SEC Filing | Xylem

Philip Galluzzi
ITT Corporation

Manager, TDS Business
Relationships & Corporate Travel

phil.galluzzi@ittcorp.net

Mary Marts Xylem Inc.

Sr. Financial Analyst, Fluid and Motion Control

mary.marts@itt.com

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As filed with the Securities and Exchange Commission on September 26, 2011

File No. 001-35229

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 4

Form 10


GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Xylem Inc.

(Exact name of registrant as specified in its charter)


Indiana		45-2080495
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1133 Westchester Avenue, Suite 2000 White Plains, New York (Address of Principal Executive Offices)		10604 (Zip Code)

Registrant’s telephone number, including area code:

(914) 304-1700

Securities to be registered pursuant to Section 12(b) of the Act:


		Name of Each Exchange on Which
Title of Each Class to be so Registered		Each Class is to be Registered
Common stock, par value $0.01 per share		New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:
None.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):


Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o

(Do not check if a smaller reporting company)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10


Item 1.	*Business*

The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Special Note About Forward-Looking Statements,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions” of the Information Statement filed as Exhibit 99.1 to this Registration Statement on Form 10 (the “Information Statement”). Those sections are incorporated herein by reference.


Item 1A.	*Risk Factors*

The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.


Item 2.	*Financial Information*

The information required by this item is contained under the sections “Summary — Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data,” “Capitalization,” “Selected Historical Condensed Combined Financial and Other Data,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.


Item 3.	*Properties*

The information required by this item is contained under the section “Business — Properties” of the Information Statement. That section is incorporated herein by reference.


Item 4.	*Security Ownership of Certain Beneficial Owners and Management*

The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement. That section is incorporated herein by reference.


Item 5.	*Directors and Executive Officers*

The information required by this item is contained under the section “Management” of the Information Statement. That section is incorporated herein by reference.


Item 6.	*Executive Compensation*

The information required by this item is contained under the sections “Management” and “Executive Compensation” of the Information Statement. Those sections are incorporated herein by reference.


Item 7.	*Certain Relationships and Related Transactions, and Director Independence*

The information required by this item is contained under the sections “Management,” “Executive Compensation” and “Certain Relationships and Related Party Transactions” of the Information Statement. Those sections are incorporated herein by reference.


Item 8.	*Legal Proceedings*

The information required by this item is contained under the section “Business — Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.


Item 9.	*Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters*

The information required by this item is contained under the sections “Risk Factors,” “The Spin-Off,” “Dividend Policy,” “Executive Compensation” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.


Item 10.	*Recent Sales of Unregistered Securities*

Not applicable.


Item 11.	*Description of Registrant’s Securities to be Registered*

The information required by this item is contained under the sections “Risk Factors — Risks Relating to Our Common Stock,” “Dividend Policy” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.


Item 12.	*Indemnification of Directors and Officers*

The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions — Agreements with ITT and Exelis Related to the Spin-Off — Distribution Agreement — Indemnification” and “Description of Capital Stock — Provisions of Our Amended and Restated Articles of Incorporation and Amended and Restated By-Laws That Could Delay or Prevent a Change in Control — Directors’ Duties and Liability” of the Information Statement. Those sections are incorporated herein by reference.


Item 13.	*Financial Statements and Supplementary Data*

The information required by this item is contained under the sections “Description of Capital Stock,” “Selected Historical Condensed Combined Financial and Other Data,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Financial Statements” and the statements referenced therein of the Information Statement. Those sections are incorporated herein by reference.


Item 14.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

None.


Item 15.	*Financial Statements and Exhibits*


(a)	Financial Statements

The information required by this item is contained under the section “Index to Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.


(b)	Exhibits

The following documents are filed as exhibits hereto:


Exhibit
No.			Description

	2	.1	Form of Distribution Agreement among ITT Corporation, Exelis Inc. and Xylem Inc.*
	3	.1	Form of Amended and Restated Articles of Incorporation of Xylem Inc.*
	3	.2	Form of Amended and Restated By-Laws of Xylem Inc.*
	4	.1	Indenture between Xylem Inc. and Union Bank, National Association, as trustee
	10	.1	Form of Benefits and Compensation Matters Agreement among ITT Corporation, Exelis Inc. and Xylem Inc.
	10	.2	Form of Tax Matters Agreement among ITT Corporation, Exelis Inc. and Xylem Inc.
	10	.3	Form of Master Transition Services Agreement among ITT Corporation, Exelis Inc. and Xylem Inc.
	10	.4	Forms of Master Lease Agreement and Master Sublease Agreement
	10	.5	Form of GOULDS Trademark License Agreement between Goulds Pumps Incorporated and Xylem Inc.
	10	.6	Form of Xylem Inc. 2011 Omnibus Incentive Plan*
	10	.7	Credit Agreement among Xylem Inc., the lenders party thereto, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as lead arrangers and lead bookrunners
	10	.8	Offer Letter between Frank R. Jimenez and ITT Corporation, dated April 2, 2009
	21	.1	Subsidiaries of Xylem Inc.*
	99	.1	Information Statement, dated September 26, 2011


*		Previously Filed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Xylem Inc.


	By:	/s/ Gretchen W. McClain

Chief Executive Officer

Date: September 26, 2011

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Exhibit 4.1

Execution Version

XYLEM INC.,

ITT CORPORATION,

as Guarantor

and

UNION BANK, N.A., as Trustee

Indenture

Dated as of September 20, 2011

Providing for Issuance of Debt Securities

TABLE OF CONTENTS


	Page
ARTICLE 1
Definitions and Other Provisions of General Application

Section 1.01. Definitions		1
Section 1.02. Officers’ Certificates and Opinions		10
Section 1.03. Form of Documents Delivered to Trustee		11
Section 1.04. Acts of Securityholders		11
Section 1.05. Notices, etc., to Trustee and Company		13
Section 1.06. Notice to Securityholders; Waiver		13
Section 1.07. Conflict with Trust Indenture Act		14
Section 1.08. Effect of Headings and Table of Contents		14
Section 1.09. Successors and Assigns		14
Section 1.10. Separability Clause		14
Section 1.11. Benefits of Indenture		14
Section 1.12. Governing Law		14
Section 1.13. Counterparts		14
Section 1.14. Judgment Currency		14
Section 1.15. Legal Holidays		15

ARTICLE 2
Security Forms

Section 2.01. Forms Generally		15
Section 2.02. Forms of Securities		16
Section 2.03. Securities in Global Form		16
Section 2.04. Form of Trustee’s Certificate of Authentication		16

ARTICLE 3
The Securities

Section 3.01. General Title; General Limitations; Issuable in Series; Terms of Particular Series		17
Section 3.02. Denominations and Currency		21
Section 3.03. Execution, Authentication and Delivery, and Dating		21
Section 3.04. Temporary Securities		23
Section 3.05. Registration, Transfer and Exchange		24
Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities		27
Section 3.07. Payment of Interest; Interest Rights Preserved		28
Section 3.08. Persons Deemed Owners		29
Section 3.09. Cancellation		29
Section 3.10. Computation of Interest		30
Section 3.11. CUSIP Numbers		30


	Page
ARTICLE 4
Satisfaction And Discharge

Section 4.01. Satisfaction and Discharge of Indenture		30
Section 4.02. Discharge and Defeasance		32
Section 4.03. Covenant Defeasance		32
Section 4.04. Conditions to Defeasance or Covenant Defeasance		33
Section 4.05. Application of Trust Money; Excess Funds		35
Section 4.06. Paying Agent to Repay Moneys Held		35
Section 4.07. Return of Unclaimed Amounts		36
Section 4.08. Reinstatement		36

ARTICLE 5
Remedies

Section 5.01. Events of Default		36
Section 5.02. Acceleration of Maturity; Rescission, and Annulment		38
Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee		39
Section 5.04. Trustee May File Proofs of Claim		40
Section 5.05. Trustee May Enforce Claims Without Possession of Securities		41
Section 5.06. Application of Money Collected		41
Section 5.07. Limitation on Suits		42
Section 5.08. Unconditional Right of Securityholders to Receive Principal, Premium, and Interest		42
Section 5.09. Restoration of Rights and Remedies		42
Section 5.10. Rights and Remedies Cumulative		43
Section 5.11. Delay or Omission Not Waiver		43
Section 5.12. Control by Securityholders		43
Section 5.13. Waiver of Past Defaults		43
Section 5.14. Undertaking for Costs		44
Section 5.15. Waiver of Stay or Extension Laws		44

ARTICLE 6
The Trustee

Section 6.01. Certain Duties and Responsibilities of Trustee		44
Section 6.02. Notice of Defaults		46
Section 6.03. Certain Rights of Trustee		46
Section 6.04. Not Responsible for Recitals or Issuance of Securities		47
Section 6.05. May Hold Securities		48
Section 6.06. Money Held in Trust		48
Section 6.07. Compensation and Reimbursement		48
Section 6.08. Disqualification; Conflicting Interests		49
Section 6.09. Corporate Trustee Required; Eligibility		49
Section 6.10. Resignation and Removal; Appointment of Successor		49
Section 6.11. Acceptance of Appointment by Successor		51


	Page
Section 6.12. Merger, Conversion, Consolidation or Succession to Business		52
Section 6.13. Preferential Collection of Claims Against Company		52
Section 6.14. Appointment of Authenticating Agent		52

ARTICLE 7
Securityholders’ Lists and Reports by Trustee and Company

Section 7.01. Company to Furnish Trustee Names and Addresses of Securityholders		54
Section 7.02. Preservation of Information; Communications to Securityholders		54
Section 7.03. Reports by Trustee		55
Section 7.04. Reports by Company		56

ARTICLE 8
Consolidation, Merger, Conveyance or Transfer

Section 8.01. Company May Consolidate, etc., Only on Certain Terms		57
Section 8.02. Successor Corporation Substituted		57

ARTICLE 9
Supplemental Indentures

Section 9.01. Supplemental Indentures Without Consent of Securityholders		58
Section 9.02. Supplemental Indentures With Consent of Securityholders		59
Section 9.03. Execution of Supplemental Indentures		61
Section 9.04. Effect of Supplemental Indentures		61
Section 9.05. Conformity With the Trust Indenture Act		61
Section 9.06. Reference in Securities to Supplemental Indentures		61

ARTICLE 10
Covenants

Section 10.01. Payment of Principal, Premium and Interest		62
Section 10.02. Maintenance of Office or Agency		62
Section 10.03. Money or Security Payments to Be Held in Trust		62
Section 10.04. Certificate to Trustee		63
Section 10.05. Corporate Existence		63
Section 10.06. Waiver of Certain Covenants		63
Section 10.07. Limitation on Liens		64
Section 10.08. Limitation on Sale and Lease-Back Transactions		65

ARTICLE 11
Redemption of Securities

Section 11.01. Applicability of Article		66
Section 11.02. Election to Redeem; Notice to Trustee		66
Section 11.03. Selection by Trustee of Securities to be Redeemed		66


	Page
Section 11.04. Notice of Redemption		67
Section 11.05. Deposit of Redemption Price		68
Section 11.06. Securities Payable on Redemption Date		68
Section 11.07. Securities Redeemed in Part		68
Section 11.08. Provisions with Respect to any Sinking Funds		69

ARTICLE 12
Repayment at Option of Holders

Section 12.01. Applicability of Article		70
Section 12.02. Repayment of Securities		70
Section 12.03. Exercise of Option		71
Section 12.04. When Securities Presented for Repayment Become Due and Payable		71
Section 12.05. Securities Repaid in Part		71

ARTICLE 13
Subordination of Subordinated Securities

Section 13.01. Agreement to Subordinate		72
Section 13.02. Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness		72
Section 13.03. Payment Prior to Dissolution or Default		75
Section 13.04. Securityholders Authorize Trustee to Effectuate Subordination of Securities
		75
Section 13.05. Right of Trustee to Hold Senior Indebtedness		75
Section 13.06. Not to Prevent Events of Default		75
Section 13.07. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness		76

ARTICLE 14
Guarantee of Securities

Section 14.01. Guarantee		76
Section 14.02. Waiver		76
Section 14.03. Guarantee of Payment		77
Section 14.04. No Discharge or Diminishment of Guarantee		77
Section 14.05. Defenses of Company Waived		77
Section 14.06. Continued Effectiveness		78
Section 14.07. Subrogation		78
Section 14.08. Subordination		78
Section 14.09. Release of Guarantor and Termination of Guarantee		79
Section 14.10. Limitation of Guarantors’ Liability		79
Section 14.11. No Obligation to Take Action Against the Company		80
Section 14.12. Execution and Delivery		80

THIS INDENTURE, between Xylem Inc., an Indiana corporation (hereinafter called the “Company”) having its principal office at 1133 Westchester Avenue, Suite 2000, White Plains, New York 10604, ITT Corporation, an Indiana corporation, as guarantor (hereinafter called “ITT” or the “Guarantor”), and Union Bank, N.A., a national banking association, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 20^th day of September, 2011.

Recitals

The Company has duly authorized the execution and delivery of this Indenture (as hereinafter defined) to provide for the issuance of its unsecured debentures, notes, bonds, and other evidences of indebtedness, to be issued in one or more fully registered series.

The Guarantor has duly authorized its guarantee of the Securities (as hereinafter defined) (the “Guarantee”) and to provide therefor the Guarantor has duly authorized the execution and delivery of this Indenture.

All things necessary to make this Indenture a valid agreement of each of the Company and the Guarantor, in accordance with its terms, have been done.

Agreements of the Parties

To set forth or to provide for the establishment of the terms and conditions upon which the Securities are and are to be authenticated, issued, and delivered, and in consideration of the premises thereof, and the purchase of Securities by the Holders (as hereinafter defined) thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders from time to time of the Securities or of any series thereof, as the case may be:

ARTICLE 1

Definitions and Other Provisions of General Application

Section 1.01. Definitions. For all purposes of this Indenture and of any indenture supplemental hereto, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article 1 have the meanings assigned to them in this Article 1, and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust Indenture Act (as hereinafter defined), either directly or by reference therein, have the meanings assigned to them therein;

(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America at the date of such computation; and

(d) all references in this instrument to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as originally executed. The words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, or other subdivision.

“Act”, when used with respect to any Securityholder (as hereinafter defined), has the meaning specified in Section 1.04.

“Additional Interest” means all interest payable as a consequence of the failure to effectuate in a timely manner the exchange offer and/or shelf registration procedures set forth in the Registration Rights Agreement.

“Affiliate” of any specified Person (as hereinafter defined) means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“applicants” has the meaning specified in Section 7.02.

“Attributable Debt” with regard to a sale and lease-back transaction with respect to any Principal Property means, at the time of determination, the present value of the total net amount of rent required to be paid under such lease during the remaining term thereof (including any period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease (or, if not practicable to determine such rate, the weighted average interest rate per annum borne by all Outstanding Securities) compounded semi-annually. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall be the lesser of (x) the net amount determined assuming termination upon the first date such lease may be terminated (in which case the net amount shall also include the amount of the penalty, but shall not include any rent that would be required to be paid under such lease subsequent to the first date upon which it may be so terminated) or (y) the net amount determined assuming no such termination.

“Authenticating Agent” means any Person authorized by the Trustee to authenticate Securities of one or more series under Section 6.14.

“Authentication Order” has the meaning specified in Section 3.03.

“Board of Directors” means (i) the board of directors of the Company, (ii) any duly authorized committee of that board, or (iii) any officer, director, or authorized representative of the Company, in each case duly authorized by such Board to act hereunder.

“Board Resolution” means a copy of a resolution certified by the Corporate Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means (except, with respect to any particular series of Securities, as may be otherwise provided in the form of such Securities) any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions are authorized or required by law, regulation, or executive order to be closed.

“Chairman” means the Company’s Chairman of the Board of Directors.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“Company” means Xylem Inc., unless and until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“Company Common Stock” means all of the outstanding shares of common stock, par value $.01 per share, of the Company.

“Company Request” and “Company Order” mean, respectively, a written request or order signed in the name of the Company by its Chairman, Vice Chairman (as hereinafter defined), Chief Executive Officer, Chief Financial Officer, any Executive Vice President (as hereinafter defined) or Vice President, or by any other officer or officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means the total amount of assets (less applicable depreciation, amortization, and other valuation reserves) of the Company and its Restricted Subsidiaries, after deducting therefrom (i) all current liabilities of the Company and its Restricted Subsidiaries (excluding any such

liabilities that are intercompany items) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expenses and other like intangibles, all as set forth on the latest consolidated balance sheet of the Company and its Restricted Subsidiaries prepared in accordance with United States generally accepted accounting principles.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 1251 Avenue of the Americas, 19^th Floor, New York, New York 10020.

“corporation” means a corporation, association, company, joint-stock company, limited liability company or business trust.

		“Covenant Defeasance” has the meaning specified in Section 4.03.

		“Debt” means any indebtedness for borrowed money.

		“Defaulted Interest” has the meaning specified in Section 3.07.

		“Defeasance” has the meaning specified in Section 4.02.

“Depositary” means with respect to the Securities of any series issuable or issued in whole or in part in global form, the Person designated as Depositary by the Company pursuant to Section 3.01, unless and until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the “Depositary” with respect to the Securities of that series.

“Distribution” means the distribution on the Distribution Date to holders of record of shares of ITT Common Stock as of the Distribution Record Date of the Company Common Stock.

“Distribution Date” means the date on which ITT distributes all of the issued and outstanding shares of Company Common Stock to the holders of ITT Common Stock.

“Distribution Record Date” means such date as may be determined by the board of directors of ITT as the record date for the Distribution.

“Entity” means any corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust or unincorporated organization.

“Equivalent Government Securities” means, in relation to Securities denominated in a currency other than U.S. dollars, securities of the government

that issued the currency in which such Securities are denominated or securities of government agencies backed by the full faith and credit of such government.

“Event of Default” has the meaning specified in Article 5.

“Exchange Act” has the meaning specified in Section 3.03.

“Executive Vice President”, when used with respect to the Company or the Trustee, means any executive vice president, whether or not designated by a number or a word or words added before or after the title “executive vice president”.

“Guarantee” has the meaning specified in the second recital of this Indenture and more particularly means the Guarantee made by the Guarantor as set forth in Article 14 hereof.

“Guarantor” means ITT Corporation, an Indiana corporation.

“Holder”, “Securityholder” and “Holder of Securities” means a Person in whose name a Security is registered in the Security Register (as hereinafter defined).

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of any particular series of Securities established as contemplated by Section 3.01.

“Interest Payment Date”, when used with respect to any series of Securities, means any date on which an installment of interest on those Securities is scheduled to be paid.

“Investment Company Act” has the meaning specified in Section 4.04.

“ITT Common Stock” means the issued and outstanding shares of common stock of ITT, par value $1 per share.

“Judgment Currency” has the meaning specified in Section 1.14.

“Lien” has the meaning specified in Section 10.07.

“Maturity” means, when used with respect to any Security, the date on which the principal amount outstanding under such Security or an installment of principal amount outstanding under such Security becomes due and payable, as therein or herein provided, whether on the Scheduled Maturity Date (as hereinafter defined), by declaration of acceleration, call for redemption, or otherwise.

“Obligations” has the meaning specified in Section 14.01.

“Offering Memorandum” means the offering memorandum, dated September 15, 2011, relating to the private offering of the Securities.

“Officers’ Certificate” means a certificate signed by any two of the Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer, any Executive Vice President or Vice President, the Treasurer, and any Assistant Treasurer of the Company, or by any other officer or officers of the Company pursuant to an applicable Board Resolution, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel to the Company, which counsel may be an employee of the Company or other counsel who shall be reasonably acceptable to the Trustee.

“Original Issue Discount Security” means any Security which is initially sold at a discount from the principal amount thereof and the terms of which provide that upon redemption or acceleration of the Maturity thereof, an amount less than the principal amount thereof would become due and payable.

“Outstanding”, when used with respect to any particular Securities or to the Securities of any particular series means, as of the date of determination, all such Securities theretofore authenticated and delivered under this Indenture, except:

(i) such Securities theretofore canceled by the Trustee or delivered by the Company to the Trustee for cancellation;

(ii) such Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited in trust with the Trustee or with any Paying Agent (as hereinafter defined) other than the Company, or, if the Company shall act as its own Paying Agent, has been set aside and segregated in trust by the Company; provided, in any case, that if such Securities are to be redeemed prior to their Scheduled Maturity Date, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(iii) such Securities in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, or which shall have been paid, in each case, pursuant to the terms of Section 3.06 (except with respect to any such Security as to which proof satisfactory to the Trustee is presented that such Security is held by a Person in whose hands such Security is a legal, valid, and binding obligation of the Company).

In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of any Original Issue

Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof. In determining whether the Holders of the requisite principal amount of such Securities Outstanding have given a direction concerning the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or concerning the exercise of any trust or power conferred upon the Trustee under this Indenture, or concerning a consent on behalf of the Holders of any series of Securities to the waiver of any past default and its consequences, Securities owned by the Company, any other obligor upon the Securities, or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding. In determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Securities which a Responsible Officer assigned to the corporate trust department of the Trustee knows to be owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act as owner with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor.

“Paying Agent” means, with respect to any Securities, any Person appointed by the Company to distribute amounts payable by the Company on such Securities. If at any time there shall be more than one such Person, “Paying Agent” as used with respect to the Securities of any particular series shall mean the Paying Agent with respect to Securities of that series. As of the date of this Indenture, the Company has appointed Union Bank, N.A. as Paying Agent with respect to all Securities issuable hereunder.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government, or any agency or political subdivision thereof.

“Place of Payment” means with respect to any series of Securities issued hereunder the city or political subdivision so designated with respect to the series of Securities in question in accordance with the provisions of Section 3.01.

“Predecessor Securities” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in lieu of a lost, destroyed, mutilated, or stolen Security shall be deemed to evidence the same debt as the lost, destroyed, mutilated, or stolen Security.

“Principal Property” means any single manufacturing or processing plant, office building or warehouse owned or leased by the Company or a

Restricted Subsidiary which has a gross book value in excess of 2% of Consolidated Net Tangible Assets other than a plant, warehouse, office building, or portion thereof which, in the opinion of the Company’s Board of Directors, is not of material importance to the business conducted by the Company and its Restricted Subsidiaries as an entirety.

“Record Date” means any date as of which the Holder of a Security will be determined for any purpose described herein, such determination to be made as of the close of business on such date by reference to the Security Register.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price specified in the Security at which it is to be redeemed pursuant to this Indenture.

“Registration Rights Agreement” means (i) that certain registration rights agreement dated as of September 20, 2011 by and among the Company, the Guarantor and the initial purchasers party thereto and (ii) with respect to any additional Securities, one or more substantially similar registration rights agreements among the Company and the other parties thereto, as such agreements may be amended from time to time.

“Repayment Date”, when used with respect to any Security to be repaid, means the date fixed for such repayment pursuant to such Security.

“Repayment Price”, when used with respect to any Security to be repaid, means the price at which it is to be repaid pursuant to such Security.

“Required Currency” has the meaning specified in Section 1.14.

“Responsible Officer”, when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means at any time any Subsidiary of the Company except a Subsidiary which is at the time an Unrestricted Subsidiary.

“Scheduled Maturity Date”, when used with respect to any Security, means the date specified in such Security as the date on which all outstanding principal and interest will be due and payable.

“Security” or “Securities” means any note or notes, bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, of any series authenticated and delivered from time to time under this Indenture.

“Security Register” has the meaning specified in Section 3.05.

“Security Registrar” means the Person who maintains the Security Register, which Person shall be the Trustee unless and until a successor Security Registrar is appointed by the Company.

“Senior Indebtedness” means all obligations or indebtedness of, or guaranteed or assumed by, the Company, whether or not represented by bonds, debentures notes or similar instruments, for borrowed money, and any amendments, renewals, extensions, modifications and refundings of any such obligations or indebtedness, unless in the instrument creating or evidencing any such indebtedness or obligations or pursuant to which the same is outstanding it is specifically stated, at or prior to the time the Company becomes liable in respect thereof, that any such obligation or indebtedness or such amendment, renewal, extension, modification and refunding thereof is not Senior Indebtedness.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.

“Specified Currency” has the meaning specified in Section 3.01.

“Spin-Off” means (i) the series of transactions pursuant to which the Guarantor will allocate, transfer and assign, or cause to be allocated, transferred and assigned the assets and liabilities of the Guarantor’s water equipment and services business to the Company and its subsidiaries and (ii) the Distribution, each as described in the Offering Memorandum.

“Subordinated Security” means any security issued under this Indenture which is designated as a Subordinated Security.

“Subsidiary” of any specified corporation means any entity at least a majority of whose outstanding Voting Stock shall at the time be owned, directly or indirectly, by the specified corporation or by one or more of its Subsidiaries, or both.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended, as in force as of the date hereof, except as provided in Section 9.05.

“Trustee” means the party named as such above until a successor becomes such pursuant to this Indenture and thereafter means or includes each party who is then a trustee hereunder, and if at any time there is more than one such party, “Trustee” as used with respect to the Securities of any series means

the Trustee with respect to Securities of that series. If Trustees with respect to different series of Securities are trustees under this Indenture, nothing herein shall constitute the Trustees co-trustees of the same trust, and each Trustee shall be the trustee of a trust separate and apart from any trust administered by any other Trustee with respect to a different series of Securities.

“Unrestricted Subsidiary” means any Subsidiary of the Company (not at the time designated a Restricted Subsidiary) (i) the major part of whose business consists of finance, banking, credit, leasing, insurance, financial services, or other similar operations, or any combination thereof, (ii) substantially all the assets of which consist of the capital stock of one or more such Subsidiaries engaged in the operations referred to in the preceding clause (i), or (iii) designated as such by the Company’s Board of Directors and which, in the opinion of the Company’s Board of Directors, is not of material importance to the business conducted by the Company and its Restricted Subsidiaries as an entity.

“U.S. Government Obligations” means (i) securities that are direct obligations of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America and (ii) securities that are obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed by the full faith and credit of the United States of America, and also includes depository receipts issued by a bank or trust company as custodian with respect to any of the securities described in the preceding clauses (i) and (ii), and any payment of interest or principal payable under any of the securities described in the preceding clauses (i) and (ii) that is held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt, or from any amount received by the custodian in respect of such securities, or from any specific payment of interest or principal payable under the securities evidenced by such depository receipt.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Stock”, as applied to the stock of any corporation, means stock of any class or classes (however designated), the outstanding shares of which have, by the terms thereof, ordinary voting power to elect a majority of the members of the board of directors (or other governing body) of such corporation, other than stock having such power only by reason of the happening of a contingency.

Section 1.02. Officers’ Certificates and Opinions. Every Officers’ Certificate, Opinion of Counsel, and other certificate or opinion to be delivered to the Trustee under this Indenture with respect to any action to be taken by the

Trustee (except for the Officers’ Certificate required by Section 10.04) shall include the following:

(a) a statement that each individual signing such certificate or opinion has read all covenants and conditions of this Indenture relating to such proposed action, including the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to the other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal counsel, unless such officer knows that any such certificate, opinion, or representation is erroneous. Any opinion of counsel for the Company may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, unless such counsel knows that any such certificate, opinion, or representation is erroneous.

