Incentive Payment Settlement Agreement, dated March 29, 2004



 EXHIBIT 10.28(a) 
  
 INCENTIVE PAYMENT SETTLEMENT AGREEMENT 
  
 THIS AGREEMENT is made on 29 March 2004 
  
 BETWEEN: 
  

	1.	KPN Telecom B.V., a company organised under the laws of The Netherlands (“KPN”); 

  

	2.	Swisscom AG, a company organised under the laws of Switzerland (“Swisscom”); 

  

	3.	TeliaSonera AB, a company organised under the laws of Sweden (“TeliaSonera”); 

  
 (the parties in (1) through (3) each an “Indirect AUCS Stockholder” and together the “Indirect AUCS
Stockholders”); 
  

	4.	Infonet Services Corporation, a Delaware Corporation (“ISC”); 

  
 (each of the above, a “Party” and together the “Parties”). 
  
 WHEREAS: 
  

	(A)	The Parties (with Telia AB as the predecessor in title to TeliaSonera) have entered into a) a Termination and Transition Agreement dated as of 30 September 2002 (the
“TTA”) and b) an Incentive Payment Agreement dated 14 March 2003 (the “IPA”). 

  

	(B)	Clause 5 (Closing Date Financial Statements) of the TTA contains undertakings by the Parties to be performed after Completion with respect to, among others, the Closing Date
Financial Statements, the Interim Incentive Payment and the Incentive Payment Balance (all of which terms as defined in the TTA). The Parties have concluded that the agreed Incentive Payment (clause 5.5, TTA) derived from the agreed final Closing
Date Financial Statements amounts to €77,000,000, as memorialised in clause 3.1of the IPA out of which the Retention Amount was memorialised as €5,000,000 (clause 3.2(b) of the IPA). 

  

	(C)	 Pursuant to Clause 5.6 of the TTA and Clause 3.2 of the IPA, the Parties have entered into an Escrow Agreement with Nationale Trust Maatschappij N.V. (the
“Escrow Agent”) dated 16 May 2003 (the “Escrow Agreement”) and the 



  

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Indirect AUCS Stockholders have paid the Retention Amount (€5,000,000) into the Escrow Account. 


  

	(C)	The Parties now wish to: 

  

	 	(1)	memorialise their compliance with and the result of certain undertakings in clause 5 of the TTA; and 

  

	 	(2)	confirm their agreement on the terms of compliance with certain remaining undertakings in clause 5 of the TTA. 

  

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Capitalised terms used but not defined in this Agreement shall have the meanings as defined in any of the TTA, the IPA or the Escrow Agreement (and if defined in more than one, then
the definition used in the most recent). 

  

	1.2	Unless otherwise indicated, references to clauses are to clauses of this Agreement. 

  

	2.	POST CLOSING ADJUSTMENT 

  

	2.1	Post Closing Adjustment 

  
 Pursuant to Clause 5.6 (b) through (d) of the TTA, the Parties have agreed that the agreed Incentive Payment shall be reduced by a Post Closing Adjustment
of €3,000,000 in accordance with Clause 5.6 (b) of the TTA. 
  

	2.2	Payment 

  
 In accordance with clause 5.6(e) of the TTA, the Post Closing Adjustment shall be paid by distribution of the Retention Amount out of the Escrow Account as follows: - 
  

	 	(a)	€2,000,000 to ISC; and 

  

	 	(b)	€3,000,000 to the Indirect AUCS Stockholders, less all bank and administrative costs, charges or withholdings due in connection with the Escrow Agreement and Escrow Account if
any; and 

  
 In accordance with Clause 5.6(a) of
the TTA and 3.2 of the Escrow Agreement, interest on the Escrow Account shall be paid by the Escrow Agent to ISC. 
  

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	2.3	Notice to Escrow Agent 

  
 The Parties have prepared the Joint Escrow Notice in the form contemplated in the Escrow Agreement to give effect to the payments provided for in clause
2.2 above. The Parties will accordingly have their Authorised Representatives (Anne van’t Zelfde and Germain Lebeau) execute the attached Joint Escrow Notice and submit the Joint Escrow Notice to Nationale Trust Maatschappij N.V. in accordance
with the Escrow Agreement prior to 31 March 2004. 
  

	3.	ANCILLIARY AGREEMENTS 

  

	3.1	Support provided by ISC 

  
 ISC agrees to cooperate with AUCS to support certain follow-on administrative requirements relating to the winding down of AUCS (such as financial
administration, human resource, and legal and IT support services) up to the extent as currently provided or as appropriate to support AUCS dealing with any claims from governmental authorities related to Clause 3.2 below, but in any event only for
the time as of which employees with the required skills and knowledge are available in ISC in the EMEA region. Such support services shall be provided to AUCS free of charge until 31 December 2007 and thereafter on a time and materials basis (except
for support services in connection with Clause 3.2 below, which will be provided without charge). 
  

	3.2	Waivers 

  
 The Indirect AUCS Stockholders agree that any tax on wages or social security withholding, arising in the Netherlands in respect of any ISC group personnel arising out of their activities in support of AUCS or
performance of the management agreement, will be born by AUCS (failing which, the Indirect AUCS Stockholders) and, notwithstanding any earlier agreements to the contrary, ISC shall not be financially responsible therefore. 
  

	3.	GOVERNING LAW 

  
 This Agreement shall be governed and construed in accordance with the laws of the Netherlands. 
  

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 IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written: 
  
 INDIRECT AUCS STOCKHOLDERS: 
  

															
					
	/s/    Mr. A.J. Sheepbouwer	 	 	 	/s/    Gabriel Rumo	 	 	 	/s/    Håkan Janson
	 Royal KPN NV for
 KPN Telecom B.V.
	 	 	 	 Swisscom AG
	 	 	 	 TeliaSonera AB

								
	 By:
	 	 Mr. A.J. Sheepbouwer
	 	 	 	 By:
	 	 Gabriel Rumo
	 	 	 	 By:
	 	 Håkan Janson

	 Title:
	 	 CEO Royal KPN NV
	 	 	 	 Title:
	 	 	 	 	 	 Title:
	 	 Director


  

			
	ISC:
	
	 /s/    Paul Galleberg

	 Infonet Services Corporation

		
	 By:
	 	 Paul Galleberg

	 Title:
	 	 Senior Vice President


  

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