on behalf of, CSC,
including
the Material Subcontractors.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








3









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	CSC Wide Area 

Network or CSC WAN

	 	means the Equipment, Software, telecommunications facilities, lines,
interconnect devices, wiring, cabling and fiber that are used to create,
connect and transmit data, voice and video signals between a Textron
location and CSC’s Data Center, and between and among CSC locations,
as required for CSC to provide the Services. A WAN commences with the
WAN Network interconnect Equipment at one Textron location (e.g.,
router, dial-up modem, dial backup Equipment) and ends with and includes
the WAN Network interconnect Equipment (e.g., router, dial-up modem,
dial backup Equipment) at the applicable CSC location. For voice and
data circuits, a CSC WAN includes local access and interexchange and
other long-haul circuits, whether or not provided by a Third Party and
used
to transport voice traffic and interconnect with the PSTN.
	 
	 	 
	Database Server

	 	has the meaning set forth in Appendix 2C to Attachment 2.
	 
	 	 
	Data Center

	 	means (a) before any applicable Transformation Completion Date, any
Textron Facility referenced in Section I.B (Transformation Plans and
Milestones), and (b) after any applicable Transformation Completion Date,
in context, one or more of the data centers of CSC located in Norwich,
Conn. and Chesterfield, England and the data centers of Textron
located in Wichita, Kan., Hurst, Tex., and Providence, R.I and any data center that
may be substituted for any of the foregoing data centers in accordance
with
the Change Control Procedures.
	 
	 	 
	Data Network

	 	means the Infrastructure Systems
and other resources used to transport
data
associated with data applications, including computer interconnectivity,
email, internet access and client server.
	 
	 	 
	Data Network Services

	 	means the Network Services as they relate to the Data Network.
	 
	 	 
	Data Protection Laws

	 	means all relevant data protection Laws, as applicable in each country in
which CSC provides Services to Textron.
	 
	 	 
	Days/hours in scope

	 	means those days and hours that performance against the Service Levels
will be measured.
	 
	 	 
	Deferred at Customer Request (DACR)

	 	means an End User initiated request
for service delay. The process for DACR will be defined in the Call Scheduling chapter of the PPM.
	 
	 	 
	Delaying Event

	 	has the meaning set forth in Section 3.6.10 of the MSA.
	 
	 	 
	Disclosing Party

	 	has the meaning set forth in
Section 16.1.1 of the MSA.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








4









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Equipment

	 	means all of the computer and telecommunications equipment, and the
associated peripherals and connecting equipment, either owned or leased
(whether by CSC, Textron or a Third Party), and used by CSC in the
provision of the Services or used by Textron or any other Service
Recipient. Equipment includes the following: (i) computer equipment and
associated attachments, features, accessories, front-end processors, step
controllers, Servers, and peripheral devices; (ii) telecommunications
equipment, including private branch exchanges and associated peripherals,
multiplexors, modems, network hubs, network bridges, network routers,
and network switches; and Supported Devices.
	 
	 	 
	End-State Service Levels or SLA

	 	has the meaning set forth in Section 11.3 of Schedule B.
	 
	 	 
	End User

	 	means an employee of (a) Textron, (b) a Service Recipient; (c) a
contractor
of Textron or a Service Recipient; or (d) any other individual authorized
or
permitted by Textron or a Service Recipient to utilize the Services.
	 
	 	 
	Europe or EU

	 	means any member country of the European Union and Switzerland and
Norway.
	 
	 	 
	Event Survey

	 	has the meaning set forth in Section 12.1.2 of Schedule K (Governance).
	 
	 	 
	Executive Survey

	 	has the meaning set forth in
Section 12.1.1(a) of Schedule K
(Governance).
	 
	 	 
	Existing Equipment

	 	means Equipment existing on the Signature Date and utilized by Textron
or another Service Recipient, immediately prior to the Signature Date, in
performing functions that form part of the Services. Existing Equipment
includes Textron Owned Equipment, Textron Leased Equipment and the
equipment located in facilities identified in Schedule C (Textron
Facilities).
	 
	 	 
	Existing Equipment Leases

	 	means those lease agreements pursuant to which a Third Party is,
immediately prior to the Signature Date, furnishing or providing the
Existing Equipment to Textron or another Service Recipient. Existing
Equipment Leases are identified as such in Schedule F (Existing
Equipment and Software) as it may be changed in accordance with the
applicable Change Control Procedure.
	 
	 	 
	Existing Interim Service Levels

	 	has the meaning set forth in Section 11.1.1 of Schedule B (Cross-Functional Obligations).
	 
	 	 
	Extraordinary Event

	 	has the meaning set forth in Section 3.7.2 of the MSA.
	 
	 	 
	First Call Resolution

	 	has the meaning set forth in
Section 3.3 of Appendix 5B to Attachment 5.
	 
	 	 
	Force Majeure Event

	 	has the meaning set forth in
Section 21.1.1 of the MSA.
	 
	 	 
	Formal Survey

	 	has the meaning set forth in
Section 12.1.1 of Schedule K (Governance).
	 
	 	 
	General Subsystem

	 	means any software code that provides service to users or to other
subsystems or application code. “General Subsystems” comprise all
executing programs that are not the result of an individual user logging
on
to the computer.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








5









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	General User Survey

	 	has the meaning set forth in Section 12.1.1(b) of Schedule K
(Governance).
	 
	 	 
	Global Network

	 	means interconnections between points spanning more than one continent.
	 
	 	 
	Handover Date

	 	means the date or dates on which the In-Scope Employees are transferred
from Textron to CSC and the date(s) on which CSC commences
performing the Services.
	 
	 	 
	Hard IMAC

	 	means an IMAC that requires physical presence on-site at the End-User
office or Equipment location to complete the requested activity as
further
explained in connection with its use.
	 
	 	 
	Hours of Operation

	 	means those hours of the day during which the facility is in normal
operation as set forth in Schedule C (Service Recipients) for each
location
listed in Schedule C. Hours are expressed in the local time zone of each
location listed.
	 
	 	 
	IMAC

	 	means install, move, add, and/or change.
	 
	 	 
	IMS

	 	means IBM’s transactional and hierarchical database management system
for on-line operational and e-business applications and data and all IBM
supported, un-supported, current, future and past releases of the product
as
well as all additional features and functions that are used by the IBM
product as part of its operating environment.
	 
	 	 
	Impact Analysis

	 	means the analysis of the impact of any Change, as further described in
Section 9 of Schedule K (Governance).
	 
	 	 
	Incident

	 	means an unplanned interruption to an IT service or reduction in quality
to
an IT service. Failure of a configuration item that has not yet impacted
service is also an Incident, e.g. failure of one disk from a mirror set.
	 
	 	 
	Income Taxes

	 	has the meaning set forth in Section 5.5. l(c) of the MSA.
	 
	 	 
	Increased Impact Service Level or Increased Impact Level

	 	means the required quantitative
level or degree of performance by CSC specified as the “Increased Impact Service Level” in the SLAs.
	 
	 	 
	Indemnified Claim

	 	has the meaning set forth in Section 18.5.1 of the MSA.
	 
	 	 
	Indemnified Party

	 	has the meaning set forth in
Section 18.5.1 of the MSA.
	 
	 	 
	Indemnifying Party

	 	has the meaning set forth in Section 18.5.1 of the MSA.
	 
	 	 
	Infrastructure Operations SubCommittee

	 	means the management committee formed pursuant to Schedule K
(Governance) and identified therein as the “Infrastructure Operations
Subcommittee.”
	 
	 	 
	Infrastructure Server

	 	means any Midrange computer whose primary purpose is to serve Tiers 1-
2 Software and/or Tier 3 Software for which CSC has financial
responsibility for the license.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








6









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Infrastructure System(s) 

or Supported 

Infrastructure System(s)

	 	means all or any part of the Supported Networks, the Supported Equipment
and the Supported Software, exclusive of Software in Tier 3 (other than
that which CSC is financially responsible for the license), Tier 4
Software,
Tier 5 Software and any other Software for which CSC is not financially
responsible.
	 
	 	 
	In-Scope Employees

	 	means the individuals to whom CSC will offer employment under Section
1.1 of Schedule E.
	 
	 	 
	Intellectual Property Rights

	 	means patents (including patent applications; amendments, and
continuations, whether in whole or in part), registered designs,
trademarks
and service marks (whether registered or otherwise), trade names, trade
secrets, copyrights, database rights, design rights, moral rights, and all
other intellectual property rights, including in other jurisdictions, that
grant
similar rights as the foregoing, including those subsisting in inventions,
drawings, performances, software, semiconductor topographies,
improvements, discussions, business names, goodwill and the style of
presentation of goods or services, and in applications for the protection
thereof, throughout the world.
	 
	 	 
	Interim Service Levels

	 	means Existing Interim Service Levels and New Interim Service Levels.
	 
	 	 
	Key Textron Subcontracts

	 	has the meaning set forth in Section 11.2.1 of the MSA.
	 
	 	 
	Key Deliverable

	 	means all or any of the specific items required to be provided by a Party
under this Agreement and designated as key in any relevant project plan
related to the deliverable, or otherwise material to the Services.
	 
	 	 
	Key In-Scope Contractors

	 	means the individuals identified in Annex E-3 to Schedule E (Employees);
	 
	 	 
	Key Subcontracts

	 	means the Key Textron Subcontracts and Key CSC Subcontracts listed at
Schedule J (Key Subcontracts and Material Subcontractors);
	 
	 	 
	Key CSC Positions

	 	means the positions listed in Annex E-2 to Schedule E (Employees), as the
same may be changed in accordance with Section 10.3 of the MSA.
	 
	 	 
	Key CSC Subcontracts

	 	has the meaning set forth in Section 11.2.2 of the MSA.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








7









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Law

	 	means:







	 	(a)	 	any statute, regulation, by-law, ordinance or subordinate
legislation in force from time to time to which a Party or its employees,
agents, Affiliates sub-contractors is subject;
	 
	 	(b)	 	the common law and the law of equity as applicable to the
Parties from time to time;
	 
	 	(c)	 	any binding court order, judgment or decree;
	 
	 	(d)	 	any applicable industry code, policy or standard enforceable by
law; or
	 
	 	(e)	 	any applicable direction, policy, rule or order that is binding
on a Party and that is made or given by any regulatory body having
jurisdiction over a Party or any of that Party’s assets, resources or
business,





	 	 	 

	 

	 	in any jurisdiction that is applicable to this Agreement.
	 
	 	 
	Lease

	 	means a contract between Textron and a Third Party pursuant to
which Textron has certain rights with respect to Equipment owned by a
Third Party.
	 
	 	 
	Legacy Software

	 	means all Software in use by Textron and/or any Service Recipient
on the applicable Handover Date. Any Legacy Software, whether or not it is
included in the Annexes to Schedule F, that meets the foregoing
description shall nevertheless be treated as Legacy Software as provided
for in Schedule B until, as part of Transformation and in accordance with
the Change Control Procedure, such Legacy Software (i) is removed from
use; or (ii) is added to one or more SOEs, or (c) becomes Non-SOE
Software.
	 
	 	 
	Level 0 Support

	 	means any automated service that allows the End User to resolve
Problems or submit Service Requests without contacting a live Service Desk
agent
	 
	 	 
	Level 1 Support

	 	has the meaning given to it in Section 2, Appendix 5A to Attachment
5.
	 
	 	 
	Level 2 Support

	 	means assistance with the use or operation of a component of the
Infrastructure System which cannot be answered by reference to the
applicable user documentation and requires assistance from the applicable
vendor or other Third Party.
	 
	 	 
	Level 3 Support

	 	means (a) correction of any Problem or other failure by one or more
components of the Infrastructure System to operate in accordance with
applicable specifications and (b) securing updates, upgrades, patches,
releases and Problem resolutions that are generally provided to other
similarly situated entities.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








8









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Local Area Network or LAN

	 	means the Equipment, software, telecommunications facilities, lines,
interconnect devices (e.g., bridges, routers, hubs, switches, gateways),
wiring, cabling and fiber that are used to create, connect and transmit
data,
voice and video signals within and among Textron’s (or Service
Recipient’s) local area Network segments. A LAN commences with the
interface to a WAN Network interconnect device (e.g., router) and ends
with and includes the Network interface points (e.g., Network interface
cards that are in LAN-connected Equipment (e.g., desktop Equipment,
Servers).
	 
	 	 
	Local Enabling Agreement

	 	has the meaning set forth in Recital D of the MSA.
	 
	 	 
	Losses

	 	means all losses, liabilities, damages, costs, claims, actions and
expenses
including reasonable legal fees and disbursements and costs of
investigation, litigation, settlement, judgment, interest and penalties.
	 
	 	 
	LPAR

	 	means the logical partition or division of a Mainframe or Server’s
processing resources into separate operating system instances where the
Server is capable of such partitioning or division on a dynamic basis to
meet processing demand. A Server without such capability is not capable
of LPAR.
	 
	 	 
	Mainframe or 

Mainframe Technology

	 	means any computing platform (inclusive of CPU) generally regarded by
the computing industry as being mainframe technology, including any
system based on the IBM System 390, architecture or any of its preceding
or following technology platforms as of the Signature Date, and all
related/supporting peripherals (e.g., channel extenders, front-end
processors, DASD, tape storage) connected or linked thereto.
	 
	 	 
	Mainframe Services

	 	has the meaning set forth in Attachment 1 (Tower Services Agreement for
Mainframe Services.)
	 
	 	 
	Major Project

	 	has the meaning set forth in
Section 17.2.3 of Schedule B (Cross-Functional Obligations)
	 
	 	 
	Managed Contracts

	 	means those contracts retained by Textron or any other Service Recipient
and managed by CSC, and set forth in Annex F-3 to Schedule F (Existing
Equipment and Software).
	 
	 	 
	Material

	 	means any material in whatever form (including written, magnetic,
electronic, graphic or digitized), including any methodologies,
processes,
know-how, reports, specifications, business rules or requirements,
manuals, user guides, training materials and instructions and material
relating to Software and/or its design, development, Modification,
operation, support or maintenance, but excluding Software.
	 
	 	 
	Material Subcontractor

	 	has the meaning set forth in Section 11.1.1 of the MSA. 
	 
	 	 
	Measurement Period

	 	means those hours of the day that performance against the Service Levels
will be measured.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








9









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Midrange or Midrange 

Technology

	 	means any computing platform (inclusive of CPU, disk array, tape robot and
other devices) generally regarded by the computing industry as being midrange
technology, including any system based on the Intel or RISC architecture and
all related/supporting peripherals connected or linked thereto.
	 
	 	 
	Midrange Services

	 	has the meaning set forth in Attachment 2 (Tower Services Agreement for

Midrange Services).
	 
	 	 
	Milestone Date

	 	means the date in the Transition Plan or Transformation Plan for the
delivery by CSC to Textron of an item of Work Product or a Key
Deliverable.
	 
	 	 
	Minimum Service Level

	 	means the required quantitative level or degree of performance by CSC
specified as the “Minimum Service Level” in the SLAs. The Minimum Service
Levels are the minimally acceptable levels of service for the Services.
	 
	 	 
	Modify

	 	means to add to, enhance, reduce, change, replace, vary, prepare a
derivative work based on, improve, recast, transform or adopt, and
“Modification” and “Modified” have corresponding meanings.
	 
	 	 
	MSA

	 	means the Master Services Agreement between Textron and CSC to which
this Schedule A is attached.
	 
	 	 
	Multiple Day Location 

Closure

	 	means when a location is closed (including plant shutdowns) more than 2
consecutive calendar days. This will include 3 day weekends.
	 
	 	 
	Network

	 	means the WANs and the LANs that, collectively constitute the in-scope
network. Network shall include Textron’s Data Network and Voice
landline and wireless Network.
	 
	 	 
	Network Printer

	 	means a printer that is connected to the Network and can be accessed by
multiple End Users on the Network.
	 
	 	 
	Network Services

	 	has the meaning set forth in Attachment 3 (the Tower Services Agreement
for Network Services), and shall include, collectively, Data Network Services
and Voice Network Services.
	 
	 	 
	Network Software

	 	means all Software embedded in or installed on Network Equipment,
including routers, switches, hubs and PBXs and that is necessary to their
functionality.
	 
	 	 
	Neutral Adviser

	 	has the meaning set forth in Section 22.2.1 of the MSA.
	 
	 	 
	New Interim Service Levels

	 	has the meaning set forth in Section 11.1.2 of Schedule B.
	 
	 	 
	Non-Campus

	 	means any location that is not a Campus.
	 
	 	 
	Non-SOE Software

	 	means all Software, other than Legacy Software, that is installed on any
Supported Equipment at any time during the Term of the Agreement but is not
included in an SOE.
	 
	 	 
	Notice of Claim

	 	has the meaning set forth in
Section 18.5.1 of the MSA.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








10









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Notice of Election

	 	has the meaning set forth in Section 18.5.2 of the MSA.
	 
	 	 
	Party or Parties

	 	means either or both of Textron and CSC as the context requires.
	 
	 	 
	Pass-Through Expense

	 	means the pass-through expenses specified in Annex D-2 of Schedule D
(Pricing).
	 
	 	 
	Performance Standards

	 	means, individually and collectively, the quantitative and qualitative
performance standards and commitments for the Services contained in
this
Agreement, including those described in Section 4 of the MSA, the
Service
Levels and any key performance indicators in the Service Level
Agreements.
	 
	 	 
	Personal Textron Data

	 	has the meaning set forth in Section 15 of Schedule B (Cross-Functional
Obligations).
	 
	 	 
	Personnel

	 	means all employees of a Party, officers, consultants, contractors and
agents employed or engaged by a Party who are individuals.
	 
	 	 
	Physical Database Management

	 	means the Services required to install and upgrade the supported
database management software. Application of software fixes, management of the
disk space and tuning of system parameters in support of the database
management software is also included.
	 
	 	 
	Planned Special Event

	 	means an unusual business activity either during or outside normal
business hours or location.
	 
	 	 
	Policy and Procedures Manual or Procedures Manual

	 	mean the overall policy and
procedures manual or the policy and procedures manual for a Tower of Services, Schedule B (Cross-Functional
Obligations), or Schedule K (Governance), each of which describes the
manner in which CSC shall perform and deliver the Services, as further
described in Schedule B, Schedule K or in the applicable Tower Services
Agreement.
	 
	 	 
	Predictive Dialer

	 	means alert systems/applications that dial out to pagers/cell phones
and
voicemail.
	 
	 	 
	Problem

	 	has the same meaning as an Incident.
	 
	 	 
	Problem Management
and Escalation
Procedures

	 	means the problem management and escalation procedures developed
pursuant to Schedule B (Cross Functional Obligations).
	 
	 	 
	Production

	 	means the set of computer programs and all forms of computer system
output that are scheduled to run or requested to run on the computer
system in order to perform daily business requirements.
	 
	 	 
	Project

	 	has the meaning set forth in Section 17.1.1 of Schedule B.
	 
	 	 
	Project Estimate

	 	has the meaning set forth in Section 17.1.4 of Schedule B.
	 
	 	 
	Project Hour

	 	has the meaning set forth in Section 17.1.2 of Schedule B.
	 
	 	 
	Project Pool

	 	has the meaning set forth in Section 17.1.3 of Schedule B.
	 
	 	 
	Project-Related Costs

	 	has the meaning set forth in Section 17.1.5 of Schedule B.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








11









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Project Survey

	 	has the meaning set forth in
Section 12.1.1(c) of Schedule K
(Governance).
	 