Where any Person is required to make, give, or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, such instruments may, but need not, be consolidated and form a single instrument.

Section 1.04. Acts of Securityholders. (a) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders in person or by an agent duly appointed in writing; and,

except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and (if expressly required by the applicable terms of this Indenture) to the Company. If any Securities are denominated in coin or currency other than that of the United States, then for the purposes of determining whether the Holders of the requisite principal amount of Securities have taken any action as herein described, the principal amount of such Securities shall be deemed to be that amount of United States dollars that could be obtained for such principal amount on the basis of the spot rate of exchange into United States dollars for the currency in which such Securities are denominated (as evidenced to the Trustee by a certificate provided by a financial institution, selected by the Company, that maintains an active trade in the currency in question, acting as conversion agent) as of the date the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in the immediately preceding sentence. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee, the Company and the Guarantor, if made in the manner provided in this Section 1.04.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The ownership of Securities shall for all purposes be determined by reference to the Security Register, as such register shall exist as of the applicable date.

(d) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other action, the Company may, at its option, by Board Resolution, fix in advance a Record Date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other action, but the Company shall have no obligation to do so. If such Record Date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after such Record Date, but only the Holders of record at the close of business on such Record Date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of Securities Outstanding have authorized or agreed or consented to such request, demand, authorization,

direction, notice, consent, waiver or other action, and for that purpose the Securities Outstanding shall be computed as of such Record Date; provided that no such authorization, agreement or consent by the Holders on such Record Date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after such Record Date.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind each subsequent Holder of such Security, and each Holder of any Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, with respect to anything done or suffered to be done by the Trustee or the Company in reliance upon such action, whether or not notation of such action is made upon such Security.

Section 1.05. Notices, etc., to Trustee, Company and Guarantor. Any request, order, authorization, direction, consent, waiver, or other action to be taken by the Trustee, the Company, the Guarantor or the Securityholders hereunder (including any Authentication Order), and any notice to be given to the Trustee, the Company or the Guarantor with respect to any action taken or to be taken by the Trustee, the Company, the Gurantor or the Securityholders hereunder, shall be sufficient if made in writing and:

(a) (if to be furnished or delivered to or filed with the Trustee by the Company or any Securityholder) delivered to the Trustee at its Corporate Trust Office, Attention: Corporate Finance, or

(b) (if to be furnished or delivered to the Company or the Guarantor by the Trustee or any Securityholder, and except as otherwise provided in Section 5.01(d) and, in the case of a request for repayment, except as specified in the Security carrying the right to repayment) mailed to the Company or the Guarantor, first-class postage prepaid, at its principal office (as specified in the first paragraph of this instrument), Attention: Treasurer, or at any other address hereafter furnished in writing by the Company or the Guarantor to the Trustee.

Section 1.06. Notice to Securityholders; Waiver. Where this Indenture or any Security provides for notice to Securityholders of any event, such notice shall be sufficiently given (unless otherwise expressly provided herein or in such Security) if in writing and mailed, first-class postage prepaid, to each Securityholder affected by such event, at his or her address as it appears in the Security Register as of the applicable Record Date, not later than the latest date or earlier than the earliest date prescribed by this Indenture or such Security for the giving of such notice. In any case where notice to Securityholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Securityholder shall affect the sufficiency of such notice with respect to other Securityholders. Where this Indenture or any Security provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver

shall be the equivalent of such notice. Waivers of notice by Securityholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it shall be impractical to mail notice of any event to any Securityholder when such notice is required to be given pursuant to any provision of this Indenture or the applicable Security, then any method of notification as shall be satisfactory to the Trustee and the Company shall be deemed to be sufficient for the giving of such notice.

Section 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control.

Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents hereof are for convenience only and shall not affect the construction of any provision of this Indenture.

Section 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Company and the Guarantor shall bind their successors and assigns, whether so expressed or not.

Section 1.10. Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11. Benefits of Indenture. Nothing in this Indenture or in any Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder, the Authenticating Agent, the Security Registrar, any Paying Agent, and the Holders of Securities (or such of them as may be affected thereby), any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12. Governing Law. This Indenture, the Securities and the Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Section 1.13. Counterparts. This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which shall together constitute but one and the same instrument.

Section 1.14. Judgment Currency. The Company and the Guarantor agree, to the fullest extent that they may effectively do so under applicable law,

that (a) if for the purpose of obtaining judgment in any court with respect to the Securities of any series or the Guarantee it is necessary to convert the sum due in respect of the principal, premium, if any, or interest, if any, payable with respect to such Securities into a currency in which a judgment can be rendered (the “Judgment Currency”), the rate of exchange from the currency in which payments under such Securities is payable (the “Required Currency”) into the Judgment Currency shall be the highest bid quotation (assuming European-style quotation—i.e., Required Currency per Judgment Currency) received by the Company or the Guarantor from three recognized foreign exchange dealers in the City of New York for the purchase of the aggregate amount of the judgment (as denominated in the Judgment Currency) on the Business Day preceding the date on which a final unappealable judgment is rendered, for settlement on such payment date, and at which the applicable dealer timely commits to execute a contract, and (b) the Company’s and the Guarantor’s obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or by any recovery pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt by the judgment creditor of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.

Section 1.15. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, Repayment Date or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Repayment Date or at Maturity; provided, that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Repayment Date or at Maturity, as the case may be.

ARTICLE 2
Security Forms

Section 2.01. Forms Generally. The Securities of each series shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as

may be required to comply with the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

The definitive Securities, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Section 2.02. Forms of Securities. Each Security shall be in one of the forms approved from time to time by or pursuant to any Board Resolution, or established in one or more indentures supplemental hereto. Prior to the delivery to the Trustee for authentication of any Security in any form approved by or pursuant to a Board Resolution, the Company shall deliver to the Trustee a copy of such Board Resolution, together with a true and correct copy of the form of Security which has been approved thereby, or, if a Board Resolution authorizes a specific officer or officers to approve a form of Security, together with a certificate of such officer or officers approving the form of Security attached thereto; provided, however, that with respect to all Securities issued pursuant to the same Board Resolution, the required copy of such Board Resolution, together with the appropriate attachment, need be delivered only once. Any form of Security approved by or pursuant to a Board Resolution must be acceptable as to form to the Trustee, such acceptance to be evidenced by the Trustee’s authentication of Securities in that form or by a certificate signed by a Responsible Officer of the Trustee and delivered to the Company.

Section 2.03. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, the global security representing such Securities may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges or increased to reflect the issuance of additional Securities. Any endorsement of a Security in global form to reflect the amount (or any increase or decrease in the amount) of Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or in the Authentication Order delivered to the Trustee pursuant to Section 3.03 hereof.

Section 2.04. Form of Trustee’s Certificate of Authentication. The form of Trustee’s Certificate of Authentication for any Security issued pursuant to this Indenture shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


	UNION BANK, N.A., as Trustee,
	By:
		Authorized Signatory

ARTICLE 3
The Securities

Section 3.01. General Title; General Limitations; Issuable in Series; Terms of Particular Series. The aggregate principal amount of Securities that may be authenticated, delivered, and Outstanding at any time under this Indenture is not limited.

The Securities may be issued in one or more series in such aggregate principal amount as may from time to time be authorized by the Board of Directors. All Securities of a series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the authentication and delivery or Scheduled Maturity Date thereof.

Each series of Securities shall be created either by or pursuant to one or more Board Resolutions or by one or more indentures supplemental hereto. Any such Board Resolution or supplemental indenture (or, in the case of a series of Securities created pursuant to a Board Resolution, any officer or officers authorized by such Board Resolution) shall establish the terms of any such series of Securities, including the following (as and to such extent as may be applicable):

(1) the title of such series;

(2) the limit, if any, upon the aggregate principal amount or issue price of the Securities of such series;

(3) the issue date or issue dates of the Securities of such series;

(4) the Scheduled Maturity Date of the Securities of such series;

(5) the place or places where the principal, premium, if any, interest, if any, and additional amounts, if any, payable with respect to the Securities of such series shall be payable;

(6) whether the Securities of such series will be issued at par or at a premium over or a discount from their face amount;

(7) the rate or rates (which may be fixed or variable) at which the Securities of such series shall bear interest, if any, and, if applicable, the method by which such rate or rates may be determined;

(8) the date or dates (or the method by which such date or dates may be determined) from which interest, if any, shall accrue, and the Interest Payment Dates on which such interest shall be payable;

(9) the rights, if any, to defer payments of interest on the Securities by extending the interest payment periods and the duration of such extension;

(10) the period or periods within which, the Redemption Price(s) or Repayment Price(s) at which, and any other terms and conditions upon which the Securities of such series may be redeemed or repaid, in whole or in part, by the Company;

(11) the obligation, if any, of the Company to redeem, repay, or purchase any of the Securities of such series pursuant to any sinking fund, mandatory redemption, purchase obligation, or analogous provision at the option of a Holder thereof, and the period or periods within which, the Redemption Price(s) or Repayment Price(s) or other price or prices at which, and any other terms and conditions upon which the Securities of such series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to such obligation;

(12) whether the Securities of such series are to be issued in whole or in part in global form and, if so, the identity of the Depositary for such global security and the terms and conditions, if any, upon which interests in the Securities represented by such global security may be exchanged, in whole or in part, for the individual Securities represented thereby (if other than as provided in Section 3.05);

(13) whether such Securities are Subordinated Securities and if so, the provisions for such subordination if other than the provisions set forth in Article 13;

(14) the denominations in which the Securities of such series will be issued (which may be any denomination as set forth in the terms of such Securities) if other than U.S.$1,000 or an integral multiple thereof;

(15) whether and under what circumstances additional amounts on the Securities of such series shall be payable in respect of any taxes, assessments, or other governmental charges withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;

(16) the basis upon which interest shall be calculated;

(17) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security for a definitive Security of such series) only upon receipt of certain certificates or other documents or upon satisfaction of other conditions, then the form and terms of such certificates, documents, and/or conditions;

(18) the exchange or conversion of the Securities of that series, whether or not at the option of the Holders thereof, for or into new Securities of a different series or for or into any other securities which may include shares of capital stock of the Company or any Subsidiary of the Company or securities directly or indirectly convertible into or exchangeable for any such shares or securities of entities unaffiliated with the Company or any Subsidiary of the Company;

(19) if other than U.S. dollars, the foreign or composite currency or currencies (each such currency a “Specified Currency”) in which the Securities of such series shall be denominated and in which payments of principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to such Securities shall or may be payable;

(20) if the principal, premium, if any, interest, if any, or additional amounts, if any, payable with respect to the Securities of such series are to be payable in any currency other than that in which the Securities are stated to be payable, whether at the election of the Company or of a Holder thereof, the period or periods within which, and the terms and conditions upon which, such election may be made;

(21) if the amount of any payment of principal, premium, if any, interest, if any, or other sum payable with respect to the Securities of such series may be determined by reference to the relative value of one or more Specified Currencies, commodities, securities, or instruments, the level of one or more financial or non- financial indices, or any other designated factors or formulas, the manner in which such amounts shall be determined;

(22) the exchange of Securities of such series, at the option of the Holders thereof, for other Securities of the same series of the same aggregate principal amount of a different authorized kind or different authorized denomination or denominations, or both;

(23) whether the Securities of such series will by guaranteed by any Person or Persons other than the Guarantor and, if so, the identity of such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;

(24) the appointment by the Trustee of an Authenticating Agent in one or more places other than the Corporate Trust Office of the Trustee, with power to act on behalf of the Trustee, and subject to its direction, in the authentication and delivery of the Securities of such series;

(25) any trustees, depositaries, paying agents, transfer agents, exchange agents, conversion agents, registrars, or other agents with respect to the Securities of such series if other than the Trustee, Paying Agent and Security Registrar named herein;

(26) the portion of the principal amount of Securities of such series, if other than the principal amount thereof, that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or provable in bankruptcy pursuant to Section 5.04;

(27) any Event of Default with respect to the Securities of such series, if not set forth herein, or any modification of any Event of Default set forth herein with respect to such series;

(28) any covenant solely for the benefit of the Securities of such series;

(29) the inapplicability of Sections 4.02 and 4.03 of this Indenture to the Securities of such series and if Section 4.03 is applicable, the covenants subject to Covenant Defeasance under Section 4.03; and

(30) any other terms not inconsistent with the provisions of this Indenture.

If all of the Securities issuable by or pursuant to any Board Resolution are not to be issued at one time, it shall not be necessary to deliver the Officers’ Certificate and Opinion of Counsel required by Section 3.03 hereof at the time of issuance of each such Security, but such Officers’ Certificate and Opinion of Counsel shall be delivered at or before the time of issuance of the first such Security.

If any series of Securities shall be established by action taken pursuant to any Board Resolution, the execution by the officer or officers authorized by such Board Resolution of an Authentication Order with respect to the first Security of such series to be issued, and the delivery of such Authentication Order to the Trustee at or before the time of issuance of the first Security of such series, shall constitute a sufficient record of such action. Except as otherwise permitted by Section 3.03, if all of the Securities of any such series are not to be issued at one time, the Company shall deliver an Authentication Order with respect to each subsequent issuance of Securities of such series, but such Authentication Orders may be executed by any authorized officer or officers of the Company, whether or not such officer or officers would have been authorized to establish such series pursuant to the aforementioned Board Resolution.

Unless otherwise provided by or pursuant to the Board Resolution or supplemental indenture creating such series (i) a series may be reopened for issuances of additional Securities of such series, provided that if the additional Securities of such series are not fungible with the Securities in such series for U.S. federal income tax purposes such additional Securities will have a separate CUSIP number and (ii) all Securities of the same series shall be substantially identical, except for the initial Interest Payment Date, issue price, initial interest accrual date and the amount of the first interest payment.

The form of the Securities of each series shall be established in a supplemental indenture or by or pursuant to the Board Resolution creating such series. The Securities of each series shall be distinguished from the Securities of each other series in such manner as the Board of Directors or its authorized representative or representatives may determine.

Unless otherwise provided with respect to Securities of a particular series, the Securities of any series may only be issuable in registered form, without coupons.

Section 3.02. Denominations and Currency. The Securities of each series shall be issuable in such denominations and currency as shall be provided in the provisions of this Indenture or by or pursuant to the Board Resolution or supplemental indenture creating such series. In the absence of any such provisions with respect to the Securities of any series, the Securities of that series shall be issuable only in fully registered form in denominations of U.S. $2,000 and integral multiples of U.S. $1,000 in excess thereof.

Section 3.03. Execution, Authentication and Delivery, and Dating. The Securities shall be executed on behalf of the Company by any two of the Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer, Executive Vice President and any Vice President of the Company and attested by its Secretary or any one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee.

Unless otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities to the Trustee for authentication, together with a Company Order for authentication and delivery (such Order an “Authentication Order”) with respect to such Securities, and the Trustee shall, upon receipt of such Authentication Order, in accordance with procedures acceptable to the Trustee set forth in the Authentication Order, and subject to the provisions hereof, authenticate and deliver such Securities to such recipients as may be specified from time to time pursuant to such Authentication Order. The material terms of such Securities shall be determinable by reference to such Authentication Order and procedures. If provided for in such procedures, such Authentication Order may authorize authentication and delivery of such Securities pursuant to oral instructions from the Company or its duly authorized agent, which instructions shall be promptly confirmed in writing. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to the provisions of Section 6.01 hereof) shall be fully protected in relying upon:

(1) an executed supplemental indenture, if any;

(2) an Officers’ Certificate, certifying as to the authorized form or forms and terms of such Securities; and

(3) an Opinion of Counsel, stating that:

(a) the form or forms and terms of such Securities have been established by and in conformity with the provisions of this Indenture; provided, that if all such Securities are not to be issued at the same time, such Opinion of Counsel may state that such terms will be established in conformity with the provisions of this Indenture, subject to any conditions specified in such Opinion of Counsel; and

(b) such Securities and the related Guarantee, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor, respectively, enforceable against the Company and the Guarantor, respectively, in accordance with their terms, subject to bankruptcy, insolvency, moratorium, reorganization, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity;

provided, however, that if all Securities issuable by or pursuant to a Board Resolution or supplemental indenture are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate or Opinion of Counsel otherwise required pursuant to this paragraph at or prior to the time of authentication of each such Security if such documents are delivered at or prior to the time of authentication upon original issuance of the first such Security to be

issued. After the original issuance of the first such Security to be issued, any separate request by the Company that the Trustee authenticate such Securities for original issuance will be deemed to be a certification by the Company that it is in compliance with all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Securities.

The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture.

If the Company shall establish pursuant to Section 3.01 that Securities of a series may be issued in whole or in part in global form, then the Company shall execute, and the Trustee shall (in accordance with this Section 3.03 and the Authentication Order with respect to such series) authenticate and deliver, one or more Securities in global form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of such series to be represented by such one or more Securities in global form, (ii) shall be registered, in the name of the Depositary for such Security or Securities in global form, or in the name of a nominee of such Depositary, (iii) shall be delivered to such Depositary or pursuant to such Depositary’s instruction, and (iv) shall bear a legend substantially as follows: “Unless and until it is exchanged in whole or in part for Securities in certificated form, this Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary, or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to Section 3.01 for a Security in global form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other applicable statute or regulation.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

Section 3.04. Temporary Securities. Pending the preparation of definitive Securities of any series, the Company may execute, and, upon receipt of the documents required by Sections 2.02, 3.01 and 3.03 hereof, together with an Authentication Order, the Trustee shall authenticate and deliver, temporary Securities of such series that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued in registered form, without coupons, and with such appropriate insertions, omissions, substitutions, and other variations as the officers executing such

Securities may determine, as evidenced by their execution of such Securities. In the case of Securities of any series for which a temporary Security may be issued in global form, such temporary global security shall represent all of the Outstanding Securities of such series and tenor.

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities of such series shall be exchangeable, at the Corporate Trust Office of the Trustee, or at such other office or agency as may be maintained by the Company in a Place of Payment pursuant to Section 10.02 hereof, for definitive Securities of such series having identical terms and provisions, upon surrender of the temporary Securities of such series, at the Company’s own expense and without charge to the Holder; and upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series in authorized denominations containing identical terms and provisions. Unless otherwise specified as contemplated by Section 3.01 with respect to a temporary Security in global form, until so exchanged, the temporary Securities of such series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

Section 3.05. Registration, Transfer and Exchange. With respect to the Securities of each series, the Trustee shall keep a register (herein sometimes referred to as the “Security Register”) which shall provide for the registration of Securities of such series, and for registration of transfers of Securities of such series, in accordance with information to be provided to the Trustee by the Company, subject to such reasonable regulations as the Trustee may prescribe. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the information contained in such register or registers shall be available for inspection, during normal business hours, at the Corporate Trust Office of the Trustee or at such other office or agency to be maintained by the Company pursuant to Section 10.02 hereof.

Upon due presentation for registration of transfer of any Security of any series at the Corporate Trust Office of the Trustee or at any other office or agency maintained by the Company with respect to that series pursuant to Section 10.02 hereof, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date.

Any other provision of this Section 3.05 notwithstanding, unless and until it is exchanged in whole or in part for the individual Securities represented

thereby, in definitive form, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary, or by a nominee of such Depositary to such Depositary or another nominee of such Depositary, or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

At the option of the Holder, Securities of any series may be exchanged for other Securities of such series of any authorized denominations, of like aggregate principal amount, tenor, terms and Scheduled Maturity Date, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Securityholder making the exchange is entitled to receive.

If at any time the Depositary for the Securities of a series represented by one or more Securities in global form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series, or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03 hereof, the Company, by Company Order, shall appoint a successor Depositary with respect to the Securities of such series. If a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election pursuant to Section 3.01 that such Securities be represented by one or more Securities in global form shall no longer be effective with respect to the Securities of such series and the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, in an aggregate principal amount, and of like terms and tenor, equal to the principal amount of the Security or Securities in global form representing such series, in exchange for such Security or Securities in global form.

The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that individual Securities of any series issued in global form shall no longer be represented by such Security or Securities in global form. In such event the Company will execute, and the Trustee, upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series and of the same terms and tenor, will authenticate and deliver Securities of such series in definitive form, in authorized denominations, and in aggregate principal amount equal to the principal amount of the Security or Securities in global form representing such series in exchange for such Security or Securities in global form.

If specified by the Company pursuant to Section 3.01 with respect to a series of Securities issued in global form, the Depositary for such series of Securities may surrender a Security in global form for such series of Securities in

exchange in whole or in part for Securities of such series in definitive form and of like terms and tenor on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of an Authentication Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, without service charge:

(a) to each Person specified by such Depositary, a new definitive Security or Securities of the same series and of the same tenor and terms, in authorized denominations, in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Security in global form; and

(b) to such Depositary, a new Security in global form in a denomination equal to the difference, if any, between the principal amount of the surrendered Security in global form and the aggregate principal amount of the definitive Securities delivered to Holders pursuant to clause (a) above.

Upon the exchange of a Security in global form for Securities in definitive form, such Security in global form shall be canceled by the Trustee or an agent of the Company or the Trustee. Securities issued in definitive form in exchange for a Security in global form pursuant to this Section 3.05 shall be registered in such names and in such authorized denominations as the Depositary for such Security in global form, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered or to the Depositary.

Whenever any securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Every Security presented or surrendered for registration of transfer, exchange, redemption or payment shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

Unless otherwise provided in the Security to be transferred or exchanged, no service charge shall be imposed for any registration of transfer or exchange of Securities, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities,

other than exchanges pursuant to Sections 3.04, 3.06, 9.06 and 11.07 hereof not involving any transfer.

The Company shall not be required to (i) issue, register the transfer of, or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of such series selected for redemption under Section 11.03 and ending at the close of business on the date of such mailing, or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part, except in the case of any Security to be redeemed in part, the portion thereof not to be redeemed.

Section 3.06. Mutilated, Destroyed, Lost and Stolen Securities. If (i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company may in its discretion execute and upon request of the Company the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of like tenor, terms, series, Scheduled Maturity Date, and principal amount, having the Guarantee noted therein, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 3.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section 3.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company and the Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series and Guarantee duly issued hereunder.

The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.07. Payment of Interest; Interest Rights Preserved. Interest on any Security which is payable and is punctually paid or duly provided for on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the applicable Record Date, notwithstanding any transfer or exchange of such Security subsequent to such Record Date and prior to such Interest Payment Date (unless such Interest Payment Date is also the date of Maturity of such Security).

The Company shall pay all Additional Interest, if any, in the same manner and on the same dates as interest at the stated rate in the Securities and in the amounts set forth in the Registration Rights Agreement. In the event the Company is required to pay Additional Interest, the Company shall provide written notice to the Trustee of the Company’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Company.

Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the applicable Record Date by virtue of his having been such Holder; and, except as hereinafter provided, such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or clause (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names any such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to the Holder of each such Security at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such

Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Interest on Securities of any series that bear interest may be paid by mailing a check to the address of the Person entitled thereto at such address as shall appear in the Securities Register for such series or by such other means as may be specified in the form of such Security.

Subject to the foregoing provisions of this Section 3.07 and the provisions of Section 3.05 hereof, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 3.08. Persons Deemed Owners. Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee may treat the Person in whose name any Security is registered on the applicable Record Date(s) as the owner of such Security for the purpose of receiving payment of principal, premium, if any, interest, if any (subject to Sections 3.05 and 3.07 hereof), and any additional amounts payable with respect to such Security, and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Authenticating Agent, any Paying Agent, the Security Registrar, or any co-Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests and each of them may act or refrain from acting without liability on any information relating to such records provided by the Depositary.

Section 3.09. Cancellation. All Securities surrendered for payment, redemption, registration of transfer, exchange, or credit against a sinking or analogous fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any

Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. Acquisition of such Securities by the Company shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 3.09, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities in accordance with its customary procedures and deliver a certificate of such disposition to the Company.

Section 3.10. Computation of Interest. Unless otherwise provided as contemplated in Section 3.01, interest on the Securities shall be calculated on the basis of a 360-day year of twelve 30-day months.

Section 3.11. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use the CUSIP or ISIN numbers, as the case may be, in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, as the case may be, either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities. The Company will promptly notify the Trustee in writing of any change in the CUSIP or ISIN number.

ARTICLE 4
Satisfaction and Discharge

Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to any series of Securities (except as to any surviving rights of conversion or transfer or exchange of Securities of such series expressly provided for herein or in the form of Security for such series), and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when

(a) either

(i) all Securities of that series theretofore authenticated and delivered (other than (A) Securities of such series which have been destroyed, lost, or stolen and which have been replaced or paid as provided in Section 3.06, and (B) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or

discharged from such trust, as provided in Section 4.07) have been delivered to the Trustee canceled or for cancellation; or

(ii) all such Securities of that series not theretofore delivered to the Trustee canceled or for cancellation

(A) have become due and payable, or

(B) will, in accordance with their Scheduled Maturity Date, become due and payable within one year, or

(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and, in any of the cases described in subparagraphs (A), (B), or(C) above, the Company has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, (x) an amount in money sufficient, (y) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money sufficient, or (z) a combination of (x) and (y) sufficient, in the opinion with respect to (y) and (z) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge the entire indebtedness on such Securities with respect to principal, premium, if any, and interest, if any, to the date of such deposit (in the case of Securities which have become due and payable), or to the Scheduled Maturity Date or Redemption Date, as the case may be; provided, however, that if such U.S. Government Obligations or Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire indebtedness referred to above if such issuer elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date, as the case may be. The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision; and

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Securities of such series; and

(c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Securities of such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Company under paragraph (a) of this Section 4.01 and its obligations to the Trustee with respect to that series under Section 6.07 shall survive, and the obligations of the Trustee under Sections 4.05, 4.07 and 10.03 shall survive.

Section 4.02. Discharge and Defeasance

The provisions of this Section 4.02 and Section 4.04 (insofar as relating to this Section) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In addition to discharge of this Indenture pursuant to Section 4.01, in the case of any series of Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), the Company shall be deemed to have paid and discharged the entire indebtedness with respect to all the Securities of such a series as provided in this Section 4.02 on and after the date the conditions set forth in Section 4.04 are satisfied, and the provisions of this Indenture with respect to the Securities of such series shall no longer be in effect (except as to (i) rights of registration of transfer and exchange of Securities of such series, (ii) substitution of mutilated, destroyed, lost or stolen Securities of such series, (iii) rights of Holders of Securities of such series to receive, solely from the trust fund described in subparagraph (a) of Section 4.04, payments of principal thereof, premium, if any, and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (iv) the rights, obligations, duties and immunities of the Trustee hereunder, (v) this Section 4.02 and Sections 4.07, 10.02 and 10.03 and (vi) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them) (hereinafter called “Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same.

Section 4.03. Covenant Defeasance.

The provisions of this Section 4.03 and Section 4.04 (insofar as relating to this Section) shall apply to the Securities of each series unless specifically otherwise provided in a Board Resolution or indenture supplemental hereto provided pursuant to Section 3.01. In the case of any series of Securities with respect to which the exact amount described in subparagraph (a) of Section 4.04 can be determined at the time of making the deposit referred to in such subparagraph (a), (i) the Company shall be released from its obligations under any covenants specified in or pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series (except as to (a) rights of registration of transfer and exchange of Securities of such series and rights under Sections 4.07, 10.02 and 10.03, (b) substitution of mutilated, destroyed, lost or stolen Securities

of such series, (c) rights of Holders of Securities of such series to receive, from the Company pursuant to Section 10.01, payments of principal thereof and interest, if any, thereon upon the original stated due dates or upon the Redemption Dates therefor (but not upon acceleration), and remaining rights of the Holders of Securities of such series to receive mandatory sinking fund payments, if any, (d) the rights, obligations, duties and immunities of the Trustee hereunder and (e) the rights of the Holders of Securities of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and (ii) the occurrence of any event specified in Section 5.01(d) (with respect to any of the covenants specified in or pursuant to Section 3.01 as being subject to Covenant Defeasance with respect to such series) shall be deemed not to be or result in a default or an Event of Default, in each case with respect to the Outstanding Securities of such series as provided in this Section 4.03 on and after the date the conditions set forth in Section 4.04 are satisfied (hereinafter called “Covenant Defeasance”), and the Trustee at the cost and expense of the Company, shall execute proper instruments acknowledging the same. For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant (to the extent so specified in the case of Section 5.01(d)), whether directly or indirectly by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, but the remainder of this Indenture and the Securities of such series shall be unaffected thereby.

Section 4.04. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Sections 4.02 or 4.03 to the Outstanding Securities:

(a) with reference to Sections 4.02 or 4.03, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of Securities of such series (i) money in an amount, or (ii) U.S. Government Obligations or Equivalent Government Securities which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal (including mandatory sinking fund payments) of, premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest, premium or principal are due, including upon redemption; provided, however, that if such U.S. Government Obligations and Equivalent Government Securities are callable or redeemable at the option of the issuer thereof, the amount of such money, U.S. Government Obligations, and/or Equivalent Government Securities deposited with the Trustee must be sufficient to pay and discharge the entire

indebtedness referred to above if the issuer of any such U.S. Government Obligations or Equivalent Government Securities elects to exercise such call or redemption provisions at any time prior to the Scheduled Maturity Date or Redemption Date of such Securities, as the case may be. The Company, but not the Trustee, shall be responsible for monitoring any such call or redemption provision.

(b) in the case of Defeasance under Section 4.02, the Company has delivered to the Trustee an Opinion of Counsel based on the fact that (x) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date hereof, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, Defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, Defeasance and discharge had not occurred;

(c) in the case of Covenant Defeasance under Section 4.03, the Company has delivered to the Trustee an Opinion of Counsel to the effect that, and such opinion shall confirm that, the Holders of the Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit and Covenant Defeasance had not occurred;

(d) no Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit, after giving effect to such deposit or, in the case of a Defeasance under Section 4.02, no Event of Default specified in Sections 5.01(e) or 5.01(f) shall have occurred, at any time during the period ending on the 91st day after the date of such deposit or, if longer, ending on the day following the expiration of the longest preference period applicable to the Company in respect of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period);

(e) such Defeasance or Covenant Defeasance will not cause the Trustee to have a conflicting interest within the meaning of the TIA, assuming all Securities of a series were in default within the meaning of the TIA;

(f) such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument to which the Company is a party or by which it is bound;

(g) such Defeasance or Covenant Defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning

of the Investment Company Act of 1940, as amended (the “Investment Company Act”), unless the trust is registered under the Investment Company Act or exempt from registration;

(h) If the Securities of such series are to be redeemed prior to their Stated Maturity Date (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made; and

(i) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to such Defeasance or Covenant Defeasance, as the case may be, have been complied with.

Section 4.05. Application of Trust Money; Excess Funds. All money and U.S. Government Obligations or Equivalent Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Sections 4.01 or 4.04 hereof shall be held in trust and applied by it, in accordance with the provisions of this Indenture and of the series of Securities in respect of which it was deposited, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent), as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations or Equivalent Government Securities deposited pursuant to Sections 4.01 or 4.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Securities.

Anything in this Article 4 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Governmental Obligations or Equivalent Government Securities held by it as provided in Sections 4.01 or 4.04 which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, (which may be the opinion delivered under Sections 4.01 or 4.04, as applicable), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent satisfaction and discharge, Covenant Defeasance or Defeasance of the applicable series.

Section 4.06. Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent of the Securities (other than the Trustee) shall, upon demand of the Company, be repaid

to it or paid to the Trustee, and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

Section 4.07. Return of Unclaimed Amounts. Any amounts deposited with or paid to the Trustee or any Paying Agent or then held by the Company, in trust for payment of the principal of, premium, if any, or interest, if any, on the Securities and not applied but remaining unclaimed by the Holders of such Securities for two years after the date upon which the principal of, premium, if any, or interest, if any, on such Securities, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on Company Request or (if then held by the Company) shall be discharged from such trust; and the Holder of any of such Securities shall thereafter look only to the Company for any payment which such Holder may be entitled to collect (until such time as such unclaimed amounts shall escheat, if at all, to the State of New York) and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease. Notwithstanding the foregoing, the Trustee or Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once a week for two successive weeks (in each case on any day of the week) in a newspaper printed in the English language and customarily published at least once a day at least five days in each calendar week and of general circulation in the Borough of Manhattan, in the City and State of New York, a notice that said amounts have not been so applied and that after a date named therein any unclaimed balance of said amounts then remaining will be promptly returned to the Company.

Section 4.08. Reinstatement. If the Trustee is unable to apply any money in accordance with Section 4.04(a) by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 4.04(a) until such time as the Trustee is permitted to apply all such money in accordance with Section 4.04(a); provided, however, that if the Company makes any payment of principal of (and premium, if any) or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of the Securities of such series to receive such payment from the money held by the Trustee.

ARTICLE 5
Remedies

Section 5.01. Events of Default. “Event of Default”, wherever used herein, means with respect to any series of Securities any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any

judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless such event is either inapplicable to a particular series or it is specifically deleted or modified in the manner contemplated by Section 3.01:

(a) default in the payment of any interest or Additional Interest (as required by the Registration Rights Agreement) on any Security of such series when it becomes due and payable, and continuance of such default for a period of 30 days or more; or

(b) default in the payment of the principal amount of (or premium, if any, on) any Security of such series as and when the same shall become due, either at Maturity, upon redemption, by declaration, or otherwise; or

(c) default in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of such series and continuance of such default for a period of 30 days or more; or

(d) default in the performance or breach of any covenant or warranty of the Company or the Guarantor in this Indenture in respect of the Securities of such series (other than a covenant in respect of the Securities of such series a default in the performance of which or the breach of which is specifically dealt with in (a), (b) or (c) above), and continuance of such default or breach for a period of 90 days after or more there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in the aggregate principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(e) the entry of an order for relief against the Company or the Guarantor under the Federal Bankruptcy Act by a court having jurisdiction in the premises or a decree or order by a court having jurisdiction in the premises adjudging the Company or the Guarantor a bankrupt or insolvent under any other applicable Federal or State law, or the entry of a decree or order approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantor under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Guarantor or of any substantial part of the property of the Company or the Guarantor, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or

(f) the consent by the Company or the Guarantor to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy

Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Guarantor or of any substantial part of the property of the Company or the Guarantor, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or the Guarantor in furtherance of any such action;

(g) except as otherwise provided herein, the Guarantee of the Guarantor ceases to be in full force and effect or is declared to be null and void and unenforceable or the Guarantee is found to be invalid or the Guarantor denies its liability under the Guarantee (other than by reason of release of such Guarantee in accordance with the terms of this Indenture); or

(h) any other Event of Default provided for with respect to the Securities of such series in accordance with Section 3.01.

A default under any indebtedness of the Company other than the Securities will not constitute an Event of Default under this Indenture, and a default under one series of Securities will not constitute a default under any other series of Securities.

The Trustee shall not be charged with Knowledge of any Event of Default or Knowledge of any cure of any Event of Default unless either (i) a Responsible Oficer of the Trustee has actual knowledge of such Event of Default or such cure or (ii) written notice of such Event of Default have been given to a Responsible Officer by the Company, the Guarantor or any Holder.

Section 5.02. Acceleration of Maturity; Rescission, and Annulment. If any Event of Default described in Section 5.01 above (other than Event of Default described in Sections 5.01(e) and 5.01(f)) shall have occurred and be continuing with respect to any series, then and in each and every such case, unless the principal of all the Securities of such series shall have already become due and payable, either the Trustee or the Holders of not less than 25% (or such other percentage provided for in accordance with Section 3.01) in aggregate principal amount of the Securities of such series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal amount (or, if the Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of such series and any and all accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, any provision of this Indenture or the Securities of such series to the contrary notwithstanding. If an Event of Default specified in Sections 5.01(e) or 5.01(f) occurs, the principal amount of the Securities of such series and any and all accrued interest thereon shall immediately become and be due and payable without any declaration or

other act on the party of the Trustee or any Holder. No declaration of acceleration by the Trustee with respect to any series of Securities shall constitute a declaration of acceleration by the Trustee with respect to any other series of Securities, and no declaration of acceleration by the Holders of at least 25% (or such other percentage provided for in accordance with Section 3.01) in aggregate principal amount of the Outstanding Securities of any series shall constitute a declaration of acceleration or other action by any of the Holders of any other series of Securities, in each case whether or not the Event of Default on which such declaration is based shall have occurred and be continuing with respect to more than one series of Securities, and whether or not any Holders of the Securities of any such affected series shall also be Holders of Securities of any other such affected series.

At any time after such a declaration of acceleration has been made with respect to the Securities of any series and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article 5, the Holders of not less than a majority (or such other percentage provided for in accordance with Section 3.01) in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default with respect to such series of Securities, other than the nonpayment of the principal of the Securities of such series which have become due solely by such acceleration, have been cured or waived as provided in Section 5.13, if such cure or waiver does not conflict with any judgment or decree set forth in Sections 5.01(e) and 5.01(f) and if all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel have been paid.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:

(a) default is made in the payment of any installment of interest on any Security of any series when such interest becomes due and payable, or

(b) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or

(c) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes due by the terms of the Securities of any series, and

(d) any such default continues for any period of grace provided in relation to such default pursuant to Section 5.01,

then, with respect to the Securities of such series, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holder of any such Security (or the Holders of any such series in the case of clause (c) above), the whole amount then due and payable on any such Security (or on the Securities of any such series in the case of clause (c) above) for principal (and premium, if any) and interest, if any, with interest (to the extent that payment of such interest shall be legally enforceable) upon the overdue principal (and premium, if any) and upon overdue installments of interest, if any, at such rate or rates as may be prescribed therefor by the terms of any such Security (or of Securities of any such series in the case of clause (c) above); and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under Section 6.07.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon the Securities of such series and collect the money adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Securities, wherever situated.

If an Event of Default with respect to any series of Securities occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise,

(a) to file and prove a claim for the whole amount of principal (or, with respect to Original Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities), premium, if any, and interest, if any, owing and unpaid in respect of the Securities, and to file such other papers or documents as may be necessary and advisable in order to have the claims of the

Trustee (including any claim for the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents and counsel, and all other amounts due the Trustee under Section 6.07) and of the Securityholders allowed in such judicial proceedings, and

(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Securityholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.

Section 5.05. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities, of the series in respect of which such judgment has been recovered.

Section 5.06. Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities pursuant to this Article 5 shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal, premium, if any, or interest, if any, upon presentation of the Securities of such series and the notation thereon of the payment, if only partially paid, and upon surrender thereof, if fully paid:

First: To the payment of all amounts due the Trustee under Section 6.07 hereof.

Second: To the payment of the amounts then due and unpaid upon the Securities of that series for principal, premium, if any, interest, if any, and additional amounts, if any, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind.

Section 5.07. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Securities of such series;

(b) the Holders of not less than 25% (or such other percentage provided for in accordance with Section 3.01) in principal amount of the Outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(c) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for 60 days after its receipt of such notice, request, and offer of indemnity has failed to institute any such proceeding; and

(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series; it being understood and intended that no one or more Holders of Securities of such series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all Securities of such series.

Section 5.08. Unconditional Right of Securityholders to Receive Principal, Premium, and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal, premium, if any, and (subject to Section 3.07) interest, if any, (and additional amounts, if any) on such Security on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on the Redemption Date or Repayment Date, as the case may be) and to institute suit for the enforcement of any such payment on or after such respective date, and such right shall not be impaired or affected without the consent of such Holder.

Section 5.09. Restoration of Rights and Remedies. If the Trustee or any Securityholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, then and in every such case the Company, the Trustee and Securityholders

shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Securityholders shall continue as though no such proceeding had been instituted.

Section 5.10. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Securityholders is intended to be exclusive of any other right or remedy, and every right or remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Security to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 5 or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Securityholders, as the case may be.

Section 5.12. Control by Securityholders. The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided, that:

(a) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, determines that the action so directed may not lawfully be taken or would conflict with this Indenture or if the Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would involve it in personal liability or be unjustly prejudicial to the Holders not taking part in such direction, and

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 5.13. Waiver of Past Defaults. The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may, on behalf of the Holders of all the Securities of such series, waive any past default hereunder with respect to such series and its consequences, except a default not theretofore cured:

(a) in the payment of principal, premium, if any, or interest, if any, on any Security of such series, or in the payment of any sinking or purchase fund or analogous obligation with respect to the Securities of such series, or

(b) in respect of a covenant or provision in this Indenture which, under Article 9 hereof, cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder or group of Securityholders holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series to which the suit relates, or to any suit instituted by any Securityholder for the enforcement of the payment of principal, premium, if any, or interest, if any, on any Security on or after the respective payment dates expressed in such Security (or, in the case of redemption or repayment, on or after the Redemption Date or Repayment Date).

Section 5.15. Waiver of Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law (other than any bankruptcy law) wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 6
The Trustee

Section 6.01. Certain Duties and Responsibilities of Trustee. (a) Except during the continuance of an Event of Default with respect to any series of Securities,

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture with respect to the Securities of such series, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) In case an Event of Default with respect to any series of Securities has occurred and is continuing, the Trustee shall exercise, with respect to the Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section 6.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in principal amount of the Outstanding Securities of any series relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee with respect to the Securities of such series, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 6.01.

Section 6.02. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Securities of any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal, premium, if any, or interest, if any, on any Security of such series or in the payment of any sinking or purchase fund installment or analogous obligation with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Securityholders of such series and; provided, further, that, in the case of any default of the character specified in Section 5.01(d) with respect to Securities of such series, no such notice to Securityholders of such series shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 6.02, the term “default”, with respect to Securities of any series, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.03. Certain Rights of Trustee. Except as otherwise provided in Section 6.01 above:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request, direction or order of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d) the Trustee may consult with counsel and any Opinion of Counsel shall be a full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Securityholders pursuant to this Indenture, unless such Securityholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the permissive rights of the Trustee enumerated herein shall not be construed as duties;

(i) the Trustee may request that Company deliver an Officers’ Certificate setting forth the name of the individuals and/or titles of Officers authorized at such time to take specific actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such Officers’ Certificate previously delivered and not superseded;

(j) in no event shall the Trustee be liable, directly or indirectly, for any special, indirect or consequential damages, even if the Trustee has been advised of the possibility of such damages; and

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

Section 6.04. Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantee. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 6.05. May Hold Securities. The Trustee or any Paying Agent, Security Registrar, or other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13 hereof, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar, or such other agent.

Section 6.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 6.07. Compensation and Reimbursement. The Company covenants and agrees:

(a) to pay the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(c) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Sections 5.01(e) and 5.01(f) above, such expenses (including the reasonable charges and expenses of its counsel) and compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency, reorganization, or other similar law.

The Trustee shall have a lien prior to the Securities upon all property and funds held or collected by it as such for any amount owing to it or any predecessor Trustee pursuant to this Section 6.07, except with respect to funds held in trust for the benefit of the Holders of particular Securities.

The provisions of this Section 6.07 shall survive the resignation or removal of the Trustee and the satisfaction and discharge of this Indenture.

Section 6.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such interest or resign as Trustee with respect to one or more series of Securities, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series of Securities that shall be a corporation organized and doing business under the laws of the United States of America or of any State or Territory thereof or of the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, and subject to supervision or examination by Federal or State authority, if there be such a corporation willing to act as Trustee on customary and usual terms. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section 6.09, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 6.

Section 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article 6 shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11.

(b) The Trustee may resign with respect to any one or more series of Securities at any time by giving at least 60 days’ written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities of that series, delivered to the Trustee and to the Company.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 6.08 above with respect to any series of Securities after written request therefor by the

Company or by any Securityholder who has been a bona fide Holder of a Security of that series for at least six months, or

(ii) the Trustee shall cease to be eligible under Section 6.09 above with respect to any series of Securities and shall fail to resign after written request therefor by the Company or by any such Securityholder, or

(iii) the Trustee shall become incapable of acting with respect to any series of Securities, or

(iv) the Trustee shall be adjudged as bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case (A) the Company may remove the Trustee, with respect to the series or, in the case of clause (iv), with respect to all series, or (B) subject to Section 5.14, any Securityholder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series or, in the case of clause (iv), with respect to all series.

(e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of Securities, or if a vacancy shall occur in the office of Trustee with respect to any series of Securities for any cause, the Company shall promptly appoint a successor Trustee for that series of Securities. If, within one year after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such series of Securities shall be appointed by Act of the Holders of 66 2/3% in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to such series and supersede the successor Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter provided, any Securityholder who has been bona fide Holder of a Security of that series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series.

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to any series and each appointment of a successor Trustee with respect to any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses appear in the Security Register. Each notice

shall include the name of the successor Trustee and the address of its principal Corporate Trust Office.

Section 6.11. Acceptance of Appointment by Successor. Every successor Trustee appointed hereunder with respect to all series of Securities shall execute, acknowledge and deliver to the Company and to the predecessor Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the predecessor Trustee with respect to any such series; but, on request of the Company or the successor Trustee, such predecessor Trustee shall, upon payment of its reasonable charges, if any, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the predecessor Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such predecessor Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the predecessor Trustee and each successor Trustee with respect to the Securities of any applicable series shall execute and deliver an indenture supplemental hereto which (1) shall contain such provisions as shall be deemed necessary or desirable to transfer and to conform to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the appointment of such successor Trustee relates and (2) if the predecessor Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Trustee with respect to the Securities of any series as to which the predecessor Trustee is not being succeeded shall continue to be vested in the predecessor Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; and, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible with respect to that series under this Article 6.

Section 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided, that such corporation shall be otherwise qualified and eligible under this Article 6, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor Trustee by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 6.13. Preferential Collection of Claims Against Company. If and when the Trustee shall be or shall become a creditor, of the Company (or of any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or against any such other obligor, as the case may be).

Section 6.14. Appointment of Authenticating Agent. At any time when any of the Securities remain Outstanding the Trustee, with the approval of the Company, may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and, if other than the Company itself, subject to supervision or

examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.14, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided, that such corporation shall be otherwise eligible under this Section 6.14, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and, if other than the Company, to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and, if other than the Company, to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, the Trustee, with the approval of the Company, may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 6.14.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 6.14.

If an appointment with respect to one or more series is made pursuant to this Section 6.14, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.


	UNION BANK, N.A., as Trustee
	By:
		As Authenticating Agent

	By:
		Authorized Signatory

ARTICLE 7

Securityholders’ Lists and Reports by Trustee and Company

Section 7.01. Company to Furnish Trustee Names and Addresses of Securityholders. The Company will furnish or cause to be furnished to the Trustee:

(a) semiannually, not more than 15 days after January 1 and July 1, respectively in each year, in such form as the Trustee may reasonably require, a list of the names and addresses of the Holders of Securities of each series as of such date, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, that if the Trustee shall be the Security Registrar for such series, such list shall not be required to be furnished.

Section 7.02. Preservation of Information; Communications to Securityholders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Securities contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Securities received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b) If three or more Holders of Securities of any series (hereinafter referred to as “applicants”) apply in writing to the Trustee, and furnish to the Trustee reasonable proof that each such applicant has owned a Security of such series for a period of at least six months preceding the date of such application, and such application states that the applicants desire to communicate with other Holders of Securities of such series or with the Holders of all Securities with respect to their rights under this Indenture or under such Securities and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt of such application, at its election, either:

(i) afford such applicants access to the information preserved at the time by the Trustee in accordance with Section 7.02(a), or

(ii) inform such applicants as to the approximate number of Holders of Securities of such series or all Securities, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), and as to the approximate cost of mailing to such Securityholders the form of proxy or other communication, if any, specified in such application.

If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of a Security of such series or to all Securityholders, as the case may be, whose names and addresses appear in the information preserved at the time by the Trustee in accordance with Section 7.02(a), a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of mailing, unless within five days after such tender, the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders of Securities of such series or all Securityholders, as the case may be, or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Securityholders of such series or all Securityholders, as the case may be, with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application.

(c) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders of Securities in accordance with Section 7.02(b), regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 7.02(b).

Section 7.03. Reports by Trustee. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust

Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to each Holder, as provided in the Trust Indenture Act Section 313(c), a brief report dated as of such May 15, which complies with the provisions of such Section 313(a).

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company as required by the Trust Indenture Act Section 313(d). The Company will promptly notify the Trustee when any Securities are listed on any stock exchange.

Section 7.04. Reports by Company. The Company will:

(a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(c) transmit by mail to all Securityholders, as their names and addresses appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section 7.04 as may be required by rules and regulations prescribed from time to time by the Commission.

(d) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates)

ARTICLE 8
Consolidation, Merger, Conveyance or Transfer

Section 8.01. Company May Consolidate, etc., Only on Certain Terms. The Company shall not consolidate with or merge with or into any other corporation or convey or transfer all or substantially all of its properties and assets to any Person, unless:

(a) either the Company shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer all or substantially all of the properties and assets of the Company shall be a corporation organized and validly existing under the laws of any State of the the United States of America or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal, premium, if any, and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction, no Event of Default, default or other event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and

(c) the Company has delivered to the Trustee an Opinion of Counsel as conclusive evidence stating that any such consolidation, merger, conveyance or transfer and such supplemental indenture, if any, and any assumption permitted or required by this Article 8 complies with the provisions of this Article 8. The Trustee shall be entitled to conclusively rely on and shall accept such Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in this clause (c), in which event it shall be conclusive and binding on the Holders.

Section 8.02. Successor Corporation Substituted. Upon any consolidation or merger, or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company in accordance with Section 8.01, the successor corporation formed by such consolidation or into which the Company is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein and the Company shall thereupon be released from all obligations hereunder and under the Securities. Such successor corporation thereupon may cause to be signed and may issue any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor corporation, instead of the Company, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been

signed and delivered by the officers of the Company to the Trustee for authentication, and any Securities which such successor corporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. All of the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities had been issued at the date of the execution hereof.

In case of any such consolidation, merger, sale or conveyance such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.

ARTICLE 9
Supplemental Indentures

Section 9.01. Supplemental Indentures Without Consent of Securityholders. Without the consent of the Holders of any Securities, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof), in form satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by any such successor of the covenants, agreements and obligations of the Company pursuant to Article 8 hereof; or

(b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the Holders of the Securities of any or all series as the Company and the Trustee shall consider to be for the protection of the Holders of the Securities of any or all series or to surrender any right or power herein conferred upon the Company (and if such covenants or the surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series); or

(c) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture that do not adversely affect the interests of the Holders of Securities of any series in any material respect; or

(d) to add to this Indenture such provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of the TIA as in effect at the date as of which this instrument is

executed or any corresponding provision in any similar federal statute hereafter enacted; or

(e) to add guarantors or co-obligors with respect to any series of Securities; or

(f) to secure any series of Securities; or

(g) to establish any form of Security, as provided in Article 2 hereof, and to provide for the issuance of any series of Securities, as provided in Article 3 hereof, and to set forth the terms thereof, and/or to add to the rights of the Holders of the Securities of any series; or

(h) to evidence and provide for the acceptance of appointment by another corporation as a successor Trustee hereunder with respect to one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to Section 6.11 hereof; or

(i) to add any additional Events of Default in respect of the Securities of any or all series (and if such additional Events of Default are to be in respect of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of one or more specified series); or

(j) to comply with the requirements of the Commission in connection with the qualification of this Indenture under the TIA; or

(k) to make any change in any series of Securities that does not adversely affect in any material respect the interests of the Holders of such Securities.

Section 9.02. Supplemental Indentures With Consent of Securityholders. With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture or indentures, by Act of said Holders delivered to the Company and the Trustee, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Securities of each such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby:

(a) change the Scheduled Maturity Date or the stated payment date of any payment of premium or interest payable on any Security, or reduce the principal amount thereof, or any amount of interest or premium payable thereon, or

(b) change the method of computing the amount of principal of any Security or any interest payable thereon on any date, or change any Place of Payment where, or the coin or currency in which, any Security or any payment of premium or interest thereon is payable, or

(c) impair the right to institute suit for the enforcement of any payment described in clauses (a) or (b) on or after the same shall become due and payable, whether at Maturity or, in the case of redemption or repayment, on or after the Redemption Date or the Repayment Date, as the case may be; or

(d) change or waive the redemption or repayment provisions of any series;

(e) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences, provided for in this Indenture; or

(f) modify any of the provisions of this Section 9.02 or Sections 5.13 or 10.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Sections 9.02 and Section 10.06, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.01(h); or

(g) adversely affect the ranking or priority of any series;

(h) release any guarantor or co-obligor from any of its obligations under its guarantee of the Securities or this Indenture, except in compliance with the terms of this Indenture;

(i) modify the terms of the Guarantee in a manner adverse to the Holders of Securities of a series; or

(j) waive any Event of Default pursuant to Sections 5.01(a), 5.01(b) or 5.01(c) hereof with respect to such Security.

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities, or that modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Securityholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.03. Execution of Supplemental Indentures. Upon request of the Company and upon filing with the Trustee of evidence of an Act of Securityholders as aforementioned, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, powers, trusts, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article 9 or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.

Section 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be and be deemed to be modified and amended in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and the respective rights, limitation of rights, duties, powers, trusts and immunities under this Indenture of the Trustee, the Company, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be determined, exercised and enforced thereunder to the extent provided therein.

Section 9.05. Conformity With the Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform to the requirements of the TIA as then in effect.

Section 9.06. Reference in Securities to Supplemental Indentures. Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Company, to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities.

ARTICLE 10
Covenants

Section 10.01. Payment of Principal, Premium and Interest. With respect to each series of Securities, the Company will duly and punctually pay or cause to be paid the principal, premium, if any, and interest, if any, on such Securities in accordance with their terms and this Indenture, and will duly comply with all the other terms, agreements and conditions contained in the Indenture for the benefit of the Securities of such series. The Company shall pay all Additional Interest, if any, in the same manner and on the same dates as interest at the stated rate in the Securities and in the amounts set forth in the Registration Rights Agreement.

Section 10.02. Maintenance of Office or Agency. So long as any of the Securities remain outstanding, the Company will maintain an office or agency in each Place of Payment where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Company shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee and its agent to receive all such presentations, surrenders, notices and demands.

Section 10.03. Money or Security Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent for any series of Securities, it will, on or before each due date of the principal, premium, if any, or interest, if any, on any of the Securities of such series, segregate and hold in trust for the benefit of the Holders of the Securities of such series a sum sufficient to pay such principal, premium, or interest so becoming due until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal, premium, if any, or interest, if any, on any Securities of such series, deposit with a Paying Agent a sum sufficient to pay such principal, premium, or interest so becoming due, such sum to be held in trust for the benefit of the Holders of the Securities entitled to the same and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent other than the Trustee for any series of Securities to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 10.03, that such Paying Agent will:

(a) hold all sums held by it for the payment of principal, premium, if any, or interest, if any, on Securities of such series in trust for the benefit of the Holders of the Securities entitled thereto until such sums shall be paid to such Holders of such Securities or otherwise disposed of as herein provided;

(b) give the Trustee notice of any default by the Company (or any other obligor upon the Securities of such series) in the making of any such payment of principal, premium, if any, or interest, if any, on the Securities of such series; and

(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may, at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture with respect to any series of Securities or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent in respect of each and every series of Securities as to which it seeks to discharge this Indenture or, if for any other purpose, all sums so held in trust by the Company in respect of all Securities, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Section 10.04. Certificate to Trustee. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company (beginning in 2012), an Officers’ Certificate, one of whose signatories shall be the Company’s principal executive, accounting or financial officer, stating that in the course of the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default by the Company in the performance of any of its covenants, conditions or agreements contained herein (without regard to any period of grace or requirement of notice provided hereunder), stating whether or not they have knowledge of any such default and, if so, specifying each such default of which the signers have knowledge and the nature thereof.

Section 10.05. Corporate Existence. Subject to Article 8 the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 10.06. Waiver of Certain Covenants. The Company may omit in respect of any series of Securities, in any particular instance, to comply with any covenant or condition set forth in Section 10.07 or 10.08, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Securities at the time Outstanding of such series shall, by Act of such Securityholders, either waive such compliance in such instance or generally waive compliance with such covenant or condition; provided, that no waiver by the

Holders of the Securities of such series shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

Section 10.07. Limitation on Liens. Unless otherwise provided in a particular series of Securities, so long as any of the senior Securities shall be Outstanding, neither the Company nor any Restricted Subsidiary of the Company will incur, suffer to exist, or guarantee any Debt, secured by a mortgage, pledge or lien (a “Lien”) on any Principal Property or on any shares of stock of (or other interests in) any Restricted Subsidiary of the Company unless the Company or such first mentioned Restricted Subsidiary secures or the Company causes such Restricted Subsidiary to secure the senior Securities (and any other Debt of the Company or such Restricted Subsidiary, at the option of the Company or such Restricted Subsidiary, as the case may be, not subordinate to the senior Securities), equally and ratably with (or prior to) such secured Debt, for so long as such secured Debt shall be so secured. This restriction will not, however, apply to Debt secured by:

(a) Liens existing prior to the issuance of the applicable senior Securities hereunder;

(b) Liens on property of or shares of stock of (or other interests in) or debt of any Entity existing at the time such Entity becomes a Restricted Subsidiary of the Company;

(c) Liens on property of or shares of stock of (or other interests in) or debt of any Entity existing at the time of acquisition thereof (including acquisition through merger or consolidation);

(d) Liens on property of or shares of stock of (or other interests in) or debt of any Entity securing the payment of all or any part of the purchase price of any property or shares of stock of (or other interests in) any Entity or the cost of construction of such property (or additions, repairs, alterations, or improvements thereto),

(e) Liens on property of or shares of stock of (or other interests in) or debt of any Entity securing indebtedness incurred to finance all or any part of the purchase price of any property or shares of stock of (or other interests in) any Entity or the cost of construction of such property (or additions, repairs, alterations or improvements thereto), provided that such Lien and the indebtedness secured thereby are incurred prior to, at the time of, or within 180 days after the later of the acquisition, the completion of construction (or addition, repair, alteration or improvement) or the commencement of full operation of such property or within 180 days after the acquisition of such shares (or other interests);

(f) Liens in favor of the Company or any of its Restricted Subsidiaries;

(g) Liens in favor of, or required by contracts with, governmental entities; or

(h) any extension, renewal, or refunding referred to in any of the preceding clauses (a) through (g).

Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may incur, suffer to exist or guarantee any Debt secured by a Lien on any Principal Property or on any shares of stock of (or other interests in) any Restricted Subsidiary of the Company if, after giving effect thereto, and together with the value of Attributable Debt outstanding pursuant to Section 10.08(b), the aggregate amount of such Debt does not exceed 15% of Consolidated Net Tangible Assets of the Company.

The transfer of a Principal Property to an Unrestricted Subsidiary or the change in designation of a Subsidiary which owns a Principal Property from Restricted Subsidiary to Unrestricted Subsidiary shall not be restricted except as set forth herein.

Section 10.08. Limitation on Sale and Lease-Back Transactions. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, sell or transfer, directly or indirectly, except to the Company or a Restricted Subsidiary of the Company, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of all or substantial part of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided; that, notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may sell a Principal Property (as such term is defined with respect to the Company) and lease it back for a period longer than three years (i) if the Company or such Restricted Subsidiary would be entitled, pursuant to Section 10.07, to create a Lien on the property to be leased securing Debt in an amount equal to the Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the Outstanding Securities or (ii) if (A) the net proceeds of such sale and lease-back transactions are at least equal to the fair value (as determined by a Board Resolution) of such property and (B) the Company causes an amount equal to the net proceeds of such sale and lease-back transactions to be applied within 180 days of such sale and lease-back transaction to any (or a combination) of (i) the prepayment or retirement of the Outstanding Securities, (ii) the prepayment or retirement (other than any mandatory retirement, mandatory prepayment or sinking fund payment or by payment at maturity) of other Debt of the Company or its Restricted Subsidiaries (other than Debt that is subordinated to the Outstanding Securities or Debt owed to the Company or one of its Restricted Subsidiaries) that matures more than 12 months after its creation or matures less than 12 months after its creation but by its terms being renewable or extendible, at the option of the obligor in respect

thereof, beyond 12 months from its creation or (iii) the purchase, construction, development, expansion or improvement of other comparable property.

(b) Notwithstanding Section 10.08(a), the Company or any Restricted Subsidiary of the Company may enter into sale and lease-back transactions in addition to those permitted by Section 10.08(a), and without any obligation to retire any outstanding Debt or to any purchase property or assets; provided, that at the time of entering into such sale and lease-back transactions and after giving effect thereto, the Attributable Debt with respect to such transaction, together with all Debt outstanding pursuant to the second paragraph of Section 10.07, without duplication, does not exceed 15% of Consolidated Net Tangible Assets of the Company.

Article 11
Redemption of Securities

Section 11.01. Applicability of Article. The Company may reserve the right to redeem and pay before the Scheduled Maturity Date all or any part of the Securities of any series, either by optional redemption, sinking or purchase fund or analogous obligation or otherwise, by provision therefor in the form of Security for such series established and approved pursuant to Sections 2.02 and 2.03 or as otherwise provided in Section 3.01, and on such terms as are specified in such form or in the indenture supplemental hereto with respect to Securities of such series as provided in Section 3.01. Redemption of Securities of any series shall be made in accordance with the terms of such Securities and, to the extent that this Article 11 does not conflict with such terms, the succeeding Sections of this Article 11.

Section 11.02. Election to Redeem; Notice to Trustee. In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee) notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction or condition.

Section 11.03. Selection by Trustee of Securities to be Redeemed. If fewer than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, which may include provision for the selection for redemption

of portions of the principal of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. Unless otherwise provided in the terms of a particular series of Securities, the portions of the principal of Securities so selected for partial redemption shall be equal to the minimum authorized denomination of the Securities of such series, or an integral multiple thereof, and the principal amount which remains outstanding shall not be less than the minimum authorized denomination for Securities of such series.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal of such Security which has been or is to be redeemed.

Section 11.04. Notice of Redemption. Notice of redemption shall be given by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his or her address appearing in the Security Register on the applicable Record Date.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof;

(3) if fewer than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Securities to be redeemed, from the Holder to whom the notice is given and that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of the same series in the aggregate principal amount equal to the unredeemed portion thereof will be issued in accordance with Section 11.07;

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security, and that unless the Company defaults in payment of the Redemption Price, interest, if any, thereon shall cease to accrue from and after said date;

(5) the place where such Securities are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Company in the Place of Payment pursuant to Section 10.02 hereof;

(6) that the redemption is on account of a sinking or purchase fund, or other analogous obligation, if that be the case; and

(7) the CUSIP number, if any, printed on the Securities redeemed.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

Section 11.05. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of all the Securities which are to be redeemed on that date.

Section 11.06. Securities Payable on Redemption Date. Notice of Redemption having been given as aforesaid, the Securities to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of such Securities for redemption in accordance with the notice, such Securities shall be paid by the Company at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Securities registered as such on the relevant Record Date according to the terms and the provisions of Section 3.07 above; unless, with respect to an Interest Payment Date that falls on a Redemption Date, such Securities provide that interest due on such date is to be paid to the Person to whom principal is payable.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Security, or as otherwise provided in such Security.

Section 11.07. Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Company in the Place of Payment pursuant to Section 10.02 hereof with respect to that series (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge and at the expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination as requested by such Holders in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

Section 11.08. Provisions with Respect to any Sinking Funds. Unless the form or terms of any series of Securities shall provide otherwise, in lieu of making all or any part of any mandatory sinking fund payment with respect to such series of Securities in cash, the Company may at its option (a) deliver to the Trustee for cancellation any Securities of such series theretofore acquired by the Company, or (b) receive credit for any Securities of such series (not previously so credited) acquired or redeemed by the Company (other than through operation of a mandatory sinking fund) and theretofore delivered to the Trustee for cancellation, and if it does so then: (i) Securities so delivered or credited shall be credited at the applicable sinking fund Redemption Price with respect to Securities of such series, and (ii) on or before the 60th day next preceding each sinking fund Redemption Date with respect to such series of Securities, the Company will deliver to the Trustee (A) an Officers’ Certificate specifying the portions of such sinking fund payment to be satisfied by payment of cash and by the delivery or credit of Securities of such series acquired or redeemed by the Company, and (B) such Securities, to the extent not previously surrendered. Such Officers’ Certificate shall also state the basis for any such credit and that the Securities for which the Company elects to receive credit have not been previously so credited and were not acquired by the Company through operation of the mandatory sinking fund, if any, provided with respect to such Securities and shall also state that no Event of Default with respect to Securities of such series has occurred and is continuing. All Securities so delivered to the Trustee shall be canceled by the Trustee and no Securities shall be authenticated in lieu thereof.

If the sinking fund payment or payments (mandatory or optional) with respect to any series of Securities made in cash plus any unused balance of any preceding sinking fund payments with respect to Securities of such series made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request), unless otherwise provided by the terms of such series of Securities, that cash shall be applied by the Trustee on the sinking fund Redemption Date with respect to Securities of such series next following the date of such payment to the redemption of Securities of such series at the applicable sinking fund Redemption Price with respect to Securities of such series, together with accrued interest, if any, to the date fixed for redemption, with the effect provided in Section 11.06. The Trustee shall select, in the manner provided in Section 11.03, for redemption on such sinking fund Redemption Date a sufficient principal amount of Securities of such series to utilize that cash and shall thereupon cause notice of redemption of the Securities of such series for the sinking fund to be given in the manner provided in Section 11.04 (and with the effect provided in Section 11.06) for the redemption of Securities in part at the option of the Company. Any sinking fund moneys not so applied or allocated by the Trustee to the redemption of Securities of such series shall be added to the next cash sinking fund payment with respect to Securities of such series received by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 11.08. Any and all sinking fund moneys with respect to Securities of any series held by

the Trustee at the Maturity of Securities of such series, and not held for the payment or redemption of particular Securities of such series, shall be applied by the Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity.

On or before each sinking fund Redemption Date provided with respect to Securities of any series, the Company shall pay to the Trustee in cash a sum equal to all accrued interest, if any, to the date fixed for redemption on Securities to be redeemed on such sinking fund Redemption Date pursuant to this Section 11.08.

The Trustee shall not redeem any Securities with sinking fund moneys or give any notice of redemption of Securities by operation of the applicable sinking fund during the continuance of a default in payment of interest on Securities of such series or of any Event of Default with respect to such series, except that if the notice of redemption of any Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article 11. Except as aforesaid, any moneys in the sinking fund with respect to Securities of any series at the time when any such default or Event of Default with respect to such series shall occur, and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default with respect to such series, be held as security for the payment of all Securities of such series; provided, however, that in case such default or Event of Default with respect to such series shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date on which such moneys may be applied pursuant to the provisions of this Section 11.08.

ARTICLE 12
Repayment at Option of Holders

Section 12.01. Applicability of Article. Repayment of Securities of any series before their Scheduled Maturity Date at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 3.01 for Securities of any series) in accordance with this Article 12.

Section 12.02. Repayment of Securities. Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest thereon accrued to the Repayment Date specified in the terms of such Securities. On or before the Repayment Date, the Company will deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold

in trust as provided in Section 10.03) an amount of money sufficient to pay the Repayment Price of all the Securities which are to be repaid on such date.

Section 12.03. Exercise of Option. Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities. To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder, must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places of which the Company shall from time to time notify the Holders of such Securities) not earlier than 30 days nor later than 15 days prior to the Repayment Date. If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of $1,000 unless otherwise specified in the terms of such Security, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid must be specified. The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part, if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part. Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company.

Section 12.04. When Securities Presented for Repayment Become Due and Payable. If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article 12 and as provided by the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company shall default in the payment of such Securities on such Repayment Date) interest on such Securities or the portions thereof, as the case may be, shall cease to accrue.

Section 12.05. Securities Repaid in Part. Upon surrender of any Security which is to be repaid in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Security or Securities of the same series, tenor, terms and Scheduled Maturity Date, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.

ARTICLE 13
Subordination of Subordinated Securities

Section 13.01. Agreement to Subordinate. The Company covenants and agrees, and each Holder of any Subordinated Security issued hereunder by his acceptance thereof, whether upon original issue or upon transfer or assignment, likewise covenants and agrees, that the principal of (and premium, if any) and interest on each and all of the Subordinated Securities issued hereunder are hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness.

Section 13.02. Payment on Dissolution, Liquidation or Reorganization; Default on Senior Indebtedness.

Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities, upon any dissolution or winding up or total or partial liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other similar proceedings, or upon any assignment for the benefit of creditors or any other marshalling of the assets and liabilities of the Company or otherwise, all principal of (and premium, if any) and interest then due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s worth, before the Holders of the Subordinated Securities or the Trustee on their behalf shall be entitled to receive any assets or securities (other than shares of stock of the Company as reorganized or readjusted or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, junior to, or the payment of which is subordinated at least to the extent provided in this Article 13 to the payment of, all Senior Indebtedness which may at the time be outstanding or any securities issued in respect thereof under any such plan of reorganization or readjustment) in respect of the Subordinated Securities (for principal, premium or interest). Upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than as aforesaid), to which the Holders of the Subordinated Securities or the Trustee on their behalf would be entitled, except for the provisions of this Article 13, shall be made by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, direct to the holders of Senior Indebtedness or their representatives to the extent necessary to pay all Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. In the event that, notwithstanding the foregoing, the Trustee or the Holder of any Subordinated Security shall, under the circumstances described in the two preceding sentences, have received any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (other than as aforesaid) before all Senior Indebtedness is paid in full or payment thereof provided for in money or money’s worth, and if such fact shall

then have been made known to the Trustee or, as the case may be, such Holder, then such payment or distribution of assets or securities of the Company shall be paid over or delivered forthwith to the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making payment or distribution of assets or securities of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the Holders of the Subordinated Securities (together with the holders of any indebtedness of the Company which is subordinate in right of payment to the payment in full of all Senior Indebtedness and which is not subordinate in right of payment to the Subordinated Securities) shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distribution of assets or securities of the Company applicable to Senior Indebtedness until the principal of (and premium, if any) and interest on the Senior Indebtedness shall be paid in full. No such payments or distributions applicable to Senior Indebtedness shall, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Subordinated Securities, be deemed to be a payment by the Company to or on account of the Subordinated Securities, it being understood that the provisions of this Article 13 are and are intended solely for the purpose of defining the relative rights of the Holders of the Subordinated Securities, on the one hand, and the holders of Senior Indebtedness, on the other hand. Nothing contained in this Article 13 or elsewhere in this Indenture or in the Subordinated Securities is intended to or shall impair, as between the Company and the Holders of Subordinated Securities, the obligation of the Company, which is unconditional and absolute, to pay to the Holders of the Subordinated Securities the principal of (and premium, if any) and interest on the Subordinated Securities as and when the same shall become due and payable in accordance with their terms, or to affect (except to the extent specifically provided above in this paragraph) the relative rights of the Holders of the Subordinated Securities and creditors of the Company other than the holders of Senior Indebtedness. Nothing contained herein shall prevent the Trustee or the Holder of any Subordinated Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 13, of the holders of Senior Indebtedness in respect of assets or securities of the Company of any kind or character, whether cash, property or securities, received upon the exercise of any such remedy.

Upon any payment or distribution of assets or securities of the Company referred to in this Article 13, the Trustee and the Holders of the Subordinated Securities shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, and upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making any such

payment or distribution, delivered to the Trustee or to the Holders of the Subordinated Securities for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 13.

If:

(i) there shall have occurred a default in the payment on account of the principal of (or premium, if any) or interest on or other monetary amounts due and payable on any Senior Indebtedness, or

(ii) any other default shall have occurred concerning any Senior Indebtedness which permits the holder or holders thereof to accelerate the maturity of such Senior Indebtedness following notice, the lapse of time, or both, or

(iii) during any time Senior Indebtedness is outstanding, the principal of, and accrued interest on, any series of Subordinated Securities shall have been declared due and payable upon an Event of Default pursuant to Section 5.02 hereof (and such declaration shall not have been rescinded or annulled pursuant to this Indenture);

then, unless and until such default shall have been cured or waived or shall have ceased to exist, or such declaration shall have been waived, rescinded or annulled, no payment shall be made by the Company on account of the principal (or premium, if any) or interest on the Subordinated Securities.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness or such representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article 13, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the right of such Person under this Article 13, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.

Section 13.03. Payment Prior to Dissolution or Default. Nothing contained in this Article 13 or elsewhere in this Indenture, or in any of the Subordinated Securities, shall prevent (a) the Company, at any time except under the conditions described in Section 13.02 or during the pendency of any dissolution or winding up or total or partial liquidation or reorganization proceedings therein referred to, from making payments at any time of principal of (or premium, if any) or interest on Subordinated Securities or from depositing with the Trustee or any Paying Agent moneys for such payments, or (b) the application by the Trustee or any Paying Agent of any moneys deposited with it under this Indenture to the payment of or on account of the principal of (or premium, if any) or interest on Subordinated Securities to the Holders entitled thereto if such payment would not have been prohibited by the provisions of Section 13.02 on the day such moneys were so deposited.

Notwithstanding the provisions of Section 13.01 or any other provision of this Indenture, the Trustee and any Paying Agent shall not be charged with knowledge of the existence of any Senior Indebtedness, or of the occurrence of any default with respect to Senior Indebtedness of the character described in Section 13.02, or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee or such Paying Agent, unless and until the Trustee shall have received, no later than three Business Days prior to such payment, written notice thereof from the Company or from a holder of such Senior Indebtedness and the Trustee shall not be affected by any such notice which may be received by it on or after such third Business Day.

Section 13.04. Securityholders Authorize Trustee to Effectuate Subordination of Securities. Each Holder of Subordinated Securities by his or her acceptance thereof authorizes and expressly directs the Trustee on his or her behalf to take such action in accordance with the terms of this Indenture as may be necessary or appropriate to effectuate the subordination provisions contained in this Article 13 and to protect the rights of the Holders of Subordinated Securities pursuant to this Indenture, and appoints the Trustee his or her attorney-in-fact for such purpose.

Section 13.05. Right of Trustee to Hold Senior Indebtedness. The Trustee shall be entitled to all of the rights set forth in this Article 13 in respect of any Senior Indebtedness at any time held by it to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as such holder.

Section 13.06. Article 13 Not to Prevent Events of Default. The failure to make a payment on account of principal of, premium, if any, or interest on the Subordinated Securities by reason of any provision of this Article 13 shall not be construed as preventing the occurrence of an Event of Default under Section 5.01 or an event which with the giving of notice or lapse of time, or both, would become an Event of Default or in any way prevent the Holders of Subordinated

Securities from exercising any right hereunder other than the right to receive payment on the Subordinated Securities.

Section 13.07. No Fiduciary Duty of Trustee to Holders of Senior Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness, and shall not be liable to any such holders (other than for its willful misconduct, bad faith or negligence) if it shall in good faith mistakenly pay over or distribute to the Holders of Subordinated Securities or the Company or any other Person, cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article 13 or otherwise. Nothing in this Section 13.07 shall affect the obligation of any other such Person to hold such payment for the benefit of, and to pay such payment over to, the holders of Senior Indebtedness or their representative. Nothing in this Article 13 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07 of the Indenture.

ARTICLE 14
Guarantee of Securities

Section 14.01. Guarantee. The Guarantor hereby fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee hereunder, and to the Trustee on behalf of each such Holder, the due and punctual payment in full of the principal of and premium, if any, and interest on such Security and all other amounts payable by the Company under the Indenture when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and interest on the overdue principal and (to the extent permitted by law) interest, if any, on such Security (collectively, the “Obligations”), in accordance with the terms of such Security and this Indenture. If the Company shall fail to pay when due any Obligations, for whatever reason, the Guarantor shall be obligated to pay in cash the same promptly. An Event of Default under this Indenture or the Security of any series shall entitle the Holders of such Securities to accelerate the Obligations of the Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company.

Section 14.02. Waiver. To the fullest extent permitted by applicable law, the Guarantor hereby waives the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Company or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that the Guarantee will not be discharged in respect of any Security except as provided in this Article 14.

Section 14.03. Guarantee of Payment. The Guarantee shall constitute a guarantee of payment when due and not a guarantee of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal of or premium, if any, or interest on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company.

Section 14.04. No Discharge or Diminishment of Guarantee. Subject to Section 14.09, the obligations of the Guarantor hereunder shall be absolute and unconditional and not be subject to any reduction, limitation, termination, impairment or for any reason (other than the payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Securities, this Indenture or the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Trustee or any Holder of the Notes to assert any claim or demand or to enforce any remedy under this Indenture or any Security, any other guarantee or any other agreement, by any waiver, modification or indulgence of any provision thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations or by any other act or omission or delay to do any other act that may or might in any manner or to any extent vary the risk of the Guarantor or that would otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than the payment in full in cash of all the Obligations); provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof) or change the Stated Maturity of any payment thereon, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Section 5.02 of this Indenture.

Section 14.05. Defenses of Company Waived. To the extent permitted by applicable law, the Guarantor waives any defense based on or arising out of any defense of the Company or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Company, other than final payment in full in cash of the Obligations. The Guarantor waives any defense arising out of any such election even though such election operates to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantor against the Company or any security.

Section 14.06. Continued Effectiveness. Subject to Section 14.09, the Guarantor further agrees that its Guarantee with respect to any Security hereunder shall remain in full force and effect and continue to be irrevocable notwithstanding any petition filed by or against the Company for liquidation or reorganization, the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored or returned by the Trustee or any Holder of any Security, whether as a “voidable preference,” “fraudulent transfer” upon bankruptcy or reorganization of the Company or otherwise, all as though such payment or performance had not been made, until the date upon which the entire Obligation, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of this Indenture to have been paid in full. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on any Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

Section 14.07. Subrogation. In furtherance of the foregoing and not in limitation of any other right of the Guarantor by virtue hereof, upon the failure of the Company to pay any Obligation when and as the same shall become due, the Guarantor hereby promises to and will, upon receipt of written demand by the Trustee or any Holder of the Securities of any series, forthwith pay, or cause to be paid, to the Holders in cash the amount of such unpaid Obligations, and thereupon the Holders shall, assign (except to the extent that such assignment would render a Guarantor a “creditor” of the Company within the meaning of Section 547 of Title 11 of the United States Code as now in effect or hereafter amended or any comparable provision of any successor statute) the amount of the Obligations owed to it and paid by the Guarantor pursuant to this Guarantee to the Guarantor, such assignment to be pro rata to the extent the Obligations in question were discharged by the Guarantor, or make such other disposition thereof as the Guarantor shall direct (all without recourse to the Holders, and without any representation or warranty by the Holders). If (a) the Guarantor shall make payment to the Holders of all or any part of the Obligations and (b) all the Obligations and all other amounts payable under this Indenture shall be paid in full, the Trustee will, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor.

Section 14.08. Subordination. Upon payment by the Guarantor of any sums to the Holders, as provided above, all rights of the Guarantor against the Company, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to the prior

payment in full in cash of all the Obligations to the Trustee; provided, however, that any right of subrogation that the Guarantor may have pursuant to this Indenture is subject to Section 14.07.

Section 14.09. Release of Guarantor and Termination of Guarantee. The Guarantor shall be automatically and unconditionally released and discharged from all obligations under this Indenture and the Guarantee without any action required on the part of the Trustee or any Holder upon the occurrence of the Distribution (so long as the other transactions constituting the Spin-Off have occurred).

The Company will deliver a certificate to the Trustee stating that the Distribution and the transactions constituting the Spin-Off have occurred in accordance with the agreements related to the Spin-Off as described in the Offering Memorandum, and the Trustee may conclusively rely on such certificate.

The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request of the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section.

Section 14.10. Limitation of Guarantors’ Liability. The Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the Guarantee by the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantor. To effectuate the foregoing intention, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Indenture and the Guarantee shall be limited to the maximum aggregate amount which, after giving effect to all other contingent and fixed liabilities of the Guarantor, will result in the obligations of the Guarantor under the Guarantee not constituting such fraudulent transfer or conveyance.

The Guarantee is expressly limited so that in no event, including the acceleration of the Maturity of the Securities, shall the amount paid or agreed to be paid in respect of interest on the Securities (or fees or other amounts deemed payment for the use of funds) exceed the maximum permissible amount under applicable law, as in effect on the date hereof and as subsequently amended or modified to allow a greater amount of interest (or fees or other amounts deemed payment for the use of funds) to be paid under the Guarantee. If for any reason the amount in respect of interest (or fees or other amounts deemed payment for the use of funds) required by the Guarantee exceeds such maximum permissible amount, the obligation to pay interest under the Guarantee (or fees or other amounts deemed payment for the use of funds) shall be automatically reduced to such maximum permissible amount and any amounts collected by any holder of

any Security in excess of the permissible amount shall be automatically applied to reduce the outstanding principal on such Security.

Section 14.11. No Obligation to Take Action Against the Company. Neither the Trustee, any Holder nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or take any other steps under any security for the Obligations or against the Company or any other Person or any Property of the Company or any other Person before the Trustee, such Holder or such other Person is entitled to demand payment and performance by the Guarantor of its liabilities and obligations under the Guarantee.

Section 14.12. Execution and Delivery. To evidence the Guarantee set forth in this Article 14, the Guarantor hereby agrees that this Indenture shall be executed on behalf of the Guarantor by an Officer of the Guarantor.

The Guarantor hereby agrees that the Guarantee set forth in this Article XIV shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of the Guarantee on any Securities.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates any Security, the Guarantee shall be valid nevertheless.

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor.

* * *

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed; all as of the day and year first above written.


XELM INC.
By:	/s/ Michale Speetzen
	Name:	Michale Speetzen
	Title:	Chief Financial Officer

ITT CORPORATION, as Guarantor
By:	/s/ Colleen Ostrowski
	Name:	Colleen Ostrowski
	Title:	Vice President and Treasurer

UNION BANK, N.A., as Trustee
By:	/s/ Eva Aryeetey
	Name:	Eva Aryeetey
	Title:	Vice President


State of New York
		ss.:
County of

On the 20^th day of September 2011 before me personally came Michael Speetzen, to me known, who, being by me duly sworn, did depose and say that he resides at 478 Branchville Road, Ridgefield, Connectict 06877; that he is the Chief Financial Officer of Xylem Inc., one of the parties described in and which executed the above instrument; and that he/she signed his/her name thereto by authority of the board of directors of said corporation.



	/s/ Margaret A. Bersito
	Notary Public
	[Notarial Stamp]

[Notarial Seal]


State of New York
		ss.:
County of

On the 20^th day of September 2011 before me personally came Colleen Ostrowski, to me known, who, being by me duly sworn, did depose and say that he/she resides at 102 Joyce Road, Eastchester, NY 10709; that she is the Vice President and Treasurer of ITT Corporation, one of the parties described in and which executed the above instrument; and that she signed his/her name thereto by authority of the board of directors of said corporation.



	/s/ Margaret A. Bersito
	Notary Public
	[Notarial Stamp]

[Notarial Seal]


State of New York
		ss.:
County of New York

On the 19^th day of September 2011 before me personally came Eva Aryeety to me known, who, being by me duly sworn, did depose and say that she resides at 1251 Avenue of the Americas, 19^th Floor, New York, New York 10020; that he/she is a Vice President of UNION BANK, N.A., one of the parties described in and which executed the above instrument; and that she signed his/her name thereto by authority of the board of directors of said corporation.



	/s/ Ivy L. Wegener
	Notary Public
	[Notarial Stamp]

[Notarial Seal]

exv10w1

Exhibit 10.1

BENEFITS AND COMPENSATION MATTERS AGREEMENT

DATED AS OF [ ], 2011,

AMONG

ITT CORPORATION,

XYLEM INC.

AND

EXELIS INC.

Table of Contents


	Page
1. EMPLOYEES		1
2. BENEFIT PROGRAM PARTICIPATION		2
3. DEFINED BENEFIT PLANS		4
4. DEFINED CONTRIBUTION PLANS		8
5. EMPLOYEE HEALTH AND WELFARE BENEFIT PLANS		11
6. INCENTIVE PLANS		14
7. STOCK OPTIONS AND OTHER AWARDS		15
8. COLI		17
9. DIRECTOR PLANS		18
10. COLLECTIVE BARGAINING AGREEMENTS		18
11. TRANSITION SERVICES		19
12. ALLOCATION OF BALANCE SHEET ACCOUNTS		19
13. ACCESS TO INFORMATION AND DATA EXCHANGE		20
14. NOTICES; COOPERATION		21
15. FURTHER ASSURANCES		22
16. INDEMNIFICATION		22
17. DISPUTE RESOLUTION		23
18. MISCELLANEOUS		23
19. DEFINITIONS		1

BENEFITS AND COMPENSATION MATTERS AGREEMENT dated as of [ ], 2011, among ITT CORPORATION, an Indiana corporation (which, together with its subsidiaries, is herein referred to as “ITT”), Xylem Inc., an Indiana corporation, (which, together with its subsidiaries, is herein referred to as “Water”), and Exelis Inc., an Indiana corporation (which, together with its subsidiaries, is herein referred to as “Defense”).

WHEREAS, the Board of Directors of ITT (the “Board”) has determined that it is appropriate, desirable and in the best interests of ITT, its shareholders and its other constituents, to separate ITT into three separate, publicly traded companies, one for each of (i) the ITT Retained Business, which shall be owned and conducted, directly or indirectly, by ITT, (ii) the Defense Business, which shall be owned and conducted, directly or indirectly, by Defense and (iii) the Water Business, which shall be owned and conducted, directly or indirectly, by Water;

WHEREAS, the Board of Directors of ITT has determined that it is appropriate and desirable to distribute to the holders of shares of common stock, par value $1.00 per share, of ITT (the “ITT Common Stock”), on a pro rata basis (in each case without consideration being paid by such shareholders) (A) all of the outstanding shares of common stock, par value $.01 per share, of Water (the “Water Common Stock”) and (B) all of the outstanding shares of common stock, par value $.01 per share, of Defense (the “Defense Common Stock”) (such transactions as they may be amended or modified from time to time, the “Distribution”);

WHEREAS, ITT, Water and Defense have executed a distribution agreement dated as of the date hereof (the “Distribution Agreement”) to effectuate such Distribution and allocate and assign certain responsibilities; and

WHEREAS, each of ITT, Water and Defense has determined that it is necessary and desirable to allocate and assign responsibility for certain employee benefit liabilities in respect of the activities of the businesses of such entities on the Distribution Date (as defined herein) and those liabilities in respect of other businesses and activities of ITT and its former subsidiaries and certain other matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, ITT, Water and Defense agree as follows:

1. EMPLOYEES. (a) General. Effective as of the Distribution Date, ITT shall transfer all employees listed on Schedule 1(a)(i) to Water and all such employees shall become Water Employees. Effective as of the Distribution Date, ITT shall transfer all employees listed on Schedule 1(a)(ii) to Defense and all such employees shall become Defense Employees. All Preexisting ITT Employees employed by legal entities that became legal entities of ITT following the Distribution Date shall be ITT Employees. All Preexisting ITT Employees employed by legal entities that became legal entities of Water following the Distribution Date shall be Water Employees. All Preexisting ITT Employees employed by legal entities that became legal entities of Defense following the Distribution Date shall be Defense Employees. Except as expressly identified in this Agreement, Defense shall be liable for all liabilities, claims or controversies involving Defense Employees, Water shall be liable for all liabilities, claims or

controversies involving Water Employees and ITT shall be liable for all liabilities, claims or controversies involving ITT Employees and ITT Retirees.

(b) Schedule of Water Employees and Defense Employees. As of the date of this Agreement, ITT, Water and Defense shall have in good faith determined which individuals who are Preexisting ITT Employees shall become Water Employees and Defense Employees on no later than the Distribution Date. Such lists may be modified only by written consent by each of ITT, Water and Defense on or following the Distribution Date. Prior to the Distribution Date, ITT may modify such lists without the consent of Water and Defense.

(c) Non-Termination of Employment. Except as otherwise expressly provided herein and in compliance with Section 2(d) of this Agreement, no provision of, or event arising under, this Agreement, the Distribution Agreement or any of the Ancillary Agreements shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any Preexisting ITT Employee or other future, present, or former employee of ITT, Water or Defense and any of their respective Subsidiaries.

(d) Employment Agreements. As soon as practicable on or after the execution of this Agreement, ITT, Water and Defense shall use their reasonable best efforts to enter into, or have in place, an employment agreement with each of the Preexisting ITT Employees listed on Schedule 1(d) attached hereto, which employment agreements shall become effective on the Close of the Distribution Date. Water shall assume from ITT the employment agreement of Frank Jimenez, along with the pension assets and liabilities identified in such agreement. Defense shall assume from ITT the employment agreement of Chris Bernhardt. ITT shall continue to be bound by the employment agreement of Denise Ramos.

(e) No Solicit; No Hire. As described in Section 5.1 of the Distribution Agreement and agreed to by ITT, Defense and Water, none of ITT, Water or Defense shall solicit or hire Preexisting ITT Employees for such period following the Effective Time as specified therein, without receiving the written consent of the affected prior employer. In respect of countries whose local laws declare as invalid or unenforceable or prohibit any agreement between employers not to hire employees of the other, ITT, Defense and Water will not have an agreement not to hire employees of the other but agree not to actively solicit the services of each other’s employees for such period following the Effective Time as specified in the Distribution Agreement.

2. BENEFIT PROGRAM PARTICIPATION. (a) Except as specifically provided herein with respect to particular compensation or benefit programs, all Water Employees and Defense Employees will cease participation in all ITT benefit plans and programs no later than immediately prior to the Distribution Date; provided that certain Water Employees who participate in the ITT Industries Pension Plan for UK Expatriates, Godwin Pumps Limited Pension Scheme and ITT Retirement Savings Plan, as identified as Items 23 and 24 on Schedule 3(a)(iii) and Item 14 of Schedule 4(a)(iii) shall continue to participate in their respective plans following the Distribution Date, subject to the terms of such plans. As soon as reasonably practicable, ITT will retain liability for all incurred but not yet reported claims of Water Employees and Defense Employees who participate in the ITT welfare benefit plans and programs through the earlier of (i) December 31, 2011 or (ii) the date on which two separate

liability accounts for Water and Defense are created. The separate liability accounts shall correspond to the new bank accounts established by Water and by Defense for new incurred but not yet reported claims. The balance of the new accounts shall be transferred as soon as reasonably practicable following the Distribution Date.

(b) (i) Water shall cause to be recognized each Water Employee’s service with ITT for purposes of determining (x) eligibility for vacation benefits, short-term disability and severance benefits and (y) eligibility for vesting under all other employee benefit plans and policies of Water applicable to such Water Employees, to the extent such service was recognized by ITT for such purposes.

(ii) Defense shall cause to be recognized each Defense Employee’s service with ITT for purposes of determining (x) eligibility for vacation benefits, short-term disability and severance benefits and (y) eligibility for vesting under all other employee benefit plans and policies of Defense applicable to such Defense Employees, to the extent such service was recognized by ITT for such purposes.

(c) Nothing in this Agreement shall be construed or interpreted to restrict ITT’s, Water’s or Defense’s right or authority to amend or terminate any of its employee benefit plans, policies or programs effective as of a date following the Distribution Date, except neither Defense nor any successor entity to Defense may amend or alter the eligibility schedule described for Preexisting ITT Employees under Sections 3(b)(vii) and 3(c)(iv) or the requirement not to reduce or eliminate health benefits under Section 5(b)(ix).

(d) Any Preexisting ITT Employee who, on the Distribution Date, is employed by ITT, Defense or Water shall not be deemed either to have terminated employment or to be in retirement status under any employee benefit plan operated by ITT, Water or Defense. Except to the extent required by law and as otherwise stated in Section 3(b)(vii), any Preexisting ITT Employee who, on the Distribution Date, is employed by ITT, Defense or Water shall not, solely as a result of the Distribution or related transactions, be eligible to receive payment of, or exercise any portability rights in respect of, his or her vested benefit or retirement allowance under any employee benefit plan operated by ITT, Water or Defense; provided, that each Water Employee and each Defense Employee shall receive credit for their service with ITT prior to the Distribution Date from Water or Defense as provided in this Article II. As permitted by Final Treasury Regulation Section 1.409A-1(h)(4), ITT, Water and Defense agree that any employee and any other “service provider” within the meaning of the term as defined in Section 409A of the Code who provides services to ITT immediately before the transactions contemplated hereby and provides services to ITT, Water or Defense after and in connection with such transactions shall not be treated as separating from service for purposes of Section 409A of the Code.

(e) Except as otherwise specified on any of the Schedules, which are specifically incorporated by reference to this Agreement, (i) any ITT Plan maintained by ITT prior to the Distribution Date will continue to be maintained by ITT following the Distribution Date, (ii) any Defense Plan maintained by Defense prior to the Distribution Date will continue to be maintained by Defense following the Distribution Date and (iii) any Water Plan maintained by Water prior to the Distribution Date will continue to be maintained by Water following the Distribution Date. Unless otherwise specified in this Agreement, all assets and liabilities of any

Plan, Defense Plan or Water Plan will remain with and be assumed by the entity maintaining such plan.

3. DEFINED BENEFIT PLANS. (a) List of Defined Benefit Plans. (i) Certain current and former employees of ITT, Water and Defense participate in ITT Group tax qualified defined benefit pension plans made available for certain ITT Group employees in the United States. Schedule 3(a)(i) lists each defined benefit pension plan applicable to Preexisting ITT Employees (the “US Qualified DB Plans”).

(ii) Certain current and former employees of ITT, Water and Defense participate in ITT Group tax non-qualified defined benefit pension plans made available for certain ITT Group employees in the United States. Schedule 3(a)(ii) lists each defined benefit pension plan applicable to Preexisting ITT Employees (the “US Non-Qualified DB Plans”).

(iii) Certain current and former employees of ITT, Water and Defense participate in ITT Group defined benefit pension plans made available for certain ITT Group employees outside of the United States. Schedule 3(a)(iii) lists each defined benefit pension plan applicable to Preexisting ITT Employees (the “Non-US DB Plans”).

(b) US Qualified DB Plans. (i) Continuation of US Qualified DB Plans. Following the Distribution Date, ITT shall continue to sponsor the ITT US Qualified DB Plans as so identified on Schedule 3(a)(i). Following the Distribution Date, Defense shall continue to sponsor the Defense US Qualified DB Plans as so identified on Schedule 3(a)(i). Following the Distribution Date, Water shall continue to sponsor the Water US DB Qualified Plans as so identified on Schedule 3(a)(i). Each of ITT, Defense and Water shall assume all liabilities associated with such plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date; provided, that Defense shall recognize the additional service credit as specified in Section 3(b)(v) of this Agreement. Each of ITT, Defense and Water shall retain all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date.

(ii) Adoption of US Qualified DB Plan. Effective as of the Distribution Date, Water shall adopt New ITT Pension Plan for Bargaining Unit Employees, Seneca Falls, New York, which shall have terms similar in all material respects to the ITT Pension Plan for Bargaining Unit Employees, Seneca Falls, New York maintained by ITT and identified as Item 16 on Schedule 3(a)(i). As soon as practicable on or after the Distribution Date, ITT shall transfer to Water the assets and liabilities associated with Water Employees who participated in the ITT Pension Plan for Bargaining Unit Employees, Seneca Falls, New York as identified as Item 16 on Schedule 3(a)(i). Such assets will be transferred in kind to the maximum extent practicable. The plan actuary for such plan shall be responsible for determining the appropriate amount of assets and liabilities to be allocated per employee transferred, in each case in accordance with applicable law.

(iii) Adoption of New Master Trusts. As soon as practicable on or after the Distribution Date, Water shall adopt a new trust that is substantially similar in all material respects to the Master Trust (the “New Water Trust”). Effective as of the Distribution Date, ITT

shall adopt a new trust that is substantially similar in all material respects to the Master Trust (the “New ITT Trust”).

(iv) Transfer of Master Trust and Assets. As soon as practicable on or after the Distribution Date, ITT shall transfer to Defense the Master Trust, and Defense shall assume all liabilities associated with such Master Trust. As soon as practicable on or after the Distribution Date, the interests of the US Qualified DB Plans identified on Schedule 3(b)(iv) will be liquidated and cash will be transferred from the Master Trust to the New Water Trust in the amount identified on Schedule 3(b)(iv) and to the New ITT Trust in the amount identified on Schedule 3(b)(iv). All other interests will remain in the Master Trust at Defense.

(v) Transfer of US Qualified DB Plans to Defense. Effective as of the Distribution Date, ITT shall transfer to Defense the defined benefit pension plans identified as Items 1-7 on Schedule 3(a)(i), and Defense shall assume all liabilities associated with such plans, including with respect to accrued benefits thereof.

(vi) Transfer of US Qualified DB Plans to Water. Effective as of the Distribution Date, ITT shall transfer to Water the ITT US Qualified DB Plans identified as Items 19-22 on Schedule 3(a)(i), and Water shall assume all liabilities associated with such plans, including with respect to accrued benefits thereof.

(vii) Additional Retirement Eligibility. (A) Effective as of the Distribution Date, any ITT Employee or any Water Employee who has accrued benefits under the ITT Salaried Retirement Plan as reflected on that plan’s records as of the Distribution Date and who is eligible to receive retirement benefits thereunder may elect to commence receipt of that person’s retirement benefits under the ITT Salaried Retirement Plan on or after the Distribution Date. Any ITT Employee or Water Employee shall cease earning additional eligibility service at the earliest of the fifth anniversary of the Distribution Date, the date on which the employee is terminated, the date on which benefits attributable to the Traditional Pension Plan formula commence, the date of death or a Change in Control of ITT or Water, respectively (the “Eligibility End Date”). Any ITT Employee or any Water Employee who is eligible to begin retirement as of the Distribution Date who elects to commence receipt of that person’s retirement benefits under the ITT Salaried Retirement Plan shall not continue to earn eligibility service following the later of the Distribution Date and the last month preceding the annuity start date. Following the Eligibility End Date, no ITT Employee or Water Employee will receive credit toward the retirement criteria specified in the ITT Salaried Retirement Plan. Except as provided in this Section 3(b)(vii), all accrued benefits under the ITT Salaried Retirement Plan will be frozen with respect to any ITT Employee or any Water Employee as of the Distribution Date.

(B) Effective as of the later of the Distribution Date and January 1, 2012, any Defense Employee who has accrued benefits under the ITT Salaried Retirement Plan may make a one-time irrevocable election either to (x) continue earning eligibility and benefit service under the Traditional Pension Plan formula defined in the ITT Salaried Retirement Plan or (y) choose to begin participation in the enhanced employer-contribution portion of the defined contribution plan identified as Item 1 on Schedule 4(a)(i).

(C) Following the Distribution Date, all unvested benefits accrued by Preexisting ITT Employees under the ITT Salaried Retirement Plan who have at least one year of service credit as of the Distribution Date, which are attributable to ITT Employees and Water Employees (other than the ability to continue earning eligibility service for up to five years as described above) shall be vested as of the Distribution Date. Unvested benefits attributable to Defense Employees shall remain unchanged and Defense shall remain liable for all benefits (unvested or vested) attributable to Defense Employees.

(c) US Non-Qualified DB Plans. (i) Continuation of US Non-Qualified DB Plans. Following the Distribution Date, ITT shall continue to sponsor the ITT US Non-Qualified DB Plans as so identified on Schedule 3(a)(ii). Following the Distribution Date, Defense shall sponsor the Defense US Non-Qualified DB Plans as so identified on Schedule 3(a)(ii). Following the Distribution Date, Water shall sponsor the Water US Non-Qualified DB Plans as so identified on Schedule 3(a)(ii). Each of ITT, Defense and Water shall assume all liabilities associated with such plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date; provided, that Defense shall recognize the additional service credit as specified in Section 3(c)(iv) of this Agreement. Each of ITT, Defense and Water shall be liable for all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date.

(ii) Excess Pension Plans. Effective as of the Distribution Date, ITT shall cause the transfer of the sponsorship of the ITT US Non-Qualified DB Plans identified as Items 1-7 on Schedule 3(a)(ii) to Defense; provided, that Defense shall recognize the additional service credit as specified in Section 3(c)(iv) of this Agreement.

Defense does hereby assume liability for all benefits accrued prior to the Distribution Date under the ITT Excess Pension Plans, the ITT Enhanced Pension Plan, Federal Labs Unfunded 1, EDO Excess Plan — SERP and the Retirement Plan for Non-Management Directors of ITT Corp. identified as Items 1, 3-7 on Schedule 3(a)(ii) for all Preexisting ITT Employees, except as provided in the Ancillary Agreements.

(iii) Ex Gratia Plan. Effective as of the Distribution Date, ITT shall cause the transfer of the Ex Gratia Plan to Defense identified as Item 2 on Schedule 3(a)(ii) along with all liabilities accrued under the plan with the exception of any liabilities identified on Schedule 3(a)(ii).

(iv) Additional Retirement Eligibility. Effective as of the Distribution Date, any ITT Employee and any Water Employee who has accrued benefits under the ITT Excess Pension Plan shall have his or her benefit accruals under the Excess Pension Plans cease as of the date immediately preceding the Distribution Date; provided that, solely for purposes of determining the amount of an employee’s Excess Pension Plans benefit under the Excess Pension Plans, such Water Employee or ITT Employee shall be deemed to have incurred a Termination of Employment (as defined in the Excess Pension Plans) as of the Distribution Date; provided however, that for purposes of determining such employee’s eligibility for a benefit under the Excess Pension Plans, such Water Employee or ITT Employee shall be credited with the same eligibility service he or she is credited with under the ITT Salaried Retirement Plan as

described in Section 3(b)(vii) herein. Notwithstanding the previous sentence, a Water Employee shall not incur a Termination of Employment under the terms of the Excess Pension Plans until such Water Employee incurs a Termination of Employment with Water and (b) an ITT Employee shall not incur a Termination of Employment under the terms of the Excess Pension Plans until such ITT Employee incurs a Termination of Employment with ITT.

Effective as of the Distribution Date, all accrued benefits under the Excess Pension Plans for ITT Employees and Water Employees who have at least one year of service credit as of the Distribution Date shall become 100 percent vested and nonforfeitable as of the Distribution Date. Unvested benefits attributable to Defense Employees shall remain unchanged and Defense shall be liable for all benefits (unvested or vested) attributable to Defense Employees.

(v) Springing Rabbi Trust. It is contemplated that Defense will enter into a rabbi trust agreement following the Distribution Date that will, only in the event of a Change in Control of Defense, be fully funded with the amounts payable under the ITT Excess Pension Plans identified as Item 1 on Schedule 3(a)(ii) and will pay to each participant the lump-sum amount payable following a Change in Control in accordance with such plans.

(d) Non-US DB Plans. (i) Continuation of Non-US DB Plans. Following the Distribution Date, ITT shall continue to sponsor the ITT Non-US DB Plans as so identified on Schedule 3(a)(iii). Following the Distribution Date, Defense shall continue to sponsor the Defense Non-US DB Plans as so identified on Schedule 3(a)(iii). Following the Distribution Date, Water shall continue to sponsor the Water Non-US DB Plans as so identified on Schedule 3(a)(iii). Each of ITT, Defense and Water shall assume all liabilities associated with such plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date. Each of ITT, Defense and Water shall retain all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date. For any ITT Non-US DB Plan not identified on Schedule 3(a)(iii), the entity that maintained such ITT Non-US DB Plan prior to the Distribution Date shall continue to maintain such plan and assume all liabilities associated with such plan following the Distribution Date.

(ii) Adoption of Non-US DB Plan. Effective as of the Distribution Date, Water shall adopt a benefits plan for Water Employees, which shall have terms similar in all material respects to the benefit plan identified on Item 3 of Schedule 3(a)(iii). Each of ITT, Defense and Water shall assume all liabilities associated with the plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date.

(iii) Transfer of Non-US DB Plans. Effective as of the Distribution Date, ITT shall transfer to Water the Non-US DB Plan identified as Item 22 of Schedule 3(a)(iii) (the “British DB Plan”), and Water shall assume all liabilities associated with such plan; provided that the transfer of such plan will be made in accordance with a deed of substitution between Lowara UK Limited, ITT Industries Limited and Pension Trustee Management Limited and a scheme apportionment arrangement deed between the Trustee and the employers participating in such plan.

(iv) Transfer of Non-US Assets and Liabilities. As soon as practicable on or after the Distribution Date, ITT shall transfer to Water the assets and liabilities associated with Water Employees who participated in the Non-US Pension Plans identified as Items 8, 23 and 24 of Schedule 3(a)(iii) prior to the Distribution. Such assets will be transferred in kind to the maximum extent practicable. The plan actuary for each such transfer shall be responsible for determining the appropriate amount of assets and liabilities to be allocated per employee transferred, in each case in accordance with applicable local law.

(v) Transfer of Other Non-US Assets. Notwithstanding any other provision of this Article III, the Plan Actuary for each such Non-US DB Plan shall be responsible for determining the appropriate amount of assets and liabilities to be allocated to comparable plans to be established and adopted by the companies as required pursuant to the provisions of this Article III, in each case in accordance with applicable local law.

(vi) Canadian DB Plans. Effective as of the Distribution Date, any ITT Employee who has accrued benefits under the Non-US DB Plans identified as Items 14 and 15 on Schedule 3(a)(iii) (the “Canadian Salaried DB Plans”) will cease participation in the Canadian Salaried DB Plans as of the Distribution Date, shall be vested as of the Distribution Date and shall cease to accrue further benefits under the Canadian Salaried DB Plans following the Distribution Date. Benefit entitlements of ITT Employees under the Canadian Salaried DB Plans shall be determined in accordance with the terms of the plans and applicable local law.

(vii) Additional Retirement Eligibility for British DB Plan. Effective as of September 30, 2011 (or as soon as reasonably practicable after this date), any ITT Employee, Defense Employee or any Water Employee who has accrued benefits under the Non-US DB Plan identified as the British DB Plan as Item 22 on Schedule 3(a)(iii) shall be vested and will be credited for benefit service through December 31, 2011. Such plan will be frozen as of September 30, 2011 (or as soon as reasonably practicable after this date) and Water will continue to sponsor and administer the plan.

Effective as of the Distribution Date, all ITT Employees who participate in the Non-US DB Plan identified as the British DB Plan as Item 22 on Schedule 3(a)(iii) will cease participation in the British DB Plan as of the Distribution Date, shall be vested as of the Distribution Date and shall not continue to earn eligibility service following the Distribution Date. Unvested benefits attributable to Water Employees under the British DB Plan shall remain unchanged and Water shall remain liable for all benefits (unvested or vested) attributable to Water Employees.

4. DEFINED CONTRIBUTION PLANS.

(a) List of Defined Contribution Plans. (i) Certain current and former employees of ITT, Water and Defense participate in ITT Group tax qualified defined contribution plans made available for certain ITT Group employees in the United States. Schedule 4(a)(i) lists each defined contribution plan applicable to Preexisting ITT Employees (the “US Qualified DC Plans”).

(ii) Certain current and former employees of ITT, Water and Defense participate in ITT Group non-tax qualified defined contribution plans made available for certain ITT Group employees in the United States. Schedule 4(a)(ii) lists each defined contribution plan applicable to Preexisting ITT Employees (the “US Non-Qualified DC Plans”).

(iii) Certain current and former employees of ITT, Water and Defense participate in ITT Group defined contribution plans made available for certain ITT Group employees outside of the United States. Schedule 4(a)(iii) lists each defined contribution plan applicable to Preexisting ITT Employees (the “Non-US DC Plans”).

(b) US Qualified DC Plans. (i) Continuation of Existing US Qualified DC Plans. Following the Distribution Date, ITT shall continue to sponsor the US Qualified DC Plans so identified on Schedule 4(a)(i). Following the Distribution Date, Defense shall continue to sponsor the US Qualified DC Plans so identified on Schedule 4(a)(i). Following the Distribution Date, Water shall sponsor the US Qualified DC Plans so identified on Schedule 4(a)(i). All employees who participate in the ITT Salaried Investment and Savings Plan identified as Item 1 on Schedule 4(a)(i) shall be vested immediately on the Distribution Date.

(ii) Adoption of New US Qualified DC Plans. Effective as of the Distribution Date, ITT shall adopt a new defined contribution plan for ITT Employees who participated in the defined contribution plan identified as Item 1 on Schedule 4(a)(i). Effective as of the Distribution Date, Water shall adopt new defined contribution plans for Water Employees who participated in the defined contribution plans identified as Items 1 and 14 on Schedule 4(a)(i).

(iii) Transfer of US Qualified DC Plans. As soon as practicable on or after the Distribution Date, ITT shall cause the transfer of the sponsorship of the ITT Salaried Investment and Savings Plan identified as Item 1 on Schedule 4(a)(i) to Defense and Defense shall cause the transfer of the accounts of all ITT Employees and Water Employees from such plan to the defined contribution plans adopted by ITT and Water, as applicable.

ITT shall cause the transfer of the accounts of all Water Employees from the Goulds Pumps, Inc. Retirement Savings and Investment Plan identified as Item 14 on Schedule 4(a)(i) to a new defined contribution plan maintained by Water. Assets attributable to the accounts identified in this Section 4(b)(iii) will be transferred in kind to the maximum extent practicable. Each of ITT, Defense and Water shall assume all liabilities associated with the plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date.

(iv) ITT Stock Funds. As soon as practicable on or after the Distribution Date, each U.S. Qualified DC Plan identified on Schedule 4(a)(i) that invests in ITT Common Stock will maintain stock funds for each of ITT Common Stock, Water Common Stock and Defense Common Stock (each as adjusted for the Distribution) for a period as determined by the fiduciaries of each such U.S. Qualified DC Plan. Following the Distribution Date, the applicable fiduciaries of each such U.S. Qualified DC Plan shall determine the proper treatment of the stock funds maintained in such U.S. Qualified DC Plans and shall determine the timing of the disposition of shares held in such stock funds and the treatment of the proceeds of sale of such shares.

(c) US Non-Qualified DC Plans. (i) Continuation of Existing US Non-Qualified DC Plans. Following the Distribution Date, ITT shall continue to sponsor the defined contribution plans so identified on Schedule 4(a)(ii). Following the Distribution Date, Defense shall sponsor the defined contribution plans so identified on Schedule 4(a)(ii). Following the Distribution Date, Water shall sponsor the defined contribution plans so identified on Schedule 4(a)(ii).

(ii) Deferred Compensation Plans. Effective as of the Distribution Date, ITT shall remain liable for benefits accrued under the ITT Deferred Compensation Plan identified as Item 2 on Schedule 4(a)(ii) prior to the Distribution Date with respect to ITT Employees and ITT Retirees. Effective as of the Distribution Date, Water shall adopt the Water Deferred Compensation Plan identified as Item 2 on Schedule 4(a)(ii), which shall be identical in all material respects to the ITT Deferred Compensation Plan as in effect immediately prior to the Distribution Date. Effective as of the Distribution Date, Defense shall adopt the Defense Deferred Compensation Plan, which shall be identical in all material respects to the ITT Deferred Compensation Plan identified as Item 2 on Schedule 4(a)(ii) as in effect immediately prior to the Distribution Date. ITT shall cause the transfer of all liabilities for benefits accrued under the ITT Deferred Compensation Plan for such Defense Employees and ITT Retirees listed on Schedule 4(c)(iii) to Defense and for such Water Employees and ITT Retirees listed on Schedule 4(c)(iii) to Water as soon as practicable following the Distribution Date.

Water does hereby assume liability for benefits accrued prior to the Distribution Date under the ITT Deferred Compensation Plan with respect to Water Employees and specific ITT Retirees listed on Schedule 4(c)(iii), including without limitation, such liabilities incurred prior to 1995 identified in the 1995 Employee Matters Agreement. Defense does hereby assume liability for benefits accrued prior to the Distribution Date under the ITT Deferred Compensation Plan with respect to Defense Employees and specific ITT Retirees listed on Schedule 4(c)(iii), including without limitation, such liabilities incurred prior to 1995 identified in the 1995 Employee Matters Agreement.

(iii) Excess Savings Plans. Effective as of the Distribution Date, ITT shall remain liable for benefits accrued under the ITT Excess Savings Plan identified as Item 3 on Schedule 4(a)(ii) prior to the Distribution Date with respect to ITT Employees and ITT Retirees. Effective as of the Distribution Date, Water shall adopt a new excess savings plan, which shall be identical in all material respects to the ITT Excess Savings Plan identified as Item 3 on Schedule 4(a)(ii) as in effect immediately prior to the Distribution Date. Effective as of the Distribution Date, Defense shall adopt a new excess savings plan, which shall be identical in all material respects to the ITT Excess Savings Plan identified as Item 3 on Schedule 4(a)(ii) as in effect immediately prior to the Distribution Date. ITT shall cause the transfer of all liabilities for benefits accrued under the ITT Excess Savings Plan for Defense Employees as reflected on the plan’s records to Defense and for Water Employees as reflected on the plan’s records to Water as soon as practicable following the Distribution Date. Water does hereby assume liability for benefits accrued prior to the Distribution Date under the ITT Excess Savings Plan with respect to Water Employees, and Defense does hereby assume liability for benefits accrued prior to the Distribution Date under the ITT Excess Savings Plan with respect to Defense Employees.

(d) Non-US DC Plans. (i) Continuation of Non-US DC Plans. Following the Distribution Date, ITT shall continue to sponsor the ITT Non-US DC Plans as so identified on Schedule 4(a)(iii). Following the Distribution Date, Defense shall continue to sponsor the Defense Non-US DC Plans as so identified on Schedule 4(a)(iii). Following the Distribution Date, Water shall continue to sponsor the Water Non-US DC Plans as so identified on Schedule 4(a)(iii). Each of ITT, Defense and Water shall assume all liabilities associated with such plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date. Each of ITT, Defense and Water shall retain all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date. For any ITT Non-US DC Plan not identified on Schedule 4(a)(iii), the entity that maintained such ITT Non-US DC Plan prior to the Distribution Date shall continue to maintain such plan and assume all liabilities associated with such plan following the Distribution Date.

(ii) Adoption of Non-US DC Plans. Effective as of the Distribution Date, ITT shall adopt benefits plans for ITT Employees, which shall have terms similar in all material respects to the benefit plans identified on Items 9, 10, 13 and 14 of Schedule 4(a)(iii). Effective as of the Distribution Date, Defense shall adopt benefits plans for Defense Employees, which shall have terms similar in all material respects to the benefit plan identified as the ITT Retirement Savings Plan — ITT Industries (UK) on Item 14 of Schedule 4(a)(iii). Effective as of the Distribution Date, Water shall adopt benefits plans for Water Employees, which shall have terms similar in all material respects to the benefit plans identified on Items 2 and 3 of Schedule 4(a)(iii). Each of ITT, Defense and Water shall assume all liabilities associated with the plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date.

(iii) Transfer of Non-US Assets and Liabilities. As soon as practicable on or after the Distribution Date, ITT shall transfer to Defense the assets and liabilities associated with Defense ITT Group employees who participated in the Non-US DC Plan identified as the ITT Retirement Savings Plan — ITT Industries (UK) as Item 14 of Schedule 4(a)(iii) prior to the Distribution, unless any such employee elects otherwise. As soon as practicable on or after the Distribution Date, ITT shall transfer to Water the assets and liabilities associated with Water ITT Group employees who participated in the Non-US DC Plans identified as Items 2 and 3 of Schedule 4(a)(iii) prior to the Distribution, unless any such employee elects otherwise. As soon as practicable on or after the Distribution Date, Water shall transfer to ITT the assets and liabilities associated with ITT Employees who participated in the Non-US DC Plans identified as Items 7, 8, 13 and 14 of Schedule 4(a)(iii) prior to the Distribution, unless any such employee elects otherwise. Such assets will be transferred in kind to the maximum extent practicable.

5. EMPLOYEE HEALTH AND WELFARE BENEFIT PLANS.

(a) List of Health and Welfare Plans. (i) Certain current and former employees of ITT, Water and Defense participate in ITT Group health and welfare plans made available for certain ITT Group employees in the United States. Schedule 5(a)(i) lists each health and welfare plan applicable to Preexisting ITT Employees (the “US H&W Plans”).

(ii) Certain current and former employees of ITT, Water and Defense participate in ITT Group health and welfare plans made available for certain ITT Group employees outside of the United States. Schedule 5(a)(ii) lists each health and welfare plan applicable to Preexisting ITT Employees (the “Non-US H&W Plans”).

(b) US H&W Plans. (i) Continuation of Existing US H&W Plans. Following the Distribution Date, ITT shall continue to sponsor the health and welfare plans so identified on Schedule 5(a)(i). Following the Distribution Date, Defense shall continue to sponsor the health and welfare plans so identified on Schedule 5(a)(i). Following the Distribution Date, Water shall continue to sponsor the health and welfare plans so identified on Schedule 5(a)(i). Each of ITT, Defense and Water shall retain all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date.

(ii) Adoption of New US H&W Plans. Effective on the earlier of the Distribution Date and December 31, 2011, Defense shall adopt new health and welfare plans, which shall have terms similar in all material respects to the health and welfare plans identified as Items 14, 21, 22, 23, 24, 26, 42, 43, 45 and 46 on Schedule 5(a)(i). Effective on the earlier of the Distribution Date and December 31, 2011, Water shall adopt new health and welfare plans, which shall have terms similar in all material respects to the health and welfare plans identified as Items 14, 21, 22, 23, 24, 26, 42, 43, 45, 46 and 47 on Schedule 5(a)(i).

(iii) Goulds Plans. Effective as of the Distribution Date, Water shall adopt new health and welfare plans substantially similar in all material ways to the Goulds Postretirement Medical Plan and the Goulds Postretirement Life Plan, identified as Items 33 and 39 on Schedule 5(a)(i), respectively. As soon as practicable following the Distribution Date, ITT shall transfer to Water 25% of the assets and 25% of the liabilities of the Goulds Postretirement Medical Plan and the Goulds Postretirement Life Plan, and Water shall be liable for such assets and liabilities as of the date of such transfer.

(iv) Transfer of ITT Employee Benefit Trust. As soon as practicable on or after the Distribution Date, ITT shall transfer to Defense the ITT Employee Benefit Trust, and Defense shall assume all liabilities associated with such trust. As soon as practicable following the Distribution Date, ITT shall transfer to Defense all of the assets and liabilities of the ITT Employee Benefit Trust related to the retiree portion of the plan, and Defense shall be liable for all such assets and liabilities as of the date of such transfer.

(v) ITT Salaried Retiree Health Plan. Effective as of the Distribution Date, the ITT Salaried Retiree Health Plan identified as Item 13 on Schedule 5(a)(i) will provide that for purposes of determining eligibility for post-retirement medical benefits under the ITT Salaried Retiree Health Plan with respect to an eligible salaried Preexisting ITT Employee who on the Distribution Date, becomes a Water Employee or remains an ITT Employee, such Water Employee or ITT Employee shall be credited with the same eligibility service he or she is credited with under the ITT Salaried Retirement Plan as described in Section 3(b)(vii) herein.

(vi) Severance. Effective as of the Distribution Date, each of ITT, Water and Defense shall provide severance plans for all Preexisting ITT Employees which are substantially equivalent to those ITT severance plans covering such employees immediately prior to the

Distribution Date identified as Items 15-19 of Schedule 5(a)(i), with no restriction as to modification by each of ITT, Water and Defense.

(vii) Long-Term Disability Insurance. Effective as of the Distribution Date, Water and Defense shall each adopt long-term disability plans, identical in all material respects to the ITT Long-Term Disability Plan and the ITT Corporation Excess Long-Term Disability Plan identified as Items 23 and 24 of Schedule 5(a)(i), each as in effect on the Distribution Date, covering eligible Water Employees and Defense Employees, respectively.

(viii) Liabilities. ITT shall transfer all liability to Defense with respect to, and all Code Section 501(c)(9) assets attributable to, retiree life insurance and medical benefits under the ITT employee welfare benefit plans, except that (x) ITT shall transfer to Water the liability of ITT with respect to, and any assets attributable to, certain Preexisting ITT Employees identified on Schedule 1(a)(i) whose employment is transferred to Water in connection with the Distribution, and Water does hereby assume such liability, and (y) ITT shall transfer to Defense the liability with respect to, and assets attributable to, certain Preexisting ITT Employees identified on Schedule 1(a)(ii) whose employment is transferred to Defense in connection with the Distribution, and Defense does hereby assume such liability.

(ix) Change in Control. If there is a Change in Control of ITT, Water or Defense during the five-year period following the Distribution Date, then the company in which such Change in Control occurred shall not, during the balance of such five-year period, reduce or eliminate health benefits in effect immediately prior to such Change in Control provided to former employees who retired from ITT or any of its Affiliates on or prior to the Distribution Date (or as set forth in the next succeeding sentence), or increase associated retiree contributions, unless the other companies consent in writing to such a reduction, elimination or cost increase; provided, however, that the company in which the Change in Control occurred may, in its sole discretion, modify such benefits in accordance with the changes contemplated in the assumptions in effect immediately prior to the Change in Control that are used to establish such company’s Accumulated Postretirement Benefit Obligation (as defined in Financial Accounting Standards Board ASC 715). Persons who are receiving severance payments in connection with the Distribution and who are or become eligible to retire on or before the end of such severance period shall be afforded the treatment of this Section 5(b)(ix).

(x) Indemnity.In the event that any of ITT, Water or Defense is asked to consent to a reduction, elimination or cost increase with respect to retiree health benefits after a Change in Control as described in clause (iii) above, each such company shall determine whether to provide such consent in its sole and absolute discretion. Each of ITT, Water and Defense does hereby agree to indemnify any other company asked by it to provide such consent against any and all liability that might arise with respect to the granting or withholding of such consent.

(c) Non-US H&W Plans. (i) Continuation of Non-US H&W Plans. Following the Distribution Date, ITT shall continue to sponsor the ITT Non-US H&W Plans as so identified on Schedule 5(a)(ii). Following the Distribution Date, Defense shall continue to sponsor the Defense Non-US H&W Plans as so identified on Schedule 5(a)(ii). Following the Distribution Date, Water shall continue to sponsor the Water Non-US H&W Plans as so identified on Schedule 5(a)(ii). Each of ITT, Defense and Water shall assume all liabilities associated with

such plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date. Each of ITT, Defense and Water shall retain all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date. For any ITT Non-US H&W Plan not identified on Schedule 5(a)(ii), the entity that maintained such ITT Non-US H&W Plan prior to the Distribution Date shall continue to maintain such plan and assume all liabilities associated with such plan following the Distribution Date.

(ii) Adoption of Non-US H&W Plans. Effective as of the Distribution Date, ITT shall adopt benefits plans for ITT Employees, which shall have terms similar in all material respects to the benefit plans identified on Items 27, 30-35 and 42 of Schedule 5(a)(ii). Effective as of the Distribution Date, Defense shall adopt benefits plans for Defense Employees, which shall have terms similar in all material respects to the benefit plans identified on Items 7, 8, 22 and 23 of Schedule 5(a)(ii). Effective as of the Distribution Date, Water shall adopt benefits plans for Water Employees, which shall have terms similar in all material respects to the benefit plans identified on Items 7-11, 22 and 23 of Schedule 5(a)(ii). Each of ITT, Defense and Water shall assume all liabilities associated with the plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date.

6. INCENTIVE PLANS. (a) ITT currently maintains certain annual incentive plans and certain long-term performance plans, each as listed on Schedule 6(a) (the “Incentive Plans”), pursuant to which certain Preexisting ITT Employees employed by ITT might become entitled to payments after the Distribution Date with respect to their performance with ITT prior to the Distribution Date.

(b) Effective as of the Distribution Date, ITT shall be and remain liable for all payments accrued prior to the Distribution Date for ITT Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Water shall be and remain liable for all payments accrued prior to the Distribution Date for Water Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. Effective as of the Distribution Date, Defense shall be and remain liable for all payments accrued prior to the Distribution Date for Defense Employees under the Incentive Plans, including any such payments to be made following the Distribution Date. ITT, Water and Defense shall cause any such payments under the Incentive Plans to be recognized as compensation without regard to the source of such payments.

As soon as practicable following the Distribution Date, ITT shall transfer any amounts accrued under the Incentive Plans for (i) Water Employees to Water and (ii) Defense Employees to Defense.

(c) All multi-year cash performance awards under the Incentive Plans (the “TSR Awards”) shall be terminated effective as of the Distribution Date. ITT shall determine the amount to be paid in cash, if any, to each eligible Preexisting ITT Employee under outstanding TSR Awards as described in this Section 6(c). The amount to be paid under the TSR Awards shall be paid in cash on the normal payment schedule of the original TSR Award. ITT shall be liable for and make any such payments to ITT Employees, including any such payments to be made following the Distribution Date. Water shall be liable for and make any such

payments to Water Employees, including any such payments to be made following the Distribution Date. Defense shall be liable for and make any such payments to Defense Employees, including any such payments to be made following the Distribution Date.

For the TSR Awards granted in 2009, ITT shall pay such award in cash to the extent payment is earned according to the original vesting and payment schedule to each eligible Preexisting ITT Employee based on (i) actual performance for the pro rata percentage of the performance period completed on the Distribution Date and (ii) target value for the remaining uncompleted performance period following the Distribution Date.

For the TSR Awards granted in 2010, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense shall award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) a restricted stock unit (“RSU”) for the remaining target value, which RSU shall vest on December 31, 2012 and shall be settled in ITT shares, Water shares or Defense shares, as applicable.

For the TSR Awards granted in 2011, (i) ITT shall pay such award in cash to the extent payment is earned to each eligible Preexisting ITT Employee based on actual performance for the pro rata percentage of the performance period completed on the Distribution Date, which shall be paid according to the original vesting and payment schedule, and (ii) following the Distribution Date, ITT, Water or Defense will award to such Preexisting ITT Employee (thereafter, an ITT Employee, a Water Employee or Defense Employee, as applicable) an RSU for the remaining target value, which RSU shall vest on December 31, 2013 and shall be settled in ITT shares, Water shares or Defense shares, as applicable.

(d) Effective as of the Distribution Date, ITT shall accrue, be and remain liable for all payments for ITT Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Water shall accrue, be and remain liable for all payments for Water Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a). Effective as of the Distribution Date, Defense shall accrue, be and remain liable for all payments for Defense Employees under the ITT Corporation Retention Program as identified on Item 4 of Schedule 6(a).

7. STOCK OPTIONS AND OTHER AWARDS. (a) Effective as of the Distribution Date, outstanding stock options (whether vested or unvested), stock appreciation rights, RSUs and restricted stock awards (together, “ITT stock awards”) under the ITT stock plans listed on Schedule 7(a), as each plan may have been amended from time to time (the “ITT Stock Plans”), shall be treated as follows:

(i) ITT Employees; Retirees. ITT stock awards held by ITT Employees and ITT Retirees shall be adjusted to reflect the Distribution, as provided pursuant to the terms of the ITT Stock Plans, such that they retain ITT stock awards (but not stock awards payable in Water or Defense shares) following the Distribution Date.

(ii) Water Employees. Water Employees holding ITT stock awards shall receive substitute stock awards in respect of Water Common Stock pursuant to the terms of a stock plan to be adopted by Water as of the Distribution Date (the “Water Stock Plan”), which are deemed adjusted to reflect the Distribution, as provided pursuant to the terms of the ITT Stock Plans and as described in Section 7(a)(i).

(iii) Defense Employees. Defense Employees holding ITT stock awards shall receive substitute stock awards in respect of Defense Common Stock pursuant to the terms of a stock plan, to be adopted by Defense as of the Distribution Date (the “Defense Stock Plan”), which are deemed adjusted to reflect the Distribution, as provided pursuant to the terms of the ITT Stock Plans and as described in Section 7(a)(i).

(iv) ITT Non-Employee Directors. The Compensation and Personnel Committee of the Board of Directors of ITT has approved the adjustment of any ITT stock awards held by such non-employee directors that have not been exercised as of the Distribution Date to reflect the Distribution, as provided pursuant to the terms of the ITT Stock Plans following the conversion formula used for common shareholders of ITT stock. Such ITT stock awards held by a non-employee director will be adjusted on an “as distributed basis” such that each ITT stock award will be converted into a like number of ITT stock awards based on shares of each of ITT, Water and Defense following the Distribution Date. Generally, vesting and exercisability terms will remain the same, although certain adjustments may be made as the Board of Directors of ITT or the applicable committee thereof shall approve.

(v) Other Provisions. Effective as of the Distribution Date, Water Employees and Defense Employees shall cease active participation in all ITT Stock Plans; provided, however, that Water Employees and Defense Employees shall receive full credit under any substitute stock awards in respect of Water Common Stock and Defense Common Stock, respectively, for their service to ITT Group prior to the Distribution. To the extent that any Preexisting ITT Employee continues to be entitled to future ITT awards following the Distribution Date, such grants may be made in forms that are acceptable to ITT, Water or Defense, as such entity deem adequate.

(b) Manner of Substitution. (i) With respect to each cancelled ITT stock award, the number and exercise price of substitute stock awards granted under the Water Stock Plan or the Defense Stock Plan with respect thereto, and the other terms and conditions of the substitute stock awards, shall be equitably determined to preserve the economic value of the cancelled ITT stock award.

(ii) Each holder of ITT Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Water Distribution a substitute stock award representing [•] [of a] share[s] of Water Common Stock granted under the Water Stock Plan for every stock award representing one (1) share of ITT Common Stock granted under the ITT Stock Plan held by such holder. No action by any such holder shall be necessary for such holder to receive the applicable substitute stock award representing shares of Water Common Stock such holder is entitled in the Water Distribution.

(iii) Each holder of ITT Common Stock on the Distribution Record Date (or such holder’s designated transferee or transferees) shall be entitled to receive in the Defense Distribution a substitute stock award representing [•] [of a] share[s] of Defense Common Stock granted under the Defense Stock Plan for every stock award representing one (1) share of ITT Common Stock granted under the ITT Stock Plan held by such holder. No action by any such holder shall be necessary for such holder to receive the applicable substitute stock award representing shares of Defense Common Stock such holder is entitled in the Defense Distribution.

(c) Fractional Shares(d) . ITT holders of stock awards under ITT incentive plans on the Distribution Record Date, which would entitle such holders to receive a substitute stock award representing less than one whole share of Water Common Stock or Defense Common Stock, as the case may be, in the applicable Distribution, shall receive (x) if such holders are entitled to receive a substitute stock award representing less than one-half of a whole share of Water Common Stock or Defense Common Stock, as the case may be, such number shall be rounded down to the next whole share of Water Common Stock or Defense Common Stock, or (y) if such holders are entitled to receive a substitute stock award representing at least one-half of a whole share of Water Common Stock or Defense Common Stock, as the case may be, such number shall be rounded up to the next whole share of Water Common Stock or Defense Common Stock, as the case may be. Fractional shares of Water Common Stock or Defense Common Stock shall not be distributed in the Distribution nor credited to book-entry accounts, provided however that fractional shares of ITT, Water or Defense held for the benefit of employees in book-entry accounts with the Company’s external administrator may be credited to such accounts. The Distribution Agent shall, as soon as practicable after the Distribution Date distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of such stock awards, based upon the average gross selling price per share of Water Common Stock or Defense Common Stock, as the case may be, after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. Notwithstanding the foregoing, in the event of any adjustment, stock split, reverse stock split or other adjustment or change to the capitalization of shares of ITT, Water or Defense that occurs at or following the Distribution, ITT, Water or Defense, as applicable, shall provide for an adjustment of the applicable stock awards then held to reflect such adjustment, stock split, reverse stock split or other adjustment or change to the capitalization of shares prior to the subsequent distribution and the terms of the applicable equity incentive plans will continue to apply to the applicable stock awards.

8. COLI. (a) Effective as of the Distribution Date, the COLI policies underwritten by Northwestern Mutual Life Insurance Company and New York Life covering certain Preexisting ITT Employees who are eligible for participation in the ITT Deferred Compensation Plan shall be allocated among the three companies in accordance with Schedule 8(a).

(b) Effective as of the Distribution Date, COLI policies underwritten by Penn Insurance and Annuity Company as set forth in Schedule 8(b) purchased in connection with supplemental executive life benefits known as “Options C and D” will remain with ITT.

9. DIRECTOR PLANS. (a) Treatment of Current Director Plans. (i) Effective as of the Distribution Date, ITT shall continue the director plans identified on Schedule 9(a) (the “ITT Director Plans”). With respect to any non-employee director of ITT immediately following the Distribution who is not also a director of Water or Defense at such time and who has an accrued benefit under the suspended ITT Directors Retirement Plan, ITT shall provide such accrued benefit in accordance with the terms of such plan, but only to the extent such accrued benefit is not duplicated under a plan maintained by Water or Defense.

(ii) Effective as of the Distribution Date, Defense shall adopt benefits plans for non-employee directors of Defense, which shall have terms similar in all material respects to the ITT Director Plans set forth on Schedule 9(a) (the “Defense Director Plans”), and Water shall adopt benefits plans for non-employee directors of Defense, which shall have terms similar in all material respects to the ITT Director Plans set forth on Schedule 9(a) (the “Water Director Plans”).

(iii) As soon as practicable on or after the Distribution Date, ITT shall cause the transfer of the accounts of all non-employee directors of Defense from the ITT Directors Plans to the Defense Director Plans. As soon as practicable on or after the Distribution Date, ITT shall cause the transfer of the accounts of all non-employee directors of Water from the ITT Directors Plans to the Water Director Plans. Such assets will be transferred in kind to the maximum extent practicable.

(b) Adoption of Water Director Plans. Effective as of the Distribution Date, Water shall adopt plans and programs for non-employee directors that are identical in all material respects to the ITT Director Plans. With respect to any non-employee director of Water immediately following the Distribution who has an accrued benefit under any ITT Director Plan, Water shall provide such accrued benefit in accordance with the terms of such plan, but only to the extent such accrued benefit is not duplicated under a plan maintained by ITT or Defense.

(c) Adoption of Defense Director Plans. Effective as of the Distribution Date, Defense shall adopt plans and programs for non-employee directors that are identical in all material respects to the ITT Director Plans(d) . With respect to any non-employee director of Defense immediately following the Distribution who has an accrued benefit under any suspended ITT Director Plan, Defense shall provide such accrued benefit in accordance with the terms of such plan, but only to the extent such accrued benefit is not duplicated under a plan maintained by ITT or Water.

10. COLLECTIVE BARGAINING AGREEMENTS. (a) ITT Collective Bargaining Agreements. ITT shall retain all collective bargaining agreements and associated liabilities so identified on Schedule 10(a) and for each such collective bargaining agreement in effect as of the Distribution Date. For each such collective bargaining agreement in effect as of the Distribution Date, ITT shall continue to recognize the union which is a party to such collective bargaining agreement as the exclusive collective bargaining representative for the ITT Employees covered under the terms of each such collective bargaining agreement.

(b) Water Collective Bargaining Agreements. Water shall expressly assume all collective bargaining agreements and associated liabilities so identified on Schedule 10(a)

effective as of the Distribution Date. For each such collective bargaining agreement in effect as of the Distribution Date, Water agrees to recognize the union which is a party to each such collective bargaining agreement as the exclusive collective bargaining representative for the Water Employees covered under the terms of each such collective bargaining agreement.

(c) Defense Collective Bargaining Agreements. Defense shall expressly assume all collective bargaining agreements and associated liabilities so identified on Schedule 10(a) effective as of the Distribution Date. For each such collective bargaining agreement in effect as of the Distribution Date, Defense agrees to recognize the union which is a party to each such collective bargaining agreement as the exclusive collective bargaining representative for the Defense Employees covered under the terms of each such collective bargaining agreement.

(d) EU Directive. Notwithstanding anything to the contrary in this Section 10, in countries in which the European Union Acquired Rights Directive applies, collective bargaining agreements and any other agreements with employee representatives will continue to apply after the Distribution Date to the extent and in the manner provided for by local law.

11. TRANSITION SERVICES. Each of ITT, Water and Defense shall provide such transition services as required by the Transition Services Agreement.

12. ALLOCATION OF BALANCE SHEET ACCOUNTS. Effective as of the Distribution Date, certain balance sheet accounts attributable to employee benefit plans for which responsibility is being transferred from ITT to Water and/or Defense shall be allocated to the balance sheets of Water or Defense, as appropriate, on the following basis:

(a) All accruals on the balance sheets of Water (including accruals on the balance sheet of Water) and Defense (including accruals on the balance sheet of Defense) which relate to benefit plans sponsored by the respective companies shall be unaffected by the provisions of this Section 12.

(b) With regard to the liabilities recorded by ITT with respect to the ITT Excess Savings Plan that will, in accordance with Section 4(c)(iii), be assumed by Water and Defense, respectively, ITT shall allocate to the respective new employing entity an amount equal to the sum of the plan balances for such affected employees.

(c) For each category of balance sheet account enumerated in this Section 12, there has been recorded a corresponding deferred tax debit or credit, as the case may be, which shall also be allocated to the respective companies based on the amount allocated for the stated reason above.

(d) To the extent that a balance sheet account requiring allocation among the companies exists that is not specifically included in this Section 12, ITT shall make the allocation on a reasonable basis, subject to the agreement of the party in whose favor the allocation is being made.

13. ACCESS TO INFORMATION AND DATA EXCHANGE. (a) Provision of Corporate Records. (i) Consistent with Section 6.3 of the Distribution Agreement, upon the prior written request by Water or Defense for specific and identified agreements, documents, books, records or files including, without limitation, computer files, microfiche, tape recordings and photographs (collectively, “Records”), relating to or affecting Water or Defense, as applicable, ITT shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a reasonable need for such originals) in the possession of ITT or any of its Subsidiaries, but only to the extent such items are not already in the possession of the requesting party; provided, however, that as soon as practicable following the Distribution Date, ITT shall provide copies of all necessary employee documentation for the Water Employees listed on Schedule 1(a)(i) to Water and shall provide copies of all necessary employee documentation for the Water Employees listed on Schedule 1(a)(ii) to Defense.

(ii) After the Distribution Date, upon the prior written request by ITT or Defense for specific and identified Records relating to or affecting ITT or Defense, as applicable, Water shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a need for such originals) in the possession of Water or any of its Subsidiaries, but only to the extent such items are not already in the possession of the requesting party.

(iii) After the Distribution Date, upon the prior written request by ITT or Water for specific and identified Records relating to or affecting ITT or Water, as applicable, Defense shall arrange, as soon as reasonably practicable following the receipt of such request, for the provision of appropriate copies of such Records (or the originals thereof if the party making the request has a need for such originals) in the possession of Defense or any of its Subsidiaries, but only to the extent such items are not already in the possession of the requesting party.

(b) Access to Information. (i) From and after the Distribution Date and consistent with Section 6.3 of the Distribution Agreement, each of ITT, Water and Defense shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate restrictions for classified, privileged or confidential information, to the personnel, properties, books and Records of such party and its Subsidiaries insofar as such access is reasonably required by the other party.

(ii) Without limiting the generality of the foregoing clause (i), except as otherwise provided by law, each party hereto shall furnish, or shall cause to be furnished to the other parties, a list of all benefit plan participants and employee data or information in its possession which is necessary for such other parties to maintain and implement any benefit plan or arrangement covered by this Agreement, or to comply with

the provisions of this Agreement, and which is not otherwise readily available to such other party.

(c) Reimbursement; Other Matters. (i) Except to the extent otherwise specifically identified by the Distribution Agreement or any Ancillary Agreement, a party providing Records or access to information to the other party under this Section 13 shall be entitled to receive from the recipient, upon the presentation of invoices therefore, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses, as may be reasonably incurred in providing such Records or access to information.

(ii) The parties hereto shall comply with those document retention policies, cost sharing arrangements, expense reimbursement procedures and request procedures as shall be established and agreed to in writing by their respective authorized officers on or prior to the Distribution Date in respect of Records and related matters.

(d) Confidentiality. Each of (i) ITT and its Subsidiaries, (ii) Water and its Subsidiaries and (iii) Defense and its Subsidiaries shall not use or permit the use of (without the prior written consent of the other) and shall hold, and shall cause its consultants and advisors to hold, in strict confidence, all information concerning the other parties in its possession, its custody or under its control (except to the extent that (A) such information has been in the public domain through no fault of such party or (B) such information has been later lawfully acquired from other sources by such party or (C) the Distribution Agreement, this Agreement or any other Ancillary Agreement or any other agreement entered into pursuant hereto permits the use or disclosure of such information or (D) as may be required under the USA Patriot Act) to the extent such information (x) relates to the period up to the Effective Time, (y) relates to the Distribution Agreement or any Ancillary Agreement or (z) is obtained in the course of performing services for the other party pursuant to the Distribution Agreement or any Ancillary Agreement, and each party shall not (without the prior written consent of the other) otherwise release or disclose such information to any other person, except such party’s auditors and attorneys, unless compelled to disclose such information by judicial or administrative process or unless such disclosure is required by law and such party has used commercially reasonable efforts to consult with the other affected party or parties prior to such disclosure. To the extent that a party hereto is compelled by judicial or administrative process to disclose such information under circumstances in which any evidentiary privilege would be available, such party agrees to assert such privilege in good faith prior to making such disclosure. Each of the parties hereto agrees to consult with each relevant other party in connection with any such judicial or administrative process, including, without limitation, in determining whether any privilege is available, and further agrees to allow each such relevant party and its counsel to participate in any hearing or other proceeding (including, without limitation, any appeal of an initial order to disclose) in respect of such disclosure and assertion of privilege. Notwithstanding anything to the contrary contained herein, each party shall be entitled to use information disclosed pursuant to this Agreement to the extent reasonably necessary for the administration of its employee benefit plans in accordance with applicable law.

14. NOTICES; COOPERATION. Notwithstanding anything in this Agreement to the contrary, all actions contemplated herein with respect to benefit plans which are to be consummated pursuant to this Agreement shall be subject to such notices to, and/or

approvals by, the Internal Revenue Service (or other governmental agency or entity) as are required or deemed appropriate by such benefit plan’s sponsor. Each of ITT, Water and Defense agrees to use its commercially reasonable efforts to cause all such notices and/or approvals to be filed or obtained, as the case may be, in a timely fashion. Each party hereto shall reasonably cooperate with the other parties with respect to any government filings, employee notices or any other actions reasonably necessary to maintain and implement the employee benefit arrangements covered by this Agreement.

15. FURTHER ASSURANCES. From time to time, as and when reasonably requested by any other party hereto, each party hereto shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other party may reasonably deem necessary or desirable to effect the purposes of this Agreement and the transactions contemplated hereunder.

16. INDEMNIFICATION. (a) Indemnification by ITT. Except as otherwise specifically set forth in this Agreement or in Article VII of the Distribution Agreement, ITT shall indemnify, defend and hold harmless the Water Indemnitees and the Defense Indemnitees from and against any and all Indemnifiable Losses of the Water Indemnitees and the Defense Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) any employee benefit plan, policy, program or arrangement established or adopted by ITT effective on or after the Distribution Date, (ii) any and all liabilities relating primarily to, arising primarily out of or resulting primarily from the operation or conduct of any ITT Plan or any individual identified as an ITT Employee, (iii) any liability assumed or retained by ITT pursuant to the terms and conditions set forth on Schedule 16(a) of this Agreement or (iv) the breach by ITT of any provision of this Agreement.

(b) Indemnification by Water. Except as otherwise specifically set forth in this Agreement or in Article VII of the Distribution Agreement, Water shall indemnify, defend and hold harmless the ITT Indemnitees and the Defense Indemnitees from and against any and all Indemnifiable Losses of the ITT Indemnitees and the Defense Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) any employee benefit plan, policy, program or arrangement established or adopted by Water effective on or after the Distribution Date, (ii) any and all liabilities relating primarily to, arising primarily out of or resulting primarily from the operation or conduct of any Water Plan or any individual identified as a Water Employee, (iii) any liability assumed or retained by Water pursuant to the terms and conditions set forth on Schedule 16(b) of this Agreement or (iv) the breach by Water of any provision of this Agreement.

(c) Indemnification by Defense. Except as otherwise specifically set forth in this Agreement or in Article VII of the Distribution Agreement, Defense shall indemnify, defend and hold harmless the ITT Indemnitees and the Water Indemnitees from and against any and all Indemnifiable Losses of the ITT Indemnitees and the Water Indemnitees, respectively, arising out of, by reason of or otherwise in connection with (i) any employee benefit plan, policy, program or arrangement established or adopted by Defense effective on or after the Distribution Date, (ii) any and all liabilities relating primarily to, arising primarily out of or resulting primarily from the operation or conduct of any Defense Plan or any individual identified as a Defense Employee, (iii) any liability assumed or retained by Defense pursuant to the terms and

conditions set forth on Schedule 16(c) of this Agreement or (iv) the breach by Defense of any provision of this Agreement.

(d) Limitations on Indemnification Obligations. (i) The amount that any party (an “Indemnifying Party”) is or may be required to pay to any other person (an “Indemnitee”) pursuant to paragraphs (a), (b) or (c) of this Section 16, as applicable, shall be reduced (retroactively or prospectively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such Indemnitee in respect of the related Indemnifiable Loss. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of an Indemnifiable Loss and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such Indemnifiable Loss, then such Indemnitee shall pay to such Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other amounts actually received, up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Loss.

(ii) An Indemnifying Party shall not be required to indemnify or pay an Indemnitee pursuant to paragraphs (a), (b) or (c) of this Section 16, as applicable, for any Indemnifiable Losses relating to or associated with any employee benefit plan, policy, program or arrangement of the Indemnifying Party arising out of, by reason of or otherwise in connection with any act or failure to act on the part of such Indemnitee (including for this purpose any subsidiaries, businesses or operations which become associated with the Indemnitee by virtue of or in connection with the Distribution) with respect to or in connection with such employee benefit plan, policy, program or arrangement, including, without limitation, any such act or failure to act in connection with the administration by the Indemnitee of such employee benefit plan, policy, program or arrangement.

(e) Survival of Indemnities. The obligations of ITT, Water and Defense under this Section 16 shall survive the sale or other transfer by any of them of any assets or businesses or the assignment by any of them of any Liabilities, with respect to any Indemnifiable Loss of the other related to such assets, businesses or Liabilities.

17. DISPUTE RESOLUTION. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement, including, without limitation, any claim based on contract, tort, statute or constitution, the relevant parties shall adhere to the dispute resolution procedures as described in the Distribution Agreement.

18. MISCELLANEOUS. (a) Complete Agreement; Construction. This Agreement, including the Schedules and the Distribution Agreement, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution

Agreement, this Agreement shall control unless specifically stated otherwise in the Distribution Agreement.

(b) Ancillary Agreements. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

(c) Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties.

(d) Survival of Agreements. Except as otherwise contemplated by this Agreement, all covenants and agreements of the parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

(e) Expenses. Except as specifically listed on Schedule 18(e), all out-of-pocket fees and expenses incurred, or to be incurred and directly related to the transactions contemplated hereby shall be paid as described in the Distribution Agreement.

(f) Notices. All notices, requests, claims, demands and other communications under this Agreement shall be made as described in the Distribution Agreement.

(g) Waivers. Any consent required or permitted to be given by any party to the other parties under this Agreement shall be in writing and signed by the party giving such consent and shall be effective only against such party.

(h) Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the prior written consent of the other parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other parties to this Agreement.

(i) Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the parties and their respective successors and permitted transferees and assigns.

(j) Termination and Amendment. This Agreement may be terminated, amended, modified or amended and the Distribution may be modified or abandoned at any time prior to the Effective Time by and in the sole discretion of ITT without the approval of Water, Defense or the shareholders of ITT. In the event of such termination, no party shall have any liability of any kind to any other party or any other person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by ITT, Water and Defense.

(k) Payment Terms. Except as expressly provided to the contrary in this Agreement, any amount to be paid or reimbursed by any party, on the one hand, to any other party or parties, on the other hand, under this Agreement shall be paid or reimbursed hereunder within sixty (60) days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount. Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within sixty (60) days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to LIBOR, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(l) No Circumvention. The parties agree not to directly or indirectly take any actions, act in concert with any person who takes an action, or cause (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.

(m) Subsidiaries. Each of the parties hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such party or by any entity that becomes a Subsidiary of such party at the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable party.

(n) Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

(o) Title and Headings. Titles and headings to Sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(p) Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Schedules constitutes an admission of any liability or obligation of ITT, Water or Defense or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of ITT, Water or Defense or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Schedule is made solely for purposes of allocating potential liabilities among the parties and shall not be deemed as or construed to be an admission that any such liability exists.

(q) Governing Law. This Agreement shall be governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York; provided that the Indiana Business Corporation Law, including the provisions thereof governing

the fiduciary duties of directors of a Indiana corporation, shall govern, as applicable, the internal affairs of ITT, Defense and Water, as the case may be.

(r) Consent to Jurisdiction. Subject to the provisions of Article XVI hereof, each of the parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article IX of the Distribution Agreement or to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in the New York Courts with respect to any matters to which it has submitted to jurisdiction in this Section 18(r). Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(s) Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18(S).

(t) Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

(u) Force Majeure. No party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable parties of the

nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

(v) Interpretation. The parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

(w) No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

(x) No Waiver. No failure to exercise and no delay in exercising, on the part of any party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

(y) No Admission of Liability. The allocation of assets and liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such assets and liabilities among ITT, Water and Defense and is not intended as an admission of liability or responsibility for any alleged liabilities vis a vis any third party, including with respect to the Liabilities of any non-wholly owned subsidiary of ITT, Water or Defense.

(z) Definitions. Capitalized terms used herein shall have the respective meanings specified in the Appendix attached hereto unless otherwise herein defined or the context hereof shall otherwise require.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed and entered into this Agreement, as of the date first above written.


		ITT Corporation

		By:

		Name:

		Title:


		Xylem Inc.

		By:

		Name:

		Title:


		Exelis Inc.

		By:

		Name:

		Title:

[Signature Page]

19. DEFINITIONS.

As used in the Agreement, the following terms have the following meanings:

“1995 Employee Matters Agreement” means the Employee Benefit Services and Liability Agreement dated as of November 1, 1995, among ITT Corporation, a Delaware corporation, ITT Destinations, Inc., a Nevada corporation, and ITT Hartford Group, Inc., a Delaware corporation.

“Affiliate” has the meaning set forth in the Distribution Agreement.

“Ancillary Agreements” means all of the written agreements, instruments, understandings, assignments or other written arrangements (other than this Agreement and the Distribution Agreement) entered into in connection with the transactions contemplated hereby, including, without limitation, the Conveyancing and Assumption Instruments, the Transition Services Agreement, the Tax Matters Agreement, the License Agreements, the IP Assignments, the Supply Agreement[s], the Master Lease Agreement and the Master Sublease Agreement.

“Board” has the meaning set forth in the recitals to this Agreement.

“British DB Plan” has the meaning set forth in Section 3 of this Agreement.

“Canadian Salaried DB Plans” has the meaning set forth in Section 3 of this Agreement.

“Change in Control” means (i) where reference is made to a particular ITT Plan (including, without limitation, the 2003 ITT Equity Incentive Plan), the definition of “Change in Control” or “Acceleration Event” in such ITT Plan and (ii) where no reference is made to a particular ITT Plan, with respect to ITT, Defense or Water (each, a “Company” for the purposes of this definition), the first day that any one or more of the following conditions have been satisfied: (a) a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Exchange Act disclosing that any person, other than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary (or related trust), is the beneficial owner directly or indirectly of twenty percent (20%) or more of the outstanding shares of stock of the Company; (b) any person, other than the Company or a Subsidiary, or any employee benefit plan sponsored by the Company or a Subsidiary (or related trust), shall purchase shares pursuant to a tender offer or exchange offer to acquire any of the shares of stock of the Company (or securities convertible into stock of the Company) for cash, securities or any other consideration, provided that after consummation of the offer, the person in question is the beneficial owner, directly or indirectly, of twenty percent (20%) or more of the outstanding shares (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire shares); (c) the consummation of (i) any consolidation, business combination or merger involving the Company, other than a consolidation, business combination or merger involving the Company in which holders of shares immediately prior to the consolidation, business combination or merger (x) hold fifty percent (50%) or more of the combined voting power of the Company (or the corporation resulting from the consolidation, business combination or merger or the parent of such

corporation) after the merger and (y) have the same proportionate ownership of common stock of the Company (or the corporation resulting from the consolidation, business combination or merger or the parent of such corporation), relative to other holders of shares immediately prior to the consolidation, business combination or merger, immediately after the consolidation, business combination or merger as immediately before; or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (d) there shall have been a change in a majority of the members of the board of directors of the Company within a 12-month period unless the election or nomination for election by the Company’s shareholders of each new director during such 12-month period was approved by the vote of two-thirds of the directors then still in office who (x) were directors at the beginning of such 12-month period or (y) whose nomination for election or election as directors was recommended or approved by a majority of the directors who were directors at the beginning of such 12-month period; or (e) any person, other than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary (or related trust), becomes the beneficial owner of twenty percent (20%) or more of the shares.

“Conveyancing and Assumption Instruments” has the meaning set forth in the Distribution Agreement.

“Defense” has the meaning set forth in the recitals to this Agreement.

“Defense Business” has the meaning set forth in the Distribution Agreement.

“Defense Common Stock” has the meaning set forth in the recitals to this Agreement.

“Defense Director Plans” has the meaning set forth in Article IX of this Agreement.

“Defense Employees” means persons who, immediately after the Distribution Date, are employed by Defense, including such persons identified on Schedule 1(a)(ii) and such persons absent from work at Defense by reason of layoff, leave of absence or disability.

“Defense Indemnitees” has the meaning set forth in the Distribution Agreement.

“Defense Plans” means such plans, programs and arrangements maintained for the benefit of Defense Employees prior to the Distribution Date.

“Defense Stock Plan” has the meaning set forth in Article VII of this Agreement.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Agent” has the meaning set forth in the Distribution Agreement.

“Distribution Agreement” has the meaning set forth in the recitals to this Agreement.

“Distribution Date” has the meaning set forth in the Distribution Agreement.

“Distribution Record Date” has the meaning set forth in the Distribution Agreement.

“Distribution” has the meaning set forth in the recitals to this Agreement.

“Effective Time” has the meaning set forth in the Distribution Agreement.

“Eligibility End Date” has the meaning set forth in Article III of this Agreement.

“Force Majeure” has the meaning set forth in the Distribution Agreement.

“Incentive Plan” has the meaning set forth in Article VI of this Agreement.

“Indemnifiable Losses” has the meaning set forth in the Distribution Agreement.

“Indemnifying Party” has the meaning set forth in Section 16(d) of this Agreement.

“Indemnitee” has the meaning set forth in Section 16(d) of this Agreement.

“Insurance Proceeds” has the meaning set forth in the Distribution Agreement.

“ITT” has the meaning set forth in the recitals to this Agreement.

“ITT Common Stock” has the meaning set forth in the recitals to this Agreement.

“ITT Director Plans” has the meaning set forth in Article IX of this Agreement.

“ITT Employees” means persons who, immediately after the Distribution Date, are employed by ITT, including such persons absent from work at ITT by reason of layoff, leave of absence or disability.

“ITT Group” means ITT and its affiliates prior to the Distribution.

“ITT Indemnitees” has the meaning set forth in the Distribution Agreement.

“ITT Plans” means the ITT Deferred Compensation Plan, the ITT Defined Benefit Plans, the ITT Defined Contribution Plans, the ITT Director Plan, the ITT Excess Pension Plan, the ITT Excess Savings Plan, the ITT Non-Qualified Plans, the ITT Non-US H&W Plans, the ITT Non-US Pension Plans, the ITT Non-US Unfunded Plans, the ITT Long-Term Disability Plan, the ITT Stock Plans and any other plan, program or arrangement maintained for the benefit of ITT Employees prior to the Distribution Date.

“ITT Retained Business” has the meaning set forth in the Distribution Agreement.

“ITT Retiree” means any retired employee of ITT or any of its predecessors.

“ITT stock awards” has the meaning set forth in Section 7 of this Agreement.

“ITT Stock Plans” has the meaning set forth in Section 7 of this Agreement.

“Laws” has the meaning set forth in the Distribution Agreement.

“Liabilities” has the meaning set forth in the Distribution Agreement.

“Master Trust” means the trust established by ITT and maintained by Northern Trust as the trustee to hold the assets of all US Qualified DB Plans.

“New ITT Trust” has the meaning set forth in Section 3 of this Agreement.

“New Water Trust” has the meaning set forth in Section 3 of this Agreement.

“New York Courts” has the meaning set forth in Article XVIII of this Agreement.

“Non-US DB Plans” has the meaning set forth in Article III of this Agreement.

“Non-US DC Plans” has the meaning set forth in Article IV of this Agreement.

“Non-US H&W Plans” has the meaning set forth in Article V of this Agreement.

“party” means ITT, Water and Defense.

“person” means any natural person, corporation, business trust, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.

“Plan Actuary” means the plan actuary for each Non-US DB Plan, Non-US DC Plan or Non-US H&W Plan prior to the Distribution Date or the third-party individual who determined the liability under such plan prior to, on or after the Distribution Date.

“Preexisting ITT Employees” means persons actively employed by the ITT Group immediately prior to the Distribution; and persons who are absent from work to the ITT Group immediately prior to the Distribution by reason of layoff, leave of absence or disability.

“Records” has the meaning set forth in Article 13 of this Agreement.

“RSUs” has the meaning set forth in Article VII of this Agreement.

“Schedule” or “Schedules” means the Schedules Relating to Benefits and Compensation Matters Agreement, dated as of [____], 2011, among ITT Corporation, Exelis Inc. and Xylem Inc., as they may be amended from time to time.

“Subsidiary” has the meaning set forth in the Distribution Agreement.

“Tax Matters Agreement” has the meaning set forth in the Distribution Agreement.

“Tax” has the meaning set forth in the Tax Matters Agreement.

“Transition Services Agreement” has the meaning set forth in the Distribution Agreement.

“TSR Awards” has the meaning set forth in Article VI of this Agreement.

“USA Patriot Act” means the Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, and any amendments thereto.

“US H&W Plans” has the meaning set forth in Article V of this Agreement.

“US Non-Qualified DB Plans” has the meaning set forth in Article III of this Agreement.

“US Non-Qualified DC Plans” has the meaning set forth in Article IV of this Agreement.

“US Qualified DB Plans” has the meaning set forth in Article III of this Agreement.

“US Qualified DC Plans” has the meaning set forth in Article IV of this Agreement.

“Water” has the meaning set forth in the recitals to this Agreement.

“Water Business” has the meaning set forth in the Distribution Agreement.

“Water Common Stock” has the meaning set forth in the recitals to this Agreement.

“Water Director Plan” has the meaning set forth in Article IX of this Agreement.

“Water Employees” means persons who, immediately after the Distribution Date, are employed by Water, including such persons identified on Schedule 1(a)(i) and such persons absent from work at Water by reason of layoff, leave of absence or disability.

“Water Indemnitees” has the meaning set forth in the Distribution Agreement.

“Water Plans” means such plans, programs and arrangements maintained for the benefit of Water Employees prior to the Distribution Date.

SCHEDULES RELATING TO

BENEFITS AND COMPENSATION MATTERS AGREEMENT

DATED AS OF [ ], 2011,

AMONG

ITT CORPORATION,

XYLEM INC.

AND

EXELIS INC.

TABLE OF CONTENTS


	Page
Schedule 1(a)(i): ITT Employees to Water		1
Schedule 1(a)(ii): ITT Employees to Defense		3
Schedule 1(d): Employment Agreements		5
Schedule 3(a)(i): List of US Qualified Defined Benefit Plans		6
Schedule 3(a)(ii): List of US Non-Qualified Defined Benefit Plans		7
Schedule 3(a)(iii): List of Non-US Defined Benefit Plans		8
Schedule 3(b)(iv): Master Trust Interest		10
Schedule 4(a)(i): List of US Qualified Defined Contribution Plans		11
Schedule 4(a)(ii): List of US Non-Qualified Defined Contribution Plans		12
Schedule 4(a)(iii): List of Non-US Defined Contribution Plans		13
Schedule 4(c)(iii): Employees Under Deferred Compensation Plan		14
Schedule 4(c)(iv): Employees Under Excess Savings Plan		15
Schedule 5(a)(i): List of US Health & Welfare Plans		16
Schedule 5(a)(ii): List of Non-US Health & Welfare Plans		18
Schedule 6(a): List of Incentive Plans		20
Schedule 7(a): List of ITT Stock Plans		21
Schedule 8(a): COLI Policies		22
Schedule 8(b): Executive Life Policies		23
Schedule 9(a): List of ITT Director Plans		24
Schedule 10(a): List of Collective Bargaining Agreements		25
Schedule 16(a): Liabilities Assumed by ITT		27
Schedule 16(b): Liabilities Assumed by Water		27
Schedule 16(c): Liabilities Assumed by Defense		27
Schedule 18(e): Miscellaneous Expenses		28

Schedule 1(a)(i): ITT Employees to Water

Individuals listed on Schedule 1(a)(i) are listed as of 9/22/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.

Individuals employed by the following legal entities:

CURRENT OFFICIAL LEGAL ENTITY

CURRENT

CYCLE

PAYROLL

NEWCO LEGAL

NEW

NAME

CURRENT FEIN

EMPLOYER NAME

INFINIUM

CODE

NAME

ENTITY

NEWCO FEIN

INFINIUM

COUNTRY

COMMON PARENT CORPORATION.
ITT CORPORATION

13-5158950

ITT FLUID TECHNOLOGY

800

FLOBW

FLOJET Bl WEEKLY

Flow Control LLC

45-2115170

891

COMMON PARENT CORPORATION.
ITT CORPORATION

13-5158950

ITT FLUID TECHNOLOGY

800

RCW

BGSAL

BELL & GOSSETT

Fluid Handling, LLC

45-2237289

894

COMMON PARENT CORPORATION.
ITT CORPORATION

13-5158950

ITT FLUID TECHNOLOGY

800

RCW

BGUN

BELL & GOSSETT

Fluid Handling, LLC

45-2237289

894

COMMON PARENT CORPORATION.
ITT CORPORATION

13-5158950

ITT FLUID TECHNOLOGY

800

RCW

HTSAL

HEAT TRANSFER

Fluid Handling, LLC

45-2237289

893

COMMON PARENT CORPORATION.
ITT CORPORATION

13-5158950

ITT FLUID TECHNOLOGY

800

RCW

HTUN

HEAT TRANSFER

Fluid Handling, LLC

45-2237289

893

COMMON PARENT CORPORATION.
ITT CORPORATION

13-5158950

ITT FLUID TECHNOLOGY

800

RCW

RCSAL

R&CW HQ

Fluid Handling, LLC

45-2237289

890

ITT WATER & WASTEWATER USA, INC. [FORMERL WEDECO,

23-2914590

ADVANCED WATER TREATMENT

870

RCW

WPC

WATER POLUTION

Water Co US, Inc.

45-2080074

870

ITT WATER & WASTEWATER USA,INC. [FORMERLY WEDECO,

23-2914590

ITT FLYGT CORPORATION

850

WWW

CPSAL

CUSTOM PUMPS

Water Co US, Inc.

45-2080074

850

ITT WATER & WASTEWATER USA,INC. [FORMERLY WEDECO,

23-2914590

ITT FLYGT CORPORATION

850

WWW

FLSAL

FLYGT SALARY

Water Co US, Inc.

45-2080074

850

ITT WATER & WASTEWATER USA, INC. [FORMERLY WEDECD,

23-2914590

WEDECO INC

874

WWW

WEDBW

WEDECO BW

Water Co US, Inc.

45-2080074

874

RULE INDUSTRIES, INC.

04-2334630

ITT FLOW CQNTROL, AMERICAS/RULE

860

RUSAL

RULE SALARY

Flow Control LLC

45-2115170

860

ITT WATER TECHNOLOGY (IX), LP/LLC

75-2623429

ITT GOULDS PUMPS TEXAS

830

RCW

H9WSA

IX TURBINE &

Texas Turbine, LLC

45-2116251

830

Goulds Pumps Canada (IPG)

CGO

CANADA

Ontario Pro Services Center

CON

CANADA

Individuals associated with the following entities that will transfer to Water:


Chile	1	RCW
India	120	Water
Mexico (Chihuahu	5	FC
Mexico (Nogales)	80	FC
Singapore	15	RCW
South Korea	3	RCW
Taiwan	1	RCW
Thailand	2	RCW
United Kingdom	15	SS
United Kingdom (Basingstoke)	3	IT
United Kingdom (Wniteley, Letcnwort	168	FC


ITT High Precision Manufactured Products (Wuxi) Co., Ltd	63	FC	ITT Water & Waste (Shenyang) Co., Ltd. Wuxi Branch — Assets will also transfer
ITT (China) Investment. Shanghai Branch	51	Water HQ	ITT (Shanghai) Trading Co., Ltd — Assets will transfer
ITT (China) Investment	3		ITT (Shanghai) Trading Co., Ltd,
ITT (China) Investment	2		ITT (Shanghai) Trading Co., Ltd, Beijing Branch
ITT (China) Investment, Shanghai Branch	2		ITT (Shanghai) Trading Co., Ltd Beijing Branch
ITT (China) Investment, Shanghai Branch	1		ITT (Nanjing) CO., Ltd
ITT (China) Investment	1		ITT (Shanghai) Trading Co., Ltd,

3. Individual employees identified below:

Schedule 1(a)(ii): ITT Employees to Defense

Individuals listed on Schedule 1(a)(ii) are listed as of 9/22/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.

1. Individuals employed by the following legal entities:

CURRENT OFFICIAL LEGAL ENTITY

CURRENT

CYCLE

PAYROLL

NEW

NAME

CURRENT FEIN

CURRENT EMPLOYER NAME

INFINIUM

CODE

NAME

NEWCO LEGAL ENTITY

NEWCO FEIN

INFINIUM

COUNTRY

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ADVANCED ENGR AND SCIENCES

150

BWAES

ADVANCED ENGR &

Exelis Inc.

45-2083813

150

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ADVANCED ENGR AND SCIENCES

150

BWIST

BI-WEEKLY IMPACT

45-2083813

150

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ADVANCED ENGR AND SCIENCES

150

BWPRO

AES PROFESSIO

Exelis Inc.

45-2083813

150

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT AES-ALM(EDO PROF SERV INC)

152

BALM

ALM B1-WEEKLY

Exelis Inc.

45-2083813

152

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT COMMUNICATIONS SYSTEMS

200

BIWK

FT WAYNE SALARIED-

Exelis Inc.

45-2083813

200

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT COMMUNICATIONS SYSTEMS

200

BIWK1

CLIFTON SALARIED -

Exelis Inc.

45-2083813

200

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT COMMUNICATIONS SYSTEMS

200

WEEK

FT WAYNE HOURLY-

Exelis Inc.

45-2083813

200

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT CS CO SPRINGS

230

BWCSC

COMM SYSTEMS

Exelis Inc.

45-2083813

230

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT DEFENSE & ELECTRONICS

120

BWDT

BW DEFENSE &

Exelis Inc.

45-2083813

120

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ELECTRONIC SYSTEMS-EW

100

BWAV

BIWEEKLY AVIONICS

Exelis Inc.

45-2083813

100

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ELECTRONIC SYSTEMS-EW

100

WKAC

WEEKLY ACD

Exelis Inc.

45-2083813

100

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ELECTRONIC SYSTEMS-EW

100

WKAV

WEEKLY AVIONICS

Exelis Inc.

45-2083813

100

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT ELECTRONIC SYSTEMS-RADAR

300

GILBW

GILFILLAN SALARIED

Exelis Inc.

45-2083813

300

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT NIGHT VISION

400

BWNV

BI-WK NIGHT

Exelis Inc.

45-2083813

400

COMMON PARENT CORPORATION ITT CORPORATION

13-5158950

ITT NIGHT VISION

400

WKNV

WEEKLY NIGHT

Exelis Inc.

45-2083813

400

Individuals associated with the following entities that will transfer to Defense:


Country	# of Empl.	VCs
Australia	1	Def HQ
Singapore	1	GS
Taiwan	1	ES
United Kingdom	3	IT

Individual employees identified below:


	Present Co.# and	Going
Employee #	Location	To	New Co. # and Location
100010195	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean. Virginia
100061314	Co. 600, White Plain, Ne	Exelis	Co. 120 Amityville, New York
100001748	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100001764	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100017119	Co. 600, White Plain, Ne	Exelis	Co. 120 Amityville, New York
100070510	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100017082	Co. 600, White Plain, Ne	Exelis	Co. 120 Amityville, New York
100055227	Co. 600, Wilmington, De	Exelis	Co. 120 Wilmington, Delaware
100017627	632 TDS - PALM COAST, FL	Exelis	200 Fort Wayne - PALM COAST, FL
100076948	635, Hanover. MD	Exelis	IS/150, Herndon, VA
100001763	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100060962	Co. 600 McLean, Virgin;	EXELIS	Co. 120 McLean, Virginia
100079380	632 TDS - PALM COAST, FL	Exelis	200 Fort Wayne- PALM COAST, FL
100054096	632 TDS -PALM COAST, FL	Exelis	200 Fort Wayne- PALM COAST, FL
100017013	Co. 600, White Plains, N	Exelis	Co. 120 Amityville, New York
100005720	Company 600, White Pla	Exelis	Co. 120 McLean, Virginia
100017190	Co. 600, Wilmington, De	Exelis	Co. 120 Wilmington. Delaware
100081780	632 TDS -PALM COAST, FL	Exelis	200 Fort Wayne- PALM COAST, FL
100081347	815 FRC BAYARD ST FIN RE	Exelis	200 Fort Wayne, Rochester, NY
100073922	815 E-FRC BAYARD ST FIN RE	Exelis	200 Fort Wayne, Rochester, NV
100017103	Co. 600, Wilmington, De	Exelis	Co. 120 Wilmington, Delaware
100061615	635, Hanover, MD	Exelis	120
100017197	Co. 600, Wilmington, De	Exelis	Co. 120 Wilmington, Delaware
100046485	Co. 600, Wilmington, De	Exelis	Co. 120 Wilmington, Delaware
100058187	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100053872	632 TDS -PALM COAST, FL	Exelis	200 Fort Wayne- PALM COAST, FL
100017192	Co. 600, Wilmington, De	Exelis	Co. 120 Wilmington, Delaware
100077575	635, Hanover, MD	Exelis	200
100058565	632 TDS - PALM COAST, FL	Exelis	200 Fort Wayne- PALM COAST, FL
100001736	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100017083	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100076089	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100010822	Co. 600, Fort Wayne, In	Exelis	Co. 120 Fort Wayne, Indiana
100013194	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100069142	Co. 600, Fort Wayne, In	Exelis	Co. 120 McLean, Virginia
100081906	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100082567	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100082832	635, Hanover, MD	Exelis	200
100078747	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100061697	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100055286	250, Rochester	Exelis	200
100081979	815 FRC BAYARD ST FIN RE	Exelis	200 Fort Wayne, Rochester, NY
100002142	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100001776	Co. 600, McLean, Virgin	Exelis	Co. 120 McLean, Virginia
100057776	632 TDS - PALM COAST, FL	Exelis	200 Fort 'Wayne- PALM COAST, FL
100017221	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100076840	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100017058	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100016996	Co. 600, White Plain, Ne	Exelis	Co. 120 McLean, Virginia
100017279	Co. 600, White Plain, Ne	Exelis	Co. 120 McLean, Virginia
100080252	Co. 600, White Plains, N	Exelis	Co. 120 McLean, Virginia
100059506	815 FRC BAYARD ST FIN RE	Exelis	200 DEFENSE ROCHESTER, NY
100017068	Co. 600, White Plain, Ne	Exelis	Co. 120 McLean, Virginia

Schedule 1(d): Employment Agreements

Defense Employment Agreements

Christopher C. Bernhardt

ITT Employment Agreements

Denise Ramos

Water Employment Agreements

Frank Jimenez

Schedule 3(a)(i): List of US Qualified Defined Benefit Plans

The US Qualified DB Plans consist of the Defense US Qualified DB Plans, the ITT US Qualified DB Plans and the Water US Qualified DB Plans.

Defense US Qualified DB Plans

1.		357- ITT Systems Corporation Pension Plan for Hourly Employees at Pacific Missile Range Facility

2.		501- ITT Salaried Retirement Plan

3.		505- ITT Avionics Division & ITT Aerospace/Communications Division Pension Plan

4.		591- ITT Gilfillan Pension Plan for Hourly Employees

5.		611- ITT Electronic Systems Pension Plan for Employees in the Bargaining Unit

6.		630- Pension Plan for the Roanoke Plant Hourly Employees of ITT Night Vision

7.		758- EDO Corporation Employees Pension Plan (frozen plan for former EDO employees)

ITT US Qualified DB Plans

8.		346- Engineered Valves CA Pure Flo Solutions Group Pension Plan for Hourly Employees at Simi Valley, CA

9.		521- ITT Cannon Employees Retirement Plan for Hourly Non-Bargaining Production and Maintenance Employees

10.		571- ITT Aerospace Controls Pension Plan for Hourly Employees

11.		577- ITT Consolidated Hourly Pension Plan

12.		638- ITT Conoflow Pension Plan for Non-Clerical, Non-Rep. Hourly Employees

13.		640- ITT Engineered Valves Pension Plan for Hourly Employees at Amory, MS

14.		642- ITT Engineered Valves Pension Plan for Local 36 Hourly Employees at Lancaster, PA

15.		698- ITT Control Technologies Pension Plan for Hourly Employees

16.		724- ITT Pension Plan for Bargaining Unit Employees Seneca Falls, New York [Xylem to replicate]

17.		727- ITT Pension Plan for Hourly Employees at Vertical Pump Division, City of Industry, California

18.		730- ITT Pension Plan for Bargaining Unit Employees, Ashland Operations, Ashland, PA

Water US Qualified DB Plans

19.		520- ITT Bell & Gossett Hydonics Pension Plan for Hourly Employees

20.		696- ITT Standard Hourly (Bargaining Unit) Pension Plan

21.		728- ITT Pension Plan for Hourly Employees, Water Technologies Group-America, Turbine Division, Lubbock, TX

22.		757- Retirement Plan for ITT Water & Wastewater Leopold Inc. For Hourly Paid Employees

Schedule 3(a)(ii): List of US Non-Qualified Defined Benefit Plans

The US Non-Qualified DB Plans consist of the Defense US Non-Qualified DB Plans, the ITT US Non-Qualified DB Plans and the Water US Non-Qualified DB Plans.

Defense US Non-Qualified DB Plans

	1.		680- ITT Excess Plan, which includes the following plans: ITT Excess Pension Plan 1A, ITT Excess Pension Plan 1B, ITT Excess Pension Plan IIA and ITT Excess Pension Plan IIB

	2.		ITT Ex-Gratia Plan (with the exception of the liability accrued under the Plan for Steven R. Loranger, which shall remain with ITT)

	3.		682- Federal Labs Unfunded 1

	4.		719- ITT Enhanced Pension Plan

	5.		759- EDO Excess Plan — SERP

	6.		Retirement Plan for Non-Management Directors of ITT Corp. (frozen as of October 1, 1995)

	7.		656- Expatriate

ITT US Non-Qualified DB Plans

	8.		718- Cranston Unfunded

	9.		ITT Ex-Gratia Plan (only the liability accrued under the Plan for Steven R. Loranger, which shall remain with ITT)

Water US Non-Qualified DB Plans

10.

None

Schedule 3(a)(iii): List of Non-US Defined Benefit Plans

The Non-US DB Plans consist of the Defense Non-US DB Plans, the ITT Non-US DB Plans and the Water Non-US DB Plans.

Defense Non-US DB Plans

None

ITT Non-US DB Plans

	2.		325- ITT Belgium — Cannon (Belgium)

	3.		Gratuity Benefit Program (India) [Xylem to replicate]

	4.		128- Cannon GmbH (Germany) [Unfunded]

	5.		378- Cannon GmbH (Germany) [Unfunded]

	6.		340- Cannon Japan (Japan) [Unfunded]

	7.		735- Industries Management GmbH, Bad Camberg and former Fechenheim (Germany) [Unfunded]

	8.		Salary Sacrifice e.V Plan — ITTG (Germany)

Water Non-US DB Plans

	9.		323- ITT Belgium — ITT Industries (Belgium)

	10.		324- ITT Belgium Pension Plan (Belgium)

	11.		166- Pension Plan for Union Employees of ITT Automotive, a division of ITT Industries of Canada Ltd. [Electrical Systems, North America] (Canada)

	12.		200- Pension Plan for Hourly Employees of ITT Residential & Commercial Water (R&CW), a Division of ITT Industries of Canada L.P (Canada)

	13.		203- Pension Plan for Hourly Employees of ITT Automotive, a division of ITT Industries of Canada Ltd. [Structural Systems and Components, North America (Toronto Stamping Plant)] (Canada)

	14.		205- ITT Industries Canadian Pension Plan for Salaried Employees (Canada)

	15.		350- ITT Canadian Excess Benefit Plan — Unregistered (Canada)

	16.		209- Pension Plan for Hourly Employees of ITT Fabri-Valve, a Division of ITT Industries of Canada Ltd. (Canada)

	17.		221- Pension Plan for Union Employees of Ontario Malleable Iron Company Limited (Canada)

	18.		223- Pension Plan for Union Employees of ITT Cannon, a Division of ITT Industries of Canada Ltd.(Canada)

	19.		744- Pension Plan of ITT Water & Wastewater, a Division of ITT Industries of Canada L.P.(Canada)

	20.		369- Industries Management GmbH, Ebernhahn (Division KONI) (Germany)

	21.		756- Flygt Ireland (Ireland)

	22.		186- ITT Industries General Pension Plan (UK)

	23.		189- ITT Industries Pension Plan for UK Expatriates (UK)

	24.		190- Godwin Pumps Limited Pension Scheme (UK)

	25.		125- Industriebeteiligungsgesellschaft mbH (Germany) [Unfunded]

	26.		738- DITTHA GmbH, Kempen (Germany) [Unfunded]

	27.		126- DITTHA GmbH. Kempen (Germany) [Unfunded]

	28.		366- Industries Management GmbH, Ebernhahn (Division KONI) (Germany) [Unfunded]

	29.		111- ITT Flygt Pumpen GmbH, Langenhagen, jetzt ITT Water & Wastewater (Germany) [Unfunded]

	30.		Deutschland GmbH (Germany) [Unfunded]

	31.		116- ITT Industriebeteiligungsgesellschaft mbH (Germany) [Unfunded]

	32.		755- ITT Water & Wastewater, Herford (Germany) [Unfunded]

	33.		760- Jabsco GmbH (Germany) [Unfunded]

	34.		761- ebro Electronic GmbH & Co. KG (Germany) [Unfunded]

	35.		762- SI Analytics GmbH Mainz Deferred Comp (Germany) [Unfunded]

	36.		763- SI-FAS Pension Valuation (Germany) [Unfunded]

	37.		764- WTW FAS Pension Plan (Germany) [Unfunded]

	38.		765- ebro Electronics Instruments GmbH Ingolstadt Pension Plan (Germany) [Unfunded]

	39.		370- Industries Management GmbH,former Regelungstechnik (Germany) [Unfunded]

	40.		720- Industries Management GmbH,former Regelungstechnik (Germany) [Unfunded]

	41.		731- Industries Management GmbH (Germany) [Unfunded]

	42.		732- Industries Management GmbH (Germany) [Unfunded]

	43.		734- Industries Management GmbH (Germany) [Unfunded]

	44.		736- Industries Management GmbH, Bad Camberg and former Fechenheim (Germany) [Unfunded]

	45.		713- Flygt S.p.a. Flygt Italy Plan (Italy) [Unfunded]

	46.		766- ADIN Pension 28229 NOK (Norway) [Unfunded]

	47.		767- ADI Storebrand 27835 NOK (Norway) [Unfunded]

	48.		768- Storebrand 25000 NOK (Norway) [Unfunded]

	49.		118- Grindex AB (Sweden) [Unfunded]

	50.		120- Water & Wastewater AB General Pension Plan (ITP-Plan) (Sweden) [Unfunded]

	51.		121- Water & Wastewater AB Individual Contracts (Not FPG/PRI) (Sweden) [Unfunded]

	52.		754- Industries Holding AB General Pension Plan (ITP-Plan) (Sweden) [Unfunded]

Schedule 3(b)(iv): Master Trust Interest

Amounts listed on Schedule 3(b)(iv) are listed as of 7/31/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.

Water Interest


Plan Name	Plan #		7/31/2011 Balance
ITT Bell - Gossett		520		26,179,521
ITT Standard Hourly		696		14,215,802
Goulds Division Lubbock		728		5,415,891
Leopold		757		2,444,161
Total Xylem				48,255,375

ITT Interest


Plan Name	Plan #		7/31/2011 Balance
ITT Shertec Simi Valley		346		376,902
ITT Cannon Electric		521		25,380,063
ITT Aerospace Controls		571		12,399,734
Consolidated Hourly Plans		577		66,737,221
ITT Grinell — Non-clerical		638		1,280,183
ITT Fluid Tech. — Lancaster		642		5,743,973
ITT Fluid Tech. — Amory Hourly		640		2,040,563
ITT Control Technologies		698		289,326.82
Goulds Beginning Unit Employees		724		69,070,531
Goulds Vertical Pump Division		727		4,191,936
Goulds Bargaining Unit Employees		730		12,709,847

Total ITT				200,220,281

Schedule 4(a)(i): List of US Qualified Defined Contribution Plans

The US Qualified DC Plans consist of the Defense US Qualified DC Plans, the ITT US Qualified DC Plans and the Water US Qualified DC Plans.

Defense US Qualified DC Plans

1.		100- ITT Salaried Investment and Savings Plan

2.		178- ITT Avionics Division & ITT Aerospace/Communications Division Bargaining Unit Savings Plan

3.		209- ITT Night Vision Savings Plan for Hourly Employees

4.		227- ITT Electronic Systems Savings Plan for Hourly Employees

5.		013- ITT Systems Corporation Retirement/Savings Plan

6.		235- ITT Systems Corporation Pacific Missile Range Facility Savings Plan for Hourly Employees

7.		ITT Research Systems Inc. Employees’ Savings Plan

8.		237- ITT Advanced Engineering and Sciences Professional Benefits Employees’ Savings Plan

9.		003- EDO Corporation Employee Investment Plan

10.		200- ITT Gilfillan Savings Plan for Hourly Employees

ITT US Qualified DC Plans

11.		193- ITT Aerospace Controls Savings Plan for Hourly Employees

12.		196- ITT Cannon Savings Plan for Hourly Employees

13.		216- ITT Engineered Valves — Lancaster Savings Plan for Hourly Employees

14.		009- Goulds Pumps, Inc. Retirement Savings and Investment Plan [Xylem to replicate]

15.		201- ITT Conoflow Savings Plan for Hourly Employees

16.		215- ITT Engineered Valves — Fabri Savings Plan for Hourly Emp. At Amory, MS

17.		225- ITT Engineered Valves CA Pure Flo Solutions Group Savings Plan for Hourly Employees

18.		236- ITT BIW Connector Systems Employees Savings Plan

19.		010- Procast And Goulds Pump Service Center Employee Savings Plan

20.		240- Pure-Flo Precision Savings Plan for Hourly Employees

21.		239- ITT Koni Friction Products Savings Plan for Hourly Employees

22.		238- ITT Control Technologies Savings Plan for Hourly Employees

23.		Evolutionary Concepts Profit Sharing Plan (YE 6/30/2010)

24.		ECI/Alcon 401(k) Plan

Water US Qualified DC Plans

25.		002- ITT Rule Savings Plan for Hourly Employees

26.		203- ITT Bell & Gossett Savings Plan for Hourly Employees

27.		226- ITT Heat Transfer Savings Plan for Hourly Employees

28.		231- ITT Hydro Air Savings Plan for Hourly Employees

29.		241- Flojet Corporation 401(k) Plan

30.		001- F.B. Leopold Co., Inc. Savings Plan for Hourly Employees

31.		001- F.B. Leopold Company, Inc. Retirement Savings Plan

32.		001- Laing Thermotech, Inc. 401(k) Profit Sharing Plan

33.		Godwin Pumps of America, Inc. Profit Sharing Plan and Trust

Schedule 4(a)(ii): List of US Non-Qualified Defined Contribution Plans

The US Non-qualified DC Plans consist of the Defense US Non-qualified DC Plans, the ITT US Non-qualified DC Plans and the Water US Non-qualified DC Plans.

Defense US Non-Qualified DC Plans

EDO Deferred Compensation Plan

ITT US Non-Qualified DC Plans

	2.		ITT Deferred Compensation Plan [Water and Defense will replicate]

	3.		ITT Excess Savings Plan [Water and Defense will replicate]

Water US Non-Qualified DC Plans

None

Schedule 4(a)(iii): List of Non-US Defined Contribution Plans

The Non-US DC Plans consist of the Defense Non-US DC Plans, the ITT Non-US DC Plans and the Water Non-US DC Plans.

Defense Non-US DC Plans

None

ITT Non-US DC Plans

	2.		Superannuation Benefit Program — ITT India (India) [Xylem to replicate]

	3.		Provident Fund — ITT India (India) [Xylem to replicate]

	4.		Retirement — IP (Taiwan)

	5.		C&K Switches Limited Pension Plan (UK)

	6.		C&K Switches Executive Pension Plan (UK)

	7.		Direct Insurance — ITTG (Germany) [Exelis and Xylem to replicate]

Water Non-US DC Plans

	8.		Superannuation Fund — WWW (Australia)

	9.		ITT Industries Canadian Investment Savings Plan for Salaried Employees — ITT Canada (Canada) [ITT to replicate]

	10.		Insured Retirement- WWW (Denmark) [ITT to replicate]

	11.		Plan d’Epargne Enterprise (PEE) — ITT France (France)

	12.		Insured Retirement — WWW (Netherlands)

	13.		Retirement — WWW (South Africa) [ITT to replicate]

	14.		ITT Retirement Savings Plan — ITT Industries (UK) [Exelis and ITT to replicate]

	15.		Wedeco Executive Pension Plan (UK)

	16.		Direct Insurance — WWW (Germany)

Schedule 4(c)(iii): Employees Under Deferred Compensation Plan

Water Employees

15 individuals identified as Water Employees or ITT Retirees on the records of the ITT Deferred Compensation Plan

Defense Employees

36 individuals identified as Defense Employees or ITT Retirees on the records of the ITT Deferred Compensation Plan

Schedule 4(c)(iv): Employees Under Excess Savings Plan

Participants listed on Schedule 4(c)(iv) are listed as of 7/31/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.

Water Employees

13 individuals identified as Water Employees on the records of the Excess Savings Plan

Defense Employees

13 individuals identified as Defense Employees on the records of the Excess Savings Plan

Schedule 5(a)(i): List of US Health & Welfare Plans

The US H&W Plans consist of the Defense US H&W Plans, the ITT US H&W Plans and the Water US H&W Plans.

Defense US H&W Plans

1.		940- ITT Avionics Severance Plan for Exempt and Non-Exempt Salaried Employees

2.		903- Avionics Postretirement Medical Plan

3.		918- Avionics Postretirement Life Plan

4.		942- ITT Night Vision Term. Pay for Salaried Exempt Employees

5.		951- ITT A/CD Severance Pay Plan for Ex. And Non-Ex. Salaried Employees

6.		502- EDO Corporation Medical, Dental, Vision and Salary Benefit Plan

7.		503- EDO Corporation Life and Travel Accident Plan

8.		506- EDO Corporation Sickness, STD, and LTD Plan

9.		914- EDO Postretirement Medical & Life Plan

10.		302- ITT Employee Benefit Trust

11.		911- Space Systems Division Postretirement Medical

12.		923- Space Systems Division Postretirement Life

13.		ITT Salaried Retiree Health Plan

ITT US H&W Plans

14.		594- ITT Salaried Medical and Dental Program [Exelis and Xylem to replicate]

15.		ITT Corporation Special Senior Executive Severance Pay Plan

16.		ITT Corporation Enhanced Severance Pay

17.		ITT Corporation Senior Executive Severance Pay Plan

18.		ITT Industries Corporate Policies- Severance Policy 30-08

19.		ITT Corporation Severance Plan

20.		529- ITT Cannon Severance Pay Plan for Exempt and Non-Exempt Salaried Employees

21.		717- ITT Salaried Voