Amendment Number 4 to the Information Technology Services Agreement



 Exhibit 10 (c) 
  
 AMENDMENT NUMBER 4 
 TO 
 INFORMATION TECHNOLOGY SERVICES AGREEMENT 
  
 This is Amendment No. 4, dated as of March 31, 2004 (the “Amendment Effective Date”), to the Information
Technology Services Agreement dated as of June 1, 1996 between Unisys Corporation (“Unisys”) and United HealthCare Services, Inc., (“UHS”), as amended (the “Agreement”). 
  
 WHEREAS, the Parties wish to amend the Agreement, its Amendments and
Exhibits, and/or Additional Service Requests thereunder in order to make certain modifications and add additional terms. 
  
 NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, it is agreed that the Agreement is hereby amended as follows:

  

	 	1.	Unless otherwise defined herein, all capitalized terms not defined herein shall have the same meaning ascribed to such terms in the Agreement. 

  

	 	2.	The list of Exhibits to the Agreement, together with all Exhibits to the Agreement, are hereby deleted in their entirety and replaced by the List of Exhibits and accompanying
Exhibits, attached hereto as Attachment 1 and incorporated by reference herein. The Parties understand and agree that the terms “Additional Services Schedule” and “Additional Services Request” (“ASR”) shall have the
same meaning. 

  

	 	3.	Amendment Number 1 to the Agreement is hereby deleted in its entirety. 

  

	 	4.	Amendment Number 2 to the Agreement is hereby deleted in its entirety. 

  

	 	5.	Amendment Number 3 to the Agreement is hereby deleted in its entirety. 

  

	 	6.	Article 1 (Definitions), Subsection (16) (Base Charges) is hereby deleted in its entirety and replaced by the following: 

  
 “(16) “Base Charges” shall mean the fees for the Base
Services set forth in Exhibit 11. Regardless of this Amendment’s execution or effective date, as of March 1, 2004 through February 28, 2006, the Base Charges for the Base Services, as well as the fees for ASR 04024 shall be subject to the fixed
payment schedule set forth in Exhibit 11b. After February 28, 2006, any fees for such Base Services shall be determined by application of the rate card set forth in Exhibit 11a, and the fees for ASR 04024 shall be as set forth therein. Fees for any
other Base Service conducted during the Term of this Agreement, including any extension thereto as specifically provided for in Article 2, shall, unless otherwise agreed by the Parties, be determined by application of the rate card set forth in
Exhibit 11a. * * * Fees for Services under ASRs (other than ASRs 04024, 9724-rev2, 9872A, 03144, 03158 and 03192) are not included in Base Charges. Fees for Services under ASRs 04024, 9724-rev2, 9872A, 03144, 03158 and 03192 are included in the Base
Charges.” 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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	 	7.	Article 1 (Definitions), Subsection (23) (Confidential Information) is hereby deleted in its entirety and replaced by the following: 

  
 “(23) “Confidential Information” shall mean
confidential or proprietary information concerning the disclosing Party and/or its business, vendors, products or services in connection with this Agreement, its Exhibits and any ASR. Confidential Information of UHS includes, without limitation,
systems architecture, policies and procedures, customer, employee, provider, vendor and member information, claims information, vendor information (including agreements, software and products), product plans, and any other information which is
normally and reasonably considered confidential. Confidential Information shall include the terms of this Agreement.” 
  

	 	8.	Article 1 (Definitions), Subsection (79) (Unisys Machines) is hereby deleted in its entirety and replaced by the following: 

  
 “(79) “Unisys Machines” shall mean those machines and
equipment owned or leased by Unisys for use in connection with the Services, consisting of such machines and equipment set forth in Exhibit 6. It is the intent of the Parties that Exhibit 6 reflect an accurate, comprehensive listing of all
machines and equipment owned or leased by Unisys and in use at any given time during the Term of the Agreement, including any extension thereto, in connection with the Services. Accordingly, the Parties understand and agree that, to the extent that
any such machines and/or equipment are added to or removed from the provision of such Services, Exhibit 6 shall be deemed to have been automatically modified to reflect such addition or removal and shall, in addition, be formally updated pursuant to
Section 3.19.” 
  

	 	9.	Article 2 (Term) of the Agreement is hereby deleted in its entirety and replaced by the following: 

  
 “The term of this Agreement shall commence on June 1, 1996 and shall continue until 12:00 midnight (Central Standard
Time) on December 31, 2008, unless terminated earlier pursuant to this Agreement (the “Term”); provided, however, that the foregoing shall not apply to any of the ASRs, a partial list of which is contained in Exhibit 33. At the end of the
Term, UHS may extend in whole (but not in part): (a) the mainframe processing and storage resource services provided by Unisys to UHS used to run UHS’ COSMOS application, and any other services necessary to run COSMOS provided by Unisys to UHS
(collectively the “Mainframe Services”) * * * by providing written notice of its intent to do same to Unisys by no later than October 2, 2008. Such extended term shall be for a period not to exceed six (6) months; provided, however, UHS
may terminate such extended term without penalty at any time during the remainder of such extended term and for any reason or no reason on sixty (60) days’ prior written notice to Unisys.” 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

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	 	10.	Article 3 (Base Services) of the Agreement is hereby amended to add the following additional Section 3.19 (Quarterly Hardware and Software Review/Update): 


 
 “3.19 Quarterly Hardware and Software Review/Update. As part
of the Base Services, Unisys shall provide to UHS written inventories of Machines and Software on a quarterly basis and upon expiration or termination of the Agreement and/or any ASR. The format of the report will be reasonably satisfactory to both
Parties and will include, at a minimum, the owner or licensor of each item, the date the item was placed in service, the license term and expiration date, and the date of last update (e.g. software upgrade) to that item, in addition to such other
information as reasonably requested by either Party. As part of the Base Services, the Parties further agree to formally jointly review and approve any updated inventories, and amend Exhibits 3 and 6 to the Agreement as necessary to reflect any
updated information contained in such reports.” 
  

	 	11.	Article 3 (Base Service) of the Agreement is hereby amended by adding the following Section 3.20 (Capacity), as follows: 

  
 “As part of the Base Services, Unisys shall provide UHS with maintained
and commercially maintainable Machines and Software necessary to support a maximum of * * * of capacity of mainframe processing services throughout the Term of the Agreement, including any extension thereto. If UHS, in its sole discretion, desires
to increase the capacity beyond * * * during the Term, including any extension, and for any reason, then UHS may, at its expense, acquire such additional equipment and software licenses as is necessary to support such additional capacity. As part of
the Base Services, Unisys shall install and thereafter maintain throughout the Term and any extension thereto in the same manner as it maintains the Machines and Software, such additional equipment and software licenses as directed by UHS. Unisys
agrees that, to the extent that any of the foregoing additional equipment and/or software licenses may be acquired by, from or through Unisys, * * *. Notwithstanding anything to the contrary in the Agreement, as between the Parties such additional
equipment and software licenses shall be deemed the sole and exclusive property of UHS. Unisys shall not transfer or encumber, nor permit to be transferred or encumbered, such additional equipment and software licenses and shall secure such
additional equipment and software licenses in the same manner and to the same degree as the Machines and Software, generally. The Parties agree that the only additional costs that UHS may be subject to for such additional capacity shall be the cost
of acquiring the equipment and software licenses for such additional capacity in excess of * * * , together with any mutually agreed to in writing, reasonable, actual and auditable expenses directly incurred due to such additional capacity. Upon
written request by Unisys, the Parties agree to discuss possible incremental staffing in relation to such increased capacity; provided, however, that any such increase in staffing shall be subject to the Parties’ mutual written agreement.”

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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	 	12.	Article 10 (Service Locations), Section 10.02 (Security Procedures) is hereby deleted in its entirety and replaced by the following: 

  
 “As part of the Base Services, Unisys shall maintain and enforce at the
Unisys Service Locations safety and security procedures that are at least (1) equal to industry standards for such Service Locations and (2) as rigorous as those procedures in effect at the UHS Service Locations as of the Effective Date. As part of
the Base Services, Unisys shall provide at the Unisys Service Locations commercially reasonable (in the context of the health care industry) safety and security procedures to prevent unauthorized access to all software and equipment which process
UHS Data, provided that Unisys shall not be responsible for any unauthorized access caused by the negligent or wrongful acts of UHS or its Agents. As part of the Base Services, Unisys and UHS shall jointly periodically review and update safety and
security procedures at the Service Locations. Unisys shall implement administrative, physical, and technical safeguards agreed upon by the Parties in connection with Unisys provision of the Services that will reasonably and appropriately protect the
confidentiality, integrity, and availability of all UHS Confidential Information, PHI and Personal Information, that is handled, accessed by, created, received, sent or maintained by Unisys and shall comply with the safety and security policies and
procedures as may be reasonably required by UHS and its Affiliates, including those responsibilities, policies and procedures set forth in this Agreement and any ASR. The parties agree any modification to Unisys obligations under this Section 10.02
may or may not constitute a Change.” 
  

	 	13.	Article 11 (Project Team), Section 11.03 (Key Employees) is hereby deleted in its entirety. 

  

	 	14.	Article 13 (Proprietary Rights), Section 13.02 (Unisys Proprietary Software) is hereby deleted in its entirety and replaced by the following: 

  
 “13.02 Unisys Proprietary Software. The Unisys Proprietary
Software shall be and shall remain the exclusive property of Unisys. UHS shall have no rights or interests in the Unisys Proprietary Software except as described in this Section 13.02. Prior to using any Unisys Proprietary Software to provide
any of the Services, Unisys shall notify UHS that it intends to use such Unisys Proprietary Software and obtain UHS’ prior written consent. If UHS does not provide such prior written consent, Unisys shall recommend a functionally equivalent
alternative which Unisys shall use upon UHS’ prior written consent. The Account Executives will mutually determine the financial responsibility for any additional incremental costs of such functionally equivalent alternatives. As part of the
Base Services, Unisys shall make available to UHS and its Affiliates Unisys Proprietary Software for use by UHS and its Affiliates solely in connection with the Services during the Term and any extension specifically provided for in Article 2.

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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 On the effective date of the expiration or termination of this Agreement, (in each case solely applicable
to any Mainframe Services and/or ASR 04024) and receipt by Unisys of any applicable termination charge as provided for under Article 25 hereof (which termination charge only applies through February 28, 2006), at any time during the Term, including
any extension thereto, and for any reason other than a termination under Section 24.04 hereof, Unisys agrees to assign and transfer and hereby assigns and transfers to UHS and its Affiliates any and all applicable licenses (and related license
agreements) for the Unisys Proprietary Software relating to Mainframe Services and/or ASR 04024 which has been terminated or which has expired to UHS * * * . Unisys shall ensure such licenses shall be renewable by UHS or its Agents, as applicable,
on commercially reasonable terms and rates through December 31, 2008. If within fifteen (15) calendar days of the effective date of termination under Section 25.01 or 25.02 herein such Unisys Proprietary Software licenses (and related license
agreements) are not transferred by Unisys to UHS as required herein, then UHS shall be forever relieved of any obligation to pay Unisys any applicable termination charge. UHS may continue to use the Unisys Proprietary Software at no additional
charge during the aforementioned fifteen (15) days, and such use shall be deemed to be compliant with the underlying license agreements. Unisys represents and warrants that (i) the license agreements and fees for the Unisys Proprietary Software
include, and on transfer to UHS will include, commercially supported and available maintenance and (ii) during the Term, including any extension thereto, the Unisys Proprietary Software and the underlying license agreements shall remain transferable
to UHS in accordance with the terms of this Section and without restriction. 
  
 With regard to any Unisys Proprietary Software which is not related to Mainframe Services and/or ASR 04024, Unisys shall offer to UHS a copy of, and hereby assigns and transfers to UHS and its Affiliates a
non-exclusive, non-transferable (except to its assignees under Section 33.01(3) or to its Affiliates) license to use the Unisys Proprietary Software at commercially reasonable price, terms and conditions at such time as Unisys and its Agents cease
to perform an applicable Service under this Agreement.” 
  

	 	15.	Article 13 (Proprietary Rights), Section 13.03 (Unisys Third Party Software) is hereby deleted in its entirety and replaced by the following: 

  
 “13.03 Unisys Third Party Software. The Parties understand and
agree that, as of the Amendment Effective Date, Unisys does not and, notwithstanding anything to the contrary contained in Section 3.05 hereof, for the remainder of the Term, including any extension thereto, shall not, without UHS prior written
approval, provide any Unisys Third Party Software as part of the Services in connection with Mainframe Services and ASR 04024. In the event the Parties discover Unisys does provide Unisys Third Party Software as part of the Services in 

 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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 connection with Mainframe Services and/or ASR 04024, Unisys shall take all necessary steps at its own
expense to immediately transfer and assign to UHS such software license agreements relating thereto.” 
  

	 	16.	Article 13 (Proprietary Rights), Section 13.05 (Developed Software) is hereby amended by adding the following additional language at the end of the Section:


  
 “During the Term of the Agreement any
extension under Article 2, Unisys shall promptly deliver any and all such Developed Software, including all related object and source code (and related documentation) to UHS promptly following completion of such Developed Software.” 

 

	 	17.	Article 18 (Payments), Section 18.08 (Technology Improvements) of the Agreement is hereby deleted in its entirety and replaced by the following: 

  
 “18.08 Technology Improvements. UHS and Unisys acknowledge that
significant hardware and software price and performance improvements which occur during the Term may result in greater savings in respect of the total costs of providing the Services than Unisys assumed in establishing the Charges. Within 180 days
after the date 24 months from the Amendment Effective Date, the Parties shall review actual information technology trends during the previous calendar year based on objective third-party information. In the event that UHS believes that significant
hardware and software price and performance improvements have occurred which are applicable to the Services and which have not been adopted by Unisys and if the Parties determine that they will realize significant cost savings as a result of the
implementation of such new hardware and software improvements, Unisys and UHS shall determine an appropriate allocation of implementation expenses, determine an appropriate reduction to the Charges which reflects anticipated cost savings, and
implement such new hardware and software improvements. In the event that the Parties cannot agree on specific reductions, the matter shall be submitted to the Executive Committee for dispute resolution pursuant to Article 28.”

  
  

	 	18.	Article 22 (Confidentiality), Section 22.01 (Confidential Information) of the Agreement is hereby amended to include the following additional language at the end of the Section:


  
 “While it is not contemplated under this
Agreement that Unisys will have a need to use or disclose Protected Health Information or Personal Information (as those terms are defined below), in connection with providing services to UHS, in the event Unisys does, this section shall apply. In
addition to its obligations of confidentiality under this Agreement, Unisys understands and acknowledges that it may receive from or create or receive on behalf of UHS Protected Health Information, as defined under the privacy regulations issued
pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and/or nonpublic personal information, as defined under the Gramm-Leach-Bliley Act and implementing regulations (“GLB”), during the
performance of its obligations 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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 under this Agreement. Unisys agrees to comply with any information privacy and security policies and
standards of UHS that are disclosed by UHS to Unisys in writing and that are applicable to the aforementioned information. Except as otherwise specified herein, Unisys may use or disclosure Protected Health Information received from or created or
received on behalf of UHS (“PHI”) and nonpublic personal information received from or created or received on behalf of UHS (“Personal Information”) solely to perform functions, activities, or services for, or on behalf of, UHS as
specified in this Agreement. With regard to its use and/or disclosure of PHI or Personal Information, Unisys hereby agrees and represents and warrants to UHS that Unisys shall: 
  
 (a) Not use or further disclose any PHI or Personal Information other than as permitted by this Agreement. 
  
 (b) At all times maintain and use appropriate safeguards to prevent uses or
disclosures of any PHI or Personal Information other than as permitted by this Agreement; 
  
 (c) Ensure that any subcontractor or agent to whom it provides any PHI or Personal Information agrees in writing to the same conditions and restrictions that apply to Unisys with regard to the PHI or Personal
Information, including, without limitation, all of the requirements of this Section 22. 
  
 With regard to its use and/or disclosure of PHI, Unisys hereby agrees and represents and warrants to UHS that Unisys shall: 
  
 (a) Report promptly to UHS any use or disclosure of any PHI of which it
becomes aware that is not permitted by this Agreement; 
  
 (b)
Mitigate, to the extent practicable, any harmful effect that is known to Unisys of a use or disclosure of PHI by Unisys in violation of the requirements of this Agreement; 
  
 (c) In the time and manner designated by UHS, make available PHI in a Designated Record Set, to UHS, or as directed by UHS,
to an individual, in order for UHS to respond to individuals’ requests for access to information about them in accordance with the HIPAA privacy regulation; 
  
 (d) In the time and manner designated by UHS, make any amendments or corrections to the PHI in a Designated Record Set that
UHS directs in accordance with the HIPAA privacy regulation; 
  
 (e) In the time and manner designated by UHS, document such disclosures of PHI and information related to such disclosures as would be required for UHS to respond to a request by an individual for an accounting of disclosures of PHI in
accordance with the HIPAA privacy regulations; 
  
 (f) In the
time and manner designated by UHS, make available to UHS, or as directed by UHS, to an individual, the information documented in accordance with subsection (e) above, to permit UHS to respond to a request by an individual for an accounting of
disclosures, in accordance with the HIPAA privacy regulations; 
  
 (g) In the time and manner designated by UHS or the Secretary of HHS, make its internal practices, books and records relating to the use and disclosure of PHI 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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 available to UHS and to the Secretary of HHS for purposes of determining UHS’ compliance with the
HIPAA privacy regulations. 
  
 Unisys agrees that this Agreement
may be terminated in whole or in part by UHS upon written notice to Unisys in the event that UHS determines that Unisys has violated any material term of this section. Alternatively, UHS may choose to provide Unisys with written notice of the
existence of an alleged material breach of this section and afford Unisys an opportunity to cure said breach upon mutually agreeable terms. Failure to cure, or a determination by UHS that cure is not practicable or possible, shall be grounds for the
immediate termination of this Agreement. Unisys agrees to defend, indemnify and hold harmless UHS against any and all claims, liabilities, judgments or damages asserted against, imposed upon or incurred by UHS that arise out of any violation
of this section. 
  
 Upon the termination of this Agreement for
any reason, Unisys shall return to UHS or destroy all PHI and/or Personal Information, and retain no copies in any form whatsoever. This provision shall apply to PHI and/or Personal Information that is in the possession of subcontractors, vendors or
agents of Unisys. Unless otherwise specified in this Agreement, all capitalized terms in this section not otherwise defined have the meaning established for purposes of Title 45 parts 160 and 164 of the United States Code of Federal Regulations, as
amended from time to time. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for UHS to comply with the requirements of HIPAA, the HIPAA privacy regulations, GLB and other federal and
state privacy and consumer rights laws and regulations applicable to UHS. Unisys agrees to cooperate with and assist UHS in order for UHS to meet its obligations under applicable privacy laws and regulations. This section shall survive any
termination of this Agreement. The terms and conditions of this section required by HIPAA shall be construed in light of any applicable interpretation of and/or guidance on the HIPAA privacy regulation issued by HHS from time to time. Any ambiguity
in this Section shall be resolved in favor of a meaning that permits UHS to comply with applicable laws and regulations. 
  
 Notwithstanding anything to the contrary contained in this Section 22.01, UHS acknowledges and agrees that Unisys has no independent knowledge of the
requirements of HIPAA or GLB or any regulations promulgated pursuant thereto. As a result, to the extent that any of the obligations of Unisys with regard to PHI or Personal Information are determined by, relate or refer to the provisions of HIPAA,
GLB or any regulations relating thereto, Unisys shall be bound by any such obligation only if and to the extent that Unisys has been informed by UHS, in writing, (via policies and procedures or otherwise) of the requirements of such provision and
the procedures that Unisys must follow in order to comply with such obligations. If and to the extent that, when so informed, Unisys determines that compliance with such obligations would be commercially unreasonable or unduly burdensome, Unisys
shall so notify UHS and the parties shall work together in good faith to develop a mutually acceptable solution, including, without limitation, restricting Unisys access to the applicable PHI or Personal Information, if practicable.”

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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	 	19.	Article 24 (Termination), Section 24.01 (Termination for Convenience) of the Agreement is hereby deleted in its entirety and replaced by the following: 

  
 “24.01 Termination for Convenience. The parties understand and
agree that, at any time during the Term of this Agreement, including any extension thereto, UHS may terminate this Agreement, and/or any ASR entered into by the Parties prior to or on the Amendment Effective Date, for its own convenience in whole or
in part, on ninety (90) days’ prior written notice to Unisys; provided, however, unless otherwise stated in the ASR, individual ASRs including ASR 04024 may not be terminated in part, and the Mainframe Services (excluding any Mainframe Services
in any individual ASRs) may not be terminated in part. Notwithstanding anything to the contrary, in no event shall the aforementioned restriction limit any of UHS’ rights to increase or decrease its demand for Services under the Agreement. For
example, and without limiting the generality of the foregoing, UHS may terminate the Agreement for convenience, effective as of March 1, 2006, by providing Unisys with written notice on or before November 30, 2005. Notwithstanding the foregoing,
solely up until March 1, 2006, UHS may not terminate for convenience ASR 04024 unless UHS terminates the Mainframe Services, and UHS may not terminate the Mainframe Services unless it also terminates ASR 04024.” 
  

	 	20.	Article 24 (Termination), Section 24.02 (Termination for Sale of Unisys) of the Agreement is hereby deleted in its entirety and replaced by the following: 


 
 “24.02 Termination for Change in Control of Unisys or Sale of
Unisys Proprietary Software. In the event of a Change in Control of Unisys or sale of the Unisys Proprietary Software to any person or entity occurs, Unisys shall provide UHS written notice within ten (10 ) days thereof. UHS may terminate this
Agreement and/or any ASR upon thirty (30) days’ prior notice to Unisys, if such notice is given within thirty (30) days of UHS’ receipt of written notice by Unisys of such a Change in Control or applicable sale. In the event that Unisys
fails to provide the notice pursuant to this Section 24.02, and fails to cure such breach within two days after receipt of notice from UHS, UHS may terminate this Agreement and/or any ASR immediately. For purposes of the Agreement, a
“Change in Control” shall mean (a) the acquisition by any person, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial
ownership (as defined in the Exchange Act) of 30% or more of the outstanding shares of common stock of Unisys or the combined voting power of Unisys then-outstanding voting securities in a single transaction or series of related transactions; (b) a
change in 75% or more of the directors of Unisys in any 12 month period; (b) a reorganization, merger, consolidation or share exchange in which the shareholders of Unisys immediately prior to such transaction hold less than 51% of the outstanding
shares of Unisys after such transaction, and (c) the sale (in a single transaction or a series of related transactions) of all or substantially all of the assets of Unisys.” 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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	 	21.	Article 24 (Termination) of the Agreement is hereby amended by adding the following Section 24.07 at the end of Article 24, as follows: 

  
 “24.07 UHS Termination Rights. The parties agree no termination
of this Agreement shall include termination of any ASR unless such termination includes a specific reference to such ASR(s) and/or is a termination of the Agreement in its entirety.” 
  

	 	22.	Article 25 (Termination Charge) of the Agreement is hereby deleted in its entirety and replaced by the following: 

  
 “ARTICLE 25. 
 TERMINATION CHARGE 
  
 “25.01 Termination Charge Upon Termination for Convenience by UHS or for UHS Material Breach. In the event of a termination of Mainframe
Services and ASR 04024, prior to March 1, 2006, for (a) convenience pursuant to Section 24.01 or (b) UHS material breach pursuant to Sections 24.03 and 24.04, UHS will, subject to Unisys compliance with all of its obligations under both Section
13.02 and Section 27(4) hereof, pay to Unisys, on the effective date of such termination, a termination charge in an amount as set forth on Exhibit 17. For the avoidance of any doubt, in no event shall this Section 25.01 be construed as creating any
termination right for Unisys which does not already exist in the Agreement. 
  
 25.02 Termination Charge Upon Termination for Other Reasons. In the event of a termination of Mainframe Services and ASR 04024, prior to March 1, 2006, for any reason not set forth in Section 25.01 above, UHS
will, subject to Unisys compliance with all of its obligations under both Section 13.02 and Section 27(4) hereof, pay to Unisys, on the effective date of such termination, a termination charge in an amount as set forth on Exhibit 17. . For the
avoidance of any doubt, in no event shall this Section 25.02 be construed as creating any termination right for Unisys which does not already exists in the Agreement. 
  
 25.03 Termination Charge Upon Termination on or After March 1, 2006 by UHS. In the event UHS terminates this
Agreement and/or any ASRs in effect as of the Amendment Effective Date on or after March 1, 2006, no termination charges shall apply.” 
  

	 	23.	Article 27 (Exit Plan), Subsection (4) of the Agreement is hereby deleted in its entirety and replaced by the following: 

  
 “(4) upon UHS’ request at any time during the Term of the
Agreement, including any extension thereto or upon termination or expiration of this Agreement, and/or any ASR, for any reason, and concurrent with any additional payment requirements under Sections 25.01 or 25.02 (which payment 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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 requirements only apply through February 28, 2006), Unisys shall sell to UHS, its Affiliates or their
designees, by providing an executed bill of sale listing the items being purchased in detail (“Bill of Sale”), the Unisys Machines used to provide the Mainframe Services and services under ASR 04024 (collectively, the “Mainframe
Machines”, “as is where is” (except as otherwise provided in this Section 27(4)) (some or all, as designated by UHS in its sole discretion), * * * . At all times during the Term of this Agreement, including any extension thereto,
Unisys shall ensure the Mainframe Machines must meet all of the following criteria: (a) be eligible for standard (not custom), commercially available maintenance for at least twelve (12) months after delivery to UHS; and (b) be free and clear of all
liens, security interests or other encumbrances (“Bill of Sale Criteria”). Unisys represents and warrants that, (a) as of the Amendment Effective Date, the Mainframe Machines are free and clear of all liens, security interests and other
encumbrances; and (b) the Mainframe Machines accurately reflect and will reflect the environment used by Unisys to perform the Mainframe Services and services under ASR 04024, whether by Unisys or by UHS or its Agents. If within fifteen (15)
calendar days of the effective date of termination under Section 25.01 or Section 25.02 herein, such Mainframe Machines are not made available to UHS or otherwise do not meet the Bill of Sale Criteria, then UHS shall be forever relieved of any
obligation to pay Unisys any termination charge or other amount(s) related to the transfer of the Mainframe Machines. UHS may use the Mainframe Machines, free of any additional charge, during the aforementioned fifteen (15) days. For purposes of
this Section 27(4), the term Mainframe Machines shall be deemed to include any functionally equivalent machines and/or equipment to the extent that the Mainframe Machines are unavailable or otherwise fail to meet the Bill of Sale Criteria. With
regard to Unisys Machines which are not Mainframe Machines, upon UHS’ request, Unisys shall sell to UHS or its designee such assets free and clear of all liens, security interests or other encumbrances, at market rates.” 
  

	 	24.	Article 30 (Damages), Section 30.03 (Performance Credits) of the Agreement is hereby deleted in its entirety and replaced by the following: 

  
 “30.03 Termination for Failure to Meet On-Line Availability SLA.
If Unisys fails to meet the COSMOS On-line Availability SLA goal for four (4) months, consecutive or non-consecutive, in any rolling twelve (12) months during the Term, UHS may, upon notice to Unisys, terminate this Agreement immediately in whole or
only the Mainframe Services and/or ASR 04024 without regard to Section 24.03. Notwithstanding the foregoing, Unisys and its Agents shall cooperate with UHS and its Affiliates to respond to customer and provider complaints or concerns in connection
with Unisys performance or non-performance of Services under this Agreement and shall effectuate a prompt work-around or other solution to the extent necessary to address satisfactorily such complaints or concerns. In the event that the root cause
of the failure to meet the COSMOS On-line Availability SLA is due to required capacity above * * * that has not been acquired by UHS per Section 3.20 of this Agreement, the failure will not apply.” 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 11 









	 	25.	Article 33 (Miscellaneous Provisions), Section 33.01 (Assignment and Change of Control) is hereby deleted in its entirety and replaced by the following: 

  
 “33.01 Assignment and Change in Control. 
  

	 	(1)	This Agreement shall be binding upon and shall inure to the benefit of each Party hereto, its successors and assigns; provided, however, neither Party may assign this Agreement or
any of its rights or obligations hereunder without the consent of the other Party and any attempted assignment shall be void, except that, subject to possible termination rights, either Party may assign its rights under this Agreement or any of its
rights or obligations hereunder without the consent of the other Party pursuant to a Change in Control. 

  

	 	(2)	In the event of a Change in Control of UHS, the Parties (including any successor or assignee of UHS) shall review the Services being provided under this Agreement and shall
determine any mutually acceptable and appropriate adjustment(s) to the Services and Base Charges to meet UHS’ changing business requirements. Notwithstanding the above, no such Change in Control of UHS may result in a reduction of the Base
Charges prior to March 1, 2006. 

  

	 	(3)	In addition to the foregoing, UHS may assign all or any part of this Agreement to any purchaser of all or any part of the UHS mainframe application known as COSMOS including but not
limited to the sale of all or any part of the mainframe application; provided, however, that any assignment of the Mainframe Services and/or ASR 04024 must be made in whole. Assignment by UHS under this Section 33.01(3) to any third party is subject
to the prior written consent of Unisys, which consent will not be unreasonably withheld. 

  

	 	(4)	Notwithstanding Subsection (1), above, Unisys may assign Unisys’ right to receive payments only under this Agreement; provided, however, that any such assignment (a) will not
increase the number of payments or amounts due from UHS, (b) will be subject to any claims and offset rights as well as UHS’ right to receive payment for unused credits of UHS, (c) will not affect any of UHS’ rights or remedies under this
Agreement and (d) will not result in the placement of any lien, security interest or other encumbrance on the Mainframe Machines. Unisys shall notify UHS of any intent on the part of Unisys to assign its right to receive payments under this
Agreement and the identity of the assignee. Unisys shall be obligated to continue to interact directly with UHS, with no assignee involvement, on all matters related to any assigned payment rights, including any actions taken to collect past due
amounts, whether alleged or otherwise. 

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 12 









	 	    	Unisys, on behalf of itself, its Affiliates and its Agents, shall indemnify and hold UHS, its Affiliates and its Agents harmless from any liability, damages or expenses, including
reasonable attorneys’ fees, arising out of or relating to (a) any dispute between Unisys, its Affiliates or its Agents and any assignee(s) of such right to receive payments; and (b) any dispute between UHS, its Affiliates or its Agents and any
assignee(s) of such right to receive payment in connection with any payment otherwise subject to dispute, offset or other claim or right of UHS under the Agreement. Any such indemnification shall be treated in accordance with Article 29 of the
Agreement.” 

  

	 	26.	Article 33 (Miscellaneous Provisions), Section 33.02 (Notices) of the Agreement is hereby amended to include the following revised contact information: 

  
 “In the case of UHS: 
  
 United HealthCare Services, Inc. 
 6150 Trenton Lane North 
 Plymouth,
Minnesota 55442 
 Attn: James Gasper, Director of Vendor Management for Computer 
 Services, UnitedHealth Technologies 
 FAX:
763.744.1783 
  
 For default or termination, with a copy to:

  
 United HealthCare Services, Inc. 
 9900 Bren Road East 
 Minnetonka, Minnesota
55343 
 Attn: David Lubben, General Counsel 
 FAX: 952.936.0044 
  
 And to

  
 United HealthCare Services, Inc. 
 9900 Bren Road East 
 Minnetonka, Minnesota
55343 
 Attn: Colleen Schmid, Associate General Counsel 
 FAX: 952.936.1745 
  
 In the
case of Unisys: 
  
 Unisys Corporation 
 3900 Paramount Parkway 
 Suite 250 South

 Morrisville, North Carolina 27560 
 FAX: 919.468.2830 
 Attn: Ken Hadzinski” 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 13 









	 	27.	Article 33 (Miscellaneous Provisions) of the Agreement is hereby amended to include the following additional Section 33.18 titled “External Access”:


  
 “33.18 External Access. This
section establishes the terms and conditions and procedures of Unisys access to certain of UHS’ Systems noted on the Security Form (“United IS”). 
  
 (1). Method of Access. Unisys shall have access to United IS by the following methods: 
  

	 	•	At a UHS Site using UHS owned or leased equipment. 

  

	 	•	As otherwise mutually agreed to by the Parties. 

  
 (2). System Users. As part of the Agreement, Unisys shall identify to UHS the Unisys employees Unisys believes will need to have access to United
IS under the Agreement (“System Users”). UHS will provide each System User with a hard copy of the UHS customer administration request form that is used by UHS to process adds, changes and deletes regarding access to the United IS, which
is located in the UHS Lotus Notes database (the “Security Form”). The UHS designated contact will forward the completed Security Form to the UHS security group for processing. Unisys shall provide UHS the information regarding each System
User reasonably required by UHS, including, but not limited to, the United IS each System User will access and the method of each System User’s access to United IS. Unisys will not provide social security numbers or other Unisys or personal
confidential information to UHS. 
  
 Unisys shall promptly notify
UHS of any System Users who cease to require access to United IS as a result of a change of responsibilities and/or leaving Unisys employment. UHS may terminate any System User’s access to United IS in the event UHS has good faith reason to
believe such access is not authorized, or access must be terminated in order to prevent damage to UHS. Unisys is responsible for a System User’s non-compliance with the terms of this Agreement. Unisys subcontractors shall be deemed System Users
under the terms of the Agreement. 
  
 In the event UHS terminates
a Unisys System User’s access to the United IS for any reason other than (1) a material breach of the Agreement or (2) a force majeure event, and such access is necessary for Unisys to perform the Services, the Parties will mutually agree to
either (1) develop an alternative means to access the data on the United IS that is necessary for Unisys to perform the Services or (2) delay the delivery of any deliverables under the Agreement, with no contractual penalty being assessed against
Unisys. 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 14 








 (3). Limitations on Unisys Use of Access to United IS. Unisys shall not use its access to United
IS for any purposes not authorized by an Agreement. 
  
 (4).
No Software License Granted and Ownership. The access to United IS granted to Unisys under the Agreement is limited to granting Unisys access to the United IS and does not and shall not be construed as granting Unisys a license for the use of
the software programs contained in the United IS. Any license to the software programs contained in United IS shall be pursuant to a separate license agreement between the Parties. Unisys shall not and shall not attempt to reverse engineer or
otherwise obtain copies of the software programs contained in United IS or the source code of the software programs contained in United IS. 
  
 (5). UHS represents and warrants to Unisys that it either owns and/or has rights to the United IS and it owns or has rights to allow Unisys to access and
use the software and applications on the United IS solely for the purposes set forth in the Agreement. This section to the Agreement does not transfer title to or ownership to rights to United IS or to rights in patents, copyrights, trademarks and
trade secrets encompassed in the United IS to Unisys. 
  
 (6).
Deletion and Disposal. Upon expiration or termination of access hereunder, Unisys shall return all UHS information back to UHS, and ensure that (unless otherwise requested by UHS) all UHS information is securely disposed of and permanently
erased from Unisys systems. 
  
 (7). Exchange of Confidential
Information. The parties agree to utilize a secure method of transmission when exchanging confidential information electronically (e.g. secure e-mail). 
  
 (8). Site Outage. Unisys shall report to UHS any/all Unisys site outages promptly where such outage may impact UHS or Unisys ability to fulfill its
obligations to UHS.” 
  

	 	28.	Article 33 (Miscellaneous Provisions) of the Agreement is hereby amended to include the following additional Section 33.19 titled “Source Code Escrow”:


  
 “33.19 Source Code Escrow. During
the Term of the Agreement and any extension, Unisys agrees, at UHS’ cost (which shall be commercially reasonable), to maintain the Source Code (defined below) to the Unisys Proprietary Software (the “Unisys Source Code”) in escrow
with Data Securities International, Inc. (“DSI”) and, subject to an Escrow Agreement (the “Escrow Agreement”) attached hereto as Exhibit 35 signed by Unisys, UHS and DSI. The version maintained at all times, shall be the version
used by Unisys to provide Services to UHS so that if a release event occurred, UHS could operate without interruption. Unisys shall also deposit under the Escrow Agreement the Source Code to any updates, changes, alterations, or modifications to the
Unisys Proprietary Software as they are made, so as to be current with the version operated by Unisys for the benefit of UHS. UHS may only access the Unisys Source Code in the event that any of 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 15 








 the release conditions set forth in Section 4 of the Escrow Agreement (except for 4.1(a)) and/or any of
the following permanent release conditions, and notwithstanding anything to the contrary in the Escrow Agreement, release shall not be subject to objection or contrary instructions by Unisys: 
  
 (i) Upon termination of the Agreement for Change in Control of Unisys
(Section 24.02); 
  
 (ii) In the event Unisys discontinues (or
UHS is unable to acquire) standard, commercially available maintenance for the Unisys Proprietary Software version used by or for the benefit of UHS, on commercially reasonable terms and conditions and pricing; or 
  
 (iii) In the event that Unisys fails to carry out maintenance or support
obligations (or is relieved of its obligations to do so under a force majeure event) with respect to the Unisys Proprietary Software imposed on it pursuant to the Agreement or Exhibit 1. 
  
 UHS shall have the right at any time to verify the Deposits made to DSI by Unisys, and Unisys shall provide UHS all
information and assistance, including object code versions of the Unisys Proprietary Software, to do so, at no cost to UHS. 
  
 Unisys hereby grants to UHS a paid-up, non-exclusive, royalty-free, non-transferable (except to its assignees under Section 33.01(3) or to its
Affiliates), worldwide, license for the remaining term of the related software license to alter copy and use the Source Code to support its license of the Software as set forth in this Agreement and to authorize third parties to exercise such rights
in each case solely for the benefit of UHS. Such license shall be at least as broad as the license to the object code. UHS agrees, however, to forbear from accessing and using the Source Code until such time as UHS is entitled, in accordance with
this Agreement, to the release of the Source Code out of escrow. UHS shall have the right, if necessary, to reverse engineer the Unisys Proprietary Software solely as necessary to support its use thereof. 
  
 For purposes of this Section 33.19, “Source Code” shall mean the
computer program expressed in a source or human readable language consisting of a full source language statement of the program comprising the Unisys Proprietary Software and documentation necessary to allow a reasonably skilled programmer or
analyst to maintain and enhance the Unisys Proprietary Software without the assistance of Unisys or reference to other material. 
  
 Unisys agrees to amend its Escrow Agreement to comply with the requirements outlined in this Section 33.19, no later than May 1, 2004, and such amendment
shall be subject to UHS’ approval, which shall not be unreasonably withheld. 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 16 








 The parties agree that Section 33.16 (Solicitation) shall not apply to UHS in the event and to the extent
UHS obtains the Source Code and desires to retain Unisys personnel to assist UHS with the Source Code.” 
  

	 	29.	Article 33 (Miscellaneous Provisions) of the Agreement is hereby amended to add the following additional Section 33.20: 

  
 “33.20 Revisions to Exhibits. The parties agree that, for ease
of the Parties, Exhibits may be revised from time to time during the Term, by revising the applicable Exhibit as well as completing and both parties executing the Revision Log (in the form attached hereto as Exhibit 34) for the applicable
Exhibit.” 
  
 The parties agree to treat facsimile copies of signatures on
this Amendment as originals. In the event of inconsistencies between the Agreement and this Amendment, the terms and conditions of this Amendment shall be controlling. Unless specifically modified or changed by the terms of this Amendment, all terms
and conditions of the Agreement shall remain in effect and shall apply fully as described and set forth in the Agreement. 
  

									
	 Accepted by:
	 	 	  	Accepted by:
			
	 Unisys Corporation
	 	 	  	United HealthCare Services, Inc.
					
	 By:
	 	  

	 	 	  	By:	  	  


					
	 Name:
	 	  

	 	 	  	Name:	  	  


					
	 Title:
	 	  

	 	 	  	Title:	  	  


					
	 Date:
	 	  

	 	 	  	Date:	  	  



  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 17 








 ATTACHMENT 1 
  
 LIST OF EXHIBITS 
  

			
		
	Exhibit 1	  	Base Services
		
	Exhibit 2	  	Applications Software
		
	Exhibit 3	  	Systems Software
		
	Exhibit 4	  	Transition Plan – INTENTIONALLY DELETED
		
	Exhibit 5	  	Performance Credits – INTENTIONALLY DELETED
		
	Exhibit 6	  	Hardware Inventory
		
	Exhibit 7	  	Customer Satisfaction Survey – INTENTIONALLY DELETED
		
	Exhibit 8	  	Service Locations
		
	Exhibit 9	  	Key Employees – INTENTIONALLY DELETED
		
	Exhibit 10	  	UHS Competitors
		
	Exhibit 11	  	Base Charges
		
	Exhibit 12	  	Disaster Recovery Services
		
	Exhibit 13	  	Audit Procedures
		
	Exhibit 14	  	UHS Travel Expense Policy
		
	Exhibit 15	  	Subcontractors
		
	Exhibit 16	  	Termination Assistance Services
		
	Exhibit 17	  	Termination Charges
		
	Exhibit 18	  	Application Resource Request and Rates
		
	Exhibit 19	  	Resource Usage Reports and Data
		
	Exhibit 20	  	Form of Performance Report
		
	Exhibit 21	  	Strategic Plan – INTENTIONALLY DELETED
		
	Exhibit 22	  	Procedures Documentation Outline

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 18 









			
		
	Exhibit 23	  	Change Control Procedures Outline – INTENTIONALLY DELETED
		
	Exhibit 24	  	UHS Affiliates
		
	Exhibit 25	  	Deliverables – INTENTIONALLY DELETED
		
	Exhibit 26	  	Service Level Agreements and Performance Standards
		
	Exhibit 27	  	U.S. Government Contract Requirements
		
	Exhibit 28	  	Transitioned Employee Letter Agreement – INTENTIONALLY DELETED
		
	Exhibit 29	  	UHS Employee List – INTENTIONALLY DELETED
		
	Exhibit 30	  	COLA – INTENTIONALLY DELETED
		
	Exhibit 31	  	Variable Pricing Mechanism – INTENTIONALLY DELETED
		
	Exhibit 32	  	Information Security Policies and Procedures
		
	Exhibit 33	  	Additional Service Requests
		
	Exhibit 34	  	Exhibit Log
		
	Exhibit 35	  	Escrow Agreement

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  

 2004 Contract Exhibit Note 
  
 Section I, Base Services and Section II, Function and Scope Matrix have been merged into a single section. 
  
 Detailed responsibilities for each of the following functional areas are defined in this
exhibit. Capacity based services include providing Unisys host mainframe processing and storage resource to run applications in the UHS production environment. Services not specified are assumed to be the responsibility of UHS. 
  

	•	Operations 

  

	•	Production Control 

  

	•	Security 

  

	•	Unisys Technical Services 

  

	•	Disaster Recovery 

  

	•	Unisys Database Administration 

  

	•	Help Desk Services 

  

	•	Communications 

  

	•	Print Services 

  

	•	Outside Media Services 

  

	•	Financial and Asset Management 

  

	•	UNIX Support 

  

	•	Account Management 

  
 Responsibility Key 
  
 X - Responsible — The party identified has full responsibility for performing this function. 
 P - Primary — This party has responsibility
for performing the function and obtaining concurrence from the other party. 
 S - Secondary — This party provides input to and collaborates with the
party responsible for the function. 
  

 Page 1 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Operations
  
 Includes responsibilities such as console operations, batch support, tape management, backups, documentation, problem resolution, and hardware installation necessary to
maintain the system.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Operate Console
	  	X	  	 
	 Command Center Automation Tools
	  	 	  	 
	 Define and maintain business process documents
	  	 	  	X
	 Define requirements
	  	 	  	X
	 Define command center requirements
	  	X	  	 
	 Implement Automation Programs
	  	X	  	 
	 Perform automated monitoring
	  	X	  	 
	 Batch
	  	 	  	 
	 Define batch process flow
	  	 	  	X
	 Batch Monitoring
	  	X	  	 
	 Batch Abend Repair
	  	P	  	S
	 Batch Abend Escalation
	  	P	  	S
	 Tape Management
	  	 	  	 
	 Mount Tapes
	  	X	  	 
	 Out of Company Tape Processing
	  	X	  	 
	 Off site storage
	  	X	  	 
	 Tape Library management
	  	X	  	 
	 Tape Initialization
	  	X	  	 
	 Silo Management
	  	X	  	 
	 First Line problem determination
	  	X	  	 
	 File Back-up/Recovery Assistance (including database recovery)
	  	X	  	 
	 Document Operations Procedures
	  	P	  	S
	 Hardware Planning and Installation
	  	 	  	 
	 Technology in-put, review, and general recommendation
	  	P	  	S
	 Technology plan review
	  	P	  	S
	 Technology plan approval
	  	S	  	P
	 Hardware facilities requirements
	  	X	  	 
	 Hardware installation and maintenance
	  	X	  	 
	 Facilities Management
	  	 	  	 
	 Building Management
	  	X	  	 
	 Environmental Management
	  	X	  	 
	 Space Planning Assistance
	  	X	  	 
	 Testing and concurrent maintenance
	  	X	  	 
	 Report of Problem Management
	  	X	  	 
	 Failure Recovery
	  	 	  	 
	 Service Center/Data Network Machine Failure
	  	 	  	 
	 Service Center Equipment (up to but not incl. remote FEP)
	  	X	  	 
	 Data Network Equipment (incl. and beyond remote FEP)
	  	 	  	X
	 Systems software failure
	  	X	  	 
	 Applications Software failure
	  	 	  	X

  

 Page 2 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Production Control
  
 Includes responsibilities such as planning, analysis, tool support, WFL support, and problem management necessary to support the production schedule.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Establish Standards
	  	P	  	S
	 Standards compliance
	  	X	  	 
	 Operations analysis and planning
	  	X	  	 
	 Support scheduling software
	  	X	  	 
	 Batch Production Schedule
	  	 	  	 
	 Scheduler input
	  	P	  	S
	 Scheduler updates
	  	X	  	 
	 Execution
	  	X	  	 
	 Process Special Requests
	  	X	  	 
	 WFL creation, support and hang fixing
	  	X	  	 
	 Track Batch Problem Reports and System Crashes
	  	X	  	 
	 Report Problem Resolution Statistics
	  	X	  	 
	 Preparation of Run parameter Cards
	  	P	  	S

  

 Page 3 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Security
  
 Unisys will provide, in accordance with UHS policies and procedures, and requirements, physical security in the Unisys Service Center location and will be the custodian
of the security files providing the required backup and recovery services. Unisys will also be responsible for making UHS requested changes to the security software system. The security administration for hosts and applications will be the
responsibility of UHS, i.e. administration of user codes and logons.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Physical Security at UHS Facilities
	  	 	  	 
	 Administrative and technical support
	  	 	  	X
	 Badge distribution, alarm monitoring and response
	  	 	  	X
	 Emergency response (fire, medical, first aid)
	  	 	  	X
	 Physical Security at Unisys Facilities
	  	 	  	 
	 Administrative and technical support
	  	X	  	 
	 Badge distribution, alarm monitoring and response
	  	X	  	 
	 Emergency response (fire, medical, first aid)
	  	X	  	 
	 Logical Security Management (a component of which is data access/administration of user id’s and passwords)
	  	 	  	 
	 Conduct Periodic Audit
	  	X	  	X
	 Host/Mainframe installation & maintenance
	  	X	  	 
	 Host/Mainframe upgrades
	  	X	  	 
	 UNIX installation & maintenance
	  	 	  	X
	 UNIX upgrades
	  	 	  	X
	 Maintain master security database (Security DB Utility/RACF)
	  	 	  	X
	 Administrative support (host/mainframe system software)
	  	X	  	 
	 Administrative support (application software)
	  	 	  	X
	 User Password authorization policy
	  	 	  	X
	 Data access/administration of user id’s and passwords
	  	 	  	X
	 Network firewall management, intrusion detection and related escalation procedures
	  	 	  	X
	 Data Network - dual responsibility
	  	 	  	 
	 Network definitions (dual responsibility)
	  	X	  	X
	 User lists
	  	X	  	X
	 User initialization
	  	X	  	X
	 Policy & Procedures
	  	 	  	X
	 Procedures
	  	S	  	P
	 Security Enhancement
	  	 	  	 
	 Security consultancy
	  	X	  	X
	 Identify areas for improvement
	  	X	  	X
	 Recommend solutions
	  	X	  	X
	 Security Management
	  	 	  	 
	 Maintain the security operating system software.
	  	X	  	 
	 In conjunction with UHS, review security policies and procedures for effectiveness and recommend improvements.
	  	X	  	X
	 Review and implement changes made or requested by UHS to its security policies and standards in accordance with the ASR
process.
	  	P	  	S
	 Maintain and update the information security procedures for UHS.
	  	 	  	X
	 Unisys should notify UHS of any security violations, both physical and logical in nature, that Unisys detects or becomes aware of during the
Term and will provide commercially reasonable assistance to UHG for investigation and corrective actions necessary to remedy the violation and prevent reoccurrence.
	  	X	  	 
	 Provide a UHS “focal point” with responsibility for day-to-day security management.
	  	 	  	X
	 Provide Unisys with UHS’ security audit history (both internal and external) and security policies, standards and practices in effect as
of the Effective Date and any updates as they occur.
	  	 	  	X

  

 Page 4 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Security
  
 Unisys will provide, in accordance with UHS policies and procedures, and requirements, physical security in the Unisys Service Center location and will be the custodian
of the security files providing the required backup and recovery services. Unisys will also be responsible for making UHS requested changes to the security software system. The security administration for hosts and applications will be the
responsibility of UHS, i.e. administration of user codes and logons.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Communicate the security procedures to end users (for example, login procedures, password requirements, use of anti virus programs, data and
equipment security procedures).
	  	 	  	X
	 In conjunction with Unisys, review UHS’ security policies and procedures for effectiveness and recommend improvements.
	  	S	  	P
	 Notify Unisys of changes UHS plans to make to its security policies and standards before implementation via the UHS change and problem
management process.
	  	 	  	X
	 Physical Security
	  	 	  	 
	 Provide physical security controls at Unisys facilities
	  	X	  	 
	 Restrict access to data processing areas to authorized personnel only where Unisys has security responsibility.
	  	X	  	 
	 Restrict access to data processing areas to authorized personnel only where UHS has security responsibility.
	  	 	  	X
	 Conduct periodic reviews of the data processing areas for which Unisys has security responsibility including reviews of access logs for
unusual occurrences and perform follow-up activities in accordance with the procedures specified in the information security procedures for UHS
	  	X	  	 
	 Provide secure storage for removable storage media under Unisys control.
	  	X	  	 
	 Provide physical security controls at the UHS Service Locations.
	  	 	  	X
	 Protect LAN servers and infrastructure devices on UHS premises from unauthorized access.
	  	 	  	X
	 Logical Access Control
	  	 	  	 
	 Provide annually to UHS for re-verification a list of existing UHS system logon IDs.
	  	X	  	 
	 Review and verify annually the system logon IDs for Unisys personnel and request delete the IDs of those individuals no longer authorized by
UHS to access the system.
	  	X	  	 
	 Delete individual logon ID’s no longer authorized.
	  	 	  	X
	 Based on information provided by UHS, delete the system logon IDs of those individuals no longer authorized by UHS to access the
system.
	  	 	  	X
	 Install, maintain and upgrade new or existing data access control software, as deemed necessary by Unisys to provide the
Services.
	  	X	  	 
	 Implement the functions and features of the access control software that will satisfy UHS’ security practices as defined in the
information security procedures for UHS.
	  	X	  	 
	 Implement the security system values and features of the supported operating systems that satisfy UHS’ security practices as defined in
the information security procedures for UHS.
	  	X	  	 
	 Identify the protection requirements for operating system resources.
	  	P	  	S
	 Implement the protection requirements for operating system resources via the access control software with all changes being scheduled and
performed in accordance with the change management process.
	  	X	  	 
	 Capture and maintain audit records for a mutually agreed retention period, and provide record retention reports to the UHS project executive
upon reasonable request.
	  	X	  	 
	 Promptly inform UHS of any security issues as Unisys becomes aware and recommend possible remedial action.
	  	X	  	 
	 Schedule and notify UHS through the change management process of security or integrity software fixes that must be applied to the systems for
which Unisys has security responsibility.
	  	X	  	 

  

 Page 5 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Security
  
 Unisys will provide, in accordance with UHS policies and procedures, and requirements, physical security in the Unisys Service Center location and will be the custodian
of the security files providing the required backup and recovery services. Unisys will also be responsible for making UHS requested changes to the security software system. The security administration for hosts and applications will be the
responsibility of UHS, i.e. administration of user codes and logons.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Periodically review privileged user authorities and request removal of those for which UHS authorization no longer exists.
	  	X	  	 
	 Control and be responsible for the security officer/security administrator user profiles on those systems for which Unisys has security
responsibility.
	  	 	  	X
	 Review and verify annually the system logon IDs for UHS personnel (i.e., re-verification) and notify Unisys to delete the IDs of those
individuals who no longer have a business need and/or are no longer authorized by management to access the system.
	  	 	  	X
	 Maintain the procedures used to identify User IDs to be deleted or modified.
	  	 	  	X
	 Define and provide to Unisys: data classification and control criteria, data protection and handling requirements, and data encryption
requirements;
	  	 	  	X
	 Promptly acknowledge receipt of security exposures notified to UHS by Unisys and inform Unisys of UHS’ acceptance or rejection of Unisys
recommended remedial action or other remedial action UHS implements.
	  	 	  	X
	 Take appropriate corrective action to remedy security violations notified to UHS by Unisys.
	  	 	  	X
	 Define and implement the protection requirements for Application Software resources via the access control software.
	  	 	  	X
	 Define and implement the protection requirements for End User data via the access control software.
	  	 	  	X
	 Establish the process criteria for resetting passwords and disclosing such passwords to authorized personnel.
	  	 	  	X
	 Implement and maintain security controls for those subsystems and Software that do not use the access control software for their
security.
	  	 	  	X
	 Establish, change, deactivate, and remove logon IDs and associated access authorities for UHS and Unisys personnel.
	  	 	  	X
	 Reset logon ID passwords for UHS and Unisys personnel and disclose such passwords to authorized personnel.
	  	 	  	X
	 Review, approve, and grant requests for privileged user authorities.
	  	 	  	X
	 Data Network
	  	 	  	 
	 Manage and maintain all firewalls and gateway devices that connect the Unisys Data Network to the UHS Data Network that Unisys requires to
provide the Services.
	  	X	  	 
	 Approve end user access/ revocation to network, Application Software, systems, and modem access
	  	 	  	X
	 Implement access requests, access rights lists, and passwords.
	  	 	  	X
	 UHS will identify all dial-in services and inter enterprise gateway services and the authorized users of such services.
	  	 	  	X

  

 Page 6 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Unisys Technical Services
  
 Includes responsibilities such as operating system installation and support, problem resolution, performance monitoring and tuning, and product support to upgrade and
maintain the system.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Operating Systems Support (Installation and maintenance)
	  	 	  	 
	 A Series System Software (i.e., MCP, COMS, DMSII, etc.)
	  	X	  	 
	 New Release evaluation
	  	X	  	 
	 Interim Correction Release evaluation
	  	X	  	 
	 Test new ClearPath System Software releases (i.e. MCP, COMS, DMSII, CCF, etc.) on Unisys owned platforms using Unisys to ensure software
compatibility
	  	X	  	 
	 Test new ClearPath System Software releases (i.e. MCP, COMS, DMSII, CCF, etc.) on Unisys owned CCF test bed using Unisys developed scripts to
ensure software compatibility
	  	X	  	 
	 Test new ClearPath System Software releases (i.e. MCP, COMS, DMSII, CCF, etc.) on UHS Development/Test environments to ensure software
compatibility
	  	X	  	X
	 New release installation
	  	X	  	 
	 Supervisor Support
	  	X	  	 
	 Other host software (3rd party)
	  	X	  	 
	 Custom Connect Facility (CCF) – distributed A
	  	 	  	 
	 Installation and maintenance
	  	X	  	 
	 CCF Testing
	  	 	  	 
	 Script engine jointly developed by UHS and Unisys
	  	X	  	X
	 Tests run on 2 Unisys owned ClearPath systems in Eagan
	  	X	  	 
	 Scripts have evolved over time. As new failures are found in production those test cases are added
	  	X	  	 
	 Test are automated but still require an FTE when testing is in progress
	  	X	  	 
	 Leverage existing resources to provide the necessary manpower
	  	X	  	 
	 Troubleshooting/problem resolution (i.e., MCP, System Soft, Env Soft.)
	  	 	  	 
	 Evaluation of problem
	  	X	  	 
	 Problem Drill down to root cause
	  	X	  	 
	 Service Center Automation Product Support (Installation and maintenance)
	  	 	  	 
	 Tape Library
	  	X	  	 
	 File Management
	  	X	  	 
	 Print Management
	  	X	  	 
	 Source Code Control
	  	X	  	 
	 Scheduling
	  	X	  	 
	 Performance Monitoring
	  	X	  	 
	 Operations Automation
	  	X	  	 
	 Technical Product Support (Installation and maintenance)
	  	 	  	 
	 Print Support (i.e., ISC Spool)
	  	X	  	 
	 Code Generation (i.e., XGen)
	  	X	  	 
	 PC/File transfer (i.e., FileExpress)
	  	X	  	 
	 Data Transfer (i.e., Data Bridge)
	  	X	  	 
	 Utilization Reporting (i.e., ResourceDB)
	  	S	  	P
	 Print Barcode Application
	  	 	  	X
	 Print Forms Design Utility
	  	 	  	X
	 Business Application Program Modules (TB7500)
	  	 	  	X
	 WFL Development and support
	  	 	  	 
	 Design Support
	  	S	  	P
	 Implementation (release)
	  	S	  	P
	 Testing
	  	S	  	P
	 Evaluation of problem
	  	P	  	S
	 Problem Drill down to root cause
	  	P	  	S
	 Operational Analysis and Problem Resolution
	  	P	  	S

  

 Page 7 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Unisys Technical Services
  
 Includes responsibilities such as operating system installation and support, problem resolution, performance monitoring and tuning, and product support to upgrade and
maintain the system.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Workflow Development/Support
	  	P	  	S
	 Scheduling
	  	P	  	S
	 Capacity Planning (applications)
	  	S	  	P
	 Performance Monitoring and Tuning Production Only
	  	 	  	 
	 Performance Thresholds Alert setup and monitoring
	  	X	  	 
	 System Monitoring
	  	X	  	 
	 Environmental (Distributed A)
	  	X	  	 
	 Applications Performance Analysis
	  	S	  	P
	 Performance Reporting
	  	X	  	 
	 System Capacity Planning (day to day)
	  	P	  	S
	 File/Tape Management
	  	 	  	 
	 Backup/recovery procedures
	  	X	  	 
	 Monitor Available Disk Space
	  	X	  	 
	 Define File/Tape Retention Parameters
	  	S	  	P
	 Configure/Implement File/Tape Retention Parameters
	  	X	  	 
	 File/Tape Mount Management
	  	P	  	S
	 New Technology/Product Research
	  	 	  	 
	 Technology input and review
	  	S	  	P
	 Technology implementation
	  	P	  	S
	 Technology selection
	  	P	  	S
	 Security Administration
	  	 	  	 
	 Security Policy and Procedures
	  	 	  	X
	 User ID Administration
	  	 	  	X
	 Router Configuration/Parameters/Databases
	  	X	  	 
	 Security Application – ALGOL Code
	  	X	  	 
	 Security Application – XGEN COBOL Code
	  	 	  	X
	 Quality Assurance
	  	 	  	 
	 Application Installation
	  	 	  	 
	 Actual installation
	  	P	  	S
	 User acceptance and verification
	  	S	  	P
	 Define and Develop Standards and Procedures
	  	S	  	P
	 Define requirements
	  	S	  	P
	 Promote to production
	  	P	  	S
	 WFL standards and procedures
	  	P	  	S
	 Automated Run Documentation
	  	S	  	P
	 Set-up
	  	S	  	P
	 Dependencies
	  	S	  	P
	 Initiation
	  	S	  	P
	 Recovery
	  	S	  	P
	 Hardware & System Software Installation
	  	 	  	 
	 Actual installation
	  	P	  	S
	 User acceptance and verification
	  	P	  	S
	 Define and Standards and Procedures
	  	P	  	S
	 Define requirements
	  	P	  	S
	 Promote to production
	  	P	  	S
	 Develop Service Level Agreements
	  	S	  	P
	 Service Level Management (day to day)
	  	P	  	S
	 Capacity management (day to day)
	  	 	  	 
	 Define and maintain capacity management process documents
	  	P	  	S
	 Define application requirements
	  	 	  	X
	 Capacity monitoring
	  	P	  	S
	 Storage management (DASD, tape)
	  	P	  	S
	 Maintain Optimal Storage Environment (cost, service)
	  	P	  	S

  

 Page 8 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Disaster Recovery
  
 Includes responsibilities such as disaster plan maintenance, disaster recovery testing, and implementation of the plan in the event of a disaster necessary to restore
service.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Disaster Recovery Planning
	  	 	  	 
	 Define Application Disaster Recovery Levels
	  	 	  	X
	 Disaster Recovery Plan Development and Maintenance
	  	S	  	P
	 Contract Maintenance
	  	 	  	X
	 Administration (compliance, guidelines, standards, procedures)
	  	S	  	P
	 Testing
	  	S	  	P
	 Tapes to Hot Site (from vault)
	  	X	  	 

  

 Page 9 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Unisys Database Administration
  
 Includes responsibilities such as software installation and support, logical and physical data design, database backups, and monitoring necessary to support and maintain
the test and production workloads.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 DMSII Production Environment
	  	 	  	 
	 Install DMSII Software
	  	X	  	 
	 Monitor and control DMSII environment
	  	X	  	 
	 Physical data base design
	  	P	  	S
	 Logical database design
	  	S	  	P
	 Review and support application DML
	  	 	  	X
	 Maintain production DASDL and generate Description
	  	P	  	S
	 Determine database space requirements
	  	P	  	S
	 Ensure data base physical integrity (backup/recovery)
	  	P	  	S
	 Identify and resolve application performance problems
	  	S	  	P
	 Monitor and tune database performance
	  	X	  	 
	 Identify database backup cycle requirements (type, frequency, occurrence)
	  	P	  	S
	 Support and perform database backup process
	  	X	  	 
	 Identify and resolve DMSII related software problems
	  	X	  	 
	 24 X 7 database support coverage
	  	X	  	 
	 Automation/Tool utilization
	  	X	  	 
	 DMSII storage management (Structure and population growth)
	  	X	  	 
	 Database standardization
	  	P	  	S
	 DMSII Test Environment
	  	 	  	 
	 Install DMSII Software
	  	X	  	 
	 Monitor and control DMSII environment
	  	X	  	 
	 Physical data base design
	  	P	  	S
	 Logical database design
	  	S	  	P
	 Review and support application DML
	  	 	  	X
	 Maintain production DASDL and generate Description
	  	P	  	S
	 Determine database space requirements
	  	P	  	S
	 Ensure data base physical integrity (backup/recovery)
	  	P	  	S
	 Identify and resolve application performance problems
	  	S	  	P
	 Monitor and tune database performance
	  	X	  	 
	 Identify database backup cycle requirements (type, frequency, occurrence)
	  	P	  	S
	 Support and perform database backup process
	  	X	  	 
	 Identify and resolve DMSII related software problems
	  	X	  	 
	 24 X 7 database support coverage
	  	X	  	 
	 Automation/Tool utilization
	  	X	  	 
	 DMSII storage management (Structure and population growth)
	  	X	  	 
	 Database standardization
	  	P	  	S
	 DBMS capacity planning
	  	 	  	 
	 Applications requirements
	  	 	  	X
	 Physical Estimation Process
	  	X	  	 
	 DBA Functions
	  	 	  	 
	 DBMS performance management
	  	S	  	P
	 DBMS performance utilization tracking
	  	X	  	 
	 Backup/recovery planning and design
	  	X	  	 
	 Involvement with application installation
	  	S	  	P
	 DB Reorganization
	  	X	  	 
	 DB Space Management and Monitoring
	  	X	  	 
	 Database troubleshooting/resolution
	  	X	  	 
	 DB Rollbacks and Recoveries
	  	X	  	 

  

 Page 10 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Help Desk Services
  
 Includes responsibilities necessary for problem and incident management.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Level 1 Support
	  	 	  	 
	 Answer calls from UHS users
	  	 	  	X
	 Problem management (UHS Service Center Help Desk - Level 1)
	  	 	  	 
	 Record problems
	  	 	  	X
	 Track problems through resolution
	  	 	  	X
	 Provide feedback to users
	  	 	  	X
	 Initial problem support
	  	 	  	X
	 Level 1 problem resolution
	  	 	  	X
	 Invoke proper problem resolution resources
	  	 	  	X
	 Follow-up for resolution status
	  	 	  	X
	 Escalate to next level of support (network, app. level 2)
	  	 	  	X
	 Standards and procedures (UHS help desk)
	  	S	  	P
	 Notify users of systems availability
	  	 	  	X
	 Management reporting - UHS level 1 and Internal Client SLA/s
	  	 	  	X
	 Level 2 Support
	  	 	  	 
	 Answers calls from UHS Help Desk
	  	X	  	 
	 Problem Management (Unisys Help Desk)
	  	 	  	 
	 Record problems
	  	X	  	 
	 Track problems through resolution (UNISYS level 2)
	  	X	  	 
	 Provide feedback to UHS Level 1 Help Desk
	  	X	  	 
	 Level 2 problem resolution (in scope services)
	  	X	  	 
	 Invoke proper problem resolution resources
	  	X	  	 
	 Follow-up for resolution status
	  	X	  	 
	 Escalate to next level of support
	  	X	  	 
	 Standards and procedures UNISYS Help Desk
	  	X	  	 
	 Notify UHS Help Desk of system availability
	  	X	  	 
	 Integrate UHS Procedures into Unisys Help Desk Procedures
	  	P	  	S
	 Management reporting - Level 2
	  	X	  	 

  

 Page 11 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Communications
  
 Includes responsibilities such as support of routers and hubs necessary to provide connectivity to the UHS network.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Network Hardware Maintenance and support
	  	 	  	 
	 Two CP2000s supporting tape label printing in Eagan
	  	X	  	 
	 ClearPath Network Appliances used for 100mb and Gigabit access to NX and Libra hosts
	  	X	  	 
	 NT40 servers used for 100mb access to NX hosts
	  	X	  	 
	 Network Software
	  	 	  	 
	 Configuration of Moves, Adds, Changes
	  	 	  	 
	 NT4.0 Image used in ClearPath Network Appliance (CNA)
	  	X	  	 
	 Windows XP Image when ClearPath Network Appliance (CNA) is upgraded to use XP
	  	X	  	 
	 NNS (NT/CNA to NX/Libra interface software)
	  	X	  	 
	 NAU
	  	X	  	 
	 Maintenance and Support
	  	 	  	 
	 NX/Libra (CNS, BNA, TCP/IP, NX/Libra Host name resolution))
	  	X	  	 
	 NAU
	  	X	  	 
	 Any new or out-of-scope networking entities
	  	 	  	X
	 Network Communications for Disaster Recovery
	  	X	  	 

  

 Page 12 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Print Services
  
 Includes responsibilities such as hardware support, software support, and file/report generation necessary to support printing.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Document Creation & Management
	  	 	  	 
	 Composition Tools EOS at TIC
	  	 	  	X
	 Document Viewing
	  	 	  	X
	 Print Related Support Software
	  	 	  	 
	 System Software
	  	X	  	 
	 Transmission Software
	  	X	  	 
	 Forms Management
	  	 	  	X
	 Report Delivery Tracking
	  	 	  	X
	 File/Report Transmission (both Hardware and Software)
	  	X	  	 
	 Print/Report Generation
	  	 	  	 
	 Queue Management
	  	S	  	P
	 Printer Hardware
	  	 	  	X
	 Physical Printing
	  	 	  	X
	 Forms Management
	  	 	  	X
	 Report Delivery Tracking
	  	 	  	X
	 Print Delivery Metrics
	  	 	  	 
	 Print File Availability to Printer Queue Management
	  	X	  	 
	 Print/Report Delivery to Customer
	  	 	  	X
	 Reporting Overall Metric
	  	X	  	 

  

 Page 13 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Outside Services
  
 Includes responsibilities to support microfiche and ID card services.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Microfiche
	  	 	  	 
	 Spool microfiche output to tape
	  	X	  	 
	 Ship microfiche tape(s) to services vendor
	  	X	  	 
	 Receive/verify microfiche output
	  	 	  	X
	 Distribute microfiche
	  	 	  	X
	 Store microfiche output to tapes
	  	X	  	 
	 ID-Card
	  	 	  	 
	 Spool ID-card output to tape or FTP
	  	X	  	 
	 Ship ID-card tape(s) to services vendor
	  	X	  	 
	 Receive/verify ID-card output
	  	 	  	X
	 Distribute ID-card
	  	 	  	X
	 Store ID card output to tape
	  	X	  	 

  

 Page 14 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Financial and Asset Management
  
 Includes responsibilities such as hardware and software acquisition, expense tracking, and inventory necessary to provide financial and asset reporting.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 CLEARPATH
	  	 	  	 
	 Hardware and Equipment (in-scope)
	  	 	  	 
	 Acquisition Analysis
	  	P	  	S
	 Maintenance Contract Negotiation
	  	X	  	 
	 Expense Tracking
	  	P	  	S
	 Invoice Processing
	  	X	  	 
	 Inventory
	  	X	  	 
	 Acquisition
	  	P	  	S
	 Software
	  	 	  	 
	 License Contracting - as specified in Exhibit 3 (dual responsibility)
	  	X	  	X
	 Acquisition Analysis
	  	P	  	S
	 Expense Tracking
	  	P	  	S
	 Invoice Processing
	  	X	  	 
	 Inventory
	  	P	  	S
	 Acquisition
	  	P	  	S
	 Rate Setting and charge back to UHS for CPU, storage, tape, etc.
	  	P	  	S
	 Provide Job Accounting Statistics and Management Reports
	  	P	  	S
	 Software License Management
	  	 	  	 
	 System Software
	  	X	  	 
	 Service Center Automation Utilities
	  	X	  	 
	 Business Application
	  	 	  	X
	 Hardware Management
	  	 	  	 
	 Inventory Control (Unisys Service Center)
	  	X	  	 
	 Acquisitions
	  	P	  	S

  

 Page 15 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	Financial and Asset Management	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 MANAGED SERVER FARM (MSF)
	  	 	  	 
	 Hardware and Equipment (Unisys owned)
	  	 	  	 
	 Acquisition Analysis
	  	P	  	S
	 Maintenance Contract Negotiation
	  	X	  	 
	 Expense Tracking
	  	P	  	S
	 Invoice Processing
	  	X	  	 
	 Inventory
	  	X	  	 
	 Acquisition
	  	P	  	S
	 Hardware and Equipment (UHS owned)
	  	 	  	 
	 Acquisition Analysis
	  	 	  	X
	 Maintenance Contract Negotiation
	  	 	  	X
	 Expense Tracking
	  	 	  	X
	 Invoice Processing
	  	 	  	X
	 Inventory
	  	X	  	 
	 Acquisition
	  	 	  	X
	 Software
	  	 	  	 
	 License Contracting – as specified in Exhibit 3 (dual responsibility)
	  	 	  	X
	 Acquisition Analysis
	  	 	  	X
	 Expense Tracking
	  	 	  	X
	 Invoice Processing
	  	 	  	X
	 Inventory
	  	 	  	X
	 Acquisition
	  	 	  	X
	 Fixed rate charges for MSF support of servers
	  	P	  	S
	 Software License Management
	  	 	  	 
	 System Software – Unisys owned hardware (AIX only)
	  	X	  	 
	 System Software
	  	 	  	X
	 Service Center Automation Utilities
	  	X	  	 
	 Business Application
	  	 	  	X
	 Hardware Management
	  	 	  	 
	 Inventory Control (Unisys Service Center)
	  	X	  	 
	 Acquisitions
	  	 	  	X

  

 Page 16 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 UNIX Standard Support
  
 Includes responsibilities such as system administration, database administration and operational support necessary to install and maintain UNIX production
systems.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 System Administration
	  	 	  	 
	 System sizing for ordering using customer information
	  	 	  	X
	 Request the ordering of new system software or system software upgrades
	  	 	  	X
	 Order new system software or system software upgrades
	  	 	  	X
	 Order non-system software or non-system software upgrades
	  	 	  	X
	 Accountable for charges for all new software or software upgrades
	  	 	  	X
	 Order systems
	  	 	  	X
	 Install new hardware
	  	 	  	X
	 Install operating system software
	  	 	  	X
	 Install OS patches
	  	 	  	X
	 Configure OS
	  	 	  	X
	 Tune OS
	  	 	  	X
	 Upgrade OS
	  	 	  	X
	 Install application environment software
	  	 	  	X
	 Configure application environment software
	  	 	  	X
	 Tune application environment software
	  	 	  	X
	 Upgrade environment software
	  	 	  	X
	 Perform system backups and recoveries (BRU Sysback)
	  	 	  	 
	 Port utilities, test and maintain on RS6000
	  	X	  	 
	 Install utilities on UHS systems
	  	S	  	P
	 Define backup standards
	  	S	  	P
	 Configure and test backup scripts
	  	S	  	P
	 Execute and monitor backup scripts
	  	 	  	X
	 Manage system security
	  	 	  	X
	 Assign IP Addresses and Switch Port Assignments
	  	 	  	X
	 Local installation of network connectivity (patch cable)
	  	X	  	 
	 Manage system printers and print queues
	  	 	  	X
	 System performance monitoring
	  	 	  	X
	 Development of and Implementation of decommitment procedures for removing UNIX boxes from UHS use (e.g., removing of sensitive files, removing
licensed software, etc.).
	  	 	  	X
	 Database Administration
	  	 	  	 
	 Install database software
	  	 	  	X
	 Configure database software
	  	 	  	X
	 Tune database software
	  	 	  	X
	 Upgrade database software
	  	 	  	X
	 Create databases and database objects
	  	 	  	X
	 Reorganize databases
	  	 	  	X
	 Monitor database performance
	  	 	  	X
	 Monitor database object sizes
	  	 	  	X
	 Perform database recoveries
	  	 	  	X
	 Assist developers in planning
	  	 	  	X
	 Size databases
	  	 	  	X
	 Tape Management (BRU Sysback)
	  	 	  	 
	 Mount Tapes
	  	X	  	 
	 Out of company Tape processing
	  	X	  	 
	 Off site storage
	  	X	  	 
	 Tape library management
	  	X	  	 
	 Tape initialization
	  	X	  	 
	 Cleaning of tape drives
	  	X	  	 
	 ADSM/TSM Backup Support
	  	 	  	 
	 Unisys to support ADSM/TSM as described in the Network Backup System Operation SLA
	  	X	  	 

  

 Page 17 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 UNIX Standard Support
  
 Includes responsibilities such as system administration, database administration and operational support necessary to install and maintain UNIX production
systems.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Hardware Planning, Maintenance and Installation
	  	 	  	 
	 Technology in-put, review, and general recommendation
	  	 	  	X
	 Technology plan review and approval
	  	 	  	X
	 Hardware facilities requirements
	  	X	  	 
	 Hardware installations and maintenance
	  	 	  	X
	 Project planning for hardware upgrades, migrations and new systems
	  	S	  	P
	 Configuration Management
	  	 	  	 
	 Provide tracking of Server by Hardware Name and Serial Number
	  	X	  	 
	 Provide system software inventory reporting
	  	 	  	X
	 Provide 3rd Party software inventory reporting
	  	 	  	X
	 Disaster Recovery
	  	 	  	 
	 Service Center/Data Network Machine failure
	  	 	  	 
	 Service Center equipment
	  	 	  	X
	 Data network equipment
	  	 	  	X
	 Scheduling – Application
	  	 	  	X
	 Computer Operations
	  	 	  	 
	 System monitoring
	  	X	  	 
	 System boots based on customer request
	  	X	  	 

  

 Page 18 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 01	 
	 	Base Services and Function and Scope Matrix	 
	


  


					
	 Account Management
  
 Includes responsibilities such as management structure, service level agreements, change control, and problem management necessary to manage the account.
	  	 
