exv10w4






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



2









 






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



3









 






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



4









 






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
31st 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 31st
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.



5









 






     (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.



6









 





          (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



7









 




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



8









 




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



9









 




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



10









 




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.



11









 





     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



12









 




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.



13









 





          (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



14









 




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)



15









 




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.




16









 




     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

1133 Westchester Avenue

Suite 3000

White Plains, NY 10604

Attn: General Counsel

Facsimile: (914) 696-2970








17









 








          if to Exelis or to any of its Affiliates:


Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attn: Chief Legal Officer

Facsimile: 703-790-6407




          if to Xylem or to any of its Affiliates:


Xylem Inc.

1133 Westchester Avenue

Suite 2000

White Plains, NY 10604

Attn: General Counsel

Facsimile: 914-323-5997



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.



18









 






     (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.



19









 





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



	 	 	 	 	 
	 	ITT CORPORATION

 	 
	 	By:  	/s/ Aris C. Chicles
 	 
	 	 	Name:  	Aris C. Chicles 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	EXELIS INC.

 	 
	 	By:  	/s/ Ann D. Davidson
 	 
	 	 	Name:  	Ann D. Davidson 	 
	 	 	Title:  	V.P., General Counsel and Secretary 	 
	 



	 	 	 	 	 
	 	XYLEM INC.

 	 
	 	By:  	/s/ Frank R. Jimenez
 	 
	 	 	Name:  	Frank R. Jimenez 	 
	 	 	Title:  	V.P., General Counsel and Secretary 	 



20









 






	 	 	 	 	 



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)	 	Y1	 	 	Y2	 	 	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







2









 








SCHEDULE A




Service Provider: ITT Corporation




Service Recipient: Exelis Inc. and Xylem Inc.




Service to be provided:









3









 





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
	Philip Galluzzi
	 	Manager, TDS Business
	 	(386) 446-6160
	 	phil.galluzzi@itt.com
	ITT Corporation
	 	Relationships &

Corporate Travel	 	 	 	 
	 	 	 	 	 	 	 
	Mary Marts
	 	Sr. Financial Analyst,
	 	(914) 323-5791
	 	mary.marts@xyleminc.com
	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”).







1









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	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
	 	 	18	 	 	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 3rd 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com







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	 	 	$	125	 
	 
	 	 	 	 	 	 	 	 	 
	Greece
	 	$	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
	Philip Galluzzi

ITT Corporation

	 	Manager, TDS Business

Relationships &

Corporate Travel
	 	(386) 446-6160
	 	phil.galluzzi@itt.com
	 
	 	 	 	 	 	 
	Mary Marts
Xylem Inc.

	 	Sr. Financial Analyst,
Fluid and Motion Control
	 	(914) 323-5791
	 	mary.marts@xyleminc.com






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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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	 	 	$	125	 
	Greece
	 	$	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
	Philip Galluzzi

ITT Corporation

	 	Manager, TDS Business

Relationships &

Corporate Travel
	 	(386) 446-6160
	 	phil.galluzzi@itt.com
	 
	 	 	 	 	 	 
	Mary Marts

Xylem Inc.

	 	Sr. Financial Analyst,

Fluid and Motion Control
	 	(914) 323-5791
	 	mary.marts@xyleminc.com






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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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	 	 	$	125	 
	Greece
	 	$	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 Deborah Macchia

	 	Mgr, Benefits Planning and
Administration
	 	(914) 304-1729
	 	Deb.macchia@itt.com
	 
	 	 	 	 	 	 
	Lisa Munoz

	 	Benefits Analyst
	 	(914) 304-2026
	 	Lisa.munoz@itt.com
	 
	 	 	 	 	 	 
	Thomas Hickey

	 	Manager, Benefits
Financial Reporting
and Administration
	 	(914) 641-2077
	 	Thomas.hickey@itt.com
	 
	 	 	 	 	 	 
	Service
Recipient’s
Contact
	 	 	 	 	 	 
	Xylem Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Keith Dick

	 	Director, Global
Benefits
	 	(914) 323-5964
	 	Keith.dick@xyleminc.com






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 13-5158950) 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
(1st) 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 bill 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 Wayne 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 bill 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E. Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com



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
	 	Bell & Gossett 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
	 	Laing	 	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 Watson, 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 bill example)




	 	 	 	 	 
	Unit	 	Value Center	 	Grand Total
	FTC-HQ

	 	HQ
	 	 
	Motion and Flow Controls HQ

	 	HQ	 	 
	ITT Heat Transfer

	 	RCW	 	 
	ITT Bell & Gossett 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	 	 
	Laing

	 	RCW	 	 
	Nova Analytics

	 	ITT Analytics	 	 
	Global Water Instruments

	 	ITT Analytics	 	 
	Bellingham and Stanley

	 	ITT Analytics	 	 
	Aanderaa Data Instruments

	 	ITT Analytics	 	 






11









 






Attachment B









May 20, 2011




Ms. Deb Macchia

Manager, Benefits Planning and Communication

ITT Corporation

1133 Westchester Avenue

White Plains, NY 10604



RE: Trivestiture of ITT Corporation



Dear Ms. Macchia:



As yon know, SHPS Human Resource Solutions, Inc. (“Company”) currently provides ITT Corporation
(“Client”) spending account administration (“SAM”) 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,


Mike Ciarroccki, Client Relationship Executive

 SHPS Human Resource Solutions, Inc.






	 	 	 	 	 

	ACCEPTED by: ITT Corporation	 	 
	 
	 	 	 	 
	Deborah R. Macchia	 	 
	 	 	 
	Name:
	 	Deborah R. Macchia	 	 
	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 

Conrad Arnold
	 	Director Human

Resources
	 	(315) 568-7280
	 	Conrad.arnold@itt.com
	 	 	 	 	 	 	 
	Service Recipient’s 

Contact	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Xylem Inc. 

Dawn DeRue
	 	Human Resources Mgr.
	 	(315) 258-4830
	 	Dawn.derue@Xyleminc.com






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 (1st) 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: Cindy Jansen, Porzia
Quinn and Conrad Arnold.







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 bill
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

240 Falls Street

Seneca Falls, NY 13148

Attention: Daryl Bowker and Conrad Arnold

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E. Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Kevin Loucks

ITT Corporation
	 	Manager, Transition

Management Office
	 	(315) 568-7770
	 	kevin.loucks@itt.com
	 	 	 	 	 	 	 
	Service Receiver	 	 	 	 	 	 
	Eva Jakubowska

Xylem Inc.
	 	RCW IT Director
	 	(847) 513-2762
	 	eva.jakubowska@xyleminc.com






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 3rd 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 3rd 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 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.







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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E. Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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 Manuel Moreno,
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	 	 	$	125	 
	Greece
	 	$	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
	 	+302106770805
	 	vasilis.gerardos@itt.com
	 	 	 	 	 	 	 
	Service Receiver

Doug Olson

Xylem Inc.
	 	eBusiness Manager

ITT Residential & Commercial Water
	 	(847) 983-5747
	 	doug.olson@xyleminc.com






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 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 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E. Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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	 	 	$	125	 
	Greece
	 	$	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
	Kevin Loucks

	 	Manager, Transition
	 	(315) 568-7770
	 	kevin.loucks@itt.com
	ITT Corporation

	 	Management Office	 	 	 	 
	 
	 	 	 	 	 	 
	Eva Jakubowska

	 	RCW IT Director
	 	(847) 983-5905
	 	eva.jakubowska@xyleminc.com
	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
(Sarbanes-Oxley
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 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

	 	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


240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Xylem Inc.

2881 E. Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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	 	 	$	125	 
	Greece
	 	$	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 +1-219-405-9459 (available 24 hours/day) and the secondary support number is
+1-847-983-5862 (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

MyITT.COM 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
	Ken Gill

ITT Corporation
	 	Manager , Web, Social
Media
 &

Collaboration Solutions
	 	(315) 568-7861
	 	ken.gill@itt.com
	 	 	 	 	 	 	 
	Beth Davidovich

Xylem Inc.
	 	Director, Corporate IT

& Collaboration COE
	 	(914) 323-5975
	 	beth.davidovich@xyleminc.com






GENERAL SERVICE DESCRIPTION



Service Provider will perform myITT.com 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 myITT.com
application support:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•    Access to
myITT.com Application
- Service Provider
will use help desk
tickets from Service
Receiver and provide
access to myITT.com
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- myITT.com
Portal-01

	 	myITT.com
Maintenance Support
Services
	 	•    myITT.com
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 myITT.com)






	•	 	Updating functionality in existing sites






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





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- myITT.com
Portal-02

	 	myITT.com Migration
	 	•    Service
Provider will support
Service Receiver or
third parties
authorized to act on
behalf of Service
Receiver in project
managing the
myITT.com site
migration


	 	
	 
	 	 	 	 	 	 
	 

	 	 	 	Service Provider will
provide the following
knowledge transfer
services:

	 	 
	IT- myITT.com
Portal-03

	 	myITT.com 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.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. 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	 	 	$	125	 
	Greece
	 	$	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
	Tom Restaino
	 	Director, Information
	 	(315) 568-7884
	 	tom.restaino@itt.com
	ITT Corporation
	 	Technology
	 	 	 	 
	 
	 	Financial Shared Services	 	 	 	 
	 	 	 	 	 	 	 
	Eva Jakubowska
	 	RCW IT Director
	 	(847) 513-2762	 	eva.jakubowska@xyleminc.com
	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 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






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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.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. 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	 	 	$	125	 
	Greece
	 	$	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
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Tom Restaino

ITT
 Corporation

	 	Director, Information

Technology

Financial Shared Services
	 	(315) 568-7884
	 	tom.restaino@itt.com
	 
	 	 	 	 	 	 
	Shashank Patel

Xylem Inc.

	 	RCW Controller
	 	(847) 983-5856
	 	shashank.patel@xyleminc.com
	 
	 	 	 	 	 	 
	PRMS ERP 

Services
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Kevin Loucks

ITT

Corporation

	 	Manager, Transition

Management Office
	 	(315) 568-7770
	 	kevin.loucks@itt.com
	 
	 	 	 	 	 	 
	Eva Jakubowska

Xylem Inc.

	 	RCW IT Director
	 	(847) 513-2762
	 	eva.jakubowska@xyleminc.com






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.
	 	 	 	 	 	 	 	 






4









 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	 

	 	 	 	      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







5









 







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




6









 







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 Custom.net
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.





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:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.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. 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	 	 	$	125	 
	Greece
	 	$	35	 	 	$	46	 	 	$	58	 
	Mexico
	 	$	19	 	 	$	25	 	 	$	31	 
	Sweden
	 	$	75	 	 	$	100	 	 	$	125	 






9









 





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






10









 





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




11









 





Need More Information?



Points of Contact




	 	 	 	 	 	 	 
	 	 	Jean Lindsley,	 	 	 	 
	 	 	Datacenter Services, Chief	 	 	 	 
	Name	 	of Technology	 	Supervisor Name	 	TBD
	Telephone Number

	 	315-568-4774
	 	Telephone Number
	 	 
	Email Address

	 	jean.lindsley@itt.com
	 	Email Address	 	 
	Customer Info Link
	 	 	 	 	 	 






12









 





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







13











 





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
	Karla Viglasky

ITT Corporation
	 	Chief Information Officer
	 	(315) 568-7069
	 	karla.viglasky@itt.com
	 	 	 	 	 	 	 
	Peter Olive

Xylem Inc.
	 	Chief Information Officer
	 	+44 (1256) 353946
	 	peter.olive@xyleminc.com






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”).




1









 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	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 Cindy Hoots.	 	 	 	 	 	 








 




			
	*	 	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.





2









 





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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.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. 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.




3









 





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 R.L. de C.V
	 	01-779-79-69-535
	 	Araceli.europa@itt.com
	 	 	 	 	 	 	 
	Service
 Recipient

Anna Guerrero
	 	Controller, WWW Mexico

ITT Water Technology

Mexico, S. de R.L. de C.V.
	 	52 442 192 67 18

x231
	 	Anna.Guerrero@xyleminc.com






PARTIES TO THE AGREEMENT





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





1









 





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





2









 






	 	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 billings 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





3









 






	 	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





4









 





LOCATIONS





	1.	 	IP facility located at the following address;





Bombas Goulds de Mèxico , S. de R.L. de C.V

Avenida eje Oriente Poniente Lote 4 Manzana 9

Ciudad 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.




5









 












	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 — Joanne Scalard
	 
	 	 	 	1133 Westchester Ave, Suite 3000
	 
	 	 	 	White Plains, NY 10605
	 
	 	 	 	Joane.scalard@itt.com






	 	2.	 	Service Recipient — Dan Kelly
	 
	 	 	 	1133 Westchester Avenue, Suite 2000
	 
	 	 	 	White Plains, NY 10605
	 
	 	 	 	Dan.kelly@xyleminc.com





6









 





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 1st 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 1st 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




7









 











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 

Arnulfo Soto
	 	Controller ICS Nogales

Mexico
	 	1-800-854-7639 X5300
	 	Arnulfo.soto@itt.com
	 	 	 	 	 	 	 
	Service	 	 	 	 	 	 
	Recipient 

John Sullivan
	 	Controller, Flow Control
	 	(978) 281-0440 x284
	 	John.sullivan@xyleminc.com






PARTIES TO THE AGREEMENT





	 	1.	 	Service Provider — ITT Cannon 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





1









 






	 	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)




2









 












	 	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










3









 












	 	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.





4









 






	 	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





5









 





LOCATIONS





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





ITT Cannon de Mexico, S.A. de C.V.

Avenida del Libre Comercio S/N

Entre Calzada 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




6









 












	 	 	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




7









 












	 	 	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 — Suzy Lee
	 
	 	 	 	666 East Dyer Road
	 
	 	 	 	Santa Ana, Ca. 92705
	 
	 	2.	 	Service Recipient — Dan Kelly
	 
	 	 	 	Xylem Inc.
	 
	 	 	 	Suite 2000
	 
	 	 	 	1133 Westchester Avenue
	 
	 	 	 	White Plains, NY 10605





NOTICE REQUIREMENTS




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






8









 





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.



9









 





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
	 	 	 	 	 	 
	Paul Chen

	 	Finance Controller — Motion
	 	+86 (510) 8855 6108
	 	paul.chen@itt.com
	and

	 	Tech Wuxi	 	 	 	 
	 
	 	 	 	 	 	 
	Stephen Chan

	 	China Share Service Manager
	 	+852 2732 2720
	 	stephen.chan@itt.com
	 
	 	 	 	 	 	 
	Service Recipient
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Meng Hing Chua

	 	Vice President and Director of Finance
	 	+86 (021) 2208

2888 Ext. 1333	 	menghing.chua@xyleminc.com






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 Suite 3011-3014, Floor
30, Tower A, Hongqiao Shanghai City, 100 Zunyi Road, Changning District,
Shanghai, 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”.



1









 





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




2









 






	 	 	 	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




3









 






	 	 	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:




4









 












	 	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.




5









 











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 Building 3, No.
570 Yangda Road, Meicun, New District, 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.




6









 











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, 308 Dec Voeux Road Central, Hong Kong



Fax: +852 2732 2919



For the attention of: Mr. Stephen Chan, China Share Service Manager



SERVICE RECIPIENT:



Address:

Suite 3011-3014, Floor 30, Tower A, Hongqiao Shanghai City, 100 Zunyi Road, Changning
District, Shanghai, the People’s Republic of China



Fax: +86 (21) 2208 2999



For the attention of: Mr. Meng Hing Chua, Vice President and Director of Finance






7









 








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 Room 902, E3
Building, Oriental Plaza, No.1 Chang’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             .





8









 






	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 mark-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




9









 






	 	 	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.




10









 












“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.



11









 





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
	0820008

	 	 	 	 	 	Finance Supervisor
	0820032

	 	 	 	 	 	AR Accountant
	0830002

	 	 	 	 	 	IT Supervisor
	0863003

	 	 	 	 	 	ESH Officer
	0840020

	 	 	 	 	 	HR Supervisor
	0840003

	 	 	 	 	 	HR & 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






12









 






	 	 	 	 	 	 	 
	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

	 	 	 	 	 	Foreman
	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






13









 






	 	 	 	 	 	 	 
	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







14











 





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

Daryl Bowker

	 	TSA Manager
	 	Office:315-568-7676
	 	Daryl.bowker@ittcorp.com
	 
	 	 	 	 	 	 
	Service Receiver’s Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Xylem Inc.

Tim Coogan

	 	TSA Manager
	 	Office 914 323-5790
	 	Tim.Coogan@xyleminc.com






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




1









 




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 bill 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker




3









 




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




Xylem Inc.

1133 Westchester Avenue

Suite 2000

White Plains, NY 10604

Attention: Tim Coogan




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 3rd 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 Master Black Belt Training



Service Provider: ITT Corporation



Service Owner: Mary Gerstner, mary.gerstner@itt.com (914) 641-2002




Service Receiver: Xylem Inc.



Service Owner: Rod Smith, rod.smith@xyleminc.com (806) 252-4692




Service Receiver: Exelis Inc.



Service Owner: Vince Thomas, vince.thomas@exelisinc.com phone (702) 790-6351



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.




5









 





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





6











 





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

Rabi Burman

	 	General Manager, ITT

Corporation India Pvt Ltd.

Plot No 731A, GIDC Savli,

Manjusar, Savli Road.

Vadodara, Gujarat 391 770
	 	+91 976 633 4443
	 	Rabi.Burman@itt.com
	 
	 	 	 	 	 	 
	Service Recipient

Sam Yamdagni

	 	President, Xylem Water

Solutions India Pvt Ltd.

Plot No 731B, GIDC Savli,

Manjusar, Savli Road.

Vadodara, Gujarat 391 770
	 	+91 22 67843080
	 	Sam.Yamdagni@xyleminc.com






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.





1









 





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
GL
	 
	 	e.	 	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;




Plot No 731A, GIDC Savli, Manjusar, Savli Road.

Vadodara, Gujarat 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 — Joanne Scalard






1133 Westchester Ave, Suite 2000




White Plains, NY 10605




	2.	 	Service Recipient — Dan Kelly






1133 Westchester Avenue, Suite 3000




White Plains, NY 10605



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: John
Veness




	 	 	 	 	 	 	 
	Name	 	Title	 	Phone	 	e-mail
	Service Provider

John Veness

	 	General Manager
	 	+44(0) 1297 630247
	 	John.Veness@itt.com
	 
	 	 	 	 	 	 
	Service Recipient

Duncan Lewis

	 	General Manager
	 	+44 1297 630209
	 	Duncan.Lewis@itt.com






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.

Millwey Rise Industrial Estate

Axminster EX13 5HU, United Kingdom



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. Millwey Rise Industrial Estate Axminster EX13 5HU, United Kingdom





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

Rabi Burman

	 	General Manager, ITT

Corporation India Pvt Ltd.

Plot No 731A, GIDC Savli,

Manjusar, Savli Road.

Vadodara, Gujarat 391 770
	 	+91 976 633 4443
	 	Rabi.Burman@itt.com
	 
	 	 	 	 	 	 
	Service Recipient

Tangellapalli

Venugopalakrishna

	 	Controller, Xylem Water

Solutions India Pvt Ltd.

Plot No 731B, GIDC Savli,

Manjusar, Savli Road.

Vadodara, Gujarat 391 770
	 	+91 22 67843080
	 	Tangellapalli.Venugopalakrishna@xyleminc.com






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;





Plot No 731A, GIDC Savli, Manjusar, Savli Road.

Vadodara, Gujarat 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 — Joanne Scalard






1133 Westchester Ave, Suite 3000




White Plains, NY 10605




	2.	 	Service Recipient — Dan Kelly






1133 Westchester Avenue, Suite 2000




White Plains, NY 10605



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 PO	 	NA	 	NA	 	 	NA	 	 	NA	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	NA	 	NA	 	 	 	NA	 	Sampling	 	NA	 	 	 	100	%	 	NA	 
	 	 	NA	 	NA	 	 	 	NA	 	Sampling	 	NA	 	 	 	100	%	 	NA	 
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	 	100	%	 	NA	 
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	 	100	%	 	NA	 
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	NA	 	 	 	100	 
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	NA	 	 	NA	 
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	 	100	%	 	 	100	%
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	 	100	%	 	 	100	%
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	 	100	%	 	 	100	%
	 	 	NA	 	NA	 	 	 	NA	 	NA	 	NA	 	 	 	100	%	 	 	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
	 
	 	 
	 	 
	 	 
	Kim Acker

ITT Corporation
	 	ITT Shared Service

Working Capital

Manager
	 	(315) 568-7258
	 	kim.acker@itt.com
	 	 	 	 	 	 	 
	Elizabeth Webster

Exelis Inc.
	 	Senior Business Analyst
	 	(315) 568-7850
	 	elizabeth.webster@exelisinc.com






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 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.








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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




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	 	 	$	125	 
	Greece
	 	$	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
	1005

	 	
	 	Fort Wayne
	 
	 	 	 	 
	1010

	 	

	 	Clifton
	 
	 	 	 	 
	1018

	 	
	 	Seneca Falls
	 
	 	 	 	 
	1160

	 	

	 	Reston
	 
	 	 	 	 
	1165

	 	
	 	Van Nuys
	 
	 	 	 	 
	1170

	 	
	 	McLean
	 
	 	 	 	 
	1180

	 	
	 	Roanoke
	 
	 	 	 	 
	1185

	 	
	 	Rochester
	 
	 	 	 	 
	1186

	 	
	 	Rochester
	 
	 	 	 	 
	1190

	 	

	 	Colorado Springs
	 
	 	 	 	 
	1191

	 	
	 	Colorado Springs
	 
	 	 	 	 
	1195

	 	
	 	Colorado Springs
	 
	 	 	 	 
	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
	Philip Galluzzi

ITT Corporation
	 	Manager, TDS Business

Relationships & Corporate Travel
	 	(386) 446-6160
	 	phil.galluzzi@itt.com
	 	 	 	 	 	 	 
	Joe Daniel

Exelis Inc.
	 	TSA Manager
	 	(703) 338-3405
	 	joe.daniel@exelisinc.com






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 3rd 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




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	 	 	$	125	 
	Greece
	 	$	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
	Philip Galluzzi

	 	Manager, TDS Business
	 	(386) 446-6160
	 	phil.galluzzi@itt.com
	ITT Corporation

	 	Relationships & Corporate Travel	 	 	 	 
	 
	 	 	 	 	 	 
	Joe Daniel

	 	TSA Manager
	 	(703) 338-3405
	 	joe.daniel@exelisinc.com
	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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




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	 	 	$	125	 
	Greece
	 	$	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
	Philip Galluzzi

ITT Corporation
	 	Manager, TDS Business

Relationships & Corporate
 Travel
	 	(386) 446-6160
	 	phil.galluzzi@itt.com
	 	 	 	 	 	 	 
	Randy McElvain

Exelis Inc.
	 	Director, Enterprise

Infrastructure Operations
	 	(260) 451-1353
	 	randy.mcelvain@exelisinc.com






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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




5









 





If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




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	 	 	$	125	 
	Greece
	 	$	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	 	 	 	 
	Deborah Macchia
	 	Planning and	 	 	 	 
	 
	 	Administration	 	(914) 304-1729	 	Deb.macchia@itt.com
	 
	 	 	 	 	 	 
	Lisa Munoz
	 	Benefits Analyst	 	(914) 304-2026	 	Lisa.munoz@itt.com
	 
	 	 	 	 	 	 
	Thomas Hickey
	 	Manager, Benefits,	 	 	 	 
	 
	 	Financial Reporting	 	 	 	 
	 
	 	And Administration	 	(914) 641-2077	 	Thomas.hickey@itt.com
	 
	 	 	 	 	 	 
	Service Recipient’s
Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exelis Inc.
	 	Director of Global	 	(703) 790-6385	 	Bill.bonk@exelisinc.com
	Bill Bonk
	 	Benefits	 	 	 	 
	 
	 	 	 	 	 	 
	John Brown
	 	Manager of Benefits	 	 	 	 
	 
	 	Administration	 	(631) 630-5071	 	John.Brown@exelisinc.com






 









 






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
(1st) 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 bill 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 Wayne 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 bill 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Recipient:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com



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 Wayne
	 	Exelis	 	 	 	 	 	 	 	 	 	 	 	 
	 	213020	 	 	Communications System Division — Nutley
	 	Exelis	 	 	 	 	 	 	 	 	 	 	 	 
	 	213030	 	 	Defense Division HQ
	 	Exelis	 	 	 	 	 	 	 	 	 	 	 	 
	 	261010	 	 	Night Vision
	 	Exelis	 	 	 	 	 	 	 	 	 	 	 	 
	 	374010	 	 	Gilfillan 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 Watson, 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.




10









 











Attachment A




Monthly self bill 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	 	 







11










 






Attachment B








May 20, 2011




Ms. Deb Macchia

Manager, Benefits Planning and Communication

ITT Corporation

1133 Westchester Avenue

White Plains, NY 10604




RE: Trivestiture of ITT Corporation




Dear Ms. Macchia:



As you
know, SHPS Human Resource Solutions, Inc. (“Company”) currently providus ITT Corporation
(“Client”) spending account administration (“SAM”) 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.





12











 





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 Conrad Arnold
	 	Director Human Resources
	 	(315) 568-7280
	 	Conrad.arnold@itt.com
	 
	 	 	 	 	 	 
	Service Recipient’s Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exelis Inc.
	 	 	 	 	 	 
	Caroline Hunt

	 	Sr. Mgr., Benefits.
	 	(260) 451-6063
	 	Caroline.hunt@exelisinc.com






PARTIES TO THE AGREEMENT




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

Service Recipient: Exelis Inc. — Ft. Wayne, 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.




1









 








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 (1st) 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




2









 








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: Cindy Jansen, Porzia
Quinn and Conrad Arnold.





	 	•	 	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 bill 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





3









 








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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




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.




4









 








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	 







5











 





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
	Karla Viglasky

	 	Chief Information Officer
	 	(315) 568-7069
	 	karla.viglasky@itt.com
	ITT Corporation
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ray DeLuke
	 	 	 	 	 	 
	Exelis Inc.

	 	Chief Information Officer
	 	(703) 790-6356
	 	ray.deluke@exelisinc.com






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”).




1









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	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 Cindy Hoots.	 	 	 	 	 	 








 




			
	*	 	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.




2









 










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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




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.





3











 





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
	 	 	 	 	 	 
	Daryl Bowker

	 	Director, ITT Shared Services
	 	(315) 568-7676
	 	Daryl.Bowker@itt.com
	William Feher

	 	VP, ITT Internal Audit
	 	(914) 641-2020
	 	William.Feher@itt.com
	 
	 	 	 	 	 	 
	Service Recipient’s
Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exelis Inc.

	 	ITT Exelis, Asst Controller
	 	(703) 790-6309
	 	Joe.Daniel@exelisinc.com
	Joe Daniel

	 	ITT Exelis, Senior
	 	(914) 641-2047
	 	 Mark.Quirk@exelisinc.com
	Mark Quirk

	 	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-






1









 







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 1133 Westchester Avenue, White
Plains, NY (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.




2









 












	 	•	 	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.




3









 






	 	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




4









 






	 	 	 	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 GL
ledger 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





1133 Westchester Avenue 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.




5









 






	•      		 	 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.




6









 







	 
	 	•	 	 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




If to the Service Receiver:

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com











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 (Gerstner) 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 ITTHQ Co # 600
	 	 	2007	 	 	HQ Controllers
	 		 	 	 	 
	 
	47

	 	Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600
	 	 	2008	 	 	HQ Controllers
	 		 	 	 	 
	 
	48

	 	Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600
	 	 	2009	 	 	HQ Controllers
	 		 	 	 	 
	 
	49

	 	Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600
	 	 	2010	 	 	HQ Controllers
	 		 	 	 	 
	 
	50

	 	Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600
	 	 	2011	 	 	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
	 		 	 	 	 
	 
	68

	 	ITT HQ Co # 600 “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
	69

	 	ITT HQ Co # 600 “INTERCOMPANY STATEMENT OFF ACCOUNT”  — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)
	 	 	2007	 	 	HQ Controllers
	 		 	 	 	 
	 
	70

	 	ITT HQ Co # 600 “INTERCOMPANY STATEMENT OFF ACCOUNT”  — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)
	 	 	2008	 	 	HQ Controllers
	 		 	 	 	 
	 
	71

	 	ITT HQ Co # 600 “INTERCOMPANY STATEMENT OFF ACCOUNT”  — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)
	 	 	2009	 	 	HQ Controllers
	 		 	 	 	 
	 
	72

	 	ITT HQ Co # 600 “INTERCOMPANY STATEMENT OFF ACCOUNT”  — ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)
	 	 	2010	 	 	HQ Controllers
	 		 	 	 	 
	 
	73

	 	ITT HQ Co # 600 “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/Longo)
	 	 	2006	 	 	HQ Corp Responsibility
	 		 	 	 	 
	 
	174

	 	All Quarterly E&C Metrics Reports (Raven/Longo)
	 	 	2007	 	 	HQ Corp Responsibility
	 		 	 	 	 
	 
	175

	 	All Quarterly E&C Metrics Reports (Raven/Longo)
	 	 	2008	 	 	HQ Corp Responsibility
	 		 	 	 	 
	 
	176

	 	All Quarterly E&C Metrics Reports (Raven/Longo)
	 	 	2009	 	 	HQ Corp Responsibility
	 		 	 	 	 
	 
	177

	 	All Quarterly E&C Metrics Reports (Raven/Longo)
	 	 	2010	 	 	HQ Corp Responsibility
	 		 	 	 	 






24









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Year, if	 	Dept	 	 	 	Complete	 	 
	#	 	Description	 	applicable	 	Affected	 	POCs	 	(Y/N)	 	Comments
	178

	 	All Quarterly E&C Metrics Reports (Raven/Longo)
	 	 	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 4 Red Oak Lane, White Plains NY
	 	 	2006	 	 	HQ Controllers
	 		 	 	 	 
	 
	258

	 	ITT Lease for 1133 Wesrchester Ave, White Plains NY
	 	 	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
	268

	 	ITT HQ W-2s 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 (L. Thumen)
	 	 	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 (L. Thumen)
	 	 	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 (L. Thumen)
	 	 	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 (L. Thumen)
	 	 	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 (L. Thumen)
	 	 	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 (L. Thumen)
	 	 	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 Hahn) w/supporting source documentation
	 	 	2006	 	 	HQ Controllers
	 	
	 	 	 	 






38









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Year, if	 	Dept	 	 	 	Complete	 	 
	#	 	Description	 	applicable	 	Affected	 	POCs	 	(Y/N)	 	Comments
	320

	 	LTIP Calculations (M Hahn) w/supporting source documentation
	 	 	2007	 	 	HQ Controllers
	 		 	 	 	
	 
	321

	 	LTIP Calculations (M Hahn) w/supporting source documentation
	 	 	2008	 	 	HQ Controllers
	 		 	 	 	
	 
	322

	 	LTIP Calculations (M Hahn) w/supporting source documentation
	 	 	2009	 	 	HQ Controllers
	 		 	 	 	
	 
	323

	 	LTIP Calculations (M Hahn) w/supporting source documentation
	 	 	2010	 	 	HQ Controllers
	 		 	 	 	
	 
	324

	 	LTIP Calculations (M Hahn) 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 (S. Agustin)
	 	 	2006	 	 	HQ Controllers
	 		 	 	 	 
	 
	602

	 	Copy of the Recurring Jourmal Entry Binders (S. Agustin)
	 	 	2007	 	 	HQ Controllers
	 		 	 	 	 
	 
	603

	 	Copy of the Recurring Jourmal Entry Binders (S. Agustin)
	 	 	2008	 	 	HQ Controllers
	 		 	 	 	 
	 
	604

	 	Copy of the Recurring Jourmal Entry Binders (S. Agustin)
	 	 	2009	 	 	HQ Controllers
	 		 	 	 	 
	 
	605

	 	Copy of the Recurring Jourmal Entry Binders (S. Agustin)
	 	 	2010	 	 	HQ Controllers
	 		 	 	 	 
	 
	606

	 	Copy of the Recurring Jourmal Entry Binders (S. Agustin)
	 	 	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

	 	Clayton Young 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

	 	Clayton Young 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

	 	Clayton Young 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

	 	Clayton Young 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

	 	Clayton Young 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

	 	Clayton Young 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: Norrine 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 Donnelly)
	 	 	2006	 	 	HQ Flight Ops Dept
	 		 	 	 	 
	 
	747

	 	Source Data related to # of miles flown by each Corporate Jet 

(K Donnelly)
	 	 	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 Donnelly)
	 	 	2008	 	 	HQ Flight Ops Dept
	 		 	 	 	 
	 
	749

	 	Source Data related to # of miles flown by each Corporate Jet 

(K Donnelly)
	 	 	2009	 	 	HQ Flight Ops Dept
	 		 	 	 	 
	 
	750

	 	Source Data related to # of miles flown by each Corporate Jet

 (K Donnelly)
	 	 	2010	 	 	HQ Flight Ops Dept
	 		 	 	 	 
	 
	751

	 	Source Data related to # of miles flown by each Corporate Jet (K Donnelly)
	 	 	2011	 	 	HQ Flight Ops Dept
	 		 	 	 	 
	 
	752

	 	Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2006	 	 	FWSS Acctg
	 		 	 	 	 
	 
	753

	 	Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2007	 	 	FWSS Acctg
	 		 	 	 	 
	 
	754

	 	Fort Wayne 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
	755

	 	Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2009	 	 	FWSS Acctg
	 		 	 	 	 
	 
	756

	 	Fort Wayne Shared Service (FWSS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2010	 	 	FWSS Acctg
	 		 	 	 	 
	 
	757

	 	Fort Wayne 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 






106









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Year, if	 	Dept	 	 	 	Complete	 	 
	#	 	Description	 	applicable	 	Affected	 	POCs	 	(Y/N)	 	Comments
	856

	 	Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	857

	 	Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	858

	 	Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	859

	 	Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	860

	 	Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers for all costs incurred by Cost Center/Department (System-generated PDF & xls format)
	 	 	2011	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	862

	 	All Journal Entries for FRC/EI/TDS Location Operations
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	863

	 	All Journal Entries for FRC/EI/TDS Location Operations
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	864

	 	All Journal Entries for FRC/EI/TDS Location Operations
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	865

	 	All Journal Entries for FRC/EI/TDS Location Operations
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	866

	 	All Journal Entries for FRC/EI/TDS Location Operations
	 	 	2011	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	867

	 	All Supporting Docs for the FRC/EI/TDS JEs
	 	 	2006	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	868

	 	All Supporting Docs for the FRC/EI/TDS JEs
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	869

	 	All Supporting Docs for the FRC/EI/TDS JEs
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	870

	 	All Supporting Docs for the FRC/EI/TDS JEs
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	871

	 	All Supporting Docs for the FRC/EI/TDS JEs
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	872

	 	All Supporting Docs for the FRC/EI/TDS JEs
	 	 	2011	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	874

	 	SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	875

	 	SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	876

	 	SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	877

	 	SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	878

	 	SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)
	 	 	2011	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	879

	 	FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)
	 	 	2006	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	880

	 	FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	881

	 	FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)
	 	 	2008	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	883

	 	FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	884

	 	FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)
	 	 	2011	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	885

	 	Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc
	 	 	2006	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	886

	 	Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	887

	 	Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	888

	 	Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	889

	 	Agreements/Contracts with Consultants, 3rd Part Service Providers, S/W & H/W Contracts, etc
	 	 	2010	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	903

	 	Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets
	 	 	2006	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	904

	 	Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	905

	 	Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	906

	 	Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	907

	 	Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	908

	 	Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets
	 	 	2011	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	909

	 	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations
	 	 	2006	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	911

	 	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	912

	 	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	913

	 	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations
	 	 	2010	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	914

	 	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations
	 	 	2011	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	915

	 	Rental Agreements that support all FW Shared Service Rental Expenses
	 	 	2006	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	916

	 	Rental Agreements that support all FW Shared Service Rental Expenses
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	917

	 	Rental Agreements that support all FW Shared Service Rental Expenses
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	918

	 	Rental Agreements that support all FW Shared Service Rental Expenses
	 	 	2009	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	919

	 	Rental Agreements that support all FW Shared Service Rental Expenses
	 	 	2010	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	928

	 	Concur Reports (with receiipts) related to all FW Shared Service Locations
	 	 	2007	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	929

	 	Concur Reports (with receiipts) related to all FW Shared Service Locations
	 	 	2008	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	930

	 	Concur Reports (with receiipts) related to all FW Shared Service Locations
	 	 	2009	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared Services (FRC/EI/TDS)
	 		 	 	 	 
	 
	932

	 	Concur Reports (with receiipts) related to all FW Shared Service Locations
	 	 	2011	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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	 	 	Seneca Falls Shared 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)


	 	 	2007	 	 	Seneca Falls 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)
	 	 	2008	 	 	Seneca Falls 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)
	 	 	2009	 	 	Seneca Falls 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)
	 	 	2010	 	 	Seneca Falls 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)
	 	 	2011	 	 	Seneca Falls 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
	DEHQ
	 	1
	FWSS Acctg
	 	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 —

	 	GSS Poland
	400307 —

	 	GSS India
	400308 —

	 	GSS Italy
	400401 —

	 	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
	 	CNS






	 	 	 	 	 
	Co #	 	ITT HQ & FSS	 	New Company
	1003

	 	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

Daryl Bowker

	 	TSA Manager
	 	Office:315-568-7676
	 	Daryl.bowker@ittcorp.com
	 
	 	 	 	 	 	 
	Service Receiver’s
Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Exelis Inc.

Joe Daniel

	 	

TSA Manager
	 	

Office: (703) 790-6309
	 	

Joe.daniel@itt.com






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 bill 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

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker




3









 




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




Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel




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 3rd 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 Wayne 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 bill). 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 Wayne 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: Mary Gerstner, mary.gerstner@itt.com (914) 641-2002




Service Receiver: Xylem Inc.

Service Owner: Rod Smith, rod.smith@xyleminc.com (806) 252-4692




Service Receiver: Exelis Inc.

Service Owner: Vince Thomas, vince.thomas@exelisinc.com phone (702) 790-6351



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 George Shuggi, General Manager of IP Dubai branch.
Address: Office 504; Deira Twin towers; Baniyas Street; Deira; Dubai ; UAE



Service receiver/Bill to: Bernard Joseph Dunn, 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:

Burt Fealing

1133 Westchester Avenue, Suite 3000

White Plains, NY 10604

Burt.Fealing@itt.com




Service Receiver: Exelis Inc.

Service Receiver Owner:

Vince Thomas

Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Vince.Thomas@exelisinc.com




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 

Barbara West

	 	UK Benefits Manager
	 	44- 1256-311-801
	 	barbara.west@xyleminc.com
	 
	 	 	 	 	 	 
	Service Recipient’s
Contact
	 	 	 	 	 	 
	ITT Industries 

Limited 

Roger Wearn

	 	Shared Services Manager
	 	44-1256 3111767
	 	roger.wearn@itt.com






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 Barbara West and/or Linda Frawley
(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”).







1









 








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.





2









 






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 bill 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.












3









 








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,

Viables Estate, Basingstoke, Hampshire RG22 4BA

Attention: Barbara West




Notices to the Service Receiver should be sent to

ITT Industries Limited

Jays Close, Viables Estate,

Basingstoke, Hampshire RG22 4BA

Attention: Roger Wearn




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 Ms. West.

	 	Cost plus 2% - 10% during 2011

Cost plus 2% - 10% during 2012

Cost plus 2% - 10% during 2013
	 
	Hourly Rate for Ms. Frawley

	 	Cost plus 2% - 10% during 2011
	 

	 	Cost plus 2% - 10% during 2012
	 

	 	Cost plus 2% - 10% during 2013







4











 





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	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Jason Pratt

Xylem Inc.
	 	 	 	(717) 509-2310
	 	jason.pratt@xyleminc.com
	 	 	 	 	 	 	 
	Service Receiver


Ray Schussler

ITT Corporation
	 	

Global Engineering

Systems Manager
	 	

(315) 568-7287
	 	

ray.schussler@itt.com






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:	 	 	 	 	12	 	 	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

	 






3









 






	 	 	 	 	 	 	 
	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.




4









 






	 	•	 	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.

240 Fall Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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.





5









 








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	 	 	$	125	 
	Greece
	 	$	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






7









 






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
	Cecilia Akesson

Xylem Inc.
	 	Team Leader
	 	+46 471 247994
	 	cecilia.akesson@xyleminc.com
	 	 	 	 	 	 	 
	Kevin Loucks

ITT Corporation
	 	Manager, Transition

Management Office
	 	(315) 568-7770
	 	kevin.loucks@itt.com






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.

2881 E Bayard Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	Greece
	 	$	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. 

Duncan Lewis
	 	General Manager
	 	+44(0) 1297 630209
	 	Duncan.Lewis@xyleminc.com
	 	 	 	 	 	 	 
	Service Recipient

ITT Industries Ltd. 

John Veness
	 	General Manager
	 	+44(0) 1297 630247
	 	John.Veness@itt.com






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.

Millwey Rise Industrial Estate

Axminster EX13 5HU, United Kingdom




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. Millwey Rise Industrial Estate Axminster EX13
5HU, United Kingdom





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)

Harald Rach

	 	





General Manager
ITT Nanjing Co., Ltd.
(Xylem Nanjing)

Longyang Road, Luhe
Economic Development
Area, Luhe District,
Nanjing, Jiangsu
Province, China
	 	





+86 25 5719 5050
	 	





Harald.rach@xyleminc.com
	 
	Service 
Recipient’s 

Contact

IP China/Shanghai 

Goulds Pumps

Carter Chan

	 	





General Manager, IP China
ITT (China)
Investment
Company Limited 

30F Tower A, City
Center of Shanghai, 100
Zunyi Road Shanghai
200051
	 	





+86 21 22082888 x6188
	 	





Carter.Chan@itt.com






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 — Dan Kelly

1133 Westchester Avenue

Suite 2000

White Plains, NY 10605




Service Recipient — Joanne Scalard

1133 Westchester Ave

Suite 3000

White Plains, NY 10605




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 

Kacy Litzy

	 	VP Director Global
Operations
	 	(661) 714 6295
	 	Kacy.litzy@xyleminc.com
	 	 	 	 	 	 	 
	Service Recipient 

Alan Gilden
	 	Valencia Director
of Operations
	 	(661) 295 4003
	 	Alan.gilden@itt.com






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




1









 











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




2









 






	 	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




3









 






	 	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




4









 






	 	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




5









 











LOCATIONS





	1.	 	Flow Control Chihuahua Mexico facility located at the following
address;





Av. Washington # 3701, Edificio 8

Parque Industrial las Americas

C.P. 31114

Chihuahua, Chihuahua. Mexico 31200




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






6











 





     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 — Dan Kelly
	 
		 	1133 Westchester Avenue, Suite 2000
	 
	 	 	White Plains, NY 10605






	2.	 	Service Recipient — Alan Gilden
	 
		 	28150 Industry Drive
	 
	 	 	Valencia, Ca. 91355





NOTICE REQUIREMENTS




	 	 	 	 	 
	 	 	 	 	Prior Notice Requirement to
	No.	 	Third Party Provider	 	Terminate Service
	 

	 	American Industries
	 	See Term and Option above
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	 

	 	 
	 	 





7









 






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.




8









 











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.
	 	 	 	 	 	 
	Tim Coogan

	 	TSA Manager
	 	( 914) 323-5790
	 	Tim.Coogan@xyleminc.com
	Linda Lynch

	 	Director, FSS
	 	(315) 239-2371
	 	Linda.lynch@xyleminc.com
	 
	 	 	 	 	 	 
	Service Receiver’s
	 	 	 	 	 	 
	Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ITT Corporation
	 	 	 	 	 	 
	Daryl Bowker

	 	TSA Manager
	 	(315) 568-7676
	 	Daryl.bowker@itt.com






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 bill 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.

1133 Westchester Avenue

Suite 2000

White Plains, NY 10604

Attention: Tim Coogan




 









 




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




ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker




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 3rd 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:

Gary Jollow, Director Human Resources Asia Pacific

Unit 2, 2 Capicure Drive

Eastern Creek NSW 2766

P: +61 2 9832 6381

F: +61 2 9832 6480

E: gary.jollow@itt.com




Service Receiver: ITT Corporation

Service Receiver Owner: Donna Luning

1133 Westchester Avenue

White Plains, NY 10604

914-584-0073

Donna.Luning@itt.com



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
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Barbara West

	 	UK Benefits Manager
	 	44- 1256-311-801
	 	barbara.west@xyleminc.com
	 
	 	 	 	 	 	 
	Service Recipient’s
Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Caroline Hunt

	 	Senior Benefits Manager
	 	(260) 451-6063
	 	Caroline.hunt@exelis.com






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 Barbara West and/or Linda Frawley
(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”).







1









 








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.




2









 











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 bill 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.




3









 








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,

Viables Estate, Basingstoke, Hampshire RG22 4BA

Attention: Barbara West




Notices to the Service Receiver should be sent to

ITT Defense, Ltd and EDO MBM Technology Ltd.

C/O Exelis Inc.

1919 W Cook Rd

Fort Wayne, Indiana 46818

Attention: Caroline Hunt




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 Ms. West.

	 	Cost plus 2% - 10% during 2011
	 

	 	Cost plus 2% - 10% during 2012
	 

	 	Cost plus 2% - 10% during 2013
	 
	 	 
	Hourly Rate for Ms. Frawley

	 	Cost plus 2% - 10% during 2011
	 

	 	Cost plus 2% - 10% during 2012
	 

	 	Cost plus 2% - 10% during 2013







4











 





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.	 	 	 	 	 	 
	Tim Coogan
	 	TSA Manager
	 	(914) 323-5790
	 	Tim.Coogan@xyleminc.com
	 	 	 	 	 	 	 
	Linda Lynch
	 	Director,
 Financial

Shared Services
	 	(315) 239-2371
	 	Linda.lynch@xyleminc.com
	 	 	 	 	 	 	 
	Service Receiver’s
Contact	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Exelis Inc.	 	 	 	 	 	 
	Joe Daniel	 	 	 	 	 	 
	 
	 	TSA Manager
	 	(703) 790-6309
	 	Joe.daniel@exelisinc.com






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,






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.







2









 








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 bill 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:




Xylem Inc.

1133 Westchester Avenue

Suite 2000

White Plains, NY 10604

Attention: Tim Coogan



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




Exelis Inc.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel




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 3rd 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






4









 








 





			
	*	 	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









5









 








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




     Hyman Buchwald will provide assistance with certain legal proceedings involving Exelis.




6











 





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	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Gary Jollow
	 	HR Director
Water and
Wastewater
Singapore
	 	61 2 9832 6381
	 	Gary.Jollow@xyleminc.com
	 	 	 	 	 	 	 
	Service Receiver’s
Contact	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Douglas Parks
	 	Geospacial Systems,
HR Director
	 	571 203 7363
	 	Douglas.Parks@exelisinc.com






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 27th 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.

1133 Westchester Avenue

Suite 2000

White Plains, NY 10604

Attention: Dan Kelly




2









 





If to Service Receiver

Exelis Inc.

1650 Tysons Blvd #1700

McLean, VA 22102-4827

Attention: Rachel Semanchik




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.





3












 








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
	 
	Misty Markle
	 	Accounting Manager
	 	(260) 451-6104
	 	misty.markle@exelisinc.com
	Exelis Inc.	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Catherine Lupinacci
	 	Manager of Corporate
Accounting &
Planning
	 	(914) 641-2095
	 	catherine.lupinacci@itt.com
	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.








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	 	 
	 	 	 	 	 	 	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	 	 	 	 	 	 






2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	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






3









 






	 	 	 	 	 
	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 Wayne, 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).




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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	Greece
	 	$	35	 	 	$	46	 	 	$	58	 
	Mexico
	 	$	19	 	 	$	25	 	 	$	31	 
	Sweden
	 	$	75	 	 	$	100	 	 	$	125	 






7









 






ATTACHMENT A




	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 
	Journal Entry Type	 	Interface Name	 	Business Purpose	 	Vendor	 	Source	 	Frequency
	 	 	 	 	 	 	 	 	 	 	 	 
	Medical Insurance —
MetLife

	 	XPRGMSASUM
	 	Report withholdings
and premiums to the
record keeper
	 	JP MORGAN 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
	 	Wells Fargo / ACS
	 	Infinium
	 	Weekly







8











 





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
	Joe Daniel

Exelis Inc.
	 	TSA Manager
	 	(703) 338-3405
	 	joe.daniel@exelisinc.com
	 	 	 	 	 	 	 
	Daryl Bowker

ITT Corporation
	 	Director, Shared Services
	 	(315) 568-7676
	 	daryl.bowker@itt.com






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 JP Morgan 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 JP Morgan 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.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•     JP Morgan Error Report Review — Service
Provider will review the JP Morgan 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	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•     JP Morgan New Hire — Service Provider will
use a report created from the JP Morgan 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.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•     JP Morgan ISEV — Service Provider will use
the JP Morgan 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 Marsh 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 John Hancock 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
Smith Barney stock transaction file using the daily
interface from Service Provider
	 	80 Transactions

Annually	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Provide restricted stock manual payroll upon receipt
of Smith Barney restricted stock transaction file
using the daily interface from Service Provider
	 	110 Transactions

Annually	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Provide quarterly tax dividend payment upon receipt
of Smith Barney 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 Wells 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 Wells 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 (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	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	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-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
	 	 	 	 	 	 	 	 






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
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•     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
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•     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

	 	Annually T4, T4A & 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
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	•     JP Morgan — 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
Wayne 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
Wayne:
	 	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 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.
	 
	 	•	 	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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	 
	 	 	 	 	 	 	 	 	 
	Greece
	 	$	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
	 	Barnett
	 	Infinium
	 	Barnett
		 		 	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
	 	Cannon
		 		 	Cannon’s Full Employee Master Update To Cim
	 	ITT
	 	Infinium
	 	Cannon
		 		 	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
	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney CODES FILE
	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney EMAIL ADDRESSES
	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney PARTICIPANTS
	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	New Hire
	 	State of Indiana
	 	Infinium
	 	State of Indiana
		 		 	WebMD ELIGIBILITY
	 	WebMD
	 	Infinium
	 	WebMD
		 		 	FTP CCUSECHD2 — Well Fargo password change
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to send payroll ACH file to Wells Fargo
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to run entire Wells Fargo pos pay process
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	modified International ACH file for ALL of CANADA
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Direct deposit transmission
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Send Check Recon to bank
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Re-send check recon to bank
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Payroll ACH
	 	Wells Fargo
	 	Infinium
	 	Wells 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 Hancock
	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	John Hancock Eligbility
	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	401K Feedback file from JP Morgan
	 	JP Morgan
	 	Infinum
	 	JP Morgan
		 		 	KAISER ELIGIBILITY
	 	Kaiser Permanete
	 	Infinium
	 	Kaiser Permanete
		 		 	Transmit file to Life Plus for Marsh
	 	Marsh
	 	Infinium
	 	Marsh
		 		 	Upload Life Plus file
	 	Marsh
	 	Infinium
	 	Marsh
		 		 	LifePlus Eligibility
	 	Marsh
	 	Infinium
	 	Marsh
		 		 	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 CANNON

	 	BIWBW
	 	BIW BI WEEKLY
	 	B
	 	X
	 	 	 	Pay Week - Tuesday
	 	ITTCO
	 	Tues - 2pm
	ITT CANNON

	 	BIWHR
	 	BIW HOURLY
	 	B
	 	X
	 	 	 	Pay Week - Tuesday
	 	ITTCO
	 	Tues - 2pm
	ITT CANNON

	 	BWCAN
	 	BI WEEKLY CANNON
	 	B
	 	X
	 	 	 	Pay Week -  Monday
	 	ITTCO
	 	Tues - 2pm
	ITT CANNON

	 	HRCAN
	 	CANNON 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 DIST SVCS

	 	BWGRP
	 	TDS BW
	 	B
	 	 	 	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

VU,PJ,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
	 	GOULD’S 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
	 	GOULD 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 IPG

	 	H9YSA
	 	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)

	 	BIHR
	 	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
	 	Debbie Weeks
	 	Salaries
Information of
employees on
Severance (Income
Codes 00140 and
00270)
	 	Monthly
	Payroll by Individual

	 	Business Objects
	 	Carol Whisler
	 	Payroll information
of HQ Employees
with names and cost
centers
	 	Monthly
	Headcount

	 	Business Objects
	 	Idania Miro
	 	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
	Phil Zaleski

Exelis Inc.

	 	Business Area
Manager,
 Cyber
Security Programs
	 	(315) 838-7114
	 	phil.zaleski@exelisinc.com
	 
	 	 	 	 	 	 
	Bill Lavalette

ITT Corporation

	 	Chief Information
Security Officer
	 	(315) 568-7155
	 	bill.lavalette@itt.com






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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




5









 





If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	Greece
	 	$	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:   ITT-SOC@exelisinc.com (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
	Chris Westrick


Exelis Inc.

	 	Senior Systems Analyst
	 	(260) 451—6529
	 	chris.westrick@exelisinc.com
	 
	 	 	 	 	 	 
	Mike Salvatore

ITT Corporation

	 	Global Data and Reporting
Services Manager
	 	(410) 340—5632
	 	michael.salvatore@itt.com






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 Wayne, 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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	Greece
	 	$	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
	Dan Johnston


Exelis Inc.

	 	Enterprise Applications Manager
	 	(260) 451—6042
	 	dan.johnston@exelisinc.com
	 
	 	 	 	 	 	 
	Ron DeBoer

ITT Corporation

	 	Application Services Manager
	 	(410) 689—1351
	 	ron.deboer@itt.com






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 Wayne, 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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com



If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	Greece
	 	$	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
	 	 Cannon
	 	 Infinium 
		 		 	 Cannon Salary Non — Exempt Employees
	 	 Infinium
	 	 Cannon
	 	 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 — Gould Pumps  3  —
	 	 Infinium
	 	 Gould
	 	 Infinium 
		 		 	 Labor feed
	 	 Infinium
	 	 Gould
	 	 Infinium 






11









 





	 	 	 	 	 	 	 	 	 	 	 
	 Interface 	 	 Program 	 	 	 	 	 	 Source 	 	 Destination 
	 Name 	 	 Name 	 	 Business Purpose 	 	 Vendor 	 	 System 	 	 System 
		 		 	 Labor feed 810
	 	 Infinium
	 	 Gould Pumps 92S
	 	 Infinium 
		 		 	 Labor feed 810
	 	 Infinium
	 	 Gould Pumps 9 XL
	 	 Infinium 
		 		 	 Labor feed 810
	 	 Infinium
	 	 Gould Pumps EVZ
	 	 Infinium 
		 		 	 KAL hourly payroll feed
	 	 Infinium
	 	 Kalburn
	 	 Infinium 
		 		 	 Labor feed 905
	 	 Infinium
	 	 Koni Hr
	 	 Infinium 
		 		 	 Labor feed 905
	 	 Infinium
	 	 Koni Sal
	 	 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 JP Morgan
	 	 JP Morgan
	 	 JP Morgan
	 	 Infinium 
		 		 	 Receive Long Term Care file
	 	 John Hancock
	 	 John Hancock
	 	 Infinium 
		 		 	 Receive Long Term Care Billing file
	 	 John Hancock
	 	 John Hancock
	 	 Infinium 
		 		 	 Copy from Tape J&HKVI data to file XPYPJHI
	 	 John Hancock
	 	 John Hancock
	 	 Infinium 
		 		 	 Receive life plus file
	 	 John Hancock
	 	 John Hancock
	 	 Infinium 
		 		 	 Receive Life Plus Input File
	 	 Marsh
	 	 Marsh
	 	 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 Smith Barney Options
	 	 Smith Barney
	 	 Smith Barney
	 	 Infinium 
		 		 	 Receive Smith Barney Restricted
	 	 Smith Barney
	 	 Smith Barney
	 	 Infinium 
		 		 	 United Way Upload to PYPDE
	 	 United Way
	 	 United Way
	 	 Infinium 
		 		 	 CLP to receive check recon file from
Wells F
	 	 Wells Fargo
	 	 Wells Fargo
	 	 Infinium 
		 		 	 Receive Check recon
	 	 Wells Fargo
	 	 Wells Fargo
	 	 Infinium 







13











 





ATTACHMENT B



Following are the incident priorities and expected resolution target times:




	 	 	 	 	 
	Priority	 	Accept	 	Resolve Incidents
	Urgent
	 	30 mins
	 	1 hr
	High
	 	1 hr
	 	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



ITT.COM 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
	Suleiman Walker

Exelis Inc.
	 	Messaging Manager
	 	719-591-3626
	 	suleiman.walker@exelisinc.com
	 	 	 	 	 	 	 
	Larry Gremaux

ITT Corporation
	 	Senior Technical Support

Specialist
	 	843-375-1896
	 	larry.gremaux@itt.com






GENERAL SERVICE DESCRIPTION



Service Provider will perform ITT.com 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 ITT.com.
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 ITT.com 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 Wayne, 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 ITT.com (Simple Mail Transfer Protocol) SMTP address space and
the Service Receiver’s Exchange Organization must not add itt.com 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 ITT.com email for
the period of time which this agreement is in effect.
	 
	 	•	 	The Service Receiver will not use the domain email.itt.com 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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




If to the Service Receiver:

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker

Daryl.bowker@itt.com




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	 	 	$	125	 
	Greece
	 	$	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.

Joe Daniel

	 	TSA Manager
	 	office: (703) 790-6309
	 	Joe.daniel@itt.com
	 
	 	 	 	 	 	 
	Service Receiver’s
Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ITT Corporation

Daryl Bowker

	 	TSA Manager
	 	Office: (315) 568-7676
	 	Daryl.bowker@ittcorp.com






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 bill 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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel




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

ITT Corporation

240 Fall Street

Seneca Falls, NY 13148

Attention: Daryl R. Bowker




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 3rd 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: Bernard Joseph Dunn, General Manager of Defense Dubai branch.
Address: Office #1102; Crystal tower; Business Bay; Downtown Dubai; Dubai ;UAE



Service receiver/Bill to: Camil George Shuggi, 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
	Joe Daniel
	 	TSA Manager
	 	(703) 338-3405
	 	joe.daniel@itt.com
	Exelis Inc.	 	 	 	 	 	 
	 	 	 	 	 	 	 
	John Connolly
	 	Director, Technical
	 	(914) 323-5795
	 	john.connolly@xyleminc.com
	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
	#	 	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 JP Morgan 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 JP Morgan 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
	 

	 	 	 	•  JP Morgan Error Report Review — Service
Provider will review the JP Morgan 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.


•  JP Morgan New Hire — Service Provider will
use a report created from the JP Morgan 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.


•  JP Morgan ISEV — Service Provider will use
the JP Morgan 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 Marsh 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 John Hancock 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
	#	 	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
Smith Barney stock transaction file using the daily
interface from Service Provider
	 	
80 Transactions

Annually	 	 	 	 	 	
 
	
 

	 	
 	 	
Provide restricted stock manual payroll upon receipt
of Smith Barney restricted stock transaction file
using the daily interface from Service Provider
	 	
110 Transactions

Annually	 	 	 	 	 	
 
	
 

	 	
 	 	
Provide quarterly tax dividend payment upon receipt
of Smith Barney 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 Wells 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 Wells 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	 	 	$	125	 
	Greece
	 	$	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

	 	Barnett
	 	Infinium
	 	Barnett
		 		 	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
	 	Cannon
		 		 	Cannon’s Full Employee Master Update To Cim

	 	ITT
	 	Infinium
	 	Cannon
		 		 	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

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney CODES FILE

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney EMAIL ADDRESSES

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney PARTICIPANTS

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	New Hire

	 	State of Indiana
	 	Infinium
	 	State of Indiana
		 		 	WebMD ELIGIBILITY

	 	WebMD
	 	Infinium
	 	WebMD
		 		 	FTP CCUSECHD2 — Well Fargo password change

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to send payroll ACH file to Wells Fargo

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to run entire Wells Fargo pos pay process

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	modified International ACH file for ALL of
CANADA

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Direct deposit transmission

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Send Check Recon to bank

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Re-send check recon to bank

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Payroll ACH

	 	Wells Fargo
	 	Infinium
	 	Wells 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 Hancock

	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	John Hancock Eligbility

	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	401K Feedback file from JP Morgan

	 	JP Morgan
	 	Infinum
	 	JP Morgan
		 		 	KAISER ELIGIBILITY

	 	Kaiser Permanete
	 	Infinium
	 	Kaiser Permanete
		 		 	Transmit file to Life Plus for Marsh

	 	Marsh
	 	Infinium
	 	Marsh
		 		 	Upload Life Plus file

	 	Marsh
	 	Infinium
	 	Marsh
		 		 	LifePlus Eligibility

	 	Marsh
	 	Infinium
	 	Marsh
		 		 	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

	 	Barnett
	 	Infinium
	 	Barnett
		 		 	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
	 	Gould 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(PISAL)

	 	Infinium
	 	PISAL
	 	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 Sal
	 	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 Hancock

	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	John Hancock Eligbility

	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	Receive Long Term Care file

	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	Receive LongTerm Care Billing file

	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	Copy from Tape J&HKVI data to file XPYPJHI

	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	Receive life plus file

	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	401K Feedback file from JP Morgan

	 	JP Morgan
	 	Infinum
	 	JP Morgan
		 		 	401K Hourly to JP Morgan

	 	JP Morgan
	 	JP Morgan
	 	Infinium
		 		 	KAISER ELIGIBILITY

	 	Kaiser Permanete
	 	Infinium
	 	Kaiser Permanete
		 		 	Transmit file to Life Plus for Marsh

	 	Marsh
	 	Infinium
	 	Marsh
		 		 	Upload Life Plus file

	 	Marsh
	 	Infinium
	 	Marsh
		 		 	Life Plus Eligibility

	 	Marsh
	 	Infinium
	 	Marsh
		 		 	Receive Life Plus Input File

	 	Marsh
	 	Marsh
	 	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

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney CODES FILE

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney EMAIL ADDRESSES

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney PARTICIPANTS

	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Receive Smith Barney Options

	 	Smith Barney
	 	Smith Barney
	 	Infinium
		 		 	Receive Smith Barney Restricted

	 	Smith Barney
	 	Smith Barney
	 	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

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to send payroll ACH file to Wells Fargo

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to run entire Wells Fargo pos pay process

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	modified International ACH file for ALL of CANADA

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Direct deposit transmission

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Send Check Recon to bank

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Re-send check recon to bank

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Payroll ACH

	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to receive check recon file from Wells Fargo

	 	Wells Fargo
	 	Wells Fargo
	 	Infinium
		 		 	Receive Check recon

	 	Wells Fargo
	 	Wells 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 CANNON

	 	BIWBW
	 	BIWBI WEEKLY
	 	B
	 	X
	 	 	 	Pay Week  — Tuesday
	 	ITTCO
	 	Tues — 2pm
	ITT CANNON

	 	BIWHR
	 	BIW
HOURLY

	 	B
	 	X
	 	 	 	Pay Week  — Tuesday
	 	ITTCO
	 	Tues — 2pm
	ITT CANNON

	 	BWCAN
	 	Bl WEEKLY CANNON
	 	B
	 	X
	 	 	 	Pay Week  — Monday
	 	ITTCO
	 	Tues — 2pm
	ITT CANNON

	 	HRCAN
	 	CANNON 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 DIST SVCS

	 	BWGRP
	 	TDS BW
	 	B
	 	 	 	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
	 	BELL & GOSSETT
	 	B
	 	 	 	X
	 	Pay Week — Tuesday
	 	WaterCO
	 	Tues — 2pm
	ITT FLUID TECHNOLOGY

	 	BGUN
	 	BELL& GOSSETT
	 	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
	LAING

	 	LTSAL
	 	LAING
	 	B
	 	 	 	X
	 	Pay Week —
	 	WaterCO
	 	Tues — 2pm
	ITT 

CORPORATI

	 	FRCSA
	 	GOULD 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
	GODWIN PUMPS OF

	 	WKGWP
	 	GODWIN PUMP
	 	W
	 	X
	 	 	 	Pay Week — Tuesday
	 	WaterCO
	 	Tues — 2pm
	GODWIN PUMPS OF

	 	BWGWP
	 	GODWIN 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 SAL
	 	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 FB LEOPOLD

	 	LEOSA
	 	LEOPOLD BW
	 	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
VU,PJ,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
	 	GOULD’S 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	 	GOULD 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 IPG
	 	H9YSA	 	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)
	 	BIHR	 	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	 	Debbie Weeks	 	Salaries Information of employees on Severance (Income Codes 00140 and 00270)
	 	Monthly
	Payroll by Individual	 	Business Objects	 	Carol Whisler	 	Payroll information of HQ Employees with names and cost centers
	 	Monthly
	Headcount	 	Business Objects	 	Idania Miro	 	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
	Dan Johnston

Exelis Inc.
	 	Enterprise Applications Manager
	 	(260) 451-6042
	 	dan.johnston@exelisinc.com
	 	 	 	 	 	 	 
	Donna Sanabria

Xylem Inc.
	 	IT Director, Corporate Functions and PMO
	 	(914) 641-2046
	 	donna.sanabria@xyleminc.com






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 Wayne, 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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel

Joe.daniel@exelisinc.com




If to the Service Receiver:

Xylem Inc.

240 Fall Street

Seneca Falls, NY 13148

Attention: Linda Lynch

Linda.lynch@xyleminc.com




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	 	 	$	125	 
	 
	 	 	 	 	 	 	 	 	 
	Greece
	 	$	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
	 	Gould
Pumps — EVZ
	 	Infinium
		 		 	Labor feed 835
	 	Infinium
	 	Gould Pumps — WTG
	 	Infinium
		 		 	Labor feed 800
	 	Infinium
	 	Heat
	 	Infinium
		 		 	Labor feed 905
	 	Infinium
	 	Koni Sal
	 	Infinium
		 		 	Labor feed for Olympic
	 	Infinium
	 	Olympic
	 	Infinium
		 		 	Time(PISAL)
	 	Infinium
	 	PISAL
	 	Infinium
	
		 		 	Labor feed 860
	 	Infinium
	 	Rule Hr
	 	Infinium
		 		 	Labor feed 860
	 	Infinium
	 	Rule Sal
	 	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
		 		 	Cannon’s Full Employee Master
Update To Cim
	 	ITT
	 	Infinium
	 	Cannon
		 		 	Send file to Hancock
	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	John Hancock Eligbility
	 	John Hancock
	 	Infinium
	 	John Hancock
		 		 	Receive Long Term Care file
	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	Receive Long Term Care Billing file
	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	Receive life plus file
	 	John Hancock
	 	John Hancock
	 	Infinium
		 		 	Upload Life Plus file
	 	Marsh
	 	Infinium
	 	Marsh
		 		 	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
		 		 	Smith Barney EMAIL ADDRESSES
	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Smith Barney PARTICIPANTS
	 	Smith Barney
	 	Infinium
	 	Smith Barney
		 		 	Receive Smith Barney Restricted
	 	Smith Barney
	 	Smith Barney
	 	Infinium
		 		 	Re-send check recon to bank
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	Payroll ACH
	 	Wells Fargo
	 	Infinium
	 	Wells Fargo
		 		 	CLP to receive check recon file
from Wells Fargo
	 	Wells Fargo
	 	Wells Fargo
	 	Infinium
		 		 	Receive Check recon
	 	Wells Fargo
	 	Wells Fargo
	 	Infinium







12












 





ATTACHMENT B




Following are the incident priorities and expected resolution target times:




	 	 	 	 	 
	Priority	 	Accept	 	Resolve Incidents
	Urgent
	 	30 mins
	 	1 hr
	High
	 	1 hr
	 	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




ITT.COM 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
	 	 	 	 	 	 
	Suleiman Walker

	 	Messaging Manager
	 	(719) 591-3626
	 	suleiman.walker@exelisinc.com
	Exelis Inc.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Service Receiver
	 	 	 	 	 	 
	Jakob Jakobsson

	 	Manager Directory
	 	+46 471 247584
	 	jakob.jakobsson@xyleminc.com
	Xylem Inc

	 	Services & Messaging	 	 	 	 






GENERAL SERVICE DESCRIPTION




Service Provider will perform ITT.com 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 ITT.com.
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 Wayne, IN, USA to global locations.





2









 







PREREQUISITES/DEPENDENCIES





	 
	 	•	 	Service Receiver cannot create additional ITT.com 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.

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




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	 	 	$	125	 
	Greece
	 	$	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.
	 	 	 	 	 	 
	Joe Daniel

	 	TSA Manager
	 	office: (703) 790-6309
	 	Joe.daniel@itt.com
	 
	 	 	 	 	 	 
	Service Receiver’s 

Contact
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Xylem Inc.
	 	 	 	 	 	 
	Tim Coogan

	 	TSA Manager
	 	Office 914 323-5790
	 	Tim.Coogan@itt.com






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 bill 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.

1650 Tysons Boulevard

Suite 1700

McLean, VA 22102

Attention: Joe Daniel




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




Xylem Inc.

1133 Westchester Avenue

Suite 2000

White Plains, NY 10604

Attention: Tim Coogan




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 3rd 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 Daryl Bowker,
Joseph Daniel and Tim Coogan, respectively.





4