	 	 
	Project Working Group

	 	has the meaning set forth in
Section 17.3.2 of Schedule B.
	 
	 	 
	Property Interest

	 	has the meaning set forth in Section 7.2.2 of the MSA.
	 
	 	 
	Property Taxes

	 	has the meaning set forth in Section 5.5.1(a) of the MSA.
	 
	 	 
	Publicity Material

	 	has the meaning set forth in Section 25.2.1(a) of the MSA.
	 
	 	 
	Reasonable Currency

	 	means, with respect to installation of updates and new versions of
Software
installed on Supported Equipment, (a) maintaining such Software within
one (1) major release of the most current commercially released version
available from the Software supplier that includes changes to the
architecture and/or adds new features and functionality, usually but not
necessarily identified by full integer changes in numbering, such as from
“7.0” to “8.0” behind the most recent major release, and (b) promptly
installing all other releases, usually but not necessarily identified by a
change in the decimal numbering of a release, such as from “6.12” to
“6.13.”
	 
	 	 
	Recipient

	 	has the meaning set forth in Section 16.1.1 of the MSA.
	 
	 	 
	Refresh

	 	means CSC’s scheduled technology change of Equipment with new
Equipment or major upgrades of Equipment components that materially
affect the operational capacity and/or life of the Equipment in accordance
with this Agreement, including Schedule N.
	 
	 	 
	Regular Project

	 	has the meaning set forth in Section 17.2.2 of Schedule B (Cross-Functional Obligations)
	 
	 	 
	Remote Access

	 	means access to Textron or a Service Recipient’s Network or Infrastructure
Systems from any Remote Office.
	 
	 	 
	Remote Offices

	 	means End Users connecting from their home or other non-Textron or non-Service Recipient locations.
	 
	 	 
	Remote Server

	 	means a Server (a) that is not located in a CSC Data Center in Norwich,
Conn. or Chesterfield, England or in a Textron Data Center in Wichita,
Kan., Hurst, Tex., and Providence, R.I.(without regards to whether before
or after any Transformation Completion Date) or any data center that may
be substituted for any of the foregoing data centers in accordance with
the
Change Control Procedures or (b) that is mutually agreed in writing to be
managed by the CSC as a Remote Server.
	 
	 	 
	Reporting Period

	 	means the required frequency for reporting Service Level compliance.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential








12









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Required Consents

	 	means such consents, approvals or authorizations as may be required, or
that Textron determines would be prudent to obtain, for the assignment to CSC, or
the grant to CSC of rights of access and use, of resources otherwise provided for
in this Agreement or in respect of a Termination as may be required for the
assignment to Textron; or the grant to Textron of rights of access and use of
resources used by CSC in the terminated Services and required for Textron to
continue those Services in accordance with the Termination Assistance provided
for under this Agreement.
	 
	 	 
	Resolution Time

	 	means the time defined as such in Section 3 of Schedule B.
	 
	 	 
	Resource Unit or RU

	 	means a unit of measurement specified as a “Resource Unit” in Schedule D
(Pricing) or Appendix C to any Tower Services Agreement. A Resource Unit may be
in the form of an item of Equipment, seat, port or other unit.
	 
	 	 
	Resource Unit Change

	 	has the meaning set forth in Section 5.1 of Schedule K (Governance).
	 
	 	 
	Resource Unit Change Procedure

	 	means the procedure for implementing a Resource Unit Change as set forth
in Section 6 of Schedule K (Governance).
	 
	 	 
	Responsibility Matrix

	 	means the listing of processes, activities, tasks and the accountable
Party that is included in each of the Tower Services Agreements, Schedule B
(Cross-Functional Obligations) and Schedule K (Governance).
	 
	 	 
	Returnable Material

	 	has the meaning set forth in Section 24.7.1 of the MSA.
	 
	 	 
	Rights of Use

	 	has the meaning set forth in Section 8.4.1 of the MSA.
	 
	 	 
	Scope Change

	 	has the meaning set forth in Section 5.3 of Schedule K (Governance).
	 
	 	 
	Scope Change Procedure

	 	means the procedure for implementing a Scope Change as set forth in
Section 8 of Schedule K (Governance).
	 
	 	 
	Server or Midrange Server

	 	means an Application Server, Database Server, Infrastructure Server,
Remote Server or Standalone Server, as well as related Equipment necessary to
operate the Server. For clarification, the term “Server” shall include any
replacements to Textron’s Servers (e.g., consolidation of Servers into new
Servers).
	 
	 	 
	Service Charges

	 	means the charges payable by Textron to CSC pursuant to this Agreement,
but excluding the Pass-Through Expenses.
	 
	 	 
	Service Credit or 

Service Level Credit

	 	means an amount calculated in accordance with Section 11.9 of Schedule
B (Cross-Functional Obligations) as a reduction of the Service Charges
payable to CSC as a result of CSC’s failure to meet a Service Level.
	 
	 	 
	Service Description

	 	means a service description set forth in Attachments 1A, 2A, 3A, 4A or
5A.
	 
	 	 
	Service Desk

	 	means a single point of contact for End Users to call to resolve Problems
and Service Requests pertaining to the Infrastructure Systems.
	 
	 	 
	Service Desk Services

	 	has the meaning set forth in Attachment 5 (Tower Services Agreement for
Service Desk Services).






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential







13











 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Service Levels

	 	means End-State Service Levels and/or the Interim Service Levels, as applicable.
	 
	 	 
	Service Problem

	 	has the meaning set forth in Section 4.4 of the MSA.
	 
	 	 
	Service Recipient

	 	means (a) Textron, (b) any entity that Controls, is Controlled by or is under
common Control with Textron, and (c) any entity that has a business
relationship with Textron or an entity that is under common Control with
Textron and is designated from time to time to receive Services in connection
with such business relationship. Service Recipients are listed in Schedule C
(Service Recipients), as such list may change in accordance with Section 3.4 of
the MSA.
	 
	 	 
	Service Request

	 	means a request for Problem resolution or other inquiry, request or issue.
	 
	 	 
	Services

	 	means the services, functions and responsibilities identified in Section 3.1 of
the MSA.
	 
	 	 
	Service Taxes

	 	means any and all sales, use, excise, value-added, services, consumption and
other Taxes assessed on the provision of the Services as a whole or on any
particular Services.
	 
	 	 
	Service Ticket

	 	means a report of a Problem or a Service Request by any End User by means of
the applicable reporting process established by CSC and approved by Textron.
	 
	 	 
	Severity Levels

	 	has the meaning set forth Section 10.2 of Schedule B (Cross-Functional
Obligations).
	 