	 	  	Responsibility


	 	  	Unisys

	  	UHS


	 (X - Responsible, P - Primary, S - Secondary)
	  	 	  	 
	 Management Structure
	  	 	  	 
	 Account Executive (Unisys)
	  	X	  	 
	 Account Executive (UHS)
	  	 	  	X
	 Account Manager (Unisys)
	  	X	  	 
	 Participation in Executive Steering Committee
	  	X	  	X
	 Reports and Meetings
	  	 	  	 
	 Reports (performance)
	  	P	  	S
	 Meetings (agenda & minutes)
	  	P	  	S
	 Service Level Agreement (SLA) Management
	  	 	  	 
	 Define service level requirements
	  	S	  	P
	 Define and maintain performance process
	  	P	  	S
	 Document service level agreements and service level objectives
	  	X	  	 
	 Measure and analyze performance
	  	X	  	 
	 Implement improvement programs
	  	P	  	S
	 Provide monthly reports
	  	X	  	 
	 Change Control and Management
	  	 	  	 
	 Define and maintain change management process
	  	 	  	X
	 Participate in UHS change management process
	  	S	  	P
	 Provide change requirements for application software installs and upgrades
	  	 	  	X
	 Provide Application changes
	  	 	  	X
	 Provide change requirements for Systems Software
	  	P	  	S
	 Provide back-off procedures for system software changes
	  	P	  	S
	 Conduct change control meeting
	  	S	  	P
	 Escalate change control conflicts
	  	S	  	P
	 Report on change success (to UHS)
	  	X	  	 
	 Problem Management
	  	 	  	 
	 Define and maintain problem management process
	  	 	  	X
	 Participate in UHS problem management process
	  	S	  	P
	 Record problems
	  	X	  	 
	 Distribute to support groups for resolution
	  	X	  	 
	 Track problem through resolution
	  	P	  	S
	 Escalate as required (War room) -(dual responsibility)
	  	X	  	X

  

 Page 19 of 19 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 2	 
	 	UHS Application Software	 
	


  

 Unix 
  

	
	 Production Applications


	 AccuTraq(WebSvr)

	 ACIS

	 Adjudipro

	 AppCenter Server

	 APT

	 Atlas

	 AutoSys server - Primary

	 DBP

	 BRIO

	 CARE24

	 Cold project

	 Consolidated data server

	 CPW

	 DB2 Connect

	 DNS environment

	 eBill

	 Eligibility/Provider DB

	 EmployerEServices

	 ESPH-ESPP

	 Everlink /Nextgen

	 FileNet

	 Health Risk Assesment/HRA

	 IBAAG (Internet benefits at a glance)

	 Imaging DB Retrevial Sys

	 LetGen

	 Linx Object Tier

	 Medica

	 Mercury Letters

	 METS-Medicare Encounter Tracking

	 MMEN-Medicare Medicade practice

	 MQ Series

	 NewMedia/Health Forums

	 NightVision/Nightingale

	 NIS environment

	 Openview/NetNodeManager

	 Optum

	 PARS (UTOA)

	 PatientID (PTID)

	 PDS

	 PeopleSoft

	 Physicians portal/myuhc.com

	 Plan Performance Improvement/PPI


  

 Page 1 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 2	 
	 	UHS Application Software	 
	


  


	
	 Production Applications


	 PRMS

	 PROVMAP Object Server

	 Qstar

	 Resource Maintainer

	 SGIA

	 Siebel/Rosetta

	 SSS

	 Sybase Replication Server

	 Total View Workgroup Management

	 Tracey Object Tier

	 Training Department

	 UBH-ONLINE

	 UBS

	 Underwriting

	 URN2

	 VETSS

	 Vision

	 WAND

	 WebSphere


  
 UNISYS ClearPath 
  

	
	 Production Applications


	 COSMOS

	 Jobtrk

	 Security DB


  

 Page 2 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 3	 
	 	System Software	 
	


  

 Mainframe System Software 
  
 Unisys ClearPath Proprietary Software 
 (GVPRODC) 
  

													
	 Style

	  	 Product

	  	 Rev./Vers.

	  	License
Holder

	  	Install
Date

	  	Last
Change
Date

	  	Term of
License


	 NXS58008-76K
	  	IOE:NX58XX-76K HMP-80	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXS840-EEX
	  	IOE:NTE4 1-8 US/CA 25CAL	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXS840-EEU
	  	IOE:NTE4 1-8 US/CA 25CAL	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 PC1-XVE
	  	WRKST SW:XVISION ECLIPSE	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 PC1-XVE
	  	WRKST SW:XVISION ECLIPSE	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXP110-CSS
	  	COM SW:NX SERIES BNAV2	  	HMP 7.0	  	Unisys	  	4/26/03	  	9/20/03	  	10/31/2005
	 NXP110-DB1
	  	DATAMGT:DBATOOLS-ANALY	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP110-DMT
	  	DATAMGT:DMSII DM INTRPTR	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP110-DDM
	  	DATAMGT:DMSII MONITOR	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP110-ERG
	  	DATAMGT:ERGO	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP110-HSV
	  	COM SW:HOST SERVICES	  	HMP 7.0	  	Unisys	  	4/26/03	  	9/20/03	  	10/31/2005
	 NXP110-DAC
	  	SEC SW:INFOGUARD ACC	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXP110-SSL
	  	SEC SW:SEC SUPPORT LIBRY	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXP110-MAC
	  	O/S:MACS SW FOR 5 DISKS	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXU5800-76K
	  	SUBSCRN:SSU NX58XX-76	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005
	 NXU110-DB1
	  	SUBSCRN:DBATOOLS	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/22/03	  	10/31/2005

  
 Unisys ClearPath
Proprietary Software 
 (UHSPRODD) 
  

													
	 Style

	  	 Product

	  	Rev./Vers.

	  	License
Holder

	  	Install
Date

	  	Last
Change
Date

	  	Term of
License


	 NXS58008-74K
	  	IOE:NX58XX-74K HMP-80	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXS840-EEX
	  	IOE:NTE4 1-8 US/CA 25CAL	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXS840-EEU
	  	IOE:NTE4 1-8 US/CA 25CAL	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 PC1-XVE
	  	WRKST SW:XVISION ECLIPSE	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 PC1-XVE
	  	WRKST SW:XVISION ECLIPSE	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXP110-CSS
	  	COM SW:NX SERIES BNAV2	  	HMP 7.0	  	Unisys	  	7/12/03	  	10/11/03	  	10/31/2005
	 NXP110-DB1
	  	DATAMGT:DBATOOLS-ANALY	  	HMP 8.0	  	Unisys	  	10/25/03	  	10/25/03	  	10/31/2005
	 NXP110-DMT
	  	DATAMGT:DMSII DM INTRPTR	  	HMP 8.0	  	Unisys	  	10/25/03	  	10/25/03	  	10/31/2005
	 NXP110-DDM
	  	DATAMGT:DMSII MONITOR	  	HMP 8.0	  	Unisys	  	10/25/03	  	10/25/03	  	10/31/2005
	 NXP110-ERG
	  	DATAMGT:ERGO	  	HMP 8.0	  	Unisys	  	10/25/03	  	10/25/03	  	10/31/2005
	 NXP110-HSV
	  	COM SW:HOST SERVICES	  	HMP 7.0	  	Unisys	  	7/12/03	  	10/11/03	  	10/31/2005
	 NXP110-DAC
	  	SEC SW:INFOGUARD ACC	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXP110-SSL
	  	SEC SW:SEC SUPPORT LIBRY	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXP110-MAC
	  	O/S:MACS SW FOR 5 DISKS	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXU5800-74K
	  	SUBSCRN:SSU NX58XX-74	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005
	 NXU110-DB1
	  	SUBSCRN:DBATOOLS	  	HMP 8.0	  	Unisys	  	9/13/03	  	2/14/04	  	10/31/2005

  

 Page 1 of 6 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 3	 
	 	System Software	 
	


  

 Unisys ClearPath Proprietary Software 
 (MNA17A) 
  

													
	 Style

	  	 Product

	  	Rev./Vers.

	  	License
Holder

	  	Install
Date

	  	Last
Change
Date

	  	Term of
License


	 NXS68008-A4
	  	IOE:NX6824-PLA MCP8	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 NXS840-EEX
	  	IOE:NTE4 1-8 US/CA 25CAL	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 NXS840-EEU
	  	IOE:NTE4 1-8 US/CA 25CAL	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 PC1-XVE
	  	WRKST SW:XVISION ECLIPSE	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 PC1-XVE
	  	WRKST SW:XVISION ECLIPSE	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 NXP130-CSS
	  	COM SW:NX SERIES BNAV2	  	HMP 7.0	  	Unisys	  	5/24/03	  	9/26/03	  	10/31/2005
	 NXP130-DB1
	  	DATAMGT:DBATOOLS-ANALY	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP130-DMT
	  	DATAMGT:DMSII DM INTRPTR	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP130-DDM
	  	DATAMGT:DMSII MONITOR	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP130-ERG
	  	DATAMGT:ERGO	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 NXP130-HSV
	  	COM SW:HOST SERVICES	  	HMP 7.0	  	Unisys	  	5/24/03	  	9/26/03	  	10/31/2005
	 NXP130-DAC
	  	SEC SW:INFOGUARD ACC	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 NXP130-SSL
	  	SEC SW:SEC SUPPORT LIBRY	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 NXU6800-A4
	  	SUBSCRN:SSU NX6824-PL8	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005
	 NXU130-DB1
	  	SUBSCRN:DBATOOLS	  	HMP 8.0	  	Unisys	  	9/13/03	  	11/22/03	  	10/31/2005

  
 Unisys ClearPath
Proprietary Software 
 (UHSPRODE) 
  

													
	 Style

	  	 Product

	  	Rev./Vers.

	  	License
Holder

	  	Install
Date

	  	Last
Change
Date

	  	Term of
License


	 CSL7821-D13
	  	IMAGE ENABLER 2 DOM PL3	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 GTS204-SSA
	  	UIS OS ENVIRONMENTSSA(9X5	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 GTS200-ADD
	  	MULTIPLE SYSTEMS FEE	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 CSS78018-192
	  	IOE CS7801 960/23328 MCP	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 CSS7801-CD1
	  	IOE COMPANION PKG – DC	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 CSP10130-CSS
	  	COM SW:NX SERIES BNAV2	  	HMP 7.0	  	Unisys	  	9/20/03	  	9/20/03	  	10/31/2005
	 CSP10130-HSV
	  	COM SW:HOST SERVICES	  	HMP 7.0	  	Unisys	  	9/20/03	  	9/20/03	  	10/31/2005
	 CSP10130-DMT
	  	DATAMGT:DMSII DM INTRPTR	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 CSP10130-DDM
	  	DATAMGT:DMSII MONITOR	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 CSP10130-ERG
	  	DATAMGT:ERGO	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 CSP10130-DAC
	  	SEC SW:INFOGUARD ACC	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 CSP10130-DB1
	  	DATAMGT:DBATOOLS –ANALY	  	HMP 8.0	  	Unisys	  	11/15/03	  	11/15/03	  	10/31/2005
	 CSP10130-SSL
	  	SEC SW:SEC SUPPORT LIBRY	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 CSU7801-192
	  	SSUSCRN CS7801 960/23328	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005
	 CSU10130-DB1
	  	SUBSCRN:DBATOOLS	  	HMP 8.0	  	Unisys	  	8/9/03	  	11/8/03	  	10/31/2005

  

 Page 2 of 6 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 3	 
	 	System Software	 
	


  

 Unisys ClearPath Proprietary Software 
 (DEVELOPMENT and TEST) 
  

													
	 Style

	  	 Product

	  	Rev./Vers.

	  	License
Holder

	  	Install
Date

	  	Last
Change
Date

	  	Term of
License


	 NX58007-62K
	  	IOE NX58XX-62K MCP	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NX58007-52K
	  	IOE NX58XX-52K MCP	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-CSS
	  	COM SW:NX SERIES BNAV2	  	HMP 7.0	  	Unisys	  	9/05/02	  	8/5/03	  	10/31/2005
	 NXP90-CSS
	  	COM SW:NX SERIES BNAV2	  	HMP 7.0	  	Unisys	  	9/05/02	  	8/5/03	  	10/31/2005
	 NXP90-DB1
	  	DATAMGT:DBATOOLS—ANALY	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-DB1
	  	DATAMGT:DBATOOLS—ANALY	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-DMT
	  	DATAMGT:DMSII DM INTRPTR	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-DMT
	  	DATAMGT:DMSII DM INTRPTR	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-DDM
	  	DATAMGT:DMSII MONITOR	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-DDM
	  	DATAMGT:DMSII MONITOR	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-ERG
	  	DATAMGT:ERGO	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-ERG
	  	DATAMGT:ERGO	  	HMP 8.0	  	Unisys	  	9/15/03	  	3/3/04	  	10/31/2005
	 NXP90-HSV
	  	COM SW:HOST SERVICES	  	HMP 7.0	  	Unisys	  	9/05/02	  	8/5/03	  	10/31/2005
	 NXP90-HSV
	  	COM SW:HOST SERVICES	  	HMP 7.0	  	Unisys	  	9/05/02	  	8/5/03	  	10/31/2005
	 NXP90-DAC
	  	SEC SW:INFOGUARD ACC	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-DAC
	  	SEC SW:INFOGUARD ACC	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-SSL
	  	SEC SW:SEC SUPPORT LIBRY	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-SSL
	  	SEC SW:SEC SUPPORT LIBRY	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-C74
	  	CMPLR:COBOL ANSI 74	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-C74
	  	CMPLR:COBOL ANSI 74	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-CTD
	  	DEV AID:COBOL 74 TST/DBG	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-CTD
	  	DEV AID:COBOL 74 TST/DBG	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXU5800-62
	  	SUBSCRN:SSU NX5822-62	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXU5800-52
	  	SUBSCRN:SSU NX5822-52	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-C85
	  	CMPLR:COBOL 85	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXP90-C85
	  	CMPLR:COBOL 85	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXV90-DB1
	  	SUBSCRN:OBA TOOLS	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005
	 NXV90-DB1
	  	SUBSCRN:OBA TOOLS	  	HMP 8.0	  	Unisys	  	7/7/03	  	2/7/04	  	10/31/2005

  

 Page 3 of 6 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 3	 
	 	System Software	 
	
	
	


  

 UHS ClearPath 3rd Party Software 
  

											
	 Style

	  	 Product

	  	 Rev./Vers.

	  	 License
Holder

	  	 Last
Change
Date

	  	 Term of
License


	 B&L ASSOCIATES
	  	BLPACK	  	PROG COMPATIBILITY:05/17/03 RELEASEID=“04/18/03”	  	UHS	  	9/9/03	  	10/31/2005
	 B&L ASSOCIATES
	  	BLLIB	  	PROG COMPATIBILITY:09/25/02 (Database : Rev 5 )	  	UHS	  	7/24/03	  	10/31/2005
	 	  	BLLABEL	  	PROG COMPATIBILITY:09/25/02 (REV 5)	  	UHS	  	7/24/03	  	10/31/2005
	 B&L ASSOCIATES
	  	BL/DIST	  	REV31 01/23/02	  	UHS	  	3/10/04	  	10/31/2005
	 B&L ASSOCIATES
	  	BLSCHED	  	04/25/2003 @ 00:12:56	  	UHS	  	4/22/03	  	10/31/2005
	 Sightline Systems
	  	VIEWPOINT	  	52.03	  	UHS	  	12/5/01	  	Perpetual
	 ATTACHMATE
	  	DATABRIDGE	  	4.1	  	UHS	  	3/20/03	  	Perpetual
	 Cypress
	  	 SPOOL
 DTEC
 FLIST
 FDUMP
 LPD PRINTING
	  	 9.0.138
 9.0.138
 2.3
 2.3
 9.0.138
	  	UHS	  	 9/17/03
 9/17/03
 1/27/04
 1/27/04
 9/17/03
	  	05/31/2004
	 OPENWARE
	  	 XGEN
 XGEN RUNTIME
	  	 2.8.032
 2.8.032
	  	UHS	  	7/24/03	  	12/31/04
	 STAHURA-BRENNER
	  	PrinT Trail	  	1.012.0055	  	UHS	  	05/07/03	  	Perpetual

  
 Unisys ClearPath 3rd
Party Software 
  

											
	 Style

	  	 Product

	  	 Rev./Vers.

	  	License
Holder

	  	Last
Change
Date

	  	Term of
License


	 STAHURA- BRENNER
	  	CCF	  	435B	  	Unisys	  	11/22/03	  	Perpetual

  

 Page 4 of 6 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 3	 
	 	System Software	 
	


  

 Unisys ClearPath Libra Proprietary Software 
 (DEVELOPMENT, TEST & DR in Salt Lake) 
  

													
	 Style

	  	 Product

	  	Rev./Vers.

	  	License
Holder

	  	Install
Date

	  	Last
Change
Date

	  	Term of
License


	 CSL101851-8
	  	Image Enabler 1 Dom 40/972	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 CSL101851-8
	  	Image Enabler 1 Dom 40/972	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 CSS10185-CD1
	  	IOE Companion Pkg - DD	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 CS10-END
	  	IOE Encryption Opt US	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 ECH10-CH
	  	Call Home Service CS MCP	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 SDK101808-39
	  	SDK Libra 180 195/4739 MCP8	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 SDU10180-39
	  	SSUScrn SDK Libra 180 195/4739	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2005
	 SDK101808-29
	  	SDK Libra 180 145/3524 MCP8	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 SDU10180-29
	  	SSUScrn SDK Libra 180 145/3524	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2005
	 SDL101851-29
	  	SDK Enabler 1 Dom 145/3524	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 SDL101851-39
	  	SDK Enabler 1 Dom 195/4739	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2006
	 CERxxx
	  	Disaster Recovery ALC 40 - 725	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2005
	 CERxxx
	  	Disaster Recovery ALC 40 - 725	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2005
	 CERxxx
	  	Disaster Recovery ALC 145 - 725	  	HMP 8.0	  	Unisys	  	 	  	 	  	03/31/2005

  

 Page 5 of 6 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 3	 
	 	System Software	 
	


  

 Non-Mainframe System Software 
  
 UNIX 3rd Party Software 
  

											
	 Style

	  	 Product

	  	Rev./Vers.

	  	License Holder

	  	Last
Change
Date

	  	Term of
License


	 5771-SUB
	  	 AIX Software Subscription/Version Protection
	  	 	  	Holder determined by
hardware owner. See
Exhibit 6.	  	N/A	  	Perpetual
	 TSM Client
	  	 TSM agents
	  	4.2, 4.3, 5.1, 5.2, 5.8,
B11.11	  	Covered under
separate ASRs.	  	N/A	  	Perpetual

  

 Page 6 of 6 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 4	 
	 	Transition/Migration Plan	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 4A	 
	 	Transition/Migration Project Plan	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	  
 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 5	 
	 	Performance Credits	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 









					
	 	 	Information Technology Services Agreement	 	 
	 	 	Exhibit 6	 	 
	 	 	Machines	 	 

  

															
	 platform

	  	 name

	  	 alias

	  	 location

	  	 style

	  	 serialnumber

	  	 owner

	    	 description


	Eagan Service Center Mainframe Hardware
								
	 A Series
	  	UHA1	  	UHSTEST1	  	3G05C07	  	NX5822-52	  	491215489	  	Unisys	    	UHG Test1
	 A Series
	  	UHA2	  	UHSTEST2	  	3G04F15	  	A11-422	  	408717890	  	Unisys	    	N/A - not in use
	 A Series
	  	UHAA	  	MNA17A	  	3G06C10	  	NX6824-PL10	  	491361531	  	Unisys	    	DRGBL, DRDELTA, DRHALO, DRARCDELTADB, DRARCHALODB
	 A Series
	  	UHAB	  	MNA17B	  	3G05F07	  	NX5822-53	  	491215356	  	Unisys	    	UHS test and development mainframe
	 A Series
	  	UHAC	  	GVPRODC	  	3F05L07	  	NX5822-76K	  	491212247	  	Unisys	    	DRMICA, DRARCMICADB
	 A Series
	  	UHAD	  	UHSPRODD	  	3G05L16	  	NX5822-74	  	490996162	  	Unisys	    	DRECHO, DRJAVA
	 A Series
	  	UHAE	  	UHSPRODE	  	3G05D12	  	CS7801000-D1	  	5114422543	  	Unisys	    	DRFOX, DRARFOXDB
	 A Series
	  	UHAF	  	UHSPRODF	  	3G05L10	  	NX4802-76	  	490888187	  	Unisys	    	DRALPHA, DRCHARLIE, DRARCALPHADB - not in use
	 A Series
	  	UHAG	  	UHSPRODG	  	3F05L13	  	NX4802-76	  	490959855	  	Unisys	    	DRBRAVO, DRGAMMA, DRLIMA, DRARCBRAVODB, DRARCGAMMADB - not in use
	 CNA1
	  	CNA1	  	8001	  	MNA17A	  	 	  	 	  	Unisys	    	MNA17A ClearPath Network Appliance
	 CNA1
	  	CNA2	  	8002	  	MNA17A	  	 	  	 	  	Unisys	    	MNA17A ClearPath Network Appliance
	 CNA1
	  	CNA3	  	8003	  	MNA17A	  	 	  	 	  	Unisys	    	MNA17A ClearPath Network Appliance
	 CNA1
	  	CNA4	  	8004	  	MNA17A	  	 	  	 	  	Unisys	    	MNA17A ClearPath Network Appliance
	 CNAC
	  	CNA1	  	8001	  	UHSPRODE	  	 	  	 	  	Unisys	    	UHSPRODE ClearPath Network Appliance
	 CNAC
	  	CNA2	  	8002	  	UHSPRODE	  	 	  	 	  	Unisys	    	UHSPRODE ClearPath Network Appliance
	 CNAC
	  	CNA3	  	8003	  	UHSPRODE	  	 	  	 	  	Unisys	    	UHSPRODE ClearPath Network Appliance
	 CNAC
	  	CNA4	  	8004	  	UHSPRODE	  	 	  	 	  	Unisys	    	UHSPRODE ClearPath Network Appliance
	 Disk Complex
	  	EMC02	  	 	  	3G06M09	  	EMC 5430	  	HK182501552	  	Unisys	    	UHG Prod F
	 Disk Complex
	  	EMC05	  	 	  	3G05M05	  	EMC 5430	  	HK182500392	  	Unisys	    	UHG Prod C
	 Disk Complex
	  	EMC06	  	 	  	3G07M01	  	EMC 5700	  	HK182400741	  	Unisys	    	UHG
	 Disk Complex
	  	EMC11	  	 	  	3G06G11	  	EMC 5430	  	HK182503623	  	Unisys	    	UHG Prod D/Prod G
	 Disk Complex
	  	EMC42	  	 	  	3G06M07	  	EMC 3830	  	HK183502591	  	Unisys	    	UHG MNA17A & Prod G
	 Disk Complex
	  	EMC56	  	 	  	3G06M05	  	EMC 8430	  	HK184502577	  	Unisys	    	UHG Prod E
	 Disk Complex
	  	EMC61	  	 	  	3G05G10	  	EMC 3430	  	HK182504243	  	Unisys	    	UHG MNA17B, UHS test 1
	 Tape Complex
	  	TC-115	  	 	  	3F05G12	  	STK 9310	  	004011947	  	Unisys	    	UHG Silo
	 Tape Complex
	  	TC-124	  	 	  	3F06F03	  	STK 9310	  	004011946	  	Unisys	    	UHG Silo

  

 Page 1 of 4 









					
	 	 	Information Technology Services Agreement	 	 
	 	 	Exhibit 6	 	 
	 	 	Machines	 	 

  

									
	 Salt Lake City Service Center Mainframe Hardware
  

	 A Series
	  	SLC	  	CS780121-D08	  	Unisys	  	SYS:Dual Partition, Dual Domain, 8x
	 Disk Complex
	  	SLC	  	DMX1000	  	Unisys	  	DMX HIGH PERF SBAY
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 Tape Drive
	  	SLC	  	STK9840	  	Unisys	  	StorageTek Tape Standalone Drive
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-GEC	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-FE	  	Unisys	  	ClearPath Network Appliance
	 CNA
	  	SLC	  	CNA78185-FE	  	Unisys	  	ClearPath Network Appliance

  

 Page 2 of 4 









					
	 	 	Information Technology Services Agreement	 	 
	 	 	Exhibit 6	 	 
	 	 	Machines	 	 

  

															
	Eagan Service Center Non-Mainframe Hardware
								
	 Disk Complex
	  	EMC55	  	 	  	2D08G10	  	EMC 8730	  	HK184700748	  	UHG	  	UHG Corp Peoplesoft
	 Disk Complex
	  	EMC57	  	 	  	2D09J08	  	FC4700	  	SF20004900194	  	UHG	  	UHG SEIBEL
	 Disk Complex
	  	EMC70	  	 	  	2D09F09	  	EMC FC4700	  	SF60004600680	  	UHG	  	UHG Clariion FC4700
	 Disk Complex
	  	EMC74	  	 	  	2D10M02	  	EMC CX600	  	FLZ0261000670	  	UHG	  	UHG EMC Disk
	 Disk Complex
	  	DC-128	  	 	  	 	  	 	  	 	  	 	  	UHG Jukebox
	 Disk Complex
	  	DC-129	  	 	  	 	  	 	  	 	  	 	  	UHG Jukebox
	 Disk Complex
	  	DC-130	  	 	  	 	  	 	  	 	  	 	  	UHG NetApp Filer 5 & 6
	 Unix
	  	UH001	  	 	  	2B08L06	  	IBM RS/6000	  	MS70132652250	  	Unisys	  	PeopleSoft - AP, GL, PO SN123 **DECOMMISSIONED
	 Unix
	  	UH002	  	viper	  	2B08I10	  	IBM RS/6000	  	26-56294	  	Unisys	  	AdjudiPro (DSvr) **DECOMMISSIONED
	 Unix
	  	UH003	  	tomcat	  	2B08I15	  	IBM 7013	  	26-56295	  	Unisys	  	AdjudiPro (FSvr) DECOMMISSIONED 1/28/04
	 Unix
	  	UH004	  	bhfunc6	  	2C08F11	  	IBM 7013	  	26-56108	  	Unisys	  	UBS (DSvr)-CMM **DECOMMISSIONED
	 Unix
	  	UH009	  	bhfunc5	  	2C08F10	  	IBM 7013	  	26-53569	  	Unisys	  	UBS (DSvr)-STEPS **DECOMMISSIONED
	 Unix
	  	UH010	  	bhdata5	  	2C08F06	  	IBM RS/6000	  	S70132639064	  	Unisys	  	Rep Server **DECOMMISSIONED
	 Unix
	  	UH014	  	cerebus	  	2B08I09	  	IBM 7012	  	26-87935	  	Unisys	  	FILENET
	 Unix
	  	UH015	  	cetus	  	2B08L13	  	IBM 7013	  	26-53744	  	Unisys	  	CPW (DSvr/FSvr)
	 Unix
	  	UH019	  	kazoo	  	2C08F12	  	IBM RS/6000	  	MS70132646969	  	Unisys	  	ACE, ALI, BEN, CL, CT, EC, HP, LM, PCR, PI, QAC, RTS, SCS, SIU, WEL **DECOMMISSIONED
	 Unix
	  	UH021	  	POSEIDON	  	2B08I13	  	IBM RS/6000	  	MS70132653583	  	Unisys	  	EmployerLink Dev **DECOMMISSIONED
	 Unix
	  	UH022	  	orion	  	2B08L09	  	IBM 7013	  	26-50200	  	Unisys	  	LetGen, CPW
	 Unix
	  	UH024	  	pegasus	  	2B08P07	  	IBM 7013	  	26-50254	  	Unisys	  	FileNet
	 Unix
	  	UH026	  	polaris	  	2B08I06	  	IBM 7013	  	26-50490	  	Unisys	  	Employerlink Dev, Qstar Dev
	 Unix
	  	UH029	  	lloyd	  	2C08J16	  	IBM 7015	  	26-21781	  	Unisys	  	Underwriting
	 Unix
	  	UH030	  	starfish	  	2D08C10	  	IBM 7026	  	26-1001634	  	Unisys	  	Allina/UBH
	 Unix
	  	UH039	  	 	  	2B08P14	  	IBM RS/6000	  	MS70152619277	  	Unisys	  	Help Desk Support System **DECOMMISSIONED
	 Unix
	  	UH040	  	bhdata6	  	2C08M12	  	Sun 3500	  	921H2BF2	  	Unisys	  	SyBase (DSvr) **DECOMMISSIONED
	 Unix
	  	UH041	  	bis4	  	2B08L11	  	IBM 7013	  	26-58022	  	Unisys	  	PRMS, SSS
	 Unix
	  	UH042	  	bis5	  	2B08L10	  	IBM 7013	  	26-57383	  	Unisys	  	Sales Development
	 Unix
	  	UH049	  	hydra	  	2C08J09	  	IBM 7015	  	26-23321	  	Unisys	  	CPW HA (DSvr/FSvr)
	 Unix
	  	UH050	  	Tempest	  	2C08J08	  	IBM 7015	  	26-23198	  	Unisys	  	Qstar/CPW Development Server
	 Unix
	  	UH051	  	frog	  	2C08J07	  	IBM 7015	  	26-23863	  	Unisys	  	eHealth-Internet Services
	 Unix
	  	UH052	  	bhfunc2	  	2C08F07	  	IBM 7025	  	25-1012698	  	Unisys	  	UBS (FSvr)-IntegIntake **DECOMMISSIONED
	 Unix
	  	UH053	  	bhfunc1	  	2C08F07	  	IBM 7025	  	25-1012697	  	Unisys	  	UBS (FSvr)-IRIS, UBS (FSvr)-PROVNET **DECOMMISSIONED
	 Unix
	  	UH054	  	medusa	  	2C08M08	  	IBM 7015	  	26-24236	  	Unisys	  	Letgen, Letgen Archive
	 Unix
	  	UH058	  	sybil	  	2C08M06	  	IBM 7015	  	1029840	  	Unisys	  	Evercare/PDS, ISP, URN2
	 Unix
	  	UH061	  	gemini	  	2D08C10	  	IBM 7026	  	26-1001482	  	Unisys	  	Qstar(FSvr)
	 Unix
	  	UH062	  	scorpio	  	2C08F13	  	IBM 7013	  	26-53745	  	Unisys	  	Qstar-Dev
	 Unix
	  	UH063	  	aries	  	2D08C11	  	IBM 7026	  	26-1002855	  	Unisys	  	BRIO
	 Unix
	  	UH064	  	taurus	  	2D08C11	  	IBM 7013	  	26-1002899	  	Unisys	  	APT(FSvr), SGIA (FSvr), SSS(FSvr)
	 Unix
	  	UH065	  	leo	  	2C08J10	  	IBM 7026-H50	  	10-02900	  	Unisys	  	PRMS (DSvr/FSvr)
	 Unix
	  	UH066	  	euro	  	2D08G07	  	IBM 7017	  	1092010	  	Unisys	  	PeopleSoft-FIN DECOMMISSIONED 1/7/04
	 Unix
	  	UH070	  	saber	  	2D08J06	  	IBM 7026	  	26-1003018	  	UHG	  	ClaimCheck (FSvr) DECOMMISSIONED 2/23/04
	 Unix
	  	UH071	  	griffin	  	2D08J06	  	IBM 7026	  	26-1003710	  	Unisys	  	AdjudiPro DECOMMISSIONED 2/23/04
	 Unix
	  	UH072	  	triton	  	2C08C06	  	IBM 7025	  	S7025104969	  	Unisys	  	EmployerLink
	 Unix
	  	UH074	  	irds2	  	2D08J14	  	IBM 7026-6H1	  	10-D613A	  	Unisys	  	IBM Server
	 Unix
	  	UH075	  	peso1	  	2D09F05	  	IBM 7017	  	10-C670D	  	Unisys	  	HR
	 Unix
	  	UH076	  	peso2	  	2D08M09	  	IBM 7017	  	1092924	  	Unisys	  	Future SPO Server DECOMMISSIONED 1/7/04
	 Unix
	  	UH077	  	bhfunc0	  	2C08C07	  	IBM 7013	  	26-55673	  	Unisys	  	UBH Backup/Dev
	 Unix
	  	UH080	  	eeyore	  	2D08M12	  	IBM 7025	  	1092929	  	Unisys	  	MQ
	 Unix
	  	UH081	  	idamay	  	2B08L15	  	IBM RS/6000	  	MS70251038327	  	Unisys	  	Medicare/HMO-6S, Medicare/HMO-Ernest, Medicare/HMO-MAP
	 Unix
	  	UH083	  	lightning	  	2D08M15	  	IBM 7017	  	1094655	  	Unisys	  	Eligibility/Provider, NewMedia/Health, Forums, OIF, DB, OPTUM-Nightingale, OPTUM, CARE24, Reporting, Vision, PatientID(PTID)
	 Unix
	  	UH084	  	thunder	  	2D08J16	  	IBM 7015	  	26-20920	  	Unisys	  	OPTUM dev./test
	 Unix
	  	UH085	  	phantom	  	2D09M01	  	IBM 7017	  	1094470	  	Unisys	  	AdjudiPro
	 Unix
	  	UH086	  	libra	  	2D09M03	  	IBM RS/6000	  	1095253	  	Unisys	  	QSTAR
	 Unix
	  	UH087	  	pisces	  	2D08C10	  	IBM 7026	  	26-1012264	  	Unisys	  	QSTAR
	 Unix
	  	UH088	  	magic	  	2B08L07	  	IBM 7025	  	25-1042244	  	Unisys	  	see kazoo - Allina Dev.
	 Unix
	  	UH089	  	mercury	  	2C08F15	  	IBM 7025	  	1042634	  	Unisys	  	Letgen
	 Unix
	  	UH090	  	salt	  	2C08C06	  	IBM 7025-F80	  	1041063	  	Unisys	  	DDCS Gateway (decommissioned)
	 Unix
	  	UH091	  	pepper	  	2C08F09	  	IBM 7025	  	1043224	  	Unisys	  	DDCS Gateway
	 Unix
	  	UH095	  	dorothy	  	2B08P11	  	IBM 7026	  	10-D1B3D	  	Unisys	  	MyUHC
	 Unix
	  	UH096	  	toto	  	2B08P11	  	IBM 7026	  	10-D1B4D	  	Unisys	  	MyUHC
	 Unix
	  	UH101	  	myth	  	2D08C14	  	IBM 7026	  	10-F23AD	  	Unisys	  	Alina Micro-Ops
	 Unix
	  	UH103	  	groucho	  	2D08C12	  	IBM 7025	  	10-CF2AD	  	Unisys	  	PRMS
	 Unix
	  	UH104	  	nimbus	  	2B08P10	  	IBM 7026	  	10-0210F	  	UHG	  	Resource Maintainer
	 Unix
	  	UH105	  	spock	  	2B08P15	  	IBM 7026	  	10-0B95F	  	Unisys	  	Employer Link
	 Unix
	  	UH106	  	kirk	  	2B08P15	  	IBM 7026	  	10-0B9CF	  	Unisys	  	Employer Link
	 Unix
	  	UH107	  	bass	  	2C08C16	  	IBM 7026-H70	  	10-F272D	  	Unisys	  	Consolidated Data Server
	 Unix
	  	UH108	  	virgo	  	2C08F16	  	IBM 7026	  	10-0019F	  	Unisys	  	APT-Sales
	 Unix
	  	UH109	  	astro	  	2C08J16	  	IBM 7026-H80	  	10-21194	  	UHG	  	Evercare/PDS
	 Unix
	  	UH112	  	bhobj5	  	2C08M14	  	Sun Netra 1405	  	045M2036	  	UHG	  	Object Server
	 Unix
	  	UH118	  	krona	  	2D08G12	  	IBM 7017	  	10-BF32D	  	UHG	  	PeopleSoft - FIN
	 Unix
	  	UH120	  	harry	  	2D09M08	  	IBM RS/6000	  	10-8306F	  	Unisys	  	ESPP
	 Unix
	  	UH121	  	lira	  	2D08G08	  	IBM RS/6000	  	S7026105BFDF	  	UHG	  	Finance **DECOMMISSIONED
	 Unix
	  	UH122	  	franc	  	2D08G08	  	IBM RS/6000	  	10-5BD5F	  	UHG	  	HR DECOMMISSIONED 1-7-04
	 Unix
	  	UH123	  	maki	  	2D08G14	  	IBM 7026	  	10-213BF	  	UHG	  	E-Bill/IB
	 Unix
	  	UH124	  	unagi	  	2D08G14	  	IBM 7026	  	10-2147F	  	UHG	  	E-Bill/IB
	 Unix
	  	UH125	  	wasabi	  	2D09J03	  	IBM 7026-6M1	  	10-418AF	  	UHG	  	E-Bill/IB
	 Unix
	  	UH126	  	SAKE	  	2D09J04	  	IBM 7026-6M1	  	10-424CF	  	UHG	  	E-Bill/IB
	 Unix
	  	UH127	  	BIKINI	  	2D09J03	  	IBM 7026	  	10-51F0F	  	UHG	  	E-Bill/Data Mart
	 Unix
	  	UH128	  	speedo	  	2D09F02	  	IBM 7026	  	10-51D4F	  	UHG	  	E-Bill/Data Mart
	 Unix
	  	UH129	  	hamlet	  	2D09M12	  	IBM 7017	  	10-C4A9D	  	Unisys	  	CPW

  

 Page 3 of 4 









					
	 	 	Information Technology Services Agreement	 	 
	 	 	Exhibit 6	 	 
	 	 	Machines	 	 

  

															
	 Unix
	  	UH130	  	piglet	  	2D08C08	  	IBM RS/6000	  	10-9D58F	  	Unisys	  	MQ
	 Unix
	  	UH135	  	bhfunc3	  	2D09F08	  	IBM 7026-H50	  	10-01401	  	UHG	  	RIOS
	 Unix
	  	UH136	  	bhfunc4	  	2D09F08	  	IBM 7026-H50	  	10-01396	  	UHG	  	RIOS
	 Unix
	  	UH137	  	rouble	  	2D09F05	  	IBM 7017	  	10-92930	  	Unisys	  	Essbase DECOMMISSIONED 1-7-04
	 Unix
	  	UH138	  	rupee	  	2D09F03	  	IBM 7025-F80	  	10-ABD0F	  	UHG	  	HR-DEV
	 Unix
	  	UH139	  	yen	  	2D09F03	  	IBM 7026	  	S702610ABDFF	  	UHG	  	Finance-Dev
	 Unix
	  	UH140	  	casper	  	2D09J02	  	IBM 7026	  	10-D212F	  	Unisys	  	Employer Portal
	 Unix
	  	UH141	  	wendy	  	2D09J02	  	IBM 7026	  	10-D213F	  	Unisys	  	Employer Portal
	 Unix
	  	UH142	  	DESI	  	2D09J10	  	IBM 7026	  	10-ABD8F	  	UHG	  	MQ Production Server
	 Unix
	  	UH143	  	FRED	  	2D09J10	  	IBM 7026	  	10-AC9FF	  	UHG	  	MQ Production Server
	 Unix
	  	UH144	  	LUCY	  	2D09J11	  	IBM 7026	  	10-ABD7F	  	UHG	  	MQ Production Server
	 Unix
	  	UH145	  	ETHEL	  	2D09J11	  	IBM RS/6000	  	10-ACAFF	  	UHG	  	MQ Production Server
	 Unix
	  	UH147	  	rain	  	2D08G16	  	IBM 7026	  	10-D745F	  	UHG	  	E-Bill/MMR
	 Unix
	  	UH148	  	WEBSTER	  	2D08C07	  	IBM 7026	  	10-AC3DF	  	UHG	  	WebSphere
	 Unix
	  	UH149	  	snickers	  	2D09J09	  	IBM 7026-6M1	  	10-F12CF	  	UHG	  	Siebel Sales
	 Unix
	  	UH150	  	SMOKE	  	2C08C16	  	IBM 7026	  	10-B1FDF	  	UHG	  	AutoSys
	 Unix
	  	UH152	  	skittles	  	2D09J09	  	IBM 7026	  	10-F6D9F	  	UHG	  	Siebel Sales
	 Unix
	  	UH153	  	GORF	  	2B08P14	  	IBM RS/6000	  	26-18920	  	Unisys	  	Employee Services - DECOMMISSIONED 2/5/04
	 Unix
	  	UH154	  	SLEET	  	2D09J03	  	IBM 7026	  	10-212FF	  	UHG	  	E-Bill Production Server
	 Unix
	  	UH155	  	SLUSH	  	2D09J04	  	IBM 7026	  	10-201DF	  	UHG	  	E-Bill Production Server
	 Unix
	  	UH156	  	SNOW	  	2D09J04	  	IBM 7026-6M1	  	10-424FF	  	UHG	  	E-Bill Production Server
	 Unix
	  	UH157	  	EBI	  	2D08C15	  	IBM 7026-6M1	  	10-424BF	  	UHG	  	E-Bill Development Server
	 Unix
	  	UH158	  	HAMACHI	  	2D08C15	  	IBM 7026-6M1	  	10-418CF	  	UHG	  	E-Bill Development Server
	 Unix
	  	UH164	  	bhdb32a	  	2C08E10	  	SUN E6800	  	211H30AA	  	UHG	  	UHG **DECOMMISSIONED
	 Unix
	  	UH166	  	TOAD	  	2D09J02	  	IBM 7028-6C1	  	10-CB79D	  	UHG	  	Employer Portal Development
	 Unix
	  	UH168	  	bhutilla	  	2C08M13	  	SUN 280R	  	221C526B	  	UHG	  	Production Server
	 Unix
	  	UH170	  	HASHIAD	  	2D08F15	  	IBM 7026-6M1	  	10-B349F	  	UHG	  	E-Bill Broker Production Server
	 Unix
	  	UH171	  	GOMAAD	  	2D08F15	  	IBM 7026-6M1	  	10-B326F	  	UHG	  	E-Bill Broker Production Server
	 Unix
	  	UH174	  	IBAGDEV1	  	2C08M07	  	IBM 7026	  	10-B626F	  	UHG	  	Development Server
	 Unix
	  	UH175	  	kodiak	  	2C08J10	  	IBM 7026	  	10-9748A	  	UHG	  	PRMS Production
	 Unix
	  	UH176	  	nightmare	  	2D09J02	  	IBM 7028-6C4	  	10-29FAA	  	UHG	  	Portal Reporting Server
	 Unix
	  	UH177	  	hail	  	2D08M10	  	7017-S7A	  	10-95298	  	UHG	  	Production Server
	 Unix
	  	UH178	  	 	  	2D09L16	  	IBM 7026-6M1	  	10-C71FA	  	UHG	  	ahab
	 Unix
	  	UH179	  	cold 1	  	2D08J11	  	IBM 7026-6M1	  	10-C56DA	  	UHG	  	UHG Server
	 Unix
	  	UH180	  	croc	  	2C08M09	  	IBM 7028-6C1	  	10-63D6A	  	UHG	  	Employment Services Server
	 Unix
	  	UH181	  	leech	  	2C08M09	  	IBM 7028-6C1	  	10-63D4A	  	UHG	  	Employer Services Server
	 Unix
	  	UH182	  	snake	  	2C08M09	  	IBM 7028-6C1	  	10-63D7A	  	UHG	  	Employer Services Server
	 Unix
	  	UH183	  	gecko	  	2C08M09	  	IBM 7028-6C1	  	10-63D5A	  	UHG	  	Employer Services Server
	 Unix
	  	UH184	  	NES-05	  	2D09F09	  	SUN V480	  	244V029B	  	UHG	  	Server
	 Unix
	  	UH185	  	NES-06	  	2D09F09	  	SUN V480	  	245V000D	  	UHG	  	Server
	 Unix
	  	UH186	  	Lucan	  	2D09F09	  	SUN V480	  	245V02FA	  	UHG	  	Server
	 Unix
	  	UH187	  	Percivale	  	2D09F09	  	SUN V480	  	245V02F7	  	UHG	  	Server
	 Unix
	  	UH188	  	 	  	2D09F10	  	HP RP7400	  	40CC0FK0VC	  	UHG	  	UHG Server
	 Unix
	  	UH189	  	 	  	2D09F11	  	IBM P660	  	10-A760A	  	UHG	  	IBM Server - Mystic
	 Unix
	  	UH190	  	rsttaprod01	  	2D10L01	  	IBM 7038-6M2	  	10-0976A	  	UHG	  	Production Server
	 Unix
	  	UH191	  	rsttaprod02	  	2D10L01	  	IBM 7038-6M2	  	10-975A	  	UHG	  	Production Server
	 Unix
	  	UH192	  	rsttatest01	  	2D10L01	  	IBM 7038-6M2	  	10-0973A	  	UHG	  	Test Server
	 Unix
	  	UH193	  	rsttadev01	  	2D10L01	  	IBM 7038-6M2	  	10-0972A	  	UHG	  	Development Server
	 Unix
	  	UH194	  	phxprappu1	  	2C09M04	  	SUN 280R	  	312AD2FA6	  	UHG	  	Server
	 Unix
	  	UH195	  	phxprappu2	  	2C09M04	  	SUN 280R	  	312AD3FB1	  	UHG	  	Server
	 Unix
	  	UH196	  	phxprdbu1	  	2C09M04	  	SUN V480	  	312V0346	  	UHG	  	Server
	 Unix
	  	UH197	  	phxtsappu1	  	2C09M04	  	SUN 280R	  	312AD10C4	  	UHG	  	Server
	 Unix
	  	UH198	  	phxtsdbu1	  	2C09M04	  	SUN V480	  	305V01D0	  	UHG	  	Server
	 Unix
	  	UH199	  	bhapp1	  	2C08M13	  	SUN V480	  	315V017C	  	UHG	  	Server
	 Unix
	  	UH200	  	bhapp2	  	2C08M13	  	SUN V480	  	315V0199	  	UHG	  	Server
	 Unix
	  	UH201	  	bhappc1	  	2C08M13	  	SUN V120	  	FF31310197	  	UHG	  	Server
	 Unix
	  	UH202	  	bhapp21	  	2D09F08	  	IBM 7028-6C4	  	10-8CDFA	  	UHG	  	Server
	 Unix
	  	UH203	  	bhapp22	  	2D09F08	  	IBM 7028-6C4	  	10-8D0CA	  	UHG	  	Server
	 Unix
	  	UH204	  	idrs3	  	2D08J14	  	IBM 7026-6H1	  	10-D612A	  	UHG	  	IBM Server
	 Unix
	  	UH205	  	bhapp23a	  	2D09F08	  	IBM 7028-6C4	  	10-AD72A	  	UHG	  	IBM Server
	 Unix
	  	UH206	  	bhapp3a	  	2C08M13	  	SUN V480	  	324V045D	  	UHG	  	Sun Server
	 Unix
	  	UH207	  	cpwtsu1	  	2C08J15	  	 	  	 	  	 	  	Server (1/21/04: H/W being replaced)
	 Unix
	  	UH208	  	cpwdvu1	  	2C08J15	  	IBM 7028-6C4	  	10-C314A	  	UHG	  	Server
	 Unix
	  	UH209	  	cpwpru1	  	2C08J15	  	IBM 7038-6M2	  	10-2649A	  	UHG	  	Server
	 Unix
	  	UH210	  	cpwpru2	  	2C08J15	  	IBM 7038-6M2	  	10-264BA	  	UHG	  	Server
	 Unix
	  	UH211	  	adjpru1	  	2C09J03	  	7028-6C4	  	10-C311A	  	UHG	  	Server
	 Unix
	  	UH212	  	adjpru2	  	2C09J03	  	7028-6C4	  	10-C312A	  	UHG	  	Server
	 Unix
	  	UH214	  	adjdvu1	  	2C09J03	  	7038-6M2	  	10-2648A	  	UHG	  	Server
	 Unix
	  	UH216	  	qstardvu1	  	2C09J04	  	7028-6C4	  	10-C310A	  	UHG	  	Server
	 Unix
	  	UH217	  	qstarpru1	  	2C09J04	  	IBM 7038-6M2	  	10-264CA	  	UHG	  	Server
	 Unix
	  	UH218	  	qstarpru2	  	2C09J04	  	IBM 7038-6M2	  	10-264AA	  	UHG	  	Server
	 Unix
	  	UH219	  	qstarpru3	  	2C09J04	  	IBM 7038-6M2	  	10-264DA	  	UHG	  	Server
	 Unix
	  	UH220	  	vtsprfxu1	  	2C08M07	  	IBM P630	  	10-66D1A	  	UHG	  	Server
	 Unix
	  	UH221	  	vtsprfxu2	  	2C08M07	  	IBM P630	  	10-66D0A	  	UHG	  	Server
	 Unix
	  	UH222	  	atlasprdbl	  	2D09J09	  	7038-6M2	  	10-3727A	  	UHG	  	Atlas Project Server
	 Unix
	  	UH223	  	corbatst	  	2C08A11	  	IBM 7028-6C4	  	10-DB43A	  	UHG	  	Server
	 Unix
	  	UH224	  	 	  	2D08G16	  	IBM 7038-6M2	  	10-8134F	  	UHG	  	Server

  

 Page 4 of 4 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 7	 
	 	Customer Satisfaction Survey	 
	


  

 2004 Contract Exhibit Note 
  
 The UHS Customer Engagement organization has assumed responsibility for Customer Satisfaction Surveys. Please refer to Exhibit 7A for
confirmation of this decision. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 7A	 
	 	Customer Satisfaction Survey - Letter	 
	


  

 

 
  
 6300 Olson
Memorial Highway 
 P O Box 1459 
 Minneapolis, MN 55440 
 Telephone: 612-797-4322 
 Fax: 612-797-4333 
 May 26, 1999 
  
 Kenneth Hales 
 Unisys Corporation 
 3199 Pilot Knob Road 
 Eagan, MN 55121 
  
 Subject: Customer Satisfaction Survey 
  
 Dear Ken, 
  
 Article 7.02 of the Agreement stipulates that Unisys will conduct periodic customer satisfaction surveys of UnitedHealth Group users of systems operated by Unisys. The UHG Customer Engagement organization has assumed
responsibility for conducting customer satisfaction surveys, including areas of performance that encompass Unisys-managed systems. Effective immediately and until further notice, UnitedHealth Group has suspended the requirement for Unisys to perform
customer satisfaction surveys. 
  
 Sincerely, 
  

			
	 Steve Yahn
	 	 Acceptance:  Ken Hales


	 Steve Yahn
	 	                         Ken Hales

	 Project Executive, UnitedHealth Group
	 	                         Account Executive, Unisys


  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 8	 
	 	Service Locations	 
	


  

 Unisys Corporation 
 3199 Pilot Knob Road 
 Eagan, MN 55121 
  
 UnitedHealth Group 
 6150 Trenton Lane North 
 Plymouth, MN 55442 
  
 UnitedHealth Group 
 9900 Bren Road 
 Minnetonka, MN 55343 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 9	 
	 	Key Employees	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 10	 
	 	UHS Competitors	 
	


  

 UHS Competitors 
  

	
	 Aetna

	 Anthem

	 Assurant

	 Blue Cross/Blue Shield Associations

	 Cigna

	 FHP

	 First Health Group Corp.

	 Foundations Health

	 Health Net

	 HealthSource

	 Humana

	 John Alden

	 Oxford

	 Pacific Care

	 Principal Mutual

	 Quintiles Transnational

	 Trigon Healthcare, Inc.

	 US HealthCare

	 Value Point

	 Wellpoint


  
 Note: UHS may amend this list
from time to time during the term by providing written notice to Unisys. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11	 
	 	Unisys Mainframe Outsourcing Rate Card	 
	


  

 The purpose of this document is to provide discussion with respect to clarifications with respect to the monthly
invoice, a Rate Adjustment, and: 
  

	 	•	The Unisys Mainframe Outsourcing Rate Card Model, Exhibit 11 A; 

  

	 	•	The Unisys Mainframe Outsourcing Fixed Payment Schedule, Exhibit 11B; and 

  

	 	•	The Unisys Rate Card Methodology, Exhibit 11C. 

  
 Rate Adjustment. 
  

	 	•	Unisys will provide UHS two * * * rate adjustments in favor of UHS. The first * * * rate adjustment will be provided in April 2006, the second in April 2007. Each rate adjustment is
contingent upon the existence of a contract for COSMOS and/or DR at April 2006 and April 2007. These installments will be received as credits on the monthly invoice. 

  
 Invoicing. 
  

	 	•	As clarification, the new COSMOS production service begins March 31, 2004. However, this agreement states that March usage at a fixed payment amount will be reflected on the April
invoice for March usage in arrears. Assuming this service continues to end of contract term, then the January 2009 invoice will reflect the usage of December 2008. 

  

	 	•	A field will be added to the monthly invoice. The field will indicate the cumulative spend to date against the committed minimum total spend. This field will reflect both the COSMOS
production service and the Disaster Recovery & Development / Test service. 

  
 General Fixed Payment Schedule. 
  
 The
parties agree to * * * (the Total Minimum Revenue Commitment) over * * * months, as defined in Exhibit 11B. When the total revenue commitment has been satisfied and the * * * months has been completed, the rate card model, defined in Exhibit 11A,
supercedes the Fixed Payment Schedule (Exhibit 11B), which becomes cancelled. 
  
 General Rate Card. 
  
 The rate card model is a means of
computing a monthly invoice from Unisys to UHS for usage of the COSMOS mainframe application. For the invoicing period of * * * through * * * of the agreement, the Fixed Payment Schedule subsumes the Rate Card Model. Nevertheless, the usage patterns
and general approaches to variable rates will be tracked in parallel during the * * * months. The usage patterns will be separately reported monthly so as to remain current with the variable rate methodology. When the total revenue commitment has
been satisfied and the * * * months has been completed, the rate card model supercedes the Fixed Payment Schedule, which becomes cancelled. The rate card model contemplates: 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 1 of 3 









	 	•	Agreed usage patterns beginning March 1, 2004 for consumed: 

  

	 	•	Computer Processing Units (CPU), expressed in hours of usage per month, as defined in Exhibit 11C; 

  

	 	•	DASD giga-bytes (gB) (billions) of characters consumed for data bases, as defined in Exhibit 11C; and 

  

	 	•	Tape mounts, as defined in Exhibit 11C; 

  

	 	•	The agreed chargeable ‘per unit’ rate for each of the categories (CPU hours, DASD, and tape mounts); 

  

	 	•	Agreed COLA provisions; 

  

	 	•	Agreed percentages of reductions each year of the agreement for each of the categories; 

  

	 	•	Agreed discount structures (Usage credits), which offer UHS additional discounts for either increased or reduced (unplanned) usage of the Unisys mainframe platform.


  
 This model has been used as the agreed format for invoicing for
several years. 
  
 Specific Rate Card. 
  

	 	•	Once the Rate Card becomes effective for billing purposes, Unisys will not invoice UHS for more than * * * CPU hours per month at any time during the Term. In addition, for the
invoicing period of * * *, Unisys will not invoice UHS for any incremental DASD or Tape Mounts. 

  

	 	•	COLA is set at * * * per year beginning in January 2005 and is applied to the then-current rates in place for usage in January 2005, 2006, 2007, and 2008. COLA is applied to CPU
hours and DASD rates, but not tape mounts. The reason is that increased technology improvements offset what would otherwise be the effect of COLA on tape mounts; 

  

	 	•	Should the actual volume consumed for CPU and DASD exceed or fall below the base volume by * * * or more for 3 consecutive months, then the new base volumes and base rates are
adjusted to the prior 3 month average. Note that the beginning base in the exhibit is: 

  

	 	•	* * * CPU hours; and 

  

	 	•	* * * DASD gB’s. 

  

	 	•	A volume discount table is in place for CPU and DASD only. The model – shown in the exhibit – follows this formula, where: 

  
 Base = 100% 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 2 of 3 








 Base – Actual Usage percentage of Base becomes the entry figure into the discount table. 

 
 So, if the actual volume is * * * of the base, the units up to * * *
receive no discount, the units between * * * and * * * receive a * * * discount, and the units between * * * and the actual volume receive a * * * discount; 
  

	 	•	* * * 

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 3 of 3 








 Information Technology Services Agreement - Exhibit 11a 
 Unisys Mainframe Outsourcing Rate Card 
 For A-Series/Clearpath Mainframe Environment 
  

													
	 	  	 	  	 For Invoices Dated on or After ...


	 Metric

	  	 	  	 Apr-04

	  	 Jan-05

	  	 Jan-06

	  	 Jan-07

	  	 Jan-08


	 CPU Hours
	  	Base Volume	  	* * *	  	Adjustments applied per item 4 below	  	 
	 	  	Base Rate	  	* * *	  	Adjustments applied based on annual reductions and item 4 below	  	 
	 	  	Base Rate Reduction	  	 	  	* * *	  	* **	  	* * *	  	* * *
					
	 DASD GB’s
	  	Base Volume	  	* * *	  	Adjustments applied per item 4 below	  	 
	 	  	Base Rate	  	* * *	  	Adjustments applied based on annual reductions and item 4 below	  	 
	 	  	Rate Reduction	  	 	  	* * *	  	* * *	  	* * *	  	* * *
							
	 Tape Mounts
	  	Base Volume	  	* * *	  	* * *	  	* * *	  	* * *	  	* * *
	 	  	Base Rate	  	* * *	  	* * *	  	* * *	  	* * *	  	* * *
	 	  	Rate Reduction	  	 	  	* * *	  	* * *	  	* * *	  	* * *
						
	 COLA - CPU and DASD only
	  	 	  	* * *	  	* * *	  	* * *	  	* * *

  

					
	 Volume Discounts - Applicable to CPU & DASD Only


	 Greater or Equal
 to Base Volume

	  	 Less Than
 Base Volume

	  	 % Discount off
 Base Rate


	 * * *
	  	* * *	  	* * *
	 * * *
	  	* * *	  	* * *
	 * * *
	  	* * *	  	* * *
	 * * *
	  	* * *	  	* * *
	 * * *
	  	* * *	  	* * *
	 * * *
	  	* * *	  	* * *
	 * * *
	  	* * *	  	* * *

  
 Additional Terms: 


	1.	Maximum billable CPU hours is * * * per month. 

  

	2.	Tape mounts are always billed at * * * per mount and are not subject to discounts or COLA. 

  

	3.	The volume discount percentages apply only to units in the range for that particular percentage. For example, if the actual volume is * * * of the base, the units up to * * *
receive no discount, the units between * * *-* * * receive a * * * discount, and the units between * * * and the actual volume receive a * * * discount. 

  

	4.	If the actual volume consumed for CPU or DASD exceeds or falls below the base volume by * * *, the base volume and base rate will be adjusted to the prior * * * average.


  

	5.	For actual consumption below the base volumes for CPU and DASD, UHG will receive a credit of * * * of the current base rate for unused units below the current base volume.


  

	6	Unisys will add a new field on the invoice to indicate the cumulative spend to date against the committed minimum total spend. 

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 








 Unisys Mainframe Outsourcing Fixed Payment Schedule 
 For A-Series/Clearpath Mainframe Environment 
 Exhibit 11B 
  

																			
	 Month

	  	Invoice
Received

	  	Production
Service

	  	DR &
Development
Service

	  	Cumulative
Spend

	  	Month

	  	Invoice
Received

	  	Production
Service

	  	DR &
Development
Service

	  	Cumulative
Spend


	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***
	 ***
	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***	  	***

  
 Added Terms 

	 	1	Following * * * months at this fixed payment schedule, production service rates revert to the rate card (Exhibit 11a). 

  

	 	2	Following satisfaction of the Cumulative Spend commitment as shown in this table, the monthly fee for the DR & Development / Test service continues at * * * per month until end
of term (or earlier as UHS desires). 

  

	 	3	Nothing in this payment schedule precludes UHS from withholding payments for disputed charges. 

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  

 The following metrics will be used for forecasting and billing consumption for ClearPath disk, processor, and media
mounts. 
  
 ClearPath Disk Billing Metrics 
  

			
	Metrics to be used	  	 1. Average gigabytes allocated (total for each system) 1
 2. Maximum gigabytes allocated any time within a month (total for
each system) 1

		
	Unit of measure	  	Gigabytes of Fault tolerant disk.
		
	How computed	  	Viewpoint will monitor disk usage by taking snapshots of the disk usage each minute. These minutely samples are automatically consolidated into summary records by Viewpoint (e.g., 15 minute,
hourly and daily records). On a monthly basis, the average disk allocated and the maximum disk allocated for each pack family at any point during that month will be reported from data in the daily summary records.
		
	What measured	  	 Concept: all non-system related disk requirements will be measured. (System related disk requirements will be computed).
  
 Specific pack families that need to be included:
 PRODUCTION SYSTEMS:
  
 •       All database families DOCTORxxxxxx
  
 •       ARCPK
  
 •       AUDIT1
  
 •       AUDIT2
  
 •       DSSPK
  
 •       LAGPK
  
 •       DBPACK
  
 •       DBPACKA on MNA17A
  
 •       CODEPACK
  
 •       PRTBKUP
  
 •       PRINTC on MNA17A
  
 •       PRINTD on MNA17A
  
 •       PRINTE on MNA17A
  
 •       FLATPACK
  
 •       LOGPACK: They use > 140 Million Sectors on MNA17A when they rerun logs back 20 days.
  
 •       OLAYPACK
  
 •       SORTPACK
  
 •       TTRAILPK
  
 •       WFMPACK




	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 1 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  


			
	 Missing Viewpoint data
	 	 In the event that Viewpoint data is missing or corrupted for any given time period (minute, 15 minute, hour, day, etc.), Unisys will average the
data from the previous good time period with the following good time period. For example, if 14 minutes of data were missing, Unisys would average the previous 15-minute sample with the next 15-minute sample to compute an average for the missing
period. If 23 hours of data were missing, the previous and next daily samples would be used to compute an average.
  
 Unisys would clearly report exactly what method and samples it used in computing metrics for any lost period.




	1-	This will be computed from the ClearPath statistic “sectors in use.” The formula to convert to Gigabytes Allocated = sectors in use * 180 / 1,000,000,000


  
 Billing Units 
  
 The billing metric will be the sum of the maximum gigabytes allocated (as defined above) for
each pack family, for each system, within each month. 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 2 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  

 ClearPath Processor Billing Metrics 
  

			
	Metric to be used	  	Total Application CPU Hours / Month / Workgroup (database) forecasted on machine that the database is running on. 1
		
	Unit of measure	  	Viewpoint will capture processor utilization statistics for the various workgroups. The utilization statistics for multi-processor A18’s need to be converted into a common metric (A18-
1x Application CPU hours) for that class of machine.2 Different processor classes (e.g., NX5800) will require a
conversion factor to produce compatible hourly projections. The Relative Performance Measure (RPM) as reported by Unisys product specifications will be used to make this conversion.
		
	How measured	  	Computed and tracked via Viewpoint CPU USER PERCENT samples
		
	When computed	  	Viewpoint will monitor processor usage by taking snapshots of the usage each minute. These minutely samples are automatically consolidated into summary records by Viewpoint (e.g., 15 minute,
hourly and daily records). The daily records will be used in computing total monthly usage.
		
	What measured	  	 A workgroup will be defined for each database.
  
 For the production machines, one total will be forecasted for each database plus one total for “OTHER.” OTHER will contain programs that aren’t easily
broken out by database even though their time may be attributable to a particular database. 3

		
	What programs are included/excluded from measurement	  	 Since UHS has several thousand programs running in production on the various machines under various user codes, and the list of programs change on
a frequent basis, an inclusive list of all programs would be unmanageable.
  
 Excluded programs are:
  
 SYSTEM/A=, A to A Routers
 SYSTEM/U=, U to A Routers
 SYSTEM/CO=, SYSTEM/COMS
 SYSTEM/CA=, SYSTEM/CANDE
 SYSTEM/CC=, Application to Appl calls
 (PROD)SYSTEM/=, A to A, U to A
 (PROD)CCF/=,-”-




	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 3 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  


			
	 Missing Viewpoint data
	  	 In the event that Viewpoint data is missing or corrupted for any given time period (minute, 15 minute, hour, day, etc.), Unisys will average the
data from the previous good time period with the following good time period. For example, if 14 minutes of data were missing, Unisys would average the previous 15-minute sample with the next 15-minute sample to compute an average for the missing
period. If 23 hours of data were missing, the previous and next daily samples would be used to compute an average.
  
 Unisys would clearly report exactly what method and samples it used in computing metrics for any lost period.



  

	1-	When available, the forecast should include a breakout by div within a database 


	2-	The formula for computing the daily Application CPU hours will be: Processor Utilization Percentage * hours/day * # of processors. For example, if a A18- 3x has a 70
% processor utilization within all billable workgroups for a day, then A18 - 1x hours = .70 * 24 * 3 = 50.4 Application CPU Hours. This conversion will be done in a VIEWPOINT expression. 


	3-	OTHER will be defined in Viewpoint as all programs not included in the database workgroups except for the programs specifically excluded from the forecast (as noted
above). 

  
 Billing Units 
  
 Total application CPU hours per month for all ClearPath machines 
  
 Machine/Resource Utilization 
  
 In general, for an on-line oriented machine, as the machine utilization approaches
saturation, technical support requirements increase exponentially. Efficient and cost effective computer operations requires executing the hardware resources at the highest level possible that doesn’t require oppressive human intervention. The
billing rates will be based on a best fit of machine utilization and technical resource utilization. 
  
 Conversion Factor 
  
 Since a variety of
processor speeds/models are in use by UHS and it is expected that new processor speeds/models will be used, a conversion must be done to convert application CPU hours on all machines to a common metric. The conversion factor is the multiplier that
will be applied to convert that machine to A18 - 1x Application CPU hours (the base metric). For example, * * * hour of * * * hours equates to * * * hours. 
  

			
	 Machine Style

	  	 Conversion Factor


	 A18 - all models
	  	* * *
	 NX5800
	  	* * *
	 NX6800-PLA
	  	* * *
	 CSL7821-D13
	  	* * *
	 CSL7821-D14
	  	* * *



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 4 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  

 Billing Reporting 
  
 Unisys and UHS have defined workgroups into which the Viewpoint data will be defined. The hours in these workgroups will be converted to a common metric
and summed monthly to provide the total Application CPU hours used. One workgroup exists for each ClearPath database plus one workgroup for all applications (“OTHER”) that don’t easily fit into a database workgroup. Unisys will
provide billing detail at the summarized workgroup level. 
  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 5 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  

 ClearPath Media Mounts Billing Metrics 
  

			
	Metric to be used	  	 Summary of TAPECOUNTS/MONTHLY/REPORT
  
 This utility looks at several pieces of data in order to come up with the “generated” number of tapes used that would be comparable to the usage of the older
style tape media.
  
 It looks at the AUDITS dataset for the previous month’s
records and does a count of those records (this number is called AUDIT_COUNT).
  
 It looks at the FILES dataset for the previous month’s records. It counts the number of BLPACKAUDIT records (this number is called BLPACK_AUDIT_COUNT).
  
 While looking at the FILES dataset, it counts the number of “old tape media”, if any (this number is called
OLDTECH_COUNT).
  
 Also while looking at the FILES dataset, it looks at each
“new tape media” record, looking up the associated record in the TAPENAME dataset based on the tape name, retrieving the “historical average sectors” value which is based on the old tape media storage size for that particular
tape name. It then divides the actual sectors read/written for this tape by the historical average sectors value, with the result being the computed number of tapes used if they had been old style tapes. This computed number for each FILES record is
summed into NEWTECH_COUNT.
  
 Using these pieces of data, the final calculation
is:
  
 (AUDIT_COUNT [true # of audit trails] – BLPACK_AUDIT_COUNT [count of
BLPACK tapes made backing up audit trails]) + OLDTECH_COUNT + NEWTECH_COUNT.

		
	Unit of measure	  	Tape mount count.
		
	How computed	  	 There is a suite of ALGOL utility programs:
 1.      (TECH)O/TAPEDB/LOG/TAPENAMES on DPOLIB
 2.      (TECH)O/TAPEDB/RECORd/AUDITS on DPOLIB
 3.      (TECH)O/TAPEDB/TAPECOUNTS/MONTHLY/REPORT on DPOLIB
 4.      (TECH)O/TAPEDB/GIGABYTES on DPOLIB


  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 6 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  


			
	 	  	 The first utility is the program that captures the data from the SUMLOG and inserts records into a DMSII database called TAPEDB. This utility uses
an MCP interface called REPORT_LOG_ENTRY. This interface allows the program to monitor various events on the NX hosts. The interface requires the specification of which SUMLOG major and minor record types to monitor. The MCP notifies this utility in
real time whenever these SUMLOG record types are logged, and then creates a FILES dataset record of TAPEDB for each tape that is read from or written to.
  
 The second utility is a program that inserts a record into the AUDITS dataset of TAPEDB for each audit trail created. This process will be explained in a later
section.
  
 The second and third utilities are run on a monthly basis to read the
data in the TAPEDB and to create two monthly reports. The MONTHLY/REPORT utility reads records from TAPEDB and creates the “generated” tape count report [The term “generated” will be defined later]. The GIGABYTE utility reads
records from TAPEDB and creates the GIGABYTE report.
  
 The following log record
is monitored by LOG/TAPENAME utility:
  
 Major type 1 (Job or task
entry)
 Minor type 6 (File close)
  
 These SUMLOG major/minor types are documented in the ClearPath SUMLOG Programming Reference Manual (form number 8600-1807)

		
	What measured	  	Prior to April 1999, a different utility was used to record tape usage. In April of 1999, the utilities mentioned above were created to track tape usage. This new methodology for monthly
billing was created due to the implementation of new tape media technology. This new technology introduced new tape media (style 9840), allowing a vastly greater amount of data to be stored on each tape – roughly 100 times more data. Since tape
billing was based on the number of tapes read from/written to, the use of the new tape media would reduce the number of tapes being used and consequently reduce our billing revenue. In order to be revenue neutral (trying to keep the monthly tape
billings consistent), the TAPECOUNTS/MONTHLY/REPORT was created to ‘generate’ a monthly number that was ‘comparable’ to the number of tapes used using the older style tape media.

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 7 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  


			
	 	  	 The DMSII database TAPEDB has several datasets defined.
  
 The first dataset is the FILES dataset. A summary of the STORE/DISCARD algorithm follows. This algorithm only determines if the SUMLOG record should be stored or
discarded. It does not determine what is stored in the various fields of the FILES dataset record (this will be discussed later).
  
 It should be noted that a dataset “TAPENAMES” is also used and is a list of tape names. Associated with each tape name is a field that indicates the tape type.
Tape types can be either:
 DMUTILITY
 BLPACK
 BLDIST
 COPYAUDIT
 OTHER (Library/maintenance, dumpall or via a program output)
  
 The program looks at the SUMLOG record and retrieves the label of the tape. It then searches
the TAPENAMES dataset for a record having that tape name. If it finds a record, it retrieves the tape type. If it doesn’t find a record, the tape type defaults to “OTHER”. The program then does a CASE on tape type:
  
 If the tape type is BLPACK or BLDIST, the record is stored in to the FILES
dataset.
  
 If the tape type is OTHER, it searches the FILES dataset for a record
with this TAPENAME and the SERIAL NUMBER of the tape. If a NOTFOUND is encountered (record has NOT been stored before), the record is STORED. If a record IS found, it updates various fields and then STORES the modified record (this prevents us from
storing any duplicate SUMLOG data regarding a specific TAPENAME/SERIALNO combination).
  
 If the tape type is DMUTILITY, the program looks at 3 fields within the SUMLOG record: READ_COUNT, WRITE_COUNT and TRANCOUNT.


  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 8 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  


			
	 	  	 If the TRAN_COUNT is zero, the record is discarded.
  
 If the TRAN_COUNT is GTR zero, AND if the READ_COUNT was GTR zero AND if this TAPENAME and SERIALNO combination was NOT in the FILES dataset, then STORE this record. If
this TAPENAME and SERIALNO combination is in the FILES dataset, we discard it.
  
 If the TRAN_COUNT was GTR zero, AND if the READ_COUNT is zero and if the WRITE_COUNT is GTR zero, we store the record.
  
 This should account for ALL cases where tape type is DMUTILITY. If not, the default is NOT to store the record.
  
 For a tape type of COPYAUDIT, the program looks at the READ_COUNT value. If it is GTR zero,
we store this record (Tape is read in via a COPYAUDIT task or via DATABRIDGE). If the READ_COUNT is zero, this implies the tape was being written to and we discard this record based on the assumption that DATABRIDGE reads ALL audit trails from a
COPYAUDIT tape and we will be storing this record when we encounter the non-zero READ_COUNT SUMLOG record.
  
 For all other tape type cases that are undefined, the record is stored.
  
 This utility and database (TAPEDB) was implemented on all UHS production hosts and also MNA17B. The utility stays running in the mix on a continuous basis and has been running since early April 1999. The purpose of
this database is to track actual tape usage AND also to track the number of sectors being stored on each tape.
  
 In the October/November, 1999 timeframe, the Unisys Internal standard method of backing up of audit trails was implemented on the UHG hosts. This method backs up the audit trails via BLPACK placing numerous audit
trails onto one tape instead of the previous method of using COPYAUDIT to put one audit trail onto one tape. Since this means much less tapes are created, a process was devised to count the number of audit trails being created. This necessitated the
creation of another dataset called AUDITS and a utility that ran out of the COPYAUDIT WFL that basically stored one record into the AUDITS dataset for each audit trail being verified by COPYAUDIT. This utility is the RECORD/AUDITS
utility.


  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 9 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 11C	 
	 	Rate Card Methodology	 
	


  


			
	 	  	When we implemented the backing up of the audit trails via BLPACK, we created a new TAPE NAME of “BLPACKAUDITS”. This allows us to track the number of tapes created by BLPACK for
the backing up of audit trails.

  


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 10 of 10 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 12	 
	 	Disaster Recovery Services	 
	


  


	1)	As part of the Base Services, Unisys will provide the Disaster Recovery Services identified in Exhibit 1. 

  

	2)	As part of the Base Services, Unisys will implement those portions of UHS’ Disaster Recovery Plan applicable to the Services. 

  

	3)	The services and functions provided by UHS’ existing Disaster Recovery Plan and the Disaster Recovery Agreement will represent the baseline scope, service level, priority,
responsiveness, performance and system configuration requirements for disaster recovery services provided by Unisys under this Agreement. 

  

	4)	Disaster declarations will be at UHS’ sole discretion and any resulting network fees are payable by UHS. If ASR 04024 is terminated for any reason, UHS will be responsible for
applicable declaration and/or usage fees related to the Base Services under this Exhibit 12. 

  

	5)	During the term, Unisys may propose to UHS that Unisys provide the disaster recovery capability and services itself or obtain them from a different vendor, providing that UHS
consents and that the scope, access, priority, service level responsiveness, performance and systems configuration requirements of such services shall not be less than those provided to UHS under its current Disaster Recovery Plan. The backup
facility and Unisys primary processing facility shall be sufficiently distant from the primary facility such that a single event would not compromise the backup facility and processing facility simultaneously. 

  

	6)	As part of the Base Services, Unisys will provide a designated Service Center representative who is knowledgeable in disaster recovery and in UHS Disaster Recovery Plan to serve as
a single point of contact for disaster recovery-related communications and activities. 

  

	7)	As part of the Base Services, Unisys, in conjunction with UHS and other applicable vendors, will participate in updating the UHS Disaster Recovery Plan on an annual basis. Prior to
completing installation of new machines or software into production in accordance with the change management processes and procedures, Unisys, will assist UHS and other applicable vendors, in updating the UHS Disaster Recovery Plan as appropriate to
reflect such items. 


	8)	As part of the Base Services, Unisys, upon the request of and cooperation with UHS will test the Disaster recovery Plan not more than twice a year. 

  

	9)	Unisys is not responsible for logical network or end user recovery. 

  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 13	 
	 	Audit Procedures	 
	


  

 UHS Internal Audit Department (IAD) or its authorized third party auditors will perform periodic audits based on a
universe of auditable areas, the results of other reviews, and management requests. These audits will be performed in a manner consistent with generally accepted auditing principles and pursuant to the terms of the Agreement. The procedures followed
will consist of, but not be limited to, the following: 
  
 Type II SAS 70 letter. 
  
 Pursuant to the terms of Article 21 of the
Agreement, Unisys will support UHS in providing the Type II SAS 70 letter. This letter will be reviewed by UHS Internal Audit Department or its authorized third party auditors as needed, in planning audits. 
  
 Annual planning. 
  
 Each year, UHS Internal Audit Department (IAD) produces its annual plan. The applicable
portion of the plan will be distributed to Unisys and UHS Project Executives. This plan, however, may be altered during the year. 
  
 Initiation of the audit. 
  
 A visit to the data center for an overview of an area may be done as part of the annual plan. This may include questionnaires, interviews, and walk-throughs. IAD will use
this information to determine the scope and objectives of the audit and the general time frame in which it will be performed. 
  
 Announcement of the audit. 
  
 Written notification will be sent to UHS IS management and Unisys indicating the scope, objectives, and timing of the audit. It may also indicate the need for specific
documentation and/or other materials. Occasionally audits/investigations may require immediate access, coordinated through appropriate Unisys personnel. All requests for audit activities will be processed using the Request for Service Process.

  
 Perform the audit. 
  
 IAD or its authorized third party auditors will visit the data center and will require
access to those individuals necessary to assist in the performance of the fieldwork and testing. During this phase IAD or its authorized third party auditors may require logical access to system software, application software, and data files
associated with them. UHS will provide the software and date file access as required by the specific audit. Physical access to the data center may also be required. 
  
 Discuss findings. 
  

All findings and recommendations will be discussed with UHS and Unisys as soon after they are determined as possible. 
  
 Responses to Recommendations. 
  
 Unisys will be responsible for providing a response addressing each audit recommendation and
an action plan for implementing the recommendation. 
  
 Issue reports. 
  
 A draft of the audit report will be issued for review
and discussion purposes. Upon completion of the process a final report will be issued to appropriate individuals at both UHS and Unisys. 
  

 Page 1 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 13	 
	 	Audit Procedures	 
	


  

 Follow up. 
  
 Each quarter, Unisys will provide a written status of all outstanding audit recommendations. IAD or its authorized third party auditors will
perform periodic follow-up audits to ensure compliance with implemented recommendations. 
  

 Page 2 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 14	 
	 	Travel Policy	 
	


  

 TRAVEL AND EXPENSE REIMBURSEMENT POLICY FOR CONTRACTORS 
  
 Unisys’ failure to comply with these policies may result in denial of reimbursement
for claimed expenses, at UHS’ option. 
  
 Expense Guidelines

  

	1.	Air Transportation 

  

	a.	All domestic business air travel will be by coach/economy class. Upgrades are allowed at Unisys’ expense as long as the lowest logical fare is utilized.



	b.	International flights in excess of 10 hours may be booked in business class. 


	c.	When making airline reservations, Unisys is required to accept flights that utilize “lowest logical fare” routing, as such term is defined and/or generally used in the
travel industry. Unisys personnel will be required to take connecting flights, direct flights or go to an alternate airport if the routing does not increase the one-way total elapsed trip time by more than two hours (e.g. 2 hours before or after
requested departure or arrival time). 


	d.	Exceptions to utilizing lowest logical fare routing must be approved by UHS in advance. 


	e.	Frequent Flyer program benefits must in no way influence flight selection. 


	f.	Unisys must make travel reservations for its personnel as soon as they are made aware of the need for travel to take advantage of lower airfares. 


	g.	E-tickets should be used whenever possible in place of pre-paid tickets to reduce costs. 


	h.	UHS does not reimburse costs of flying private aircraft. 

  

	2.	Car Rental 

  

	a.	Unisys personnel may rent a car of compact or intermediate size. Three (3) or more Unisys personnel traveling together may rent a full size vehicle. 


	b.	Car rentals should be utilized only when the cost of the rental car is more cost effective than the usage of hotel transportation, personal vehicles, airline, rail travel or taxi.



	c.	Every reasonable effort must be made to return the rental car to the original rental location (unless approved in advance for a one way rental). Cars must be returned on time to
avoid additional hourly charges (late fees begin to accrue after a 1-hour grace period), and with a full tank of gas. 


	d.	Every attempt should be made to refuel the car to avoid refueling charges imposed by the rental car company. Unless you plan to utilize an entire tank of gas and return it empty,
commitments to refuel cars at the car rental agency are not economical and should not be made. Gas purchased for the rented vehicle at a service or gasoline station is always reimbursable. 

  

	3.	Parking 

  

	a.	Parking will be reimbursed to a reasonable level. 

  

 Page 1 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 14	 
	 	Travel Policy	 
	


  


	4.	Ground Transportation 

  

	a.	Unisys personnel are expected to use the most economical ground transportation appropriate under the circumstances and should generally use the following, in this order of
desirability: 


	b.	Courtesy cars/Hotel shuttle services; 


	c.	Airport limousine or buses; and 


	d.	Taxis. 

  

	5.	Lodging 

  

	a.	Unisys personnel are expected to use the most economical lodging appropriate under the circumstances, subject to the following additional guidelines: 


	b.	All hotels must be booked through a travel agency, NOT directly with the hotel. Reservations made directly with hotels will not be reimbursed. 


	c.	Unisys will not be reimbursed for “no-show” charges. 


	d.	Frequent Guest programs may in no way influence hotel choice. 


	e.	No hotel phone calls will be reimbursed. 

  

	6.	Meals 

  

	a.	Aggregate daily individual meal expenses may not exceed $40. 


	b.	Meals will be reimbursed for actual expense. 


	c.	A receipt must be provided with the expense report. 


	d.	Tear Tabs are not, under any circumstances, acceptable meal receipts. 

  

	7.	Personal expenses incurred while traveling are not reimbursable. 

  
 Expense Report Submission 
  
 The following original documentation, at a minimum, is required for all expenditures: 
  

			
	 Expenditure

	  	 Support


	Air Transportation	  	Airline passenger ticket receipt and travel agency itinerary, if any.
	Car Rental	  	Car rental agreement, travel agency itinerary, if any, and record of charge or billing receipt.
	Lodging	  	Hotel folio, travel agency itinerary, if any, and record of charge or billing receipt.
	Meals	  	 Record of charge indicating the following information:
 •      Name and location of meal
 •      Exact amount and date of expense
 All meal costs in excess of $100 must have prior written approval.

	Taxi/local transport	  	Transportation receipts required for all single expenses of $25 or more.

  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 15	 
	 	Subcontractors	 
	


  


			
	 Vendor

	  	 User


	Burns Security	  	Facilities
	Honeywell	  	Unisys Eagan Service Center
	Hunt Electric	  	Facilities
	Iron Mountain	  	Unisys Eagan Service Center
	Quicksilver	  	Unisys Eagan Service Center
	Adecco	  	Unisys Eagan Service Center
	Anixter	  	Facilities

  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 16	 
	 	Termination Assistance Services	 
	


  

 Upon termination or expiration of the Agreement, at UHS’ option, Unisys will provide assistance in transferring
contracted operations and systems to either UHS and/or another vendor. UHS’ primary objectives for the Project Turnover task are as follows: 
  

	•	Provide for an orderly and controlled transition to either UHS or a successor of Unisys. 

  

	•	Minimize any disruption of processing and services provided to the users of UHS’ systems. 

  

	•	Retain the value of the applications systems, procedures, and operating practices developed during the relationship with Unisys, in a manner equal to that which might have been
achieved if UHS had itself performed the Services. 

  
 Should UHS
decide, at the expiration or termination of the Agreement, to develop its own data processing facilities, Unisys will be required to support the turnover of UHS’ entire system. Unisys must also provide information about the systems used by
Unisys to process UHS’ account and to enable UHS to configure and price data processing systems for running its current workload. 
  
 Should UHS decide, at the expiration or termination of the Agreement, to choose another vendor, Unisys will be required to support the turnover of UHS’s entire
system to such vendor. Unisys must also provide information about the systems used by Unisys to process UHS’s account. 
  
 The responsibility of both UHS and Unisys to protect the confidentiality of each other’s data and proprietary information will survive the termination or expiration
of the Agreement. Upon termination or expiration of the Agreement, each party will return to the other party all confidential and proprietary information and materials. 
  
 Unisys will provide, and UHS will approve, a plan for operational turnover of all software and accumulated data files, documentation, and
other related information to UHS or another vendor, in order to allow a smooth transfer of the operation. All of the above must be made available in the machine-readable format then in use by Unisys. 
  

 Page 1 of 1 










					
	 	 	Information Technology Services Agreement	 	 



	 	 	Exhibit 17	 
	

	 	Termination Charges	 
	


  


					
	 Termination on or Before

	  	Termination
Charge Per
Article 25.01

	 	Termination
Charge Per
Article 25.02


	   3/31/2004
	  	***	 	***
	   4/30/2004
	  	***	 	***
	   5/31/2004
	  	***	 	***
	   6/30/2004
	  	***	 	***
	   7/31/2004
	  	***	 	***
	   8/31/2004
	  	***	 	***
	   9/30/2004
	  	***	 	***
	 10/31/2004
	  	***	 	***
	 11/30/2004
	  	***	 	***
	 12/31/2004
	  	***	 	***
	   1/31/2005
	  	***	 	***
	   2/28/2005
	  	***	 	***
	   3/31/2005
	  	***	 	***
	   4/30/2005
	  	***	 	***
	   5/31/2005
	  	***	 	***
	   6/30/2005
	  	***	 	***
	   7/31/2005
	  	***	 	***
	   8/31/2005
	  	***	 	***
	   9/30/2005
	  	***	 	***
	 10/31/2005
	  	***	 	***
	 11/30/2005
	  	***	 	***
	 12/31/2005
	  	***	 	***
	   1/31/2006
	  	***	 	***
	   2/28/2006
	  	***	 	***

  
 Additional Terms 

  

	1.	The specific termination charge is dependent on the reason for termination, as described in articles 24 and 25, and as a result will be either per article 25.01 (as shown above) or
article 25.02 (as shown above), but not both. 

  

	2.	The termination charges shown above include payment for the last month of service. No invoice will be issued after termination; ie, termination on 9/30/2004 would result in a
termination charge of * * *. There would not be an invoice issued in October for September service. 

  

	3.	There are no termination charges applicable for termination after 2/28/2006. 



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 18	 
	 	Application Resource Request and Rates	 
	


  

 Application Resource Request Form 
  
 Utilize the UHS/Unisys Request For Service process and form. 
  
 Application Resource Rate Table 
  
 Please refer to attachment A, Application Resource Request Rate Table 
  

 Page 1 of 1 








 Attachment A 
  
 Application Resource Rate Table 
  

			
	 Description

	  	 Hourly Rate


	 Consultant 1
	  	* * *
	 Consultant 2
	  	* * *
	 Consultant 3
	  	* * *
	 Consultant 4
	  	* * *
		
	 Architect 1
	  	* * *
	 Architect 2
	  	* * *
	 Architect 3
	  	* * *
	 Technology Architect
	  	* * *
		
	 Archit’Ture Speclst 1
	  	* * *
	 Archit’Ture Speclst 2
	  	* * *
	 Archit’Ture Speclst 3
	  	* * *
	 Archit’Ture Speclst 4
	  	* * *
		
	 Consulting Engineer
	  	* * *
	 HW or SW Engineer 1
	  	* * *
	 HW or SW Engineer 2
	  	* * *
	 HW or SW Engineer 3
	  	* * *
	 HW or SW Engineer 4
	  	* * *
	 HW or SW Engineer 5
	  	* * *
	 HW or SW Engineer Mgr 1
	  	* * *
	 HW or SW Engineer Mgr 2
	  	* * *
	 Tech Services Support
	  	* * *
		
	 Systems Analyst 1
	  	* * *
	 Systems Analyst 2
	  	* * *
	 Systems Analyst 3
	  	* * *
	 Systems Analyst 4
	  	* * *
		
	 Network Design Engineer 1
	  	* * *
	 Network Design Engineer 2
	  	* * *
	 Network Design Engineer 3
	  	* * *
	 Network Design Engineer 4
	  	* * *
		
	 Programmer 1
	  	* * *
	 Programmer 2
	  	* * *
	 Programmer 3
	  	* * *
	 Programmer 4
	  	* * *



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 19	 
	 	Resource Usage Reports and Data	 
	


  

 UHS will require various reports detailing UHS’ resource usage. Resource reports will primarily focus on the
following elements: 
  

	•	CPU Time (application) 


	 	•	Prime 


	 	•	OffPeak 


	•	Mass Storage (application) 


	•	Tape Mounts (application) 

  
 Resource reports will be required with a variety of detail levels, groupings/summarizations, reporting periods and sort options. UNISYS will generate the resource usage reports and provide them to UHS in both hardcopy
and electronic formats. UHS will also be provided with access to the UNISYS reporting tool(s) for the purpose of ad-hoc report generation. 
  
 In addition to the reports, UHS will also require electronic access to the data used to generate the resource reports for input into appropriate UHS charge-back systems.

  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 20	 
	 	Form of Performance Report	 
	


  

 This exhibit provides the framework for the type and form of performance reports. The actual reports and their
respective form and content are to be agreed upon by the Parties. 
  

	1.	Daily Production Exception Reports 

  
 On a daily basis, Unisys will report on severity of problems encountered in the previous 24 hours. 
  

	 	1.1	Problem reports impacting production batch processing will include: 

  

	 	a)	the date and the duration of the problem 


	 	b)	description of the problem 


	 	c)	business function impact 


	 	d)	temporary fix or bypass 


	 	e)	permanent solution (including time and date) 


	 	f)	current status (closed permanently or awaiting permanent fix) 

  

	 	1.2	Problem reports impacting production on-line processing will include: 

  

	 	a)	the date and the duration of the problem/outage 


	 	b)	description of the problem 


	 	c)	business function impact 


	 	d)	temporary fix or bypass e) permanent solution (including time and date) 


	 	f)	current status (closed permanently or awaiting permanent fix) 

  

	2.	Monthly Service Level Reports 

  
 Service level reports will be provided to United HealthCare by the tenth workday of each month. The following reports will be provided: 
  

	 	2.1	Average response time reports by business function as defined in the SLA, and during prime versus total hours, as defined in the SLA. These will be measured weekly.


  

	 	2.2	Production availability by business function, as defined in in the SLA, and during prime versus total hours, as defined in the SLA. These will be measured weekly.


  

	 	2.4	Monthly reports of security violations will be made available to United HealthCare. These reports will include lists of unauthorized attempts to access United HealthCare data.


  

	 	2.5	Unisys will provide monthly help desk statistics that identify service levels by analysis of calls placed to the Help Desk, as well as tickets open/closed. Phone statistics will
include: total number of calls received, average speed answered, and percentage abandoned. Ticket breakdown will be as follows: open/closed by priority call, total initiated, total closed, and total open (at end of reporting cycle).


  

 Page 1 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 20	 
	 	Form of Performance Report	 
	


  


	3.	Daily Snapshots 

  

	4.	Weekly Score card 

  

	5.	RCRP (root cause remediation plan) reports as required 

  

 Page 2 of 2 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 21	 
	 	UHS Strategic Plan	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 21B	 
	 	Ongoing and Future Projects	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 22	 
	 	Procedure Documentation Outline	 
	


  

 Unisys, in cooperation with UHS, will develop necessary procedures addressing the functional areas defined below in
an agreed to format, and maintain these procedures on the UHG/Unisys extranet web site: 
  

	 	•	UHS Request Procedures 

  

	 	•	System User ID’s 

  

	 	•	Help Desk and Alert Communications 

  

	 	•	Systems Configurations 

  

	 	•	Network Information 

  

	 	•	UHS Applications Support 

  

	 	•	Disaster Recovery Procedures 

  

	 	•	Tape Library 

  

	 	•	Computer Operations 

  

	 	•	Systems Support 

  

	 	•	Product Administration 

  

	 	•	Storage Management Procedures 

  

	 	•	Unisys/ UHS Contact Lists 

  

	 	•	Security Access Procedures 

  

	 	•	Change Control 

  
 Unisys will utilize the most current version of the UHS Change Control Standards and Procedures document and the associated change control management software application for change management requirements relating to
this contract. 
  
 These procedures will be working documents and will change from
time to time as required. Unisys will maintain these documents with periodic reviews and approval by UHS. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 23	 
	 	Integrated Change Control Manual Outline	 
	


  

 2004 Contract Exhibit Note 
  
 This Exhibit has been intentionally deleted. Please refer to the UHS Change Control Manual provided on the UHS and Unisys extranet website.

  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 24	 
	 	UHS Affiliates	 
	


  

 For purposes of the Agreement, the term “Affiliate”, as it relates to UHS, shall in addition include any
and all managed care plans or other entities with whom UHS has entered into a contract for the provision of administrative or similar services, including but not limited to the following: 
  
 Allina 
  
 Medica 
  
 Principal Health Care – St. Louis 
  
 Physician’s Plus Insurance Company 
  
 PHP, Inc. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 25	 
	 	Deliverable Schedule	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 Revision History 
  
 Modifications to this document must be mutually accepted and approved by UnitedHealth Group and UNISYS. 
  

							
	 Date

	  	Revision

	  	 Description

	  	 Distributed Server
Services Acceptance


	 7/5/00
	  	3.3	  	AR:M On-Line Availability Modifications.	  	 Mark Iannaci
  
 Steve Yahn

				
	 3/01/01
	  	3.4	  	Sections 1 & 3: DRMICA database has been added to all measurements.	  	 Mark Iannaci
  
 Steve Yahn

				
	 4/01/01
	  	 	  	Section 1: A-Series changed to ClearPath.	  	 
				
	 4/25/01
	  	 	  	Section 3: All A2A & U2A selected transactions removed due to new routing process. ViewPoint replaced with Resource DB.	  	 
				
	 5/01/01
	  	 	  	Sections 1 & 3: DRINDIGO & DRPHOA databases have been removed. These databases have been merged with DRCHARLIE database.	  	 
				
	 7/01/01
	  	 	  	 Section 1: Cosmos On-line Availability has been changed from *** (effective 7/1/01).
  
 Section 2: ARE removed from metrics.
	  	 
				
	 7/12/01
	  	 	  	Section 1: MNA17B (development) availability has been removed from the SLA.	  	 
				
	 8/01/01
	  	 	  	 Section 7: Critical Batch Job goal of *** assigned.
  

Section 7.8 (SLA Expectations) added for SRQ’s and PDS job completion.
	  	 
				
	 8/31/01
	  	 	  	Section 11, 12, & 13: Macrofiche added to SLA.	  	 
				
	 10/15/01
	  	 	  	 Exhibit A: A listing of all Critical Batch jobs added to SLA.
  
 Section 7: Critical Batch Job goal of *** assigned.
	  	 
				
	 11/1/01
	  	 	  	Section 2.3: AR:M Availability modifications.	  	 
				
	 12/17/01
	  	 	  	 Exhibit A: The following jobs were removed from the Critical Jobs list by UHG:
  
 1).    XXX-AI5050,
  
 2).    All Pool Ledger
Jobs:
  
 SSS-PL-CLAIMS
 SSS-PLREV-PRELIM1
 SSS-PLREV-PRELIM2
 SSS-PLREV-FINAL
	  	 
				
	 5/24/02
	  	3.5	  	Section 7.8: PDS expectation added to document.	  	 



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 1 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


							
	 Date

	  	Revision

	  	 Description

	  	 Distributed Server
 Services Acceptance


	 6/01/02
	  	3.5	  	Section 5.6: Schedule Change Requests (SCR’s) changed from *** business days.	  	 
				
	 2/13/04
	  	3.6	  	 Exhibit A: updated to reflect new Critical jobs
  
 Section 2: Remove IBM On-line Availability
  
 Section 3.8: Change GI703 transaction goal from ***
  
 Section 4: Remove IBM CICS Transaction Response Time
  
 Section 5: Change Schedule Change Request (SCR) to Schedule Update Form (SUF)
  
 Section 5.6 & 5.8: Change SUF goal from ***
  
 Section 6.3: Add verbage for Incident Mgmt. Policy and procedure
  
 Section 6: Change Problem Resolution to Incident Management
  
 Section 6.8: Change Incident Mgmt. Goal from ***
  
 Section 7.3:Add ‘electronically’ as SRQ option. Remove ‘JOBTRACK’ from SRQ section. Add 14:00 deadline for SRQ’s
  
 Section 7.6: Change *** to *** for Regular Batch Jobs
  
 Section 7.9 Change Critical Batch Jobs Goal to reference EXHIBIT A and the ASLE.

 
 Section 15: Change owner for UHG
	  	 



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  

 Page 2 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


							
	 Date

	  	 Revision

	  	 Description

	  	 Distributed Server
Services Acceptance


	 2/17/04
	  	3.7	  	 Exhibit A Critical job list): Delete section
  
 Section 6.3: Updated Titles for UHG
  
 Section 7: Delete note regarding the SLA still being in development
  
 Section 7.3: Replace ASAP/WFL with BLSCHED. Add location of ASLE document on extranet.
  
 Section 7.8: Change expectation from ***
  
 Section 7.9: Remove statement referencing Exhibit A
  
 Section 9 (Application project tracking): Delete section
  
 Section 10 (Project tracking): Delete section
  
 Section 11 (Macrofiche Sys. Avail): Delete and move to independent Macrofiche SLA
  

Section 12 (Macrofiche App. Avail): Delete and move to independent Macrofiche SLA
  
 Section 13 (Macrofiche Response Time): Delete and move to independent Macrofiche SLA
  
 Section 14: Updated titles
  
 Section 15: Update Unisys Title
  
 Section 7.3: Added definition for PDS
  
 Section 7.8: Added verbage for expectation
	  	 
				
	 2/19/04
	  	3.8	  	 Section 6.8: Goal changed to from ***
  
 Section 3.3: Language added to reflect removal of HO626 & HO180 transactions from DRMICA
  
 Section 8.8: Change Goal to Expectation
	  	 
				
	 2/20/04
	  	4.0	  	Changes from versions 3.6 – 3.8 accepted	  	 
				
	 3/11/04
	  	4.1	  	Changes to section 4, Incident Management to include new goals	  	UHS/Unisys Contract Team



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 3 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


					
	 1.
	  	COSMOS ON-LINE AVAILABILITY	  	6
	 1.1.
	  	     PURPOSE
	  	6
	 1.2.
	  	     APPLICABILITY
	  	6
	 1.3.
	  	     DEFINITIONS
	  	6
	 1.4.
	  	     KEYWORDS
	  	7
	 1.5.
	  	     METRICS
	  	7
	 1.6.
	  	     FORMULA
	  	7
	 1.7.
	  	     REPORTING
	  	8
	 1.8.
	  	     SERVICE LEVEL GOAL
	  	8
	 1.9.
	  	     ACCOUNTABILITY
	  	8
			
	 2.
	  	COSMOS ON-LINE TRANSACTION RESPONSE TIME	  	9
	 2.1.
	  	     PURPOSE
	  	9
	 2.2.
	  	     APPLICABILITY
	  	9
	 2.3.
	  	     DEFINITIONS
	  	9
	 2.4.
	  	     KEYWORDS
	  	10
	 2.5.
	  	     METRICS
	  	10
	 2.6.
	  	     FORMULA
	  	10
	 2.7.
	  	     REPORTING
	  	10
	 2.8.
	  	     SERVICE LEVEL GOAL
	  	10
	 CRITICAL TRANSACTIONS MINUS GI703
	  	11
	 GI703 TRANSACTION
	  	11
	 2.9.
	  	     ACCOUNTABILITY
	  	11
			
	 3.
	  	SCHEDULE UPDATE FORMS	  	12
	 3.1.
	  	     PURPOSE
	  	12
	 3.2.
	  	     APPLICABILITY
	  	12
	 3.3.
	  	     DEFINITIONS
	  	12
	 3.4.
	  	     KEYWORDS
	  	12
	 3.5.
	  	     METRICS
	  	12
	 3.6.
	  	     FORMULA
	  	12
	 3.7.
	  	     REPORTING
	  	13
	 3.8.
	  	     SERVICE LEVEL GOAL
	  	13
	 % SUFs ***
	  	13
	 3.9.
	  	     ACCOUNTABILITY
	  	13
			
	 4.
	  	INCIDENT MANAGEMENT	  	14
	 4.1.
	  	     PURPOSE
	  	14
	 4.2.
	  	     SCOPE
	  	14
	 4.3.
	  	     DEFINITIONS
	  	14
	 4.4.
	  	     KEYWORDS
	  	16
	 4.5.
	  	     METRICS
	  	16
	 4.6.
	  	     FORMULA
	  	16
	 4.7.
	  	     REPORTING
	  	16
	 4.8.
	  	     SERVICE LEVEL GOAL
	  	16
	 4.9.
	  	     ACCOUNTABILITY
	  	16
			
	 5.
	  	COSMOS BATCH JOB COMPLETION	  	17
	 5.1.
	  	     PURPOSE
	  	17
	 5.2.
	  	     SCOPE
	  	17
	 5.3.
	  	     DEFINITIONS
	  	17
	 5.4.
	  	     KEYWORDS
	  	18
	 5.5.
	  	     METRICS
	  	18



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 4 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


					
	 5.6.
	  	     FORMULA
	  	18
	 5.7.
	  	     REPORTING
	  	18
	 5.8.
	  	     SERVICE LEVEL EXPECTATION
	  	19
	 5.9.
	  	     SERVICE LEVEL GOAL
	  	19
	 5.10.
	  	     ACCOUNTABILITY
	  	19
			
	 6.
	  	ASR PROCESSING	  	20
	 6.1.
	  	     PURPOSE
	  	20
	 6.2.
	  	     APPLICABILITY
	  	20
	 6.3.
	  	     DEFINITIONS
	  	20
	 6.4.
	  	     KEYWORDS
	  	20
	 6.5.
	  	     METRICS
	  	21
	 6.6.
	  	     FORMULA
	  	21
	 6.7.
	  	     REPORTING
	  	21
	 6.8.
	  	     SERVICE LEVEL EXPECTATION
	  	21
	 6.9.
	  	     ACCOUNTABILITY
	  	21
			
	 7.
	  	CONTACTS	  	22
			
	 8.
	  	CHANGE HISTORY	  	22



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 INTRODUCTION 
  
 This document states the levels of service that Unisys will provide to UnitedHealth Group. It contains mutually agreed to goals and expectations. Each of these
definitions is stated below. The mutually agreed upon Performance Reports are attached hereto as Attachment 26A. 
  
 SLA DEFINITIONS 
  
 Goal: The Service Level Goal is the level of performance Unisys will strive to meet or exceed. 
  
 Expectation: The expected level of performance. However, it is not measured or reported as part of the Service Level Agreement. 
  
 1. COSMOS ON-LINE AVAILABILITY 
  
 1.1. Purpose 
  
 The purpose is to measure and report the on-line availability of ClearPath
COSMOS databases within the Unisys Environment. The measurement will be reported to UnitedHealth Group and used to evaluate Unisys performance against the service level. 
  
 1.2. Applicability 
  
 On-line Availability for COSMOS databases. 
  
 1.3. Definitions 
  

			
	Unisys Environment	  	The hardware, software, network and operational components Unisys provides to UnitedHealth Group. This includes the mainframe systems, system software, and the UHG Network at the
ESC.
		
	On-line Database Availability	  	The database measured is available if any user can process a transaction through the UHG Network at the ESC and the database measured. This applies only to the Unisys
Environment.
		
	Network Availability	  	The UHG Network at the ESC is available for use. This includes the network that supports UHG hosts up to the AT&T Solutions presence at the ESC.
		
	Total Downtime	  	 Total Downtime is any period where On-line Database service is not Available during the Available Period. Total Downtime includes all Downtime
events within the Unisys Environment regardless of the cause of the Downtime. Unisys attributable Downtime is included in Total Downtime. Downtime due to UHG applications and procedures is included. Periods of Downtime during Scheduled Downtime are
excluded.
  
 When the Downtime is foreseeable, UHG Availability Management and
Unisys Service Delivery Management will discuss and agree on the time and duration of the Downtime prior to the activity.
  
 UHG Availability Management and Unisys Service Delivery Management will determine who every Downtime event is attributed to.

		
	Unisys Downtime	  	Unisys Downtime is any period where Unisys is responsible for On-line Database Downtime during the Available Period. Downtime due to UHG applications and procedures is not included. Downtime
events during Scheduled Downtime are not included in the Downtime metric.



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


			
	 Available Period
	  	 Production
 M-F 05:30 to 00:30 CT
 Sa-Su 05:30 to 00:30 CT

		
	 Scheduled Downtime
	  	 Maintenance- Production
  
 2nd Sa/Su from 21:00 - 05:30
 4th Sa/Su from 21:00 - 05:30
  
 Database
Reorganizations - Production
  
 3rd Sa/Su
from 21:00 - 05:30

		
	 Workload Forecasts
	  	 Unisys may be exempted from a Service Level Goal if the actual resource utilization exceeds the forecast resource utilization. Actual resource
utilization must exceed the forecast by a sufficient magnitude to jeopardize Unisys ability to meet the Service Level Goal. A Service Level Goal may only be exempted with the concurrence of UHG Service Delivery Management and the Director of UHG
Service Delivery which concurrence will not be unreasonably withheld.
  
 Unisys
may not be accountable for one individual service level due to workload growth issues but accountable for all other service levels.

		
	 Service Level Goal
	  	***

  
 1.4. Keywords 
  
 UHG, SLA, AVAILABILITY, CLEARPATH 
  
 1.5. Metrics 
  
 The following metrics will be measured on the Production host: 
  

			
	 %Total Available DRALPHA
	 	%Unisys Available DRALPHA
	 %Total Available DRBRAVO
	 	%Unisys Available DRBRAVO
	 %Total Available DRCHARLIE
	 	%Unisys Available DRCHARLIE
	 %Total Available DRDELTA
	 	%Unisys Available DRDELTA
	 %Total Available DRECHO
	 	%Unisys Available DRECHO
	 %Total Available DRFOX
	 	%Unisys Available DRFOX
	 %Total Available DRGAMMA
	 	%Unisys Available DRGAMMA
	 %Total Available DRHALO
	 	%Unisys Available DRHALO
	 %Total Available DRJAVA
	 	%Unisys Available DRJAVA
	 %Total Available DRLIMA
	 	%Unisys Available DRLIMA
	 %Total Available DRMICA
	 	%Unisys Available DRMICA
	 %Total Available Overall
	 	%Unisys Available Overall

  
 1.6. Formula 
  
 Production: 
  

					
	 % Total Available <database>
	  	=	  	 1 - (Total Downtime / (Available Period - Scheduled Downtime) * 100

	 % Unisys Available <database>
	  	=	  	 1 - (Unisys Downtime / (Available Period - Scheduled Downtime) * 100




	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 1.7. Reporting 
  
 Service level metrics will be reported weekly and monthly to UnitedHealth Group. The metrics reported are: 
  
 Production 
  

			
	 %Total Available DRALPHA
	  	 %Unisys Available DRALPHA

	 %Total Available DRBRAVO
	  	 %Unisys Available DRBRAVO

	 %Total Available DRCHARLIE
	  	 %Unisys Available DRCHARLIE

	 %Total Available DRDELTA
	  	 %Unisys Available DRDELTA

	 %Total Available DRECHO
	  	 %Unisys Available DRECHO

	 %Total Available DRFOX
	  	 %Unisys Available DRFOX

	 %Total Available DRGAMMA
	  	 %Unisys Available DRGAMMA

	 %Total Available DRHALO
	  	 %Unisys Available DRHALO

	 %Total Available DRJAVA
	  	 %Total Available DRJAVA

	 %Total Available DRLIMA
	  	 %Unisys Available DRLIMA

	 %Total Available DRMICA
	  	 %Unisys Available DRMICA

	 %Total Available Overall
	  	 %Unisys Available Overall


  
 1.8. Service Level
Goal 
  

					
	 Host

	  	 Service Level Goal

	  	 
	 Production, MNA17A
	  	%Unisys Available Overall	  	***

  
 1.9. Accountability

  
 Unisys will be accountable for the COSMOS On-line
Database Availability Service Level Goal by database on a monthly basis. 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 8 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 2. COSMOS ON-LINE TRANSACTION RESPONSE TIME 
  
 2.1. Purpose 
  
 The purpose is to measure and report the on-line internal response times for COSMOS transactions to UnitedHealth Group. The measurement will be used to
evaluate Unisys performance against the service level. 
  
 2.2.
Applicability 
  
 On-line internal response time for COSMOS
transactions during normal operations. 
  
 2.3. Definitions

  

			
	Internal Response Time	  	The elapsed time to process a measured COSMOS transaction internal to a specific ClearPath host. It starts at the time the transaction is put in the host COMS input queue and ends at the time
the transaction is put in the COMS output queue. On-line response time is internal host response time only and does not include network response time to the end user. Host to host communication is not included in Internal Response
Time.
		
	A2A Response Time	  	A2A transactions are routed through MNA17A to a back-end host. A2A Response Time measures the Internal Response Time only on the destination back-end host as defined by Internal Response
Time. The transaction time between MNA17A and the back-end host is not included in the measure.
		
	U2A Response Time	  	A UNIX host to an ClearPath host initiates U2A transactions. U2A Response Time measures the Internal Response Time only on the destination ClearPath host as defined by Internal Response Time.
The transaction time between the UNIX host and the ClearPath host is not included in the measure.
		
	Normal Operation	  	All configured hardware and software components are available and functioning properly. Unisys is responsible for on-line response time during Available Periods of Normal
Operation.
		
	Selected Transactions.	  	                 By Database
 EP400            CL601             F64
 GI301             EP701
            GI703
 HO180           HO626
           CL611
  
 As
agreed upon by UHG and Unisys the HO180 and HO626 transactions will be excluded from the DRMICA calculations.

		
	Workload Forecasts	  	 Unisys may be exempted from a Service Level Goal if the actual resource utilization exceeds the forecast resource utilization. Actual resource
utilization must exceed the forecast by a sufficient magnitude to jeopardize Unisys ability to meet the Service Level Goal. A Service Level Goal may only be exempted with the concurrence of UHG Service Delivery Management and the Director of UHG
Service Delivery which concurrence will not be unreasonably withheld.
  
 Unisys
may not be accountable for one individual service level due to workload growth issues but accountable for all other service levels.

		
	Degraded Response Time	  	UHG Availability Management and Unisys Service Delivery Management will identify whom Degraded Response Time events are attributed to. When a UHG application or procedural change degrades the
performance of a transaction, that transaction will be removed from the response time calculation.
		
	Service Level Goal	  	The Service Level Goal is the level of performance Unisys will strive to meet or exceed.



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 9 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 2.4. Keywords 
  
 UHG, SLA, COSMOS, CLEARPATH, RESPONSE TIME 
  
 2.5. Metrics 
  
 Overall response time for COSMOS databases collected and reported by Resource DB will continue. The metrics are: 
  

					
	 %All DRALPHA
	 	 %All DRBRAVO
	 	 %All DRCHARLIE

	 %All DRDELTA
	 	 %All DRECHO
	 	 %All DRFOX

	 %All DRGAMMA
	 	 %All DRHALO
	 	 %All DRJAVA

	 %All DRLIMA
	 	 %All DRMICA
	 	 

  
 The internal on-line
response time will be measured for selected transactions for each of the COSMOS databases. The metrics are: 
  

					
	 %Transactions DRALPHA
	 	 %Transactions DRBRAVO
	 	 %Transactions DRCHARLIE

	 %Transactions DRDELTA
	 	 %Transactions DRECHO
	 	 %Transactions DRFOX

	 %Transactions DRGAMMA
	 	 %Transactions DRHALO
	 	 %Transactions DRJAVA

	 %Transactions DRLIMA
	 	 %Transactions DRMICA
	 	 

  
 2.6. Formula

  
 %All <database> = As measured by Resource DB.

  
 % Transaction <database> = # Selected Transactions
<database> - GI703 transaction <database> £ Service Level Threshold / Total Transactions <database> * 100. 
  
 % Transaction <database> = GI703 transaction <database>
£ Service Level Threshold / Total Transactions <database> * 100. 
  
 2.7. Reporting 
  
 Service level metrics will be reported monthly to UnitedHealth Group. 
  
 The following metrics will be reported as the percent of COSMOS transactions that met or exceeded the threshold. The metrics
include: 
  

					
	 %All DRALPHA
	 	 %All DRBRAVO
	 	 %All DRCHARLIE

	 %All DRDELTA
	 	 %All DRECHO
	 	 %All DRFOX

	 %All DRGAMMA
	 	 %All DRHALO
	 	 %All DRJAVA

	 %All DRLIMA
	 	 %All DRMICA
	 	 

  
 The following metrics
will be reported as the percent of COSMOS transactions that met or exceeded the service level threshold. The metrics include: 
  

					
	 %Transactions DRALPHA
	 	 %Transactions DRBRAVO
	 	 %Transactions DRCHARLIE

	 %Transactions DRDELTA
	 	 %Transactions DRECHO
	 	 %Transactions DRFOX

	 %Transactions DRGAMMA
	 	 %Transactions DRHALO
	 	 %Transactions DRJAVA

	 %Transactions DRLIMA
	 	 %Transactions DRMICA
	 	 
	 %All Transactions
	 	 	 	 

  
 2.8. Service Level
Goal 
  
 All Transactions as measured by Resource DB

  
 % All Transactions *** 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 10 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 Critical Transactions minus GI703 
  
 %Transactions DRALPHA ***. 
 %Transactions DRBRAVO ***. 
 %Transactions DRCHARLIE ***. 
 %Transactions DRDELTA ***. 
 %Transactions DRECHO ***. 
 %Transactions DRFOX ***. 
 %Transactions DRGAMMA ***. 
 %Transactions DRHALO ***. 
 %Transactions DRJAVA ***. 
 %Transactions DRLIMA ***. 
 %Transactions DRMICA ***. 
 % All Transactions *** 
  
 GI703 Transaction 
  
 %Transactions DRALPHA ***. 
 %Transactions DRBRAVO ***. 
 %Transactions DRCHARLIE ***. 
 %Transactions DRDELTA ***. 
 %Transactions DRECHO ***. 
 %Transactions DRFOX ***. 
 %Transactions DRGAMMA ***. 
 %Transactions DRHALO ***. 
 %Transactions DRJAVA ***. 
 %Transactions DRLIMA ***. 
 %Transactions DRMICA *** 
  
 2.9. Accountability 
  
 Unisys is accountable for the COSMOS Internal On-line Response Time service
levels by database on a monthly basis. 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 11 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 3. SCHEDULE UPDATE FORMS 
  
 3.1. Purpose 
  
 The purpose is to measure and report the time to process a Schedule Update Form. This includes individual Schedule Update Forms and Schedule Update Form
Projects. The measurement will be used to evaluate Unisys performance against the Service Level Goal. 
  
 3.2. Applicability 
  
 Schedule Update Form Processing. 
  
 3.3. Definitions 
  

			
	Schedule Update Form (SUF)	  	Requests to add change or delete a Batch Job that is managed by the Batch Scheduler. Schedule Update Forms are submitted by UHG personnel and processed by Unisys. The request is prepared on
the Schedule Update form and is mailed or faxed to Unisys.
		
	Batch Scheduler	  	A batch scheduling utility that automatically starts and manages batch jobs according to attributes assigned to a job.
		
	Batch Job	  	A program or series of programs run under the control of a WFL program.
		
	Days to Process an SUF	  	The time to process an SUF is from the date the SUF form is received to the date SUF is complete.
		
	SUFs On Hold	  	SUFs waiting for action by the requester will not be included in the metric until work on the request can proceed.
		
	SUF Projects	  	 SUF Projects are changes to the production batch schedule that require more effort and resource than a normal SUF. These SUF’s will not be
included in the metrics. SUF Projects include:
  
 SUF forms with multiple change
requests that exceed the effort of a normal SUF.
  
 SUF’s that involve a new
program or process.
  
 Planned projects that require changes to the batch
schedule.
  
 The Manager of UHG Production Support Services will identify which
SUFs will be considered projects using the guidelines specified above.

		
	SUF Submission	  	SUFs may only be submitted by US Mail, UHG – Unisys inter-company mail, through the designated web site, or by FAX to the Eagan Service Center Production Control FAX. This to ensure SUFs
are properly received and logged for processing. Additional methods to submit SUFs may be implemented in the future. Unisys and UnitedHealth Group will mutually agree upon the submission methods.
		
	Service Level Goal	  	The Service Level Goal is the level of performance Unisys will strive to meet or exceed.

  
 3.4. Keywords

  
 SLA, SUF, SCHEDULE UPDATE FORM 
  
 3.5. Metrics 
  
 Days to process an SUF. 
  
 3.6. Formula 
  
 % SUFs = #SUFs Closed £ 8 business days / Total SUFs Closed * 100 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 12 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 3.7. Reporting 
  
 Service level metrics will be reported monthly to UnitedHealth Group. The metrics reported are the percent of Schedule
Update Forms and the percent of Schedule Change Projects that met SUF Project date. The metric includes: 
  
 % SUFs 
  
 3.8. Service Level Goal 
  
 % SUFs *** 
  
 3.9. Accountability 
  
 Unisys will be accountable for the Schedule Update Form service levels on a monthly basis. 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 13 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 4. INCIDENT MANAGEMENT 
  
 4.1. Purpose 
  
 The purpose is to measure and report the time it takes to resolve problems reported to Unisys. The measurement will be used to evaluate Unisys performance
against the service level. 
  
 4.2. Scope 
  
 Reported Incident Management. 
  
 4.3. Definitions 
  

			
	Policy and Procedure	  	Unisys and UHG agree to respect the other’s Incident Management policy and procedure.
		
	Trouble Ticket	  	The report of a problem to the ESC Helpdesk. Trouble Tickets are entered into, tracked by and reported by Remedy. Only Remedy Trouble Tickets are considered in this document. All Remedy
tickets must have a partnering Peregrine ticket at UHG.

  

							
	 Severity Level

	  	 Definition

	  	 Response
 Goal

	 	 Recovery
 Goal


	SEV 1 Severe	  	v An incident that severely impacts or has the potential to severely impact mission critical business operations, systems or components (Reference attached list) AND	  	***
***	 	***
***
***
	 	  	v Affect total system access for more than *** internal users or has high visibility to external customers.	  	 	 	 
	SEV 2 Major	  	 v An Incident that significantly impacts or has the potential to significantly impact important business operations, systems or components
(Reference attached list)
 AND
	  	***
***	 	***
***
***
	 	  	v Affects total system access for *** internal users or has moderate visibility to external customers.	  	 	 	 
	SEV 3 Moderate	  	v Incident impacts non-critical systems or components.	  	***	 	***
***



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 14 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


							
	 Severity Level

	  	 Definition

	  	 Response
 Goal

	 	 Recovery
 Goal


	 	  	v Affects total system access for less than *** internal users.	  	 	 	 
	 	  	V A hard down single desktop.	  	***	 	***
	SEV 4 Minor	  	A single client issue	  	***	 	***
***

  

					
	Resolved Trouble Ticket	  	The problem reported in the Trouble Ticket has been corrected, eliminated or otherwise appropriately addressed. Problems with planned and deferred resolutions may be closed and
moved to a project list, action list or PPR for action.
		
	Invalid Tickets	  	Tickets that are incorrectly assigned to Unisys will be closed and returned to UHG. These tickets will not be counted in the service level metric.
		
	Escalation	  	 Differences between the UHG Service Center and the Eagan Service Center Helpdesk will be addressed jointly by:
  

	 	  	 UnitedHealth Group
 Manager, Vendor Management
 Director, Vendor Management
 VP, Vendor Management
	  	 Unisys
 Manager, ESC Helpdesk
 Program Manager, Service Delivery Management

		
	Workload Forecasts	  	Unisys may be exempted from a Service Level Goal if the actual resource utilization exceeds the forecast resource utilization. Actual resource utilization must exceed the forecast
by a sufficient magnitude to jeopardize Unisys ability to meet the Service Level Goal. A Service Level Goal may only be exempted with the concurrence of UHG Service Delivery Management and the Director of UHG Service Delivery which concurrence will
not be unreasonably withheld.
		
	Ticket Volume	  	 The Incident Management SLA may be exempted for a day if the number of tickets received for a given day is *** above the daily average
for the last *** months. Tickets opened that day will be excluded from the SLA calculation for that month.
  
 The Manager of the UHG Service Center and the Manager of the ESC Helpdesk must agree the exemption is appropriate.

		
	Service Level Goal	  	***.



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 15 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 4.4. Keywords 
  
 PROBLEM, RESOLUTION, TICKET, SLA, RESPONSE 
  
 4.5. Metrics 
  
 Hours to Resolve Sev 1 Tickets 
  
 Hours to Resolve Sev 2 Tickets 
  
 Hours to Resolve Sev 3 Tickets 
  
 Hours to Resolve Sev 4 Tickets 
  
 Number of Invalid Tickets 
  
 Minutes to Respond to Sev1 Tickets 
  
 Hours to Respond to Sev2 Tickets 
  
 Hours to Respond to Sev3 Tickets 
  
 Hours to Respond to Sev4 Tickets 
  
 4.6. Formula 
  
 % Sev <x> Tickets Resolved = (# Sev <x> Tickets Resolved £ SLA Threshold, Sev <x> / Total # Sev <x> Tickets) * 100 
  
 % Sev <x> Tickets Responded = (# Sev <x> Tickets Responded £ SLA Threshold, Sev <x> / Total # Sev <x> Tickets) * 100 
  
 4.7. Reporting 
  
 Service level metrics will be reported monthly to UnitedHealth Group. The metric reported is the percent of Trouble Tickets Resolved that met or exceeded
the SLA threshold. The metrics reported are: 
  
 % Sev 1 Tickets
Resolved 
  
 % Sev 2 Tickets Resolved 
  
 % Sev 3 Tickets Resolved 
  
 % Sev 4 Tickets Resolved 
  
 Number of Invalid Tickets 
 Total Volume 
  
 % Sev 1 Tickets Responded 
  
 % Sev 2 Tickets Responded 
  
 % Sev 3 Tickets Responded 
  
 % Sev 4 Tickets Responded 
  
 4.8. Service Level Goal 
  
 % Sev 1 Tickets Resolved ***. 
  
 % Sev 2 Tickets Resolved ***. 
  
 % Sev 3 Tickets Resolved ***. 
  
 % Sev 4 Tickets Resolved ***. 
  
 % Sev 1 Tickets Responded ***. 
  
 % Sev 2 Tickets Responded ***. 
  
 % Sev 3 Tickets Responded ***. 
  
 % Sev 4 Tickets Responded ***. 
  
 4.9. Accountability 
  
 Unisys will be accountable for the service levels for Trouble Ticket response and resolution on a monthly basis. 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 16 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 5. COSMOS BATCH JOB COMPLETION 
  
 5.1. Purpose 
  
 The purpose is to measure and report Batch Job completion. The measurement will be used to evaluate Unisys performance against the service level.

  
 5.2. Scope 
  
 This service level agreement addresses the timely completion of Critical
Batch Jobs, Regular Batch Jobs, PDS Jobs and Special Run Requests. 
  
 5.3. Definitions 
  

			
	Batch Job	  	A program or series of programs run under the control of a WFL program.
		
	Scheduled Batch Job	  	Any Batch Job that is set up in and started by the Batch Scheduler Utility.
		
	Critical Batch Jobs	  	 These are specific Scheduled Batch Jobs whose prompt and proper execution is critical to UHG business. Critical Batch Jobs are explicitly
listed.
 Critical Batch Jobs are completed on time when they complete successfully on or before the Expected Complete Time.

		
	Regular Batch Jobs	  	Regular Batch Jobs include all Scheduled Batch Jobs, which are not Critical Batch Jobs, PDS Jobs or SRQs.
		
	Special Run Request (SRQ)	  	 This is an ad hoc Batch Job request submitted by an end user to run a program. The SRQ is submitted on the SRQ form by fax, mail or
electronically. The SRQ is then prepared and run by Unisys. LAGs are considered SRQs for this document. Requests via PDS or other electronic media are not measured as SRQs.
  
 The time to process an SRQ starts at 18:00 on the day the SRQ request is received at Production Scheduling and ends when the SRQ Job
successfully runs. BLSCHED will record the start and completion date and time. SRQ requests, which are received by Production Scheduling prior to 14:00 CST, will be input into the system for processing that evening.

		
	Production Delivery System (PDS)	  	 PDS Jobs are ad hoc Batch Job requests initiated on-line by end users using the PDS system. These jobs are placed in the job queue at the time of
the request and remain in the job queue until approximately 18:00 the same day.
  
 The time to process a PDS Job starts at 18:00 on the day the PDS Job is submitted and ends when the PDS Job successfully runs.

		
	Exceptions	  	The service levels identified in this agreement can be exempted for a day with the concurrence of UHG Availability Management and Unisys Service Delivery Management which concurrence will not
be unreasonably withheld. This will cause data collected for any or all of the SLA metrics to be discarded for that day. As a result, unexpected volumes of batch work can be excluded from the service level metric. This may include an unexpectedly
high number of jobs to be run or a high number of transactions to be processed, either of which will cause any or all of the service levels to not be met.
		
	Batch Schedule Day	  	A day for batch scheduling purposes starts at 0900 and ends at 0900 the following day.
		
	Batch Schedule	  	The Batch Schedule consists of the dates, times and frequencies Scheduled Batch Jobs are run. The Batch Schedule is maintained by the Batch Scheduler Utility.
		
	Batch Scheduler Utility	  	A batch scheduling utility that automatically starts and manages Batch Jobs according to attributes assigned to the Job. The Batch Scheduler Utility is the BLSCHED Manager
utility.



	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 17 of 22 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  


			
		
	Scheduled Job Start	  	The data and time the Batch Job is scheduled to start.
		
	Workload Forecasts	  	 Unisys may be exempted from a Service Level Goal if the actual resource utilization exceeds the forecast resource utilization. Actual resource
utilization must exceed the forecast by a sufficient magnitude to jeopardize Unisys ability to meet the Service Level Goal. A Service Level Goal may only be exempted with the concurrence of UHG Service Delivery Management and the Director of UHG
Service Delivery which concurrence will not be unreasonably withheld.
  
 Unisys
may not be accountable for one individual service level due to workload growth issues but accountable for all other service levels.

		
	Service Level Goal	  	The Service Level Goal is the level of performance Unisys will strive to meet or exceed.
		
	Scheduled Downtime	  	Unisys is not accountable for extended Batch Job Completion time during Scheduled Down Time. See service level agreement 1.0 COSMOS On-line Availability, Scheduled Downtime for the downtime
schedule.
		
	ASLE	  	Application Service Level Expectations document detailing the COSMOS critical and Regular batch job information by application. This list is maintained by UHG. The ASLE document is located on
the UHG/UNISYS extranet website.
		
	Service Level Expectation	  	The expected level of performance. However, it is not measured or reported as part of the Service Level of Agreement.

  
 5.4. Keywords

  
 SLA, CRITICAL BATCH JOBS, REGULAR BATCH JOBS, SRQ, PDS

  
 5.5. Metrics 
  
 Number of Critical Batch Jobs Completed 
  
 Number of Regular Batch Jobs Completed 
  
 5.6. Formula 
  
 % Critical Batch Jobs Completed = Number of Critical Batch Jobs Completed
£ Expected Complete Time / Total Number of Critical Batch Jobs * 100 
  
 % Regular Batch Jobs Completed = Number of Regular Batch Jobs Completed £ Expected Complete Time/ Total Regular Batch Jobs * 100 
  
 5.7. Reporting 
  
 Service level metrics will be reported monthly to UnitedHealth Group. The metric reported is the percent of Batch Jobs completed within the service level.
The metrics reported are: 
  
 % Critical Batch Jobs Completed

  
 % Regular Batch Jobs Completed 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 18 of 22 










					
	

	 	Information Technology Services Agreement	 	


	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 5.8 Service Level Expectation 
  
 SRQ’s completed ***. 
  
 PDS jobs completed ***. 
  
 The completion expectation time is provided the information from the end-user is accurate. 
  
 5.9 Service Level Goal 
  
 % Critical Batch Jobs Completed *** 
  
 % Regular Batch Jobs Completed *** 
  
 5.10 Accountability 
  
 Unisys will be accountable for the service levels for Critical Batch Jobs Completed on a monthly basis. 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 19 of 22 










					
	

	 	Information Technology Services Agreement	 	


	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 6 ASR PROCESSING 
  
 6.1. Purpose 
  
 The purpose is to measure and report the preparation of ASRs and Purchase Orders resulting from Requests for ASR. The measurement will be used to evaluate
Unisys performance against the Service Level Goal. 
  
 6.2.
Applicability 
  
 Request for ASR to Purchase Order process
for the procurement of hardware or software. 
  
 6.3.
Definitions 
  

			
	Request for ASR	  	Request for Additional Services. A request for service prepared by UHG and submitted to Unisys to provide additional services.
		
	ASR	  	The ASR is prepared by Unisys to communicate to UHG a solution to meet the requirement documented in the Request for ASR. This includes a summary, a description of the solution and costs. The
ASR will be presented to UHG no later than 3 workdays after receiving the Request for ASR.
		
	Approved ASR	  	UHG has approved the ASR provided by Unisys to allow Unisys to acquire resources to complete the activity or project.
		
	Purchase Order	  	The Purchase Order (PO) is the documentation for the approval to acquire materials, services and resources to implement the solution. The PO will be available to suppliers no later than 2
workdays after the ASR is approved by UHG.
		
	ASR Process	  	 UHG prepares and submits the Request for ASR to Unisys.
  

Unisys reviews the Request for ASR and develops an ASR to meet the requirements in the Request for ASR.
  
 Unisys presents the ASR to UHG.
  
 UHG reviews the ASR and approves or rejects the ASR.
  
 If the ASR is approved, Unisys will prepare and submit documentation to effect the Purchase Order.
  
 The Purchase Order is created and provided to the supplier.

		
	Request for ASR to ASR	  	The number of workdays from the day the Request for ASR is submitted to Unisys to the day the ASR is presented to UHG.
		
	Approved ASR to PO	  	The number of workdays from the day the ASR is approved by UHG to the day the Purchase Order is created and provided to the supplier.
		
	ASR and PO Additional Information	  	Unisys is not accountable for time spent to obtain additional required information from UHG to prepare the ASR or the Purchase Order.
		
	Service Level Expectation	  	The expected level of performance. However, it is not measured or reported as part of the Service Level of Agreement.

  
 6.4. Keywords

  
 SLA, ASR, Purchase Order, Request for ASR 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 20 of 22 










					
	

	 	Information Technology Services Agreement	 	


	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 6.5. Metrics 
  
 Request for ASR to ASR 
  
 Approved ASR to PO 
  
 6.6. Formula 
  
 % ASRs = The percent of ASRs delivered to UHG within 3 workdays of receiving the Request for ASR. 
  
 % POs = The percent of Purchase Orders created and provided to the supplier
within 2 workdays of UHG approval of the ASR. 
  
 6.7.
Reporting 
 Service level metrics will be reported monthly to UnitedHealth Group. The metrics reported are the percent of ASRs presented
to UHG no later than *** workdays after receiving the Request for ASR and the percent of Purchase Orders created and provided to the supplier no later than *** workdays after UHG approval of the ASR. 
  
 The metric includes: 
  
 % ASRs 
  
 % POs 
  
 Total Volume 
  
 6.8. Service Level Expectation 
  
 % ASRs ***. 
  
 % POs ***. 
  
 6.9. Accountability 
  
 Unisys will be accountable for the ASR to Proposal and Proposal to PO Service Level Goals on a monthly basis. 


	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 21 of 22 










					
	

	 	Information Technology Services Agreement	 	


	 	Exhibit 26	 
	 	Performance Standards and Service Level Agreements	 
	


  

 7. CONTACTS 
  

			
	 Unisys Contacts

	  	 UHG Contacts


	Manager, Production Control	  	Manager, Vendor Management
	Manager, Technical Services`	  	Director, Vendor Management
	Manager, Business Resumption Planning	  	Capacity Management
	Network Support Specialist	  	Quality Assurance Supervisor
	Technical Writer	  	Technical Writer

  
 8. CHANGE HISTORY 

 
 This paragraph states that should any changes be necessary during the life of this
document, both Parties jointly agree to the following process. The SLA Committee will meet once every 90—day period (or other such time as agreed upon by both Unisys and UnitedHealth Group) to oversee the performance of this agreement and to
resolve any disputes that should arise during this time period. Should the disputes remain unresolved by the end of the meeting, another meeting will be held within 10 business days for further discussion. 
  

			
	Original Signed By:
X                                      
                                        
                                        
                      Date:             
	                                       
                                 M. Iannaci, Program Manager, UNISYS
	X                                     
                                        
                                        
                       Date:             
	 J.Gasper, Director
 Strategic Partnership Relations, UnitedHealth Group




	***	Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of
1934, as amended. 

  
  

 Page 22 of 22 








 

 
  
 Information
Technology Services Agreement 
 Exhibit 26A 
 Sample Performance Report 
 U n i s y s 
 1 







 

 
  
 UnitedHealth Group
and Unisys 
 Monthly Operations Review Package 
 February, 2004 
 U n i s y s 
 2 







 

 
  
 Operations Review
Meeting Agenda 
 I. Current Operations 
 A. Data Center Server Farm B. Managed Server Farm 
 C. Network Application
Server Farm D. User Hours Lost – All Environments 
 II. Appendix 
 U n i s y s 
 3 







 

 
  
 I. Current
Operations 
 A. Data Center Server Farm 
 1. ClearPath (Cosmos) 
 a. Performance Information b. Business Segment Input
c. Utilization d. Technology Plan Summary 
 B. Managed Server Farm 
 1. Performance Information 
 2. Network Backup Consumption 
 C. Network Application Server Farm 
 1. Performance Information 
 2. Network Backup Consumption 
 D. User Hours Lost – All Environments 
 U n i s y s 
 4 







 

 
  
 ClearPath
Performance Information 
 • 28 of 29 (25 ClearPath) Service Goals met in Jan, 2004 
 • COSMOS had 99.99% availability for January, 2004 
 U n i s y s 
 5 







 

 
  
 ClearPath
Performance Information 
 · On Thursday, 1/29/04 at 1345 UHSPRODD went down with a Domain 0 Keep Alive Power Supply
failure. CE brought back the full configuration at 1405. The failed component was replace during an E Change at 02:00 on 1/30/04 (59 UHL). 
 · On Thursday, 2/12/04 at 0706 MNA17A databases Charlie, Delta, Halo began to queue. It has been determined that the queuing started at 06:59:52 and cleared at 07:32:54 when two programs, HO1200, were ds-ed with arrays. The
program dumps have been analyzed. It isn’t clear yet how the ds of the HO1200 caused the queuing to clear at 07:32:54. Analysis will continue. If the root cause cannot be determined from the data gathered, Unisys recommends that we take a
Memory Dump the next time this problem reoccurs where it is apparent that the Securitydb in addition to the Doctor databases are queuing on MNA17A. 
 U n i s y s 
 6 







 

 
  
 ClearPath
Performance Information 
 ClearPath Availability Control Chart 
 Availability LCL UCL Mean 
 U n i s y s 
 7 







 

 
  
 ClearPath
Performance Information 
 ClearPath Host Response Time Control Chart 
 Response seconds 
 Mean 
 UCL 
 LCL 
 U n i s y s 
 8 







 

 
  
 ClearPath Capacity
Utilization 
 Prime Time Utilization – MNA17A Oct. 25, 2003 move Charlie from F to A. 
 PHOA HALO GBL MCP-A DISTA-A DELTA OTHER-A CHARLIE 
 U n i s y s 
 9 







 

 
  
 ClearPath
Utilization 
 Prime Time Utilization – GVPRODC 
 DELTA LIMA MICA MCP-C DISTA-C OTHER-C 
 U n i s y s 
 10 







 

 
  
 ClearPath Capacity
Utilization 
 Prime Time Utilization – UHSPRODD 
 ECHO JAVA MCP-D DISTA-D OTHER-D 
 U n i s y s 
 11 







 

 
  
 ClearPath Capacity
Utilization 
 Prime Time Utilization – UHSPRODE 
 FOX GAMMA INDIGO MCP-E DISTA-E OTHER-E ALPHA BRAVO 
 U n i s y s 
 12 







 

 
  
 ClearPath Capacity
Utilization 
 Prime Time Utilization – All COSMOS 
 Pct UTIL 
 SYS
MIPS 
 INUSE MIPS 
 U n i s y s 
 13 







 

 
  
 ClearPath Capacity
Utilization 
 UHG PRIME SHIFT CPU UTILIZATION 
 MNA17A 
 GVPRODC 
 UHSPRODD 
 UHSPRODE 
 U n i s y s 
 14 







 

 
  
 ClearPath Capacity
Utilization 
 UHG Disk Usage (Max) 
 Actuals Through 01/04 
 MNA17A Max GVPRODC UHSPRODD Max UHSPRODE Max UHSPRODG
Max 
 U n i s y s 
 15 







 

 
  
 ClearPath
Technology Plan Summary 
 • Upgrade the NTs on UHSPRODD (Jan 25) -Completed 
 • Add CNA (ClearPath Network Appliance) to MNA17A (Jan 25) – Completed 
 • Update CIOM microcode on all hosts (Feb 14) -Completed 
 • Install incremental changes to MCP on UHSPRODD (Feb 14)—Completed 
 U n i s y s 
 16 







 

 
  
 MSF Performance
Information 
 • TSM had 100% availability for January, 2004 
 • MacroSoft had 100% availability for January, 2004 
 U n i s y s 
 17 







 

 
  
 MSF Network Backup
Consumption 
 TSM Audit Occupancy 
 Daily Backup GB 
 Archive GB 
 TOTAL GB 
 Linear (TOTAL GB) 
 U n i s y s 
 18 







 

 
  
 MSF Network Backup
Consumption 
 · Open Slots / Used Slots for Unix environment: 
 · Available Cells 1465 
 · Data and Scratch Tapes 3573 
 · Total Available Slots in Library 5038 
 · Database Size: 
 · 45.38 GB 
 · Average Number of Migrations per day (using 30 day averages): 
 · Corporate Finance—1.9 
 · Corporate HR—1.1 
 · Corporate ITS- 2.2 
 · SCS Optum—1.8 
 · SCS UBH—0.68 
 · UHC Allina—2.2 
 · UHC HCIS—5.5 
 · UHC Sales—2.1 
 · Uniprise—2.8 
 · UHC Uwriting—1.4 
 U n i s y s 
 19 







 

 
  
 NASF Performance
Information 
 Executive Outage Summary 
 Duration 
 Business Function Application Date (minutes) Description

 Cause: Traffic to the backend began queuing up and was not being passed to the backend due to the main interactive B2B

 Production transmit channel PQENB2B.TO.MQEAPD1 having an incorrect transmit queue definition. 
 B2B 1/29 42 Resolution: To stop the channel, change the transmit channel to the correct queue and restart the channel. 
 Non-Production Cause: 
 Resolution: 
 U n i s y s 
 20 







 

 
  
 NASF Performance
Information—AARP 
 January 2004 
 ITEM GOAL RESULT SLA MET 
 PRODUCTION 
 A1 LAN Availability 99.99% 100.00% YES 
 A2 SAN Availability 99.99% 100.00% YES 
 A3 Automatic notification of failed
backup 99.99% 100.00% YES 
 within 20 min of failure 
 A4.0 During Prime hours—Start of system 99.99% ** 
 file restores within 20 min of having all 
 requirements necessary to perform

 restore. 
 A4.1 During Non-Prime hours—Start of 99.99% ** 
 system file restores within 45 min of 
 having all requirements necessary to 
 perform restore. 
 A5 Mean time to repair Unisys supported 99.99% ** 
 network, tape and disk equipment 
 within 48 hours (or 2 business days) of 
 failure identification 
 NON-PRODUCTION 
 B6 None n/a n/a n/a 
 ** No items for this timeframe 
 U n i s y s 
 21 







 

 
  
 NASF Performance
Information – B2B 
 J a n u a ry 2 0 0 4 
 ITEM GOAL RESULT SLA MET 
 PRODUCTION 
 A 1 End-to-End Application Availability 99 .95% 9 9 .9 1 % NO 
 A 2 Application Availability n /a n /a n /a 
 A 3 Network Availability to Internet 99.99% 1 0 0 .0 0 % YES 
 Backbone

 A 4 Production Environment Availability 99.99% 1 0 0 .0 0 % YES 
 A 5 Intra -NASF response time bench m a rk n o to o l N /A 
 NON -PRODUCTION 
 B 1 End-to-End Application Availability 9 9 .9 5 % 1 0 0 .0
0 % YES 
 B 2 A pplication Availability n /a n /a n /a 
 B 3 Network Availability to Internet 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 Backbone 
 B 4
Non -Production Environment Availability 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 B 5 Intra -NASF response tim e b e n c h m a rk n o
to o l N /A 
 DISASTER RECOVERY 
 C 1 SRDF Data Replication 1 h o u r + 
 C 2 Recovery Time of disaste r 3 h o
u rs ** 
 INCIDENT MANAGEMENT 
 D 1 .0 Sev 1 Problem Resolution 9 9 .9 0 % 1 0 0 .0 0 % Y E S 
 D 1 .1 Sev 2
Problem Resolution 9 9 .9 0 % 1 0 0 .0 0 % Y E S 
 D 1 .2 Sev 3 Problem Resolution 9 9 .9 0 % 1 0 0 .0 0 % Y E S 

D 1 .3 Sev 4 Problem Resolution 9 9 .9 0 % 1 0 0 .0 0 % Y E S 
 D 2 Time to return Redundant Components to Service 9 9 .0 0 % ** 
 D 3 Fail-over Test Success 9 9 .0 0 % ** 
 CHANGE MANAGEMENT 
 D 4 Compliance for Unisys Scheduled Event 1 0 0 .0 0 % 1
0 0 .0 0 % Y E S 
 D 5 Unisys changes executed successfully 9 9 .0 0 % 1 0 0 .0 0 % Y E S 
 D 6 Compliance to scheduled events 1 0 0 .0 0 % 1 0 0 .0 0 % Y E S 
 D 7 .1 ASR tu rn -around in 3 business days 9 5 .0 0 % n /a 
 D 7 .2 PO tu rn -around in 2 business days 9 5 .0 0 % ** 
 SECURITY

 D 8 ID Administration with in 24 hours 9 9 .0 0 % ** 
 D 9 .0 Notification of Security Alerts—Level 1 Im m e d ia te n /a n /a 
 D 9 .1 Notification of Security Alerts—Level 2 2 4 h o u rs n /a n /a 
 D 9 .2 Notification of Security Alerts—Level 3 4 8 h o u rs n /a n /a 
 D 9 .3 Notification of Security Alerts—Level 4 O n c e a m o n th n /a n /a 
 D 9 .4 Notification of Security Alerts—Level 5 O n c e a m o n th n /a n /a 
 D 1 0 Notification of Vulnerabilities N e x t B u sin e ss D a y ** 
 ** No Items forth is time frame . 
 + This item is being monitored, however the measuring tool is being refined 
 U n i s y s

 22 







 

 
  
 NASF Performance
Information – B2C 
 January 2004 
 IT E M G O A L R E S U L T S L A M E T 
 PRODUCTION 
 A 1 End -to -End Application Availability 9 9 .9 5 % 1 0 0 .0 0 % Y E S 
 A 2 Application Availability n /a n /a n /a 
 A 3 Network Availability to In te rn e t 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 Backbone 
 A 4 Non -Production Environment Availability 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 A 5 Intra -N A S F response tim e b e n c h m a rk n o to o l N /A 
 NON -PRODUCTION 
 B 1 End -to -End Application Availability 9 9 .9 5 % 1 0 0 .0 0 % Y E S 
 B 2 Application Availability n /a n
/a n /a 
 B 3 Network Availability to Internet 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 Backbone 
 B 4
Production Environment Availability 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 B 5 Intra –NASF response tim e b e n c h m a rk n o
to o l N /A 
 DISASTER RECOVERY 
 C 1 SRDF Data Replication 1 h o u r ** 
 C 2 Recovery Time of disaste r 3 h o
u rs ** 
 INCIDENT MANAGEMENT 
 D 1 .0 Sev 1 Problem Resolution 9 9 .9 0 % 100 .00 % YES 
 D 1 .1 Sev 2
Problem Resolution 9 9 .9 0 % 100 .00 % YES 
 D 1 .2 Sev 3 Problem Resolution 9 9 .9 0 % 100 .00 % YES 
 D 1 .3 Sev 4 Problem Resolution 9 9 .9 0 % 100 .00 % YES 
 D 2 Time to return Redundant Components to Service 9 9 .0 0 % ** 
 D 3
Fail-over Test Success 9 9 .0 0 % ** 
 CHANGE MANAGEMENT 
 D 4 Compliance for Unisys Scheduled Event 1 0 0 .0 0 % 100 .00 % YES 
 D 5 Unisys changes executed successfully 9 9 .0 0 % 100 .00 % YES 
 D 6 Compliance to scheduled events 1 0 0 .0 0 % 100 .00 % YES 
 D 7 .1 A S R turn -around in 3 business days 9 5 .0 0 % n/a 
 D 7 .2 P O tu rn -around in 2 business days 9 5 .0 0 % ** 
 S E C U R IT Y

 D 8 ID Administration within 24 hours 9 9 .0 0 % ** 
 D 9 .0 Notification of Security Alerts—Leve l 1 Im m e d ia te n/a n/a 
 D 9 .1 Notification of Security Alerts—Level 2 2 4 h o u rs n/a n/a 
 D 9 .2 Notification of Security Alerts—Level 3 4 8 h o u rs n/a n/a 
 D 9 .3 Notification of Security Alerts—Level 4 O n c e a m o n th n/a n/a 
 D 9 .4 Notification of Security Alerts—Level 5 O n c e a m o n th n/a n/a 
 D 1 0 Notification of Vulnerabilities N e x t B u sin e ss ** 
 D a y 
 Unisys
** No Items forth is time frame . 
 23 







 

 
  
 NASF Performance
Information—PeopleSoft 
 January 2004 
 IT E M G O A L R E S U L T S L A M E T 
 PRODUCTION 
 A 1 E n d -to -E n d A p p lic a tio n A v a ila b ility 9 9 .9 5 % 1 0 0 .0 0 % Y E S 
 A 2 A p p lic a tio n A v a ila b ility n /a n /a n /a 
 A 3 N e tw o rk A v a ila b ility to In te rn e t 9 9 .9 9 % 1 0 0 .0 0 % Y E S 
 B a c k b o n e 
 A 4 P ro d u c tio n E n v iro n m e n t A v a ila b ility 9 9 .5 5 % 1 0 0 .0 0 % Y E S

 A 5 In tra -N A S F re s p o n s e tim e b e n c h m a rk n o to o l N /A 
 N O N -P R O D U C TIO N 
 B 1 E n d -to -E n d A p p lic a tio n A v a ilability 9 9 .5 0 % 1 0 0 .0 0 % Y E S 
 B 2 A p p lic a tio n
A v a ila b ility n /a n /a n /a 
 B 3 N e tw o rk A v a ila b ility to In ternet 9 9 .9 9 % 1 0 0 .0 0 % Y E S 

B a c k b o n e 
 B 4 N o n -P ro d u c tio n E n v iro n m e nt Availa b ility 9 9 .5 5 % 1 0 0 .0 0 % Y E S 
 B 5 In tra -N A
S F re s p o n s e tim e b e n c h m a rk n o to o l n /a 
 D IS A S T E R R E V O V ER Y 
 C 1 N o t A p p lic a b le n /a n /a n /a 
 INCIDENT MANAGEM ENT 
 D 1 .0 S e v 1 P ro b le m R e s o lu tion 9 9 .9 0 %
1 0 0 .0 0 % Y E S 
 D 1 .1 S e v 2 P ro b le m R e s o lu tio n 9 9 .9 0 % 1 0 0 .0 0 % Y E S 
 D 1 .2 S e v 3 P ro b le m R e s o lu tio n 9 9 .9 0 % 1 0 0 .0 0 % Y E S 
 D 1 .3 S e v 4 P ro b le m R e s o lu tio n 9 9 .9 0 % 1 0 0 .0 0 % Y E S 
 D 2 T im e to re tu rn R e d u n d a nt Compon e n ts 9 9 .0 0 % * * 
 to S e rv ic e 
 D 3 F a il-o v e r T e s t S u c c e s s 9 9 .0 0 % * * 
 C H A N G E M A N A G E M E N T 
 D 4 C o m p lia n c e f o r U n is y s S cheduled E v e n t 1 0 0 .0 0 % 1 0 0 .0 0 % Y E S 
 D 5 U n is y s c h a n g e s e x e c u te d succe ssfully 9 9 .0 0 % 1 0 0 .0 0 % Y E S 
 D 6 C o m p lia n c e to s c h e d u le d e v ents 1 0 0 .0 0 % 1 0 0 .0 0 % Y E S 
 D 7 .1 A S R tu rn -a ro u n d in 3 busine ss days 9 5 .0 0 % n /a 
 D 7 .2 P O tu rn -a ro u n d in 2 b u s in e s s d a y s 9 5 .0 0 % * * 
 S E C U R IT Y 
 D 8 ID A d m in is tra tio n w ith in 2 4 h o u rs 9 9 .0 0 % * * 
 D 9 .0 N o tif ic a tio n o f S e c u
rity A le rts - L e v e l 1 Im m e d ia te n /a n /a 
 D 9 .1 N o tif ic a tio n o f S e c u rity A le rts - L e v e l 2 2 4
h o u rs n /a n /a 
 D 9 .2 N o tif ic a tio n o f S e c u rity A le rts - L e v e l 3 4 8 h o u rs n /a n /a 
 D 9 .3 N o tif ic a tio n o f S e c u rity A le rts - L e v e l 4 O n c e a m o n th n /a n /a 
 D 9 .4 N o tif ic a tio n o f S e c u rity A le rts - L e v e l 5 O n c e a m o n th n /a n /a 
 D 1 0 N o tif ic a tio n o f V u ln e ra b ilitie s N e x t B u s in e s s * * 
 D a y 
 A p p
lic a tio n D e v e lo p m e n t R e q u e s ts 
 D 1 1 R e q u e s ts a c k n o w le d g e d w ith in 4 h o u rs 9 5 .0 0 %
1 0 0 .0 0 % Y E S 
 d u rin g n o rm a l b u s in e s s h o u rs 
 D 1 2 R e q u e s ts c o m p le te d c o rre c tly a n d 9 5 .0 0 % 1 0 0 .0 0 % Y E S 
 c o m p le te ly b y th e m u tu a lly a g re e d u p o n 
 d a te s w ith in 4 h o u rs d u rin g n o rm a l 
 b u s in e s s h o u rs

 D 1 3 A c k n o w le d g e m e n t to c h a n g e s th a t h a v e 1 0 0 .0 0 % 1 0 0 .0 0 % Y E S 
 b e e n c o m p le te d b a c k to d e v e lo p m e n t 
 s ta f f . 
 Unisys 
 * * N o Ite m s f o r th is tim e f ra m e . 
 24 







 

 
  
 NASF Performance
Information—Treasury 
 January 2004 
 IT EM G O AL RESULT SLA M ET 
 PRO DUCT IO N 
 A1 End-to-End Application Av ailability 99.50% 100.00% YES 
 A2 Application Av ailability n/a n/a n/a 
 A3 Network Av ailability to
Internet 99.99% 100.00% YES 
 Backbone 
 A4 Production Env ironm ent Av ailability 99.55% 100.00% YES 
 A5 Intra-NASF
response tim e benchm ark no tool n/a 
 NO N-PRO DUCT IO N 
 B1 End-to-End Application Av ailability 99.50% 100.00% YES 
 B2 Application Av ailability n/a n/a n/a 
 B3 Network Av ailability to
Internet 99.99% 100.00% YES 
 Backbone 
 B4 Non-Production Env ironm ent Availabilit 99.55% 100.00% YES 
 B5
Intra-NASF response tim e benchm ark no tool N/A 
 DISAST ER RECO VERY 
 C1 Not Applicable n/a n/a n/a 
 INCIDENT M ANAG EMENT 
 D1.0 Sev 1 Problem Resolution 99.90% 100.00% YES 
 D1.1 Sev 2 Problem Resolution 99.90% 100.00% YES 
 D1.2 Sev 3 Problem Resolution 99.90% 100.00% YES 
 D1.3 Sev 4 Problem
Resolution 99.90% 100.00% YES 
 D2 Tim e to return Redundant Components 99.00% ** 
 to Serv ice 
 D3 Fail-ov er Test Success 99.00% ** 
 CHANG E M ANAG EMENT 
 D4 Compliance for Unisys Scheduled Ev en 100.00% 100.00% YES 
 D5 Unisys changes executed successfully 99.00% 100.00% YES 
 D6 Com pliance
to scheduled events 100.00% 100.00% YES 
 D7.1 ASR turn-around in 3 business days 95.00% n/a 
 D7.2 PO turn-around in 2 business days 95.00% ** 
 SECURIT Y 
 D8 ID Adm inistration within 24 hours 99.00% ** 
 D9.0 Notification of Security Alerts - Lev el 1 Im m ediate n/a n/a 
 D9.1 Notification of Security Alerts - Lev el 2 24 hours n/a n/a 
 D9.2 Notification of Security Alerts - Lev el 3 48 hours n/a n/a 
 D9.3 Notification of Security Alerts - Lev el 4 O nce a m onth n/a n/a 
 D9.4 Notification of Security Alerts - Lev el 5 O nce a m onth n/a n/a 
 D10 Notification of Vulnerabilities Next Business ** 
 Day 
 U n i s y s ** No Item s for this tim efram e. 
 25 







 

 
  
 NASF Performance
Information – Shared Services 
 January 2004 
 IT EM G O AL R ESULT SLA M ET 
 P R O D U C T IO N 
 A 1 E nd-to-E nd A pplication A v ailability n/a n/a n/a 
 A 2 A pplication A v ailability n/a n/a n/a 
 A 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone

 A 4 P roduction E nv ironm ent A v ailability 99.99% 100.00% Y E S 
 A 5 Intra-N A S F response tim e benchm ark no tool N /A 
 N O N -P R O D U C T IO N 
 B 1 E nd-to-E nd A pplication A v ailability n/a
n/a n/a 
 B 2 A pplication A v ailability n/a n/a n/a 
 B 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone 
 B 4 N on-P roduction E nv ironm ent A v ailabilit 99.99% 100.00%
Y E S 
 B 5 Intra-N A S F response tim e benchm ark no tool N /A 
 D IS AS T E R R E C O V E R Y 
 C 1 S R D F D ata R eplication 1 hour ** 
 C 2 R ecov ery T im e of disaster 3 hours ** 

IN C ID E N T M AN AG EM EN T 
 D 1.0 S ev 1 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.1 S ev 2 P roblem R esolution 99.90%
100.00% Y E S 
 D 1.2 S ev 3 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.3 S ev 4 P roblem R esolution 99.90% 100.00% Y E S 
 D 2 T im e to return R edundant C om ponents to S erv ice 99.00% ** 
 D 3 F
ail-ov er T est S uccess 99.00% ** 
 C H AN G E M AN AG EM EN T 
 D 4 C om pliance for U nisys S cheduled E v en 100.00% 100.00% Y E S 
 D 5 U nisys changes ex ecuted successfully 99.00% 100.00% Y E S 
 D 6 C om pliance to scheduled ev ents 100.00% 100.00% Y E S 
 D 7.1 A S R turn-around in 3 business days 95.00% n/a 
 D 7.2 P O turn-around
in 2 business days 95.00% ** 
 S E C U R IT Y 
 D 8 ID A dm inistration within 24 hours 99.00% ** 
 D 9.0 N otification of S
ecurity A lerts -Lev el 1 Im m ediate n/a n/a 
 D 9.1 N otification of S ecurity A lerts -Lev el 2 24 hours n/a n/a

 D 9.2 N otification of S ecurity A lerts -Lev el 3 48 hours n/a n/a 
 D 9.3 N otification of S ecurity A lerts -Lev el 4 O nce a m onth n/a n/a 
 D 9.4 N otification of S ecurity A lerts -Lev el 5 O nce a m onth n/a n/a 
 D 10 N otification of V ulnerabilities N ex t B usiness ** 
 D ay 
 U n i s y s ** N o Item s for this tim efram e. 
 26 







 

 
  
 NASF Performance
Information—LAWW 
 January 2004 
 IT EM G O AL RESULT SLA M ET 
 PRO DUCT IO N 
 A1 End-to-End Application Availability 99.95% 100.00% YES 
 A2 Application Av ailability n/a n/a n/a 
 A3 Network Av ailability to
Internet 99.99% 100.00% YES 
 Backbone 
 A4 Production Env ironm ent Availability 99.99% 100.00% YES 
 A5 Intra-NASF
response time benchmark no tool N/A 
 NO N-PRO DUCT IO N 
 B1 End-to-End Application Availability 99.95% 100.00% YES 
 B2 Application Av ailability n/a n/a n/a 
 B3 Network Av ailability to
Internet 99.99% 100.00% YES 
 Backbone 
 B4 Non-Production Env ironm ent Av ailability 99.99% 100.00% YES 
 B5
Intra-NASF response tim e benchm ark no tool N/A 
 DISAST ER RECO VERY 
 C1 SRDF Data Replication 1 hour ** 
 C2 Recov ery Tim e of disaster 3 hours ** 
 INCIDENT M ANAG EM ENT 
 D1.0 Sev 1 Problem Resolution 99.90% 100.00% YES 
 D1.1 Sev 2 Problem Resolution 99.90% 100.00% YES 
 D1.2 Sev 3 Problem
Resolution 99.90% 100.00% YES 
 D1.3 Sev 4 Problem Resolution 99.90% 100.00% YES 
 D2 Tim e to return Redundant Com ponents to Serv ice 99.00% ** 
 D3 Fail-ov er Test Success 99.00% ** 
 CHANG E M ANAG EM ENT 
 D4 Com pliance for Unisys Scheduled Ev en 100.00% 100.00% YES 
 D5 Unisys changes executed successfully 99.00% 100.00% YES 
 D6 Com pliance to scheduled ev ents 100.00% 100.00% YES 
 D7.1 ASR
turn-around in 3 business days 95.00% n/a 
 D7.2 PO turn-around in 2 business days 95.00% ** 
 SECURITY 
 D8
ID Adm inistration within 24 hours 99.00% ** 
 D9.0 Notification of Security Alerts -Lev el 1 Im m ediate n/a n/a 

D9.1 Notification of Security Alerts -Lev el 2 24 hours n/a n/a 
 D9.2 Notification of Security Alerts -Lev el 3 48 hours n/a n/a 
 D9.3 Notification of Security Alerts -Lev el 4 O nce a m onth n/a n/a 
 D9.4 Notification of Security Alerts -Lev el 5 O nce a m onth n/a n/a 
 D10 Notification of Vulnerabilities Next Business ** 
 Day 
 U n i s y s 
 ** No Item s for this tim efram e. 
 27 







 

 
  
 NASF Performance
Information—UBH 
 Jan u ary 2004 
 IT E M G O AL R E S U L T S L A M E T 
 P R O D U C T IO N 
 A 1 E nd-to-E nd A pplication A v ailability 99.95% 100.00% Y E S 
 A 2 A pplication A v ailability n/a n/a n/a 
 A 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone

 A 4 P roduction E nv ironm ent A v ailability 99.99% 100.00% Y E S 
 A 5 Intra-N A S F response tim e benchm ark no tool N /A 
 N O N -P R O D U C T IO N 
 B 1 E nd-to-E nd A pplication A v ailability
99.95% 100.00% Y E S 
 B 2 A pplication A v ailability n/a n/a n/a 
 B 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone 
 B 4 N on-P roduction E nv ironm ent A v ailability 99.99% 100.00%
Y E S 
 B 5 Intra-N A S F response tim e benchm ark no tool N /A 
 D IS AS T E R R E C O V E R Y 
 C 1 S R D F D ata R eplication 1 hour ** 
 C 2 R ecov ery T im e of disaster 3 hours ** 

IN C ID E N T M AN AG E M E N T 
 D 1.0 S ev 1 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.1 S ev 2 P roblem R esolution 99.90%
100.00% Y E S 
 D 1.2 S ev 3 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.3 S ev 4 P roblem R esolution 99.90% 100.00% Y E S 
 D 2 T im e to return R edundant C om ponents to S erv ice 99.00% ** 
 D 3 F
ail-ov er T est S uccess 99.00% ** 
 C H AN G E M AN AG E M E N T 
 D 4 C om pliance for U nisys S cheduled E v en 100.00% 100.00% Y E S 
 D 5 U nisys changes ex ecuted successfully 99.00% 100.00% Y E S 
 D 6 C om pliance to scheduled ev ents 100.00% 100.00% Y E S 
 D 7.1 A S R turn-around in 3 business days 95.00% n/a 
 D 7.2 P O turn-around
in 2 business days 95.00% ** 
 S E C U R IT Y 
 D 8 ID A dm inistration within 24 hours 99.00% ** 
 D 9.0 N otification of S
ecurity A lerts—Lev el 1 Im m ediate n/a n/a 
 D 9.1 N otification of S ecurity A lerts—Lev el 2 24 hours n/a n/a

 D 9.2 N otification of S ecurity A lerts—Lev el 3 48 hours n/a n/a 
 D 9.3 N otification of S ecurity A lerts—Lev el 4 O nce a m onth n/a n/a 
 D 9.4 N otification of S ecurity A lerts—Lev el 5 O nce a m onth n/a n/a 
 D 10 N otification of V ulnerabilities N ex t B usiness ** 
 D ay 
 U n i s y s ** N o Item s for this tim efram e. 
 28 







 

 
  
 NASF Performance
Information—UeS 
 January 2004 
 IT EM G O AL R ESULT SLA M ET 
 PRO DUCT IO N 
 A 1 E nd-to-E nd A pplication A v ailability 99.95% 100.00% Y E S 
 A 2 A pplication A v ailability n/a n/a n/a 
 A 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone

 A 4 P roduction E nv ironm ent A v ailability 99.99% 100.00% Y E S 
 A 5 Intra-N A S F response tim e benchm ark no tool N /A 
 NO N-PRO DUCT IO N 
 B 1 E nd-to-E nd A pplication A v ailability 99.95%
100.00% Y E S 
 B 2 A pplication A v ailability n/a n/a n/a 
 B 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone 
 B 4 N on-P roduction E nv ironm ent A v ailabilit 99.99% 100.00%
Y E S 
 B 5 Intra-N A S F response tim e benchm ark no tool N /A 
 DISAST ER RECO VERY 
 C 1 S R D F D ata R eplication 1 hour ** 
 C 2 R ecov ery T im e of disaster 3 hours ** 
 INCIDENT M ANAG EM ENT 
 D 1.0 S ev 1 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.1 S ev 2 P roblem R esolution 99.90% 100.00% Y E
S 
 D 1.2 S ev 3 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.3 S ev 4 P roblem R esolution 99.90% 100.00% Y E S 
 D 2 T im e to return R edundant C om ponents 99.00% ** 
 to S erv ice

 D 3 F ail-ov er T est S uccess 99.00% ** 
 CHANG E M ANAG EM ENT 
 D 4 C om pliance for U nisys S cheduled E v en
100.00% 100.00% Y E S 
 D 5 U nisys changes executed successfully 99.00% 100.00% Y E S 
 D 6 C om pliance to scheduled ev ents 100.00% 100.00% Y E S 
 D 7.1 A S R turn-around in 3 business days 95.00% n/a 
 D 7.2 P O turn-around
in 2 business days 95.00% ** 
 SECURITY 
 D 8 ID A dm inistration within 24 hours 99.00% ** 
 D 9.0 N otification of S
ecurity A lerts -Lev el 1 Im m ediate n/a n/a 
 D 9.1 N otification of S ecurity A lerts -Lev el 2 24 hours n/a n/a

 D 9.2 lerts - N otification of S ecurity A Lev el 3 48 hours n/a n/a 
 D 9.3 N otification of S ecurity A lerts -Lev el 4 O nce a m onth n/a n/a 
 D 9.4 N otification of S ecurity A lerts -Lev el 5 O nce a m onth n/a n/a 
 D 10 N otification of V ulnerabilities N ext B usiness ** 
 D ay 
 ** No Items for this time frame. 
 U n i s y s 
 29 







 

 
  
 NASF Performance
Information—VETSS 
 Jan u ary 2004 
 IT E M G O AL R E S U L T S L A M E T 
 P R O D U C T IO N 
 A 1 E nd-to-E nd A pplication A v ailability 99.95% 100.00% Y E S 
 A 2 A pplication A v ailability n/a n/a n/a 
 A 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone

 A 4 P roduction E nv ironm ent A v ailability 99.99% 100.00% Y E S 
 A 5 Intra-N A S F response tim e benchm ark no tool N /A 
 N O N -P R O D U C T IO N 
 B 1 E nd-to-E nd A pplication A v ailability
99.95% 100.00% Y E S 
 B 2 A pplication A v ailability n/a n/a n/a 
 B 3 N etwork A v ailability to Internet 99.99% 100.00% Y E S 
 B ackbone 
 B 4 N on-P roduction E nv ironm ent A v ailabilit 99.99% 100.00%
Y E S 
 B 5 Intra-N A S F response tim e benchm ark no tool N /A 
 D IS AS T E R R E C O V E R Y 
 C 1 S R D F D ata R eplication 1 hour ** 
 C 2 R ecov ery T im e of disaster 3 hours ** 

IN C ID E N T M AN AG E M E N T 
 D 1.0 S ev 1 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.1 S ev 2 P roblem R esolution 99.90%
100.00% Y E S 
 D 1.2 S ev 3 P roblem R esolution 99.90% 100.00% Y E S 
 D 1.3 S ev 4 P roblem R esolution 99.90% 100.00% Y E S 
 D 2 T im e to return R edundant C om ponents 99.00% ** 
 to S erv ice

 D 3 Fail-over Test Success 99.00% ** 
 CHANGE MANAGEMENT 
 D 4 Compliance for Unisys Scheduled Even 100.00% 100.00%
Y E S 
 D 5 Unisys changes executed successfully 99.00% 100.00% Y E S 
 D 6 Compliance to scheduled events 100.00% 100.00% Y E S 
 D 7.1 ASR turn-around in 3 business days 95.00% n/a n/a 
 D 7.2 PO
turn-around in 2 business days 95.00% ** 
 SECURITY 
 D 8 ID Administration within 24 hours 99.00% ** 
 D 9.0 Notification of Security Alerts -Lev el 1 Im m ediate n/a n/a 
 D 9.1
Notification of Security Alerts -Lev el 2 24 hours n/a n/a 
 D 9.2 Notification of Security Alerts -Lev el 3 48 hours n/a n/a

 D 9.3 Notification of Security Alerts -Lev el 4 O nce a m onth n/a n/a 
 D 9.4 Notification of Security Alerts -Lev el 5 O nce a m onth n/a n/a 
 D 10 Notification of Vulnerabilities N ex t B usiness ** 
 D ay 
 ** No Items for this time frame. 
 Unisys 
 30








 

 
  
 NASF Network Backup
Consumption 
 • ESC Library Summary 
 – FULL/UNUSABLE MEDIA: 492 (79.6%) 
 – AVAILABLE MEDIA: 75 (12.1%)

 – EMPTY SLOTS: 51 ( 8.3%) 
 – TOTAL: 618 
 – Tapes onsite in excess to the library: 689

 • We are currently at (492+689)/618 = 191% capacity of the L700 in Eagan 
 • SLC Library Summary 
 – FULL/UNUSABLE MEDIA: 184 (48.0%) 
 – AVAILABLE MEDIA: 41 (10.7%) 
 – EMPTY SLOTS: 158 (41.3%) 
 – TOTAL: 383 
 U n i s y s 
 31 







 

 
  
 User Hours Lost
– All Environments 
 User Hours Lost 
 hours lost 
 LCL 
 UCL 
 Mean

 U n i s y s 
 32 







 

 
  
 II. Appendix

 A. Data Center Server Farm 
 1. SLA Detail 
 2. ClearPath (Cosmos) 
 a. October Disaster Recovery Test 
 U n i s y s 
 33 







 

 
  
 SLA
Detail—DCSF 
 January 2004 
 ITEM GOAL RESULT SLA MET 
 1) ClearPath Availability 99.70% 99.99% YES

 2) ClearPath Response Time Average < .5 sec 0.09 YES 
 3) ClearPath SCR’s 96.00% 100.00% YES 
 4) ClearPath Critical Batch Jobs 99.20% N/A N/A* 
 5) ClearPath Critical
Trans. DRALPHA 90.00% 93.72% YES 
 6) ClearPath Critical Trans.DRBRAVO 90.00% 97.66% YES 
 7) ClearPath Critical Trans. DRCHARLIE 90.00% 96.25% YES 
 8) ClearPath Critical Trans. DRDELTA 90.00% 96.33% YES 
 9) ClearPath
Critical Trans. DRECHO 90.00% 91.99% YES 
 10) ClearPath Critical Trans. DRFOX 90.00% 97.97% YES 
 11) ClearPath Critical Trans. DRGAMMA 90.00% 97.48% YES 
 12) ClearPath Critical Trans. DRHALO 90.00% 96.09% YES 
 13) ClearPath
Critical Trans. DRJAVA 90.00% 96.23% YES 
 14) ClearPath Critical Trans. DRLIMA 90.00% 94.78% YES 
 15) ClearPath Critical Trans. DRMICA 90.00% 88.05% NO 
 16) ClearPath GI703 Trans. DRALPHA 70.00% 97.39% YES 
 17) ClearPath GI703
Trans.DRBRAVO 70.00% 98.01% YES 
 18) ClearPath GI703 Trans. DRCHARLIE 70.00% 98.41% YES 
 19) ClearPath GI703 Trans. DRDELTA 70.00% 99.13% YES 
 20) ClearPath GI703 Trans. DRECHO 70.00% 98.31% YES 
 21) ClearPath GI703
Trans. DRFOX 70.00% 98.76% YES 
 22) ClearPath GI703 Trans. DRGAMMA 70.00% 98.46% YES 
 23) ClearPath GI703 Trans. DRHALO 70.00% 98.18% YES 
 24) ClearPath GI703 Trans. DRJAVA 70.00% 97.44% YES 
 25) ClearPath GI703
Trans. DRLIMA 70.00% 98.89% YES 
 26) ClearPath GI703 Trans. DRMICA 70.00% 98.49% YES 
 27 Sev 1 Problem Resolution 96.00% 100.00% YES 
 28 Sev 2 Problem Resolution 92.00% 100.00% YES 
 29 Sev 3 Problem Resolution
96.00% 100.00% YES 
 30 Sev 4 Problem Resolution 96.00% 100.00% YES 
 * Source data from UHG not available for January 
 U n i s y s 
 34 







 

 
  
 April Disaster
Recovery Test 
 Management Status 
 RFS Business Due UHG 
 ASR Unit Project Name Date Overall Scope Schedule Team
Issue Approved 
 N/A N/A Apr-04 Disaster 4/21/04 Green Green Green Green Green N/A 
 Recovery Test 
 • Sponsor: N/A 
 • UHG PM: Ron Bakowski / Linda Cote 
 • Unisys PM: Rich Moore 
 • Scope: Conduct a disaster recovery exercise from April 21 through April 24, 2004. 
 Proposed
applications include COSMOS, CPW, and QStar. 
 • Previous Milestone: 
 • Next Milestone: Planning phase to start first week in March. 
 • Discussion Items: N/A 
 U n i s y s 
 35 









					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26B	 
	 	List of UHS Service Level Agreements	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 26C	 
	 	Service Management Targets	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

 Page 1 of 1 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 27	 
	 	U.S. Government Contracting Requirements	 
	


  

 EQUAL EMPLOYMENT OPPORTUNITY. Unisys agrees that Unisys will not discriminate against any employee or
applicant for employment because of race, color, religion, sex or national origin; and that Unisys will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race,
color, religion, sex, or national origin. Without limiting the foregoing, Unisys agrees to and shall be bound by the provisions of the equal opportunity clause set forth at 41 CFR 60-1.4, which is incorporated by reference. 
  
 CERTIFICATION OF NONSEGREGATED FACILITIES. Unisys agrees as follows: 
  
 Unisys certifies that it does not and will not maintain or provide for its employees any
segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. Unisys agrees that a breach of this
certification is a violation of the Equal Opportunity clause required by Executive Order 11246 of September 24, 1965. As used in this certification, the term “segregated facilities” means any waiting rooms, work areas, rest rooms and wash
rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are
segregated by explicit directive or are in fact segregated on the basis of race, color, religion, or national origin because of habit, local custom, or otherwise. 
  
 Unisys further agrees that (except where it has obtained identical certifications from proposed subcontractors for specific time periods) it
will obtain identical certifications from proposed subcontractors prior to the award of subcontracts exceeding $10,000 which are not exempt from the provisions of the Equal Opportunity Clause; that it will forward the following notice to such
proposed subcontractors (except where the proposed subcontractors have submitted identical certifications for specific time periods): 
  
 Notice to Prospective Subcontractors of Requirement 
 For Certifications of Nonsegregated Facilities 
  
 A Certification of Nonsegregated Facilities, as required by the May 21, 1968, order on Elimination of Segregated Facilities, by the Secretary of Labor (33 Fed. Reg. 7804, May 28, 1968), must be submitted prior to the award of a subcontract
exceeding $10,000 which is not exempt from the provisions of the Equal Opportunity Clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semi-annually, or annually).

  
 NOTE: The penalty for making false statements in offers is prescribed in 18
U.S.C. Section 1001. 
  
 AFFIRMATIVE ACTION COMPLIANCE PROGRAM. Unisys will
develop a written Affirmative Action Compliance Program for each of its establishments consistent with the rules and regulations of the Department of Labor at 41 CFR 60-1 and 60-2, as such rules and regulations may be amended from time to time.

  
 EQUAL EMPLOYMENT OPPORTUNITY REPORTING REQUIREMENTS. Unisys will
complete and file Government Standard Form 100, Equal Employment Opportunity Employer Information Report EEO-1, in accordance with the instructions contained therein. 
  
 EQUAL EMPLOYMENT OPPORTUNITY - VETERANS. Unisys agrees to take affirmative action to employ and advance in employment qualified
disabled veterans and veterans of the Vietnam era consistent with the rules and regulations of the Department of Labor at 41 CFR 60-250.4, as such rules and regulations may be amended from time to time. Without limiting the foregoing, Unisys agrees
to and shall be bound by the provisions of the affirmative action clause set forth at 41 CFR 60-250.4, which is incorporated by reference. 
  
 EQUAL EMPLOYMENT OPPORTUNITY - HANDICAPPED. Unisys agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified handicapped
individuals without discrimination consistent with 
  

 Page 1 of 3 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 27	 
	 	U.S. Government Contracting Requirements	 
	


  

 the rules and regulations of the Department of Labor at 41 CFR 60-741, as such rules and regulations may be amended
from time to time. Without limiting the foregoing, Unisys agrees to and shall be bound by the provisions of the affirmative action clause set forth at 41 CFR 60-741.4, which is incorporated by reference. 
  
 EXAMINATION OF RECORDS. Unisys agrees that the Controller General of the UHS States or
a duly authorized representative of the General Accounting Office shall have access to, and the right to examine books, documents, papers or other records pertaining to such contracts or purchase order(s). 
  
 Unisys will furnish all information and reports required by Executive Order No. 11246, as
amended, and by the rules and regulations promulgated thereunder, and will permit access to its books, records and accounts by the contracting agency and the Secretary of Labor for purposes of investigating compliance with such rules and
regulations. 
  
 CLEAN AIR AND WATER. Unisys certifies as follows:

  

	 	(a)	No facility to be utilized in the performance of its contracts with UHS has been listed on the Environmental Protection Agency List of Violating Facilities for one or more
violations of the Clean Air Act (42 U.S.C. 7401 etseq.) or the Clean Water Act (33 U.S.C. 1251 etseq.). 

  

	 	(b)	Unisys will promptly notify UHS of the receipt of any communication from the Director, Office of Federal Activities, Environmental Protection Agency, indicating that any facility
which Unisys proposes to use for the performance of its contracts with UHS is under consideration to be listed on the EPA list of Violating Facilities. 

  

	 	(c)	Unisys will include substantially this certification, including this paragraph (c), in every nonexempt subcontract. 

  
 UTILIZATION OF SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS CONCERNS. Unisys
understands that it is the policy of the UHS States that small business and small business concerns owned and controlled by socially and economically disadvantaged individuals shall have the maximum practicable opportunity to participate in the
performance of contracts let by any Federal agency. 
  
 Unisys hereby agrees to
carry out this policy in the awarding of subcontracts to the fullest extent consistent with the efficient performance of its contracts with UHS. Unisys further agrees to cooperate in any studies or surveys as may be conducted by the UHS States Small
Business Administration or the awarding agency of the UHS States as may be necessary to determine the extent of Unisys’s compliance with this clause. 
  
 The term “small business concern” shall mean a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated
under that Act. The term “small business concern owned and controlled by socially and economically disadvantaged individuals” shall mean a small business concern- 
  

	 	(a)	which is at least 51 per centum owned by one or more socially and economically disadvantaged individuals; or, in the case of any publicly owned business, at least 51 per centum of
the stock of which is owned by one or more socially and economically disadvantaged individuals; and 

  

	 	(b)	whose management and daily business operations are controlled by one or more of such individuals. The contractor shall presume that socially and economically disadvantaged
individuals include Black Americans, Hispanic Americans, Native Americans, Asian-Pacific Americans, and other minorities, or any other individuals found to be disadvantaged by the Small Business Administration pursuant to Section 8(a) of the Small
Business Act. 

  

 Page 2 of 3 










					
	 


	 	Information Technology Services Agreement	 	 



	 	Exhibit 27	 
	 	U.S. Government Contracting Requirements	 
	


  

 Unisys acting in good faith may rely on written representations by its subcontractors regarding their status as
either a small business concern or a small business concern owned and controlled by socially and economically disadvantaged individuals. 
  
 Unisys agrees to adopt and comply with a small business and small disadvantaged business subcontracting plan containing all the terms and provisions required of such
plans by the Small Business Act, as amended, and all pertinent regulations promulgated under that Act. 
  
 CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS. Unisys certifies to the best of its knowledge and belief on or after December 23, 1989, that: 
  

	 	(a)	No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an
officer or employee of Congress, or an employee of a member of Congress on his or her behalf in connection with the awarding of any Federal grant, the making of any Federal grant, the making of any Federal ban, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment or modification of any Federal continuation, renewal, amendment. 

  

	 	(b)	If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or will be paid, to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with any solicitation of the Federal
government, the Unisys shall complete and submit, with its offer, OBM Standard Form LLL, Disclosure of Lobbying Activities, to the contracting officers. 

  

	 	(c)	The definitions and prohibitions contained in FAR 52.203-12 are hereby incorporated by reference in this certification. 

  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 28	 
	 	Transitioned Employee Letter Agreement	 
	


  

 2004 Contract Exhibit Note 
  
 This Exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
Parties for the contract extension. 
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 29	 
	 	UHS Employee List	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit was considered to be part of the initial COSMOS transition of services to Unisys, and has been intentionally deleted by both
parties for the contract extension. 
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 30	 
	 	COLA	 
	


  

 2004 Contract Exhibit Note 
  
 This Exhibit has been intentionally deleted by both Parties for the contract extension. 
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 31	 
	 	Variable Pricing Mechanism	 
	


  

 2004 Contract Exhibit Note 
  
 This exhibit has been intentionally deleted by both Parties for the contract extension. 
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 32	 
	 	Information Security Policies and Procedures	 
	


  

 2004 Contract Exhibit Note 
  
 Pursuant to Unisys obligation to provide security in accordance with UHS policies and procedures, from time to time during the Term UHS
shall provide Unisys the most current UHS information security policies and procedures, which policies and procedures shall be deemed incorporated by reference in this Exhibit. 
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 33	 
	 	COSMOS ASRs	 
	


  


	1.0	Introduction 

  

	1.1	This Exhibit 33 describes the duties and responsibilities of Unisys and UHS related to Unisys provision of the Services related to the COSMOS ASRs (the COSMOS ASR Services).
Unisys will provide the COSMOS ASR Services in accordance with the provisions of this Exhibit and the descriptions set forth in the applicable COSMOS ASRs. UHS will support Unisys provision of the COSMOS ASR Services in accordance with the
descriptions contained in the applicable COSMOS ASRs. 

  

	1.2	Capitalized terms used in this Exhibit and not defined herein shall have the meanings given in the Agreement. 

  

	2.0	COSMOS ASR Services 

  

	2.1	The Parties have agreed that the COSMOS ASR Services shall consist of the Services provided by Unisys under each of the COSMOS ASRs listed in this Exhibit 33. The COSMOS ASRs are
hereby incorporated by reference into the Agreement, with copies of such ASRs attached hereto. As of the Commencement Date of Amendment 4, Unisys shall continue to provide the COSMOS ASR Services as part of the Services. 

  

	2.2	To the extent that terms and conditions of this Exhibit 33 or the Agreement are inconsistent with the provisions of any COSMOS ASR, the applicable terms and conditions of
this Exhibit 33 and the Agreement shall supersede the conflicting or inconsistent provisions of the applicable COSMOS ASR. 

  

	2.3	COSMOS ASRs: 

  

									
	 ASR #

	  	 Description

	  	Start Date

	  	Expiry
Month

	  	 Comment


	 9724 –rev. 2
	  	Response Time Logger RTL	  	6/1/1998	  	5/1	  	Automatic renewal every June for 12 months
	 9872A
	  	Security Statement of Work	  	6/1/1999	  	10/1/2005	  	 
	 9962B
	  	Enhanced test environment	  	6/1/2003	  	10/1/2005	  	 
	 03144
	  	Cobol 85 License for MNA17B	  	8/1/2003	  	10/1/2005	  	 
	 03158
	  	Monitor COSMOS transaction G12710	  	9/1/2003	  	10/1/2005	  	 Develop SMTP traps to
 monitor COSMOS

	 03192
	  	Added processors MNA17A and UHSPRODE	  	2/6/2004	  	 	  	Activate additional processors based on load demand

  
 All charges and fees
under the COSMOS ASRs (except for 9962B) are included in the Base Charges. The fees for ASR 9962B are not included in the Base Charges and will be determined in accordance with the provisions of ASR 9962B. 
  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 34	 
	 	Revision Log Template	 
	


  

 Revision to Exhibit
                 
  
 Modifications to this exhibit must be mutually accepted and approved in writing by UHS and UNISYS. The template shown below (example shown for clarity) may be customized as appropriate for a given exhibit. 

 

							
	 Date

	  	Revision

	  	 Description

	  	 Responsible


	 7/5/00
	  	3.3	  	AR:M On-Line Availability Modifications.	  	Mark Iannaci

  
 Approved By: 
  

					
	X                              Date:
            	 	 	 	X                              Date:
            
	K. Hadzinski, Contract Manager, UNISYS	 	 	 	       J.Gasper, Director
 Strategic Partnership Relations, UHS


  

							
	 Date

	  	Revision

	  	 Description

	  	 Responsible


	 	  	 	  	 	  	 

 Approved By: 
  

					
	X                              Date:
            	 	 	 	X                              Date:
            
	K. Hadzinski, Contract Manager, UNISYS	 	 	 	     J.Gasper, Director
 Strategic
Partnership Relations, U


  

							
	 Date

	  	Revision

	  	 Description

	  	 Responsible


	 	  	 	  	 	  	 

 Approved By: 
  

					
	X                              Date:
            	 	 	 	X                              Date:
            
	K. Hadzinski, Contract Manager, UNISYS	 	 	 	     J.Gasper, Director
 Strategic
Partnership Relations, U


  

							
	 Date

	  	Revision

	  	 Description

	  	 Responsible


	 	  	 	  	 	  	 

 Approved By: 
  

					
	X                              Date:
            	 	 	 	X                              Date:
            
	K. Hadzinski, Contract Manager, UNISYS	 	 	 	     J.Gasper, Director
 Strategic
Partnership Relations, U


  

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	 	Information Technology Services Agreement	 	 



	 	Exhibit 35	 
	 	 	 
	


  

 

 
  
 Master Preferred Agreement

  
 Master Preferred offers the flexibility of a modifiable contract combined
with a high level of protection for both the depositor and the beneficiary. It allows for additional parties to accept contract conditions with a one-page addendum. It provides frequent correspondence between DSI and all parties to the agreement.
The depositor and beneficiary will receive signed confirmations from DSI that every deposit has been inspected; an account history report to notify them of the status of the escrow; and ongoing monitoring services to ensure compliance of contract
terms. 
  
 Purpose 
  
 DSI’s Master Preferred Agreement is generally used when: 
  

	 	•	Both parties agree that a high level of escrow protection is needed. 

  

	 	•	The depositor or the beneficiary wants to establish an escrow contract that is executed once, defining the company’s preferred terms. 

  

	 	•	The depositor has multiple products to be licensed independently by various beneficiaries. 

  

	 	•	Both parties want to reduce the time spent on negotiating the basic terms and conditions of the escrow agreement. 

  

	 	•	Clients want to avoid setup costs when adding beneficiaries or depositors to their escrow account. 

  
 Features 
  
 Master Preferred customers benefit from these unique features: 
  

	 	•	One agreement ensures consistency for all escrow requirements. 

  

	 	•	Additional parties accept contract conditions with a one-page form. 

  

	 	•	Tailored release conditions. 

  

	 	•	Modification of terms for unique requirements. 

  

	 	•	Written notification detailing the contents of the initial deposit and each update. 

  

	 	•	Semiannual account histories listing all deposit activity. 

  

	 	•	DSI direct billing to beneficiary. 

  

	 	•	Technical verification options. 

  

	 	•	Audit trail of deposit created through inspection, date stamping of all deposit materials. 

  

	 	•	Deposit inspection with signed receipt for all parties. 

  
 Atlanta • Boston • Chicago • Dallas • San Diego • San Francisco 
 For More Information Call: (800) 962-0652 or Visit Us At www.dsiescrow.com or www.ironmountain.com 
  

 Page 1 of 17 








 MASTER PREFERRED ESCROW AGREEMENT 
  
 Depositor Company Number
_2114129                                 
  
 This agreement (“Agreement”) is effective
                            , 2003 among DSI Technology Escrow Services, Inc. (“DSI”),
Unisys Corporation (“Depositor”) and any additional party signing the Acceptance Form attached to this Agreement (“Preferred Beneficiary”), who collectively may be referred to in this Agreement as the parties
(“Parties”). 
  
 A. Depositor (either directly or through its
subsidiaries) and Preferred Beneficiary have entered or will enter into a license agreement, development agreement, and/or other agreement regarding certain proprietary technology of Depositor (referred to in this Agreement as the “License
Agreement”). 
  
 B. Depositor desires to avoid disclosure of its proprietary
technology except under certain limited circumstances. 
  
 C. The availability of
the proprietary technology of Depositor is critical to Preferred Beneficiary in the conduct of its business and, therefore, Preferred Beneficiary needs access to the proprietary technology under certain limited circumstances. 
  
 D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for
the retention, administration and controlled access of the proprietary technology materials of Depositor. 
  
 E. The parties desire this Agreement to be supplementary to the License Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n). 
  
 ARTICLE 1 — DEPOSITS 
  
 1.1 Obligation to Make Deposit. Upon the signing of this Agreement by the parties, including the signing of the Acceptance Form, and Exhibit D naming the Initial
Account, Depositor shall deliver to DSI the proprietary technology and other materials (“Deposit Materials”) required to be deposited by the License Agreement or, if the License Agreement does not identify the materials to be deposited
with DSI, then such materials will be identified on Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor and Preferred Beneficiary. DSI shall have no obligation to either party with respect to the preparation,
accuracy, execution, signing, delivery or validity of Exhibit A. 
  
 1.2
Identification of Tangible Media. Prior to the delivery of the Deposit Materials to DSI, Depositor shall conspicuously label for identification each document, magnetic tape, disk, or other media upon which the Deposit Materials are written or
stored. Additionally, Depositor shall complete Exhibit B to this Agreement by listing each such media by the item label description, the type of media and the quantity. Exhibit B shall be signed by Depositor and 
  

 Page 2 of 17 








 delivered to DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit with DSI, DSI shall
have no obligation with respect to this Agreement, except the obligation to notify the parties regarding the status of the account as required in Section 2.2 below. 
  
 1.3. Escrow Account Name Identification. At the time of execution of this agreement, or when Depositor makes the initial deposit with
DSI in accordance with Section 1.2 above, Depositor shall complete and sign Exhibit D naming the initial account upon which the Deposit Materials are written or stored. Any new deposits referencing new account names made subsequent to the signing of
this Agreement, intended by the Depositor to be held in a separate account and maintained separately from the initial account, but made a part of this Agreement, shall be referenced by the Depositor on Exhibit E, and Exhibit E which shall be signed
by the Depositor and DSI. 
  
 1.4 Acceptance of Deposit. When DSI receives
the Deposit Materials and Exhibit B, DSI will conduct a visual deposit inspection. At completion of the deposit inspection, if DSI determines that the labeling of the media matches the item descriptions and quantity on Exhibit B, DSI will date and
sign Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines that the labeling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B; (b) date
and sign Exhibit B with the exceptions noted; and (c) mail a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI’s acceptance of the deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred
Beneficiary is Preferred Beneficiary’s notice that the Deposit Materials have been received and accepted by DSI. OTHER THAN DSI’S INSPECTION OF THE DEPOSIT MATERIALS, AS DESCRIBED ABOVE, DSI SHALL HAVE NO OBLIGATION REGARDING THE ACCURACY,
COMPLETENESS, FUNCTIONALITY, PERFORMANCE OR NON-PERFORMANCE OF THE DEPOSIT MATERIALS. 
  
 1.5 Depositor’s Representations. During the term of this Agreement, Depositor represents as follows: 
  

	 	a.	Depositor lawfully possesses all of the Deposit Materials deposited with DSI; 

  


	 	b.	With respect to all of the Deposit Materials and any materials provided solely for verification, pursuant to Section 1.6 of the Agreement (“Test Materials”) Depositor has
the right and authority to grant to DSI and Preferred Beneficiary the rights as provided in this Agreement, provided further that DSI’s or its independent contractor’s use of any Deposit Materials or Test Materials, pursuant to Section 1.6
of this Agreement, is lawful and does not violate the rights of any third parties; 

  

	 	c.	As of the effective date of this Agreement, the Deposit Materials are not the subject of any liens or encumbrances, however, any liens or encumbrances made after the execution of
this Agreement will not prohibit, limit, or alter the rights and obligations of DSI under this Agreement; 

  

	 	d.	The Deposit Materials consist of the proprietary technology and other materials identified either in the License Agreement, Exhibit A, or Exhibit B, as the case may be; and


  

 Page 3 of 17 









	 	e.	The Deposit Materials are readable and useable in their current form or, if any portion of the Deposit Materials is encrypted, the decryption tools and decryption keys have also
been deposited. 

  
 1.6 Available Verification Services. Upon
receipt of a written request from Preferred Beneficiary, DSI and Preferred Beneficiary may enter into a separate proposal agreement (“Statement of Work”) pursuant to which DSI will agree, upon certain terms and conditions, to inspect the
Deposit Materials consistent with one or several of the levels of verification described in the attached Technical Verification Options. Depositor consents to DSI’s performance of any level(s) of verification described in the attached Technical
Verification Options. Depositor shall reasonably cooperate with DSI by providing its facilities, computer software systems, and technical and support personnel for verification whenever reasonably necessary. If a verification is elected after the
Deposit Materials have been delivered to DSI, then only DSI, or at DSI’s election, an independent contractor or company selected by DSI may perform the verification. 
  
 1.7 Deposit Updates. Unless otherwise provided by the License Agreement, Depositor shall update the Deposit Materials within sixty
(60) days of each release of a new version of the product, which is subject to the License Agreement. Such updates will be added to the existing deposit. All deposit updates shall be listed on a new Exhibit B and Depositor shall sign the new Exhibit
B. Each Exhibit B will be held and maintained separately within the escrow account. An independent record will be created which will document the activity for each Exhibit B. Any deposit updates shall be held in accordance with Sections 1.2 through
1.5 above. All references in this Agreement to the Deposit Materials shall include the initial Deposit Materials and any updates. 
  
 1.8 Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged only on written instructions signed by Depositor and Preferred Beneficiary,
or as otherwise provided in this Agreement. 
  
 ARTICLE 2 —
CONFIDENTIALITY AND RECORD KEEPING 
  
 2.1 Confidentiality. DSI
shall have the obligation to reasonably protect the confidentiality of the Deposit Materials. Except as provided in this Agreement or any subsequent agreement between the Parties, including without limitation Section 1.6, DSI shall not disclose,
transfer, make available, or use the Deposit Materials. DSI shall not disclose the terms of this Agreement to any third party. If DSI receives a subpoena or any other order from a court or other judicial tribunal pertaining to the disclosure or
release of the Deposit Materials, DSI will immediately notify the parties to this Agreement unless prohibited by law. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any such order; provided, however, that DSI
does not waive its rights to present its position with respect to any such order. DSI will not be required to disobey any order from a court or other judicial tribunal, including, but not limited to, notices delivered pursuant to Section 7.6 below.

  

	2.2	Status Reports. DSI shall provide to Depositor and Preferred Beneficiary a report profiling the account history semiannually. 

  

 Page 4 of 17 








 2.3 Audit Rights. DSI agrees to keep records of the activities undertaken and materials prepared pursuant to this
Agreement. Depositor and Preferred Beneficiary will be entitled at reasonable times, during normal business hours and upon reasonable notice to DSI, during the term of this Agreement to inspect the records of DSI with respect to this Agreement.

  
 Depositor or Preferred Beneficiary will be entitled, upon reasonable notice to
DSI and during normal business hours, at the facilities designated by DSI, accompanied by a designated employee of DSI, to inspect the physical status and condition of the Deposit. The Deposit may not be changed by Depositor or Preferred Beneficiary
during the audit. 
  
 ARTICLE 3 — RIGHT TO MAKE COPIES 
  
 3.1 Right to Make Copies. DSI shall have the right to make copies of the Deposit
Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, and other proprietary notices and titles contained on the Deposit Materials onto any copies made by DSI. With all Deposit Materials submitted
to DSI, Depositor shall provide any and all instructions as may be necessary to duplicate the Deposit Materials, including, but not limited to, the hardware and/or software needed. Any copying expenses incurred by DSI as a result of a request to
copy will be borne by the party requesting the copies. Alternatively, DSI may notify Depositor requiring its reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this Agreement. 
  
 ARTICLE 4 — RELEASE OF DEPOSIT 
  
 4.1 Release Conditions. As used in this Agreement, “Release Condition”
shall mean the following: 
  

	 	a.	Depositor’s failure to carry out obligations imposed on it pursuant to the License Agreement; 

  

	 	b.	Depositor’s failure to continue to do business in the ordinary course; or 

  

	 	c.	Joint written instruction from Depositor and Preferred Beneficiary. 

  
 4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a Release Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition and a request for the release of the Deposit Materials. Such notice shall be signed by the Preferred Beneficiary and on company letterhead. Unless DSI acknowledges or discovers independently, or
through the Parties, its need for additional documentation or information in order to comply with this Section, DSI shall promptly provide a copy of the notice to Depositor by commercial express mail. Such need for additional documentation or
information may extend the time period for DSI’s performance under this Section. 
  

 Page 5 of 17 








 4.3 Contrary Instructions. From the date DSI mails the notice requesting release of the Deposit Materials,
Depositor shall have ten (10) business days to deliver to DSI contrary instructions (“Contrary Instructions”). Contrary Instructions shall mean the written representation by Depositor that a Release Condition has not occurred or has been
cured. Contrary Instructions shall be signed by Depositor and on company letterhead. Upon receipt of Contrary Instructions, DSI shall promptly send a copy to Preferred Beneficiary by commercial express mail. Additionally, DSI shall notify both
Depositor and Preferred Beneficiary that there is a dispute to be resolved pursuant to Section 7.4 of this Agreement. Subject to Section 5.2 of this Agreement, DSI will continue to store the Deposit Materials without release pending (a) joint
instructions from Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section 7.4; or (c) an order from a court of competent jurisdiction. 
  

4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to release a copy of the Deposit Materials to the Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI before making the release. Any copying expenses
will be chargeable to Preferred Beneficiary. Upon any such release, the escrow arrangement will terminate as it relates to the Depositor and Preferred Beneficiary involved in the release. 
  
 4.5 Right to Use Following Release. Unless otherwise provided in the License Agreement, upon release of the Deposit Materials in
accordance with this Article 4, Preferred Beneficiary shall have the right to use the Deposit Materials for the sole purpose of continuing the benefits afforded to Preferred Beneficiary by the License Agreement. Preferred Beneficiary shall be
obligated to maintain the confidentiality of the released Deposit Materials. 
  
 ARTICLE 5 — TERM AND TERMINATION 
  
 5.1 Term of
Agreement. The initial term of this Agreement is for a period of one (1) year. Thereafter, this Agreement shall automatically renew from year to year unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in writing that the
Agreement is terminated; (b) DSI instructs Depositor and Preferred Beneficiary in writing after its renewal date that the Agreement is terminated for nonpayment in accordance with Section 5.2; or (c) DSI reserves the right to terminate this
Agreement, for any reason, other than for nonpayment, by providing Depositor and Preferred Beneficiary sixty (60) days written notice of its intent to terminate this Agreement. If the Acceptance Form has been signed at a date later than this
Agreement, the initial term of the Acceptance Form will be for one year with subsequent terms to be adjusted to match the anniversary date of this Agreement. If the Deposit Materials are subject to another escrow agreement with DSI, DSI reserves the
right, after the initial one year term, to adjust the anniversary date of this Agreement to match the then prevailing anniversary date of such other escrow arrangements. 
  
 5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI shall provide written notice of delinquency
to all parties to this Agreement. Any party to this Agreement affected by such delinquency shall have the right to make the payment to DSI to cure the default. If the past due payment is not received in full by DSI within one (1) month of the date
of such notice, then DSI shall have the right to terminate this Agreement at any time 
  

 Page 6 of 17 








 thereafter to the extent it relates to the delinquent party by sending written notice of termination to all parties. DSI
shall have no obligation to take any action under this Agreement so long as any payment due to DSI remains unpaid. 
  
 5.3 Disposition of Deposit Materials Upon Termination. Subject to the foregoing termination provisions, and upon termination of this Agreement, DSI shall destroy,
return, or otherwise deliver the Deposit Materials in accordance with Depositor’s instructions. If there are no instructions, DSI may, at its sole discretion, destroy the Deposit Materials or return them to Depositor. DSI shall have no
obligation to destroy or return the Deposit Materials if the Deposit Materials are subject to another escrow agreement with DSI or have been released to the Preferred Beneficiary in accordance with Section 4.4. 
  
 5.4 Survival of Terms Following Termination. Upon termination of this Agreement, the
following provisions of this Agreement shall survive: 
  

	 	a.	The obligations of confidentiality with respect to the Deposit Materials; 

  

	 	b.	The obligation to pay DSI any fees and expenses due; 

  

	 	c.	The provisions of Article 7; and 

  

	 	d.	Any provisions in this Agreement which specifically state they survive the termination of this Agreement. 

  
 ARTICLE 6 — DSI’S FEES 
  
 6.1 Fee Schedule. DSI is entitled to be paid its standard fees and expenses applicable to the services provided. DSI shall notify the party responsible for payment
of DSI’s fees at least sixty (60) days prior to any increase in fees. For any service not listed on DSI’s standard fee schedule, DSI will provide a quote prior to rendering the service, if requested. 
  
 6.2 Payment Terms. DSI shall not be required to perform any service, including release
of any Deposit Materials under Article 4, unless the payment for such service and any outstanding balances owed to DSI are paid in full. Initial fees are due upon receipt of a signed contract or receipt of the Deposit Materials whichever is
earliest. Payments on all renewal and services invoices are due net thirty (30) days from date of invoice. If invoiced fees are not paid, DSI may terminate this Agreement in accordance with Section 5.2. 
  
 ARTICLE 7 — LIABILITY AND DISPUTES 
  
 7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI will not be required to inquire
into the truth or evaluate the merit of any statement or representation contained in any notice or document. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI. 
  

 Page 7 of 17 








 7.2 Indemnification. Depositor and Preferred Beneficiary each agree to indemnify, defend and hold harmless DSI
from any and all claims, actions, damages, arbitration fees and expenses, costs, attorney’s fees and other liabilities (“Liabilities”) incurred by DSI relating in any way to this escrow arrangement except where it is adjudged that DSI
acted with gross negligence or willful misconduct. 
  
 7.3 Limitation of
Liability. In no event will DSI be liable for any incidental, indirect, special, exemplary, punitive or consequential damages, including, but not limited to, damages (including loss of data, revenue, and/or profits) costs or expenses (including
legal fees and expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this Agreement; and in no event shall the collective liability of DSI exceed ten times the fees paid under this Agreement. The foregoing
limitation of liability does not apply with respect to any acts of gross negligence, personal injury claims, property damage claims (excluding the Deposit), or intellectual property infringement. 
  
 7.4 Dispute Resolution. Any dispute relating to or arising from this Agreement shall
be submitted to, and settled by arbitration by, a single arbitrator chosen by the San Diego Regional Office of the American Arbitration Association in accordance with the Commercial Rules of the American Arbitration Association. The arbitrator shall
apply California law. Unless otherwise agreed by Depositor and Preferred Beneficiary, arbitration will take place in San Diego, California, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator.
Service of a petition to confirm the arbitration award may be made by First Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to the party at the last known business address. If, however, Depositor and/or
Preferred Beneficiary refuses to submit to arbitration, the matter shall not be submitted to arbitration and DSI may submit the matter to any court of competent jurisdiction for an interpleader or similar action. Unless adjudged otherwise, any costs
of arbitration incurred by DSI, including reasonable attorney’s fees and costs, shall be divided equally and paid by Depositor and Preferred Beneficiary. 
  

7.5 Controlling Law. This Agreement is to be governed and construed in accordance with the laws of the State of California, without regard to its conflict of
law provisions. 
  
 7.6 Notice of Requested Order. If any party intends to
obtain an order from the arbitrator or any court of competent jurisdiction, which may direct DSI to take, or refrain from taking any action, that party shall: 
  

	 	a.	Give DSI at least five (5) business days prior notice of the hearing; 

  

	 	b.	Include in any such order that, as a precondition to DSI’s obligation, DSI be paid in full for any past due fees and be paid for the reasonable value of the services to be
rendered pursuant to such order; and 

  

	 	c.	Ensure that DSI not be required to deliver the original (as opposed to a copy) of the Deposit Materials if DSI may need to retain the original in its possession to fulfill any of
its other duties. 

  

 Page 8 of 17 








 ARTICLE 8 — GENERAL PROVISIONS 
  
 8.1 Entire Agreement. This Agreement, which includes the Acceptance Form and Exhibits described herein, embodies the entire
understanding among all of the parties with respect to its subject matter and supersedes all previous communications, representations or understandings, either oral or written. DSI is not a party to the License Agreement between Depositor and
Preferred Beneficiary and has no knowledge of any of the terms or provisions of any such License Agreement. DSI’s only obligations to Depositor or Preferred Beneficiary are as set forth in this Agreement. No amendment or modification of this
Agreement shall be valid or binding unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B need not be signed by Preferred Beneficiary, Exhibit C need not be signed, Exhibit D need not be signed by
Preferred Beneficiary or DSI and the Acceptance Form need only be signed by the parties identified therein. 
  
 8.2 Notices and Correspondence. All notices regarding Articles 4 and 5, and any Deposit Materials, shall be sent by commercial express or certified mail, return receipt requested. All other correspondence
including invoices, payments, and other documents and communications shall be sent First Class U.S. Mail and given to the parties at the addresses specified in the attached Exhibit C and Acceptance Form. It shall be the responsibility of the parties
to notify each other as provided in this Section in the event of a change of physical and e-mail addresses. The parties shall have the right to rely on the last known address of the other parties. Any correctly addressed notice or last known address
of the other parties that is relied on herein that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified as provided herein shall be deemed effective as of the first date that said notice was refused,
unclaimed, or deemed undeliverable by the postal authorities by mail, through messenger or commercial express delivery services. 
  
 8.3 Severability. In the event any provision of this Agreement is found to be invalid or unenforceable, the parties agree that unless it materially affects the
entire intent and purpose of this Agreement, such invalidity or unenforceability shall affect neither the validity of this Agreement nor the remaining provisions herein, and the provision in question shall be deemed to be replaced with a valid and
enforceable provision most closely reflecting the intent and purpose of the original provision. 
  
 8.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties. However, DSI shall have no obligation in performing this Agreement
to recognize any successor or assign of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative and conclusive written evidence of the change of parties. 
  
 8.5 Waiver. Any term of this Agreement may be waived by the party entitled to the benefits thereof, provided that any such waiver
must be in writing and signed by the party against whom the enforcement of the waiver is sought. No waiver of any condition, or breach of any provision of this Agreement, in any one or more instances, shall be deemed to be a further or continuing
waiver of such condition or breach. Delay or failure to exercise any right or remedy shall not be deemed the waiver of that right or remedy. 
  

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 8.6 Regulations. Depositor and Preferred Beneficiary are responsible for and warrant compliance with all
applicable laws, rules and regulations, including but not limited to customs laws, import, export, and re-export laws and government regulations of any country from or to which the Deposit Materials may be delivered in accordance with the provisions
of this Agreement. 
  
 8.7 Attorney’s Fees. In any litigation or other
proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks declaration of any rights or obligations under this Agreement (whether in contract, tort, or both), the prevailing
party who has proven in court by court decree, judgment or arbitrator’s determination that the other party has materially breached its representation and/or warranty under this Agreement shall be awarded reasonable attorneys’ fees,
together with any costs and expenses, to resolve the dispute and to enforce final judgment. 
  
 8.8 No Third Party Rights. This Agreement is made solely for the benefit of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or
acquire any right by virtue of this Agreement unless otherwise agreed to by all the parties hereto. 
  
 8.9 Authority to Sign. Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or
other binding approval to sign on behalf of its business organization as named in this Agreement. DSI will be able to perform its obligations under this agreement once DSI has received a fully executed agreement. 
  
 8.10 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one instrument. 
  

			
	 Unisys Corporation
 Depositor
	 	 DSI Technology Escrow Services, Inc.

		
	 By:

	 	 By:


	 Name:

	 	 Name:


	 Title:

	 	 Title:


	 Date:

	 	 Date:



  

 Page 10 of 17 








 EXHIBIT A 
  

MATERIALS TO BE DEPOSITED 
  
 Deposit Account Number
                                 
  
 Depositor represents to Preferred Beneficiary that Deposit Materials delivered to DSI shall
consist of the following: 
  

			
	 Unisys Corporation
 Depositor
	 	  

     Preferred Beneficiary

		
	 By:

	 	 By:


	 Name:

	 	 Name:


	 Title:

	 	 Title:


	 Date:

	 	 Date:



  

 Page 11 of 17 








 EXHIBIT B 
  

DESCRIPTION OF DEPOSIT MATERIALS 
  
 Depositor Company Name Unisys
Corporation                                      
                                        
                                        
          
  
 Deposit Account
Number                                       
                                        
                                        
                                        
          
  
 Product
Name                                       
                                        
        Version
                                       
                                        
        
 (Product Name will appear as Exhibit B Name on Account History report) 
  
 DEPOSIT MATERIAL DESCRIPTION: 
  

					
	 Quantity

	  	Media Type & Size

	  	 Label Description of Each Separate Item


	 ______
	  	Disk 3.5” or         	  	 
			
	 ______
	  	DAT tape          mm	  	 
			
	 ______
	  	CD-ROM	  	 
			
	 ______
	  	Data cartridge tape         	  	 
			
	 ______
	  	TK 70 or         tape	  	 
			
	 ______
	  	Magnetic tape         	  	 
			
	 ______
	  	Documentation	  	 
			
	 ______
	  	Other                                     
        	  	 

  
 PRODUCT DESCRIPTION:

  
 Environment
                                        
                                        
                                        
                                        
                                
  
 DEPOSIT MATERIAL INFORMATION: 
  
 Is the media or are any of the files encrypted? Yes / No If yes, please include any
passwords and the decryption tools. 
 Encryption tool
name                                       
                                    
Version                                       
                                     
 Hardware required
                                        
                                        
                                        
                                        
            
 Software required
                                        
                                        
                                        
                                        
             
 Other required information
                                        
                                        
                                        
                                    
  

			
	I certify for Depositor that the above described Deposit Materials have been transmitted to DSI:	 	DSI has visually inspected and accepted the above materials (any exceptions are noted above):
		
	 Signature:

	 	 Signature:


	 Print Name:

	 	 Print Name:


	 Date:

	 	 Date Accepted:


	 E-mail:

	 	 Exhibit B#:



  

 Page 12 of 17 








 EXHIBIT C 
  

DESIGNATED CONTACT 
  
 Depositor Company Number
    2114129                             
  

			
	Notices, deposit material returns and communications to Depositor should be addressed to:	  	 Invoices to Depositor should be
 addressed to:

		
	 Company Name: Unisys
Corporation                                    
 
 Address:                                     
                                        
               
                                       
                                        
                               
                                       
                                        
                               
 Designated
Contact:                                      
                                
 Telephone:                                     
                                        
          
 Facsimile:                                     
                                        
            
 E-mail:                                     
                                        
                 
 Verification
Contact:
                                      
              
 Telephone/E-mail:
                                   
                             
	  	 Unisys Corporation
 Mail Stop
E4-111                                       
                                 
 Unisys
Way                                        
                                
 Blue Bell, PA
19424-0001                                       
                     
 Contact:__Mary Kay Gould
   (215)-986-4375
     (215)-986-5120
 marykay.gould@unisys.com                             
 P.O.#, if required:


  
 Requests to change the designated
contact should be given in writing by the designated contact or an authorized employee. 
  

			
	DSI has two Operations Centers to serve you. Agreements, Deposit Materials and notices to DSI should be addressed to: (select location)	 	All invoice fee remittances to DSI should be addressed to:

  

			
	 X Attn: Client Services
 9265 Sky Park Court, Suite 202
 San Diego, CA 92123
 Telephone: (858) 499-1600
 Facsimile: (858) 694-1919
 E-mail: clientservices@dsiescrow.com
	 	 DSI Technology Escrow Services, Inc.
 PO Box 27131
 New York, NY 10087-7131

		
	or	 	 
		
	  ̈
Attn: Client Services
 2100 Norcross Parkway, Suite 150
 Norcross, GA 30071
 Telephone: 770-239-9200
 Facsimile: 770-239-9201
 E-mail: clientservices@dsiescrow.com
	 	 Date:                                     
                   


  

 Page 13 of 17 








 EXHIBIT D 
  

NAME OF INITIAL MASTER PREFERRED 
 ESCROW ACCOUNT 
  
 Depositor Company
Number                                 
  
                                       
           (“Depositor”) has entered into a Master Preferred Escrow Agreement with DSI Technology Escrow Services, Inc. (“DSI”). Pursuant to that Agreement, Depositor may
deposit certain Deposit Materials with DSI. 
  
 The initial account will be
referenced by the following
name:                                       
  
  
 Deposit Account
Number                                       
  
  

	
	  

 Depositor

	
	 By:


	 Name:


	 Title:


	 Date:



  

 Page 14 of 17 








 EXHIBIT E 
  

ADDITIONAL ESCROW ACCOUNT 
 TO
MASTER PREFERRED ESCROW AGREEMENT 
  
 Depositor Company Number
                                        

  
 New Deposit Account Number
                                        

  
                                       
                   (“Depositor”) has entered into a Master Preferred Escrow Agreement with DSI Technology Escrow Services, Inc. (“DSI”).
Pursuant to that Agreement, Depositor may deposit certain Deposit Materials with DSI. 
  
 Depositor desires that new Deposit Materials be held in a separate account and be maintained separately from the initial account. By execution of this Exhibit E, DSI will establish a separate account for the new Deposit Materials. The new
account will be referenced by the following name:
                                        
                                . 
  
 Depositor hereby agrees that all terms and conditions of the existing Master Preferred Escrow
Agreement previously entered into by Depositor and DSI will govern this account. The termination or expiration of any other account of Depositor will not affect this account. 
  

			
	  

 Depositor
	 	  
 DSI Technology Escrow Services, Inc.

		
	 By:

	 	 By:


	 Name:

	 	 Name:


	 Title:

	 	 Title:


	 Date:

	 	 Date:



  

 Page 15 of 17 








 PREFERRED BENEFICIARY 
 ACCEPTANCE FORM 
  
 Depositor, Preferred
Beneficiary and DSI Technology Escrow Services, Inc. (“DSI”), hereby acknowledge that
                                        
                 is the Preferred Beneficiary referred to in the Master Preferred Escrow Agreement
effective                    , 20             with DSI as the escrow agent
and
                                        
as the Depositor. Preferred Beneficiary hereby agrees to be bound by all provisions of such Agreement. 
  
 Depositor hereby enrolls Preferred Beneficiary to the following account(s): 
  

			
	 Account Name

	 	 Deposit Account Number


	                                       
                                        
               
	 	                                       
                                        
            

	                                       
                                        
               
	 	                                       
                                        
            

	                                       
                                        
               
	 	                                       
                                        
            


  

			
	Notices and communications to Preferred Beneficiary should be addressed to:	 	 Invoices should be addressed to:

		
	 Company
Name:                                       
                                   
 Address:                                     
                                        
            
                                       
                                        
                            
                                       
                                        
                            
 Designated
Contact:                                      
                             
 Telephone:                                     
                                        
        
 Facsimile:                                     
                                        
         
 E-mail:
                                        
                                        
           
	 	                                       
                                        
                          
                                       
                                        
                          
                                       
                                        
                          
                                       
                                        
                          
 Contact:                                     
                                        
           
                                       
                                        
                          
 P.O.#, if
required:                                      
                               
  


  

			
	  

 Preferred Beneficiary
	 	  

 Depositor

		
	 By:

	 	 By:


	 Name:

	 	 Name:


	 Title:

	 	 Title:


	 Date:

	 	 Date:



  
 DSI Technology Escrow Services, Inc. 
  

	
	 By:


	 Name:


	 Title:


	 Date:



  

 Page 16 of 17 








 TECHNICAL VERIFICATION OPTIONS 
  
 Level I – Inventory 
  
 Objective: To provide insight into whether the necessary information required to recreate the vendor’s development environment has been properly stored in
escrow and to detect errors that often inhibit effective use of the escrow deposit. 
  
 Steps Include: Deposit content confirmation, media functionality and virus scanning results, program content confirmation, identification of third-party libraries, potential obstructions, and recommendations for ensuring a complete
deposit. 
  
 Benefit: Validates the ability to read the media in deposit
(without experimenting for days to months). Identifies the tools and system needed to maintain the escrow. 
  
 Level II - Build  
 Objective: To compile the product and build executable code. 
  
 Steps Include: Recreating the vendor’s software development environment,
compiling source files and modules, recreating executable code, providing a comprehensive listing of the hardware and software configurations, and creating a report detailing the steps necessary to recreate the development environment. 

 
 Benefit: Validates that the components of the technology were recreated from what
was deposited. This allows for any bugs or inconsistencies to be corrected. 
  
 Optional Level II Service: DSI provides the executables created during Level II testing to the beneficiary for functionality testing. This requires the depositor’s approval. 
  
 Level III - Validation  
  
 Objective: To test the functionality of the compiled
deposit materials. 
  
 Steps Include: The objective of a Level III
Verification can be accomplished through one of the following two options: 
  

	•	Option A - The beneficiary provides DSI with a copy of its licensed executables. DSI compares the executables created during Level II testing with the licensed executables
and provides a comparison report to all parties. 

  

	•	Option B - DSI recreates the runtime environment for the licensed technology and installs the executables created during the Level II testing into that environment. (The
environment is generally “scaled down” from the actual live environment.) DSI then runs test scripts supplied by the beneficiary and provides a report of the test results to all parties. 

  
 Benefit: Confirms that the build executables match expectations. 
  
 For additional information about DSI Technical Verification Services, please
contact 
 a verification specialist at (800) 962-0652 or by e-mail at verification@dsiescrow.com. 
  

 Page 17 of 17