	 	 
	Severity Weight

	 	has the meaning set forth in Section 11.2 of Schedule B (Cross-Functional
Obligations)
	 
	 	 
	Signature Date

	 	has the meaning set forth in the preamble of this Agreement.
	 
	 	 
	Site
	 	means any Service
Recipient location; provided that as used in Attachment 3, Site means a service
location identified in Appendix 3D to Attachment 3 (Network Sites), as modified
pursuant to Change Control Procedures, and with a connection to the Textron
WAN.
	 
	 	 
	Small Site

	 	means any location meeting the following 2 criteria: (a) less than or equal to
seventy-five (75) Workstations; (b) located more than twenty (20) miles away
from a Textron site where at least one full-time CSC support staff member is
stationed. These criteria confirm eligibility only; actual designation as a
Small Site may be subject to certain approvals or other conditions, as agreed
upon by the Parties.”
	 
	 	 
	SOE or Standard Operating Environment

	 	means the Software in the Standard Operating Environments and listed as such in
Annex F-7 to Schedule F (Existing Equipment and Software), as such Annex may
thereafter be modified from time to time through the Change Control Procedure,
subject to Section 9.2 of Schedule B (Cross- Functional Obligations).
	 
	 	 
	SOE Software

	 	means Software that is included in any SOE.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






14









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Soft IMAC

	 	means an IMAC that does not require physical presence on–site at the End-User
office or Equipment location to complete the requested activity.
	 
	 	 
	Software

	 	means any computer program (including source code and object code), related
documentation, tangible media, program interfaces and any Software Tools or
object libraries embedded in that Software, which is used to provide, or which
forms part of, the Services, or which is used in connection with the Services, or
is otherwise used by Textron or any other Service Recipient. For the avoidance
of doubt, Software includes any computer program embedded in or used in
connection with a Supported Device.
	 
	 	 
	Software Tools

	 	means any Software that is used for Software development or testing, data
capture, system maintenance, data search, analysis, project management,
measurement and monitoring, including related methodologies, processes and
know-how. Examples of Software Tools include compilers, interpreters,
assemblers, 4GLs, editors, debuggers, and application generators.
	 
	 	 
	Speed to Answer

	 	has the meaning given to it in Section 3 of Appendix 5B.
	 
	 	 
	SPOC

	 	means the Level 1 Support single point of contact for End Users.
	 
	 	 
	Standalone Server

	 	means a Server that is physically located in a CSC Data Center in Norwich, Conn.
or Chesterfield, England or in a Textron Data Center in Wichita, Kan., Hurst,
Tex., and Providence, R.I (without regards to whether before or after any
Transformation Completion Date.) or in any data center that may be substituted
for any of the foregoing data centers in accordance with the Change Control
Procedures.
	 
	 	 
	Steering Committee

	 	means the management committee formed pursuant to Schedule K (Governance) and
identified therein as the “Steering Committee.”
	 
	 	 
	Successor Supplier

	 	means a Third Party to whom, on the termination of this Agreement for any reason,
Textron proposes or intends to contract the Services or any part of the Services
or any other services as Textron may require in substitution for or in addition
to the Services.
	 
	 	 
	Supported Device

	 	means any device identified as such in Annex F-6 to Schedule F (Existing
Equipment and Software) and any similar device added to Annex F-6 in accordance
with a Change Control Procedure. A Supported Device may be in the form of a bar
code printer, plotter, scanner, projector, time clock, certain designated
cameras, certain designated PDAs, Blackberry, certain limited thin clients or
other electronic device designated by Textron. This definition also includes
Workstations in use at Small Sites; such devices shall be designated WS-Supported
Device.
	 
	 	 
	Supported Equipment

	 	means any Equipment for which Services are provided through a Resource Unit.
	 
	 	 
	Supported Network

	 	means the WANs, LANs and any other Network related Equipment for which Services
are provided through a Resource Unit.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






15









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Supported Peripheral

	 	means any non-asset-tagged, Workstation-related
peripheral device and may be in the form of a PDA,
local attached printer, zip drive, camera, or other
similar electronic device, but shall not include a
display monitor, keyboard, mouse, network printer,
other pointing device or internal storage. Support
for Supported Peripherals will be provided as such
support exists (both as to nature and volume) as of
the applicable Handover Date. Any new technology or
increase in support requirements will be subject to
a Change Control Procedure.
	 
	 	 
	Supported Software

	 	means one or more programs in Tier 1 Software, Tier
2 Software, Tier 3 Software, Tier 4 Software and
Tier 5 Software; provided that no usage of this term
in any context shall be construed to alter, enlarge,
or change in any way CSC’s financial responsibility
as set forth in Annex F-7 to Schedule F. In the
event of any conflict, this construction shall
prevail.
	 
	 	 
	Supported Workstation

	 	means any Workstation for which a Resource Unit is
payable. For purposes of Appendix 4A, Appendix 4B
and Schedule B (Cross-Functional Obligations),
Network Printers for which Textron incurs a Resource
Unit charge shall be treated as Supported
Workstations, as applicable.
	 
	 	 
	Systems Change

	 	means any change in the manner in which the Services
are performed or provided, including changes in the
Software, Equipment or systems used in the Service,
as further described in Schedule K (Governance).
	 
	 	 
	Systems Change Procedure

	 	means the procedures for implementing a Systems
Change as set forth in Section 7 of Schedule K
(Governance).
	 
	 	 
	Systems Change Request

	 	means any request for a Systems Change.
	 
	 	 
	Tax or Taxes

	 	means all forms of taxation, whenever created or
imposed, whether domestic or foreign (regardless of
the identity of the taxing authority imposing such
Tax), and without limiting the generality of the
foregoing shall include net income, alternative or
add-on minimum tax, gross income, sales, use,
franchise, gross receipts, value added, service,
consumption, ad valorem, profits, license, payroll,
withholding, social security, unemployment
insurance, employment, property, transfer,
recording, excise, severance, stamp, occupation,
premium, windfall profit, custom duty, capital stock
or other tax, governmental fee or other like
assessment, levy or charge of any kind whatsoever,
together with any related interest, penalties or
other additions to tax, or additional amounts
imposed by any such taxing authority. When the term
“Tax” is used with a specified form of taxation,
e.g., “Business Tax,” it refers only to Taxes of the
specified type.
	 
	 	 
	Technology Plan

	 	has the meaning set forth in Section 13.3 of the MSA.
	 
	 	 
	Term

	 	has the meaning set forth in Section 2.1 of the MSA.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






16









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Termination

	 	means the expiration of the Master Services Agreement or a Tower Services
Agreement at the end of its Term without renewal, or the expiration of its
Term after extending the applicable Agreement in accordance with Section 2.2
of the MSA or the termination of the MSA in whole or in part in accordance
with Sections 21 or 24 of the MSA or termination of any Tower Services
Agreement in accordance with its terms.
	 
	 	 
	Termination Assistance

	 	has the meaning as set forth in Section 24.8.1 of the MSA and includes those
Services provided by CSC in connection with Termination as described in
Sections 24.7 and 24.8 of the MSA and Schedule H (Termination Assistance).
	 
	 	 
	Termination Assistance Period

	 	has the meaning set forth in Section 24.8.1 of the MSA.
	 
	 	 
	Termination Date

	 	means the date of the Termination of the MSA or a Tower Services Agreement,
in whole or in part, howsoever occurring.
	 
	 	 
	Termination Transfer Plan

	 	has the meaning set forth in Section 3 of Schedule H (Termination Assistance).
	 
	 	 
	Textron

	 	has the meaning set forth in the preamble of the MSA.
	 
	 	 
	Textron Assets

	 	has the meaning set forth in Section 17.4.1 of the MSA.
	 
	 	 
	Textron Audit Representatives

	 	means Textron and its appointed contractors (including internal audit staff),
Textron’s external auditors and their appointed contractors and regulator(s)
and/or any other auditors, regulators, inspectors or contractors whom Textron
designates in writing from time to time to conduct Audits on Textron’s
behalf.
	 
	 	 
	Textron Competitor

	 	means any company listed in Schedule L (Competitors) as it may be changed
unilaterally by Textron from time to time upon written notice to CSC.
	 
	 	 
	Textron Confidential Information

	 	means all Confidential Information
of Textron or another Service Recipient, in any form, furnished or made available directly or indirectly to
CSC by Textron or another Service Recipient or otherwise obtained or created
by CSC.
	 
	 	 
	Textron Data

	 	means all information, whether or not confidential, entered in Software or
Equipment by or on behalf of Textron and information derived from such
information, including as stored in or processed through the Equipment or
Software.
	 
	 	 
	Textron Facilities

	 	has the meaning set forth in Section 7.1.1 of the MSA.
	 
	 	 
	Textron Laws

	 	means Laws with which Textron or a Service Recipient would be required to
comply without regard to Textron’s having entered into the Agreement with
CSC.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






17









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Textron Information

	 	means all information, other than Textron Confidential
Information and Textron Data, that relates to Textron, any
Service Recipient, or any of its or their Affiliates,
employees, contractors, agents, customers, partners,
suppliers or joint venturers, including data or information
about any of their operations, facilities, personnel, assets,
products and programs, customer-specific data submitted to
CSC by Textron or another Service Recipient, in whatever form
that information may exist.
	 
	 	 
	Textron Leased Equipment

	 	means Equipment leased by Textron or another Service
Recipient from any Third Party.
	 
	 	 
	Textron Material

	 	means Material owned by the Textron, a Service Recipient or
any Affiliates of the foregoing (including Material in which
the Intellectual Property Rights are owned by the Textron, a
Service Recipient or an Affiliate) which is used to provide,
or which forms part of, the Services.
	 
	 	 
	Textron Owned Equipment

	 	means Equipment owned by Textron or another Service Recipient.
	 
	 	 
	Textron Personnel

	 	means all employees of Textron, of any Service Recipient or
of any contractor of Textron or any Service Recipient.
	 
	 	 
	Textron Program Executive

	 	means the individual designated by the Textron to whom CSC
shall communicate issues related to the Agreement, as set
forth in Schedule K (Governance).
	 
	 	 
	Textron Software

	 	means any Software which is owned by or licensed (other than
to the extent provided in Sections 9.3.4 or 9.4.1 of the MSA)
to Textron, another Service Recipient or any of their
respective Affiliates (including any Intellectual Property
Rights).
	 
	 	 
	Textron-Retained Leases

	 	means the Leases to Textron Leased Equipment that will be
retained by Textron and managed by CSC in accordance with
Section 8.2 of the MSA, and as set forth in Annex F-1 of
Schedule F (Existing Equipment and Software).






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






18









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Textron
Wide Area Network or Textron WAN

	 	means the Equipment, Software,
telecommunications facilities, lines, interconnect devices, wiring, cabling and fiber that are used to
create, connect and transmit data, voice and video signals between
and among: (i) Textron’s (or a Service Recipient’s) LANs; (ii)
Textron’s (or a Service Recipient’s) field offices; (iii) other
Textron (or Service Recipient) locations; (iv) non-Textron locations
that do business with Textron (or Service Recipient), excluding the
CSC WAN. A WAN commences with the WAN Network interconnect Equipment
at one Textron (or Service Recipient) location (e.g., router, dial-up
modem, dial backup Equipment) and ends with and includes the WAN
Network interconnect Equipment (e.g., router, dial-up modem, dial
backup Equipment) at another Textron (or such Service Recipient)
location or non-Textron location that is interconnected with the
first location via the WAN. For voice and data circuits, a Textron
WAN includes local access and interexchange and other long-haul
circuits, whether or not provided by a Third Party and used to
transport voice traffic and interconnect with the public switch
telephone network.
	 
	 	 
	Third Party

	 	has the meaning set forth in Section 25.13 of the MSA.
	 
	 	 
	Third Party Contract

	 	has the meaning set forth in Section 18.1.7 of the MSA.
	 
	 	 
	Third Party Material

	 	means Material used in connection with the Services which is not
Textron Material or CSC Material.
	 
	 	 
	Third Party Service Contracts

	 	means those agreements pursuant to which a Third Party is, immediately
prior to the Signature Date, furnishing or providing services to
Textron similar to or which form part of the Services. Third Party
Service Contracts are limited to those contracts included in Schedule
F (Existing Equipment and Software) as it may be changed from time to
time in accordance with a Change Control Procedure.
	 
	 	 
	Third Party Software

	 	means the Software which is not Textron Software or CSC Software.
	 
	 	 
	Third Party Software Contracts

	 	means those agreements pursuant to which a Third Party is, immediately
prior to the Signature Date, furnishing or providing Third Party
Software to Textron; provided that Third Party Software Contracts are
limited to those contracts included in Schedule F (Existing Equipment
and Software).
	 
	 	 
	Third Party Systems Software

	 	means software owned by a Third
Party that is Tiers 1 – 3 Software.
	 
	 	 
	Three Contact Rule

	 	means the process that defines and governs contacting and scheduling
time with the End User in support of Incidents and Service Requests,
as defined in the Call Scheduling PPM chapter.
	 
	 	 
	Tier 1 Software

	 	means Tier 1 Software for Mainframe and Midrange Technology and Tier
1 Software for Workstations.
	 
	 	 
	Tier 2 Software

	 	means Tier 2 Software for Mainframe and Midrange Technology and Tier
2 Software for Workstations






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential






19









 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Tier 3 Software

	 	means Tier 3 Software for Mainframe and Midrange Technology and Tier 3
Software for Workstations
	 
	 	 
	Tier 4 Software

	 	means Tier 4 Software for Mainframe and Midrange Technology and Tier 4
Software for Workstations.
	 
	 	 
	Tier 5 Software

	 	means Tier 5 Software for Mainframe and Midrange Technology and Tier 5
Software for Workstations.
	 
	 	 
	Tier 1 Software for Mainframe and
Midrange Technology
(collectively and
Tier 1 Software for
Mainframe
Technology and Tier
1 Software for
Midrange Technology
individually)

	 	means those Software programs and
programming (including supporting documentation, media, on-line help facilities and tutorials) that perform
operating system, disk and file system and security hardening tasks. These
types of Software include Software that operates the hardware storage
management to create/modify/delete disk and swap space, and basic system
security. Notwithstanding the foregoing, Tier 1 Software for Mainframe
and Midrange Technology is limited to that Software identified as Tier 1
Software for Mainframe and Midrange Technology in Annex F-7 to Schedule F
(Existing Equipment and Software), as such Annex may be modified from time
to time through the Change Control Procedure, subject to Section 9.2 of
Schedule B (Cross-Functional Obligations).
	 
	 	 
	Tier 2 Software for
Mainframe and
Midrange Technology
(collectively and
Tier 2 Software for
Mainframe
Technology and Tier
2 Software for
Midrange Technology
individually)

	 	means those Software programs and programming (including the
supporting documentation, media, on-line help facilities and tutorials)
that consist of system management agents and products and tools and
utilities, operational management tools (such as job schedulers and
printing environments), storage administration and backup, network
management, and session management tools. These types of Software programs
consist of agents such as monitoring, asset management, and remote control.
Software Tools include performance monitors and data collection.
Notwithstanding the foregoing, Tier 2 Software for Mainframe and Midrange
Technology is limited to that Software identified as Tier 2 Software for
Mainframe and Midrange Technology in Annex F-7 to Schedule F (Existing
Equipment and Software) as such Annex may be modified from time to time
through the Change Control Procedure, subject to Section 9.2 of Schedule B
(Cross-Functional Obligations).
	 
	 	 
	Tier 3 Software for
Mainframe and
Midrange Technology
(collectively and
Tier 3 Software for
Mainframe
Technology and Tier
3 Software for
Midrange Technology
individually)

	 	means those Software programs and programming (including the
supporting documentation, media, on-line help facilities and tutorials)
that perform transaction processing tasks (such as IMS and web-based
environments), database environments, and comprise the transaction
processing environment, language environments including development and
execution, and middleware products (e.g., MQSeries, Citrix and WebSphere)
and the middleware environment. Notwithstanding the foregoing, Tier 3
Software for Mainframe and Midrange Technology is limited to that Software
identified as Tier 3 Software for Mainframe and Midrange Technology in
Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may
be modified from time to time through the Change Control Procedure, subject
to Section 9.2 of Schedule B (Cross-Functional Obligations).






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential







20











 





			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Tier 4 Software for Mainframe and Midrange
Technology (collectively and Tier 4
Software for Mainframe Technology and Tier
4 Software for Midrange Technology
individually)

	 	means those Software programs
and programming (including the
supporting documentation,
media, on-line help facilities
and tutorials) that perform
the execution of business
logic and the processing of
data specific to Textron’s
business processes (including
purchased and business
applications developed by
Textron or a Service
Recipient) and
application-specific
standards. These types of
Software programs are
generally business unit or
regional specific.
Notwithstanding the foregoing,
Tier 4 Software for Mainframe
and Midrange Technology is
limited to that Software
identified as Tier 4 Software
for Mainframe and Midrange
Technology in Annex F-7 to
Schedule F (Existing Equipment
and Software) as such Annex
may be modified from time to
time through the Change
Control Procedure, subject to
Section 9.2 of Schedule B
(Cross-Functional
Obligations).
	 
	 	 
	Tier 5 Software for Mainframe and Midrange
Technology (collectively and Tier 5
Software for Mainframe Technology and Tier
5 Software for Midrange Technology
individually)

	 	means those Software programs
and programming (including the
supporting documentation,
media, on-line help facilities
and tutorials) that perform
the execution of business
logic and the processing of
data specific to Textron’s
business processes (including
purchased and business
applications developed by
Textron or a Service
Recipient) and
application-specific standards
(e.g., SAP, PeopleSoft).
Notwithstanding the foregoing,
Tier 5 Software for Mainframe
and Midrange Technology is
limited to that Software
identified as Tier 5 Software
for Mainframe and Midrange
Technology in Annex F-7 to
Schedule F (Existing Equipment
and Software) as such Annex
may be modified from time to
time through the Change
Control Procedure subject to
Section 9.2 of Schedule B
(Cross-Functional
Obligations).
	 
	 	 
	Tier 1 Software for Workstations

	 	means those Software programs
and programming (including the
supporting documentation,
media, on-line help facilities
and tutorials) that perform
operating system functions and
includes systems utilities,
bios and firmware. These types
of Software programs consist
of the software that operates
the hardware, storage
management to
create/modify/delete disk and
swap space, basic system
security as well as internet
browsers and Microsoft
terminal services and agents
to deploy/manage the Supported
Software. Notwithstanding the
foregoing, Tier 1 Software for
Workstations is limited to
that Software identified as
Tier 1 Software for
Workstations in Annex F-7 to
Schedule F (Existing Equipment
and Software) as such Annex
may be modified from time to
time through the Change
Control Procedure, subject to
Section 9.2 of Schedule B
(Cross-Functional
Obligations).






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential










21









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Tier 2 Software for Workstations

	 	means those Software programs and
programming (including the supporting
documentation, media, on-line help
facilities and tutorials) that consist of
multi-account software and Software Tools
that are common across business units.
These types of Software programs consist
of media player, electronic mail, instant
messaging, virus protection, productivity
applications (i.e., MS Office), zip
tools, and readers. Software Tools
include performance monitors and data
collection tools. Notwithstanding the
foregoing, Tier 2 Software for
Workstations is limited to that Software
identified as Tier 2 Software for
Workstations in Annex F-7 to Schedule F
(Existing Equipment and Software) as such
Annex may be modified from time to time
through the Change Control Procedure,
subject to Section 9.2 of Schedule B
(Cross-Functional Obligations).
	 
	 	 
	Tier 3 Software for Workstations

	 	means those Software programs and
programming (including the supporting
documentation, media, on-line help
facilities and tutorials) that perform
account specific functions. These types
of Software programs consist of
Dial-in/RAS capabilities, secure network
access, and security software.
Notwithstanding the foregoing, Tier
3 Software for Workstations is limited
to that Software identified as Tier 3
Software for Workstations in Annex F-7 to
Schedule F (Existing Equipment and
Software) as such Annex may be modified
from time to time through the Change
Control Procedure, subject to Section 9.2
of Schedule B (Cross-Functional
Obligations).
	 
	 	 
	Tier 4 Software for Workstations

	 	means those Software programs and
programming (including the supporting
documentation, media, on-line help
facilities and tutorials) that perform
Business Unit specific functions.
These types of Software programs consist
of middleware clients. These types of
Software programs will consist of some of
the 2000 applications designated by
Textron in Annex F-7 to Schedule F
(Existing Equipment and Software) to be
included in one or more SOEs.
Notwithstanding the foregoing, Tier 4
Software for Workstations is limited to
that Workstation Software identified as
Workstation Tier 4 in Annex F-7 to
Schedule F as such Annex may be modified
from time to time through the Change
Control Procedure, subject to Section 9.2
of Schedule B (Cross-Functional
Obligations).
	 
	 	 
	Tier 5 Software for Workstations

	 	means those Software programs and
programming (including the supporting
documentation, media, on-line help
facilities and tutorials) that perform
End-user specific functions. These are
limited to the 2000 applications
designated by Textron in Annex F-7 to
Schedule F (Existing Equipment and
Software) to be included in one or more
SOEs. Notwithstanding the foregoing, Tier
5 Software for Workstations is limited to
that Software identified as Tier 5
Software for Workstations in Annex F-7 to
Schedule F as such Annex may be modified
from time to time through the Change
Control Procedure, subject to Section 9.2
of Schedule B (Cross-Functional Obligations).






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential










22









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Token Authentication

	 	means authentication through the use of a challenge system where a user must enter a response to the
challenge provided by the token device — usually a numerical sequence.
	 
	 	 
	Tower of Services

	 	has the meaning set forth in Recital A of the MSA.
	 
	 	 
	Tower Services Agreement

	 	has the meaning set forth in Recital D of the MSA.
	 
	 	 
	Transfer Clauses

	 	means the clauses set forth in Annex B-3 to Schedule B (Cross-Functional Obligations) for the transfer
of personal data (as contained in the Textron Data or Textron Information) to data processors in third
countries that do not ensure an adequate level of data protection pursuant to Articles 26.2 and 26.4 of
Directive 95/46/EC.
	 
	 	 
	Transferred Equipment

	 	means the Equipment set forth in Annex F-4 of Schedule F (Existing Equipment and Software).
	 
	 	 
	Transformation

	 	means the performance of the
activities described in Section I.B (Transformation Plans and Milestones).
	 
	 	 
	Transformation Completion Date

	 	means, for each Tower of Services, the date on which the activities described in the Transformation
Plan for that Tower of Services have been completed.
	 
	 	 
	Transformation Plan

	 	has the meaning given in Section 3.6.2 of the MSA.
	 
	 	 
	Transformation Period

	 	means the period between the first Handover Date and the last Transformation Completion Date
	 
	 	 
	Transformation Survey

	 	is described in Section 12.3 of Schedule K (Governance).
	 
	 	 
	Transition

	 	means the performance of the
activities described in Schedule I.A (Transition Plan and Milestones).
	 
	 	 
	Transition Period

	 	means the period between the Signature Date and the date on which the activities described in the
Transition Plan are substantially complete.
	 
	 	 
	Transition Survey

	 	is described in Section 12.3 of Schedule K (Governance).
	 
	 	 
	Transition Plan

	 	has the meaning set forth in Section 3.6.1(a) of the MSA.
	 
	 	 
	Transitioned Employee

	 	has the meaning set forth in Section 1.2 of Schedule E.
	 
	 	 
	TSO

	 	means the IBM product “Time Sharing Option” and all IBM supported, un-supported, current, future and
past releases of the product as well as all additional features and functions that are used by the IBM
product as part of its operating environment.
	 
	 	 
	Turnover Rate

	 	has the meaning set forth in Section 10.6 of the MSA.






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential










23









 








			
	Textron
	 	CSC






	 	 	 
	Term	 	Definition
	Virus

	 	means:
	 
	 	 
	 

	 	(a) any program code or programming instructions constructed with the ability to damage,
interfere with or otherwise adversely affect computer programs, data files, Software,
Equipment or operations; or

	 
	 	 
	 

	 	(b) any other code typically designated to be a virus, worm, time or logic bomb, disabling
code or routine, backdoor or similar program.

	 
	 	 
	Voice Network

	 	means the infrastructure and other Network resources used to transport voice traffic
associated with voice applications, including telephony, wireless, landline, voice over IP
and voicemail.
	 
	 	 
	Voice Network Services

	 	means the Network Services as they relate to the Voice Network.
	 
	 	 
	WAN

	 	means a Textron WAN or a CSC WAN as applicable.
	 
	 	 
	Web Hosting

	 	means the provision of those web hosting services described in Attachment 2 (Tower Services
Agreement for Midrange Services.)
	 
	 	 
	Work Product

	 	means any output (in whatever form), including any Software (including any source code),
Material or Textron Data, which may be created, developed or Modified by or on behalf of CSC
in the course of the performance of the Services, whether solely or jointly by CSC, CSC
Subcontractors or any other Third Parties, including any Modifications to any Textron
Software, Textron Material, CSC Software, CSC Material, Third Party Software or Third Party
Material.
	 
	 	 
	Workstation

	 	means a device that consists of a system unit, a display monitor, a keyboard, a mouse, other
pointing device and internal storage, including Supported Software, but excluding Supported
Devices and Supported Peripherals. For the avoidance of doubt, a Workstation may be in the
form of a desktop computer, a laptop computer, a UNIX (RISC — reduced instruction set
computer) computer, or a fully functioning thin client (a device used to access a backend
server running applications to support the End User).
	 
	 	 
	Workstation Services

	 	has the meaning set forth in Attachment 4 (Tower Services Agreement for Workstation Services).






			
	 	 	 
	Schedule A (Definitions)
	 	Revised per Amendment No. 6
	Textron Inc
	 	Company Proprietary and Confidential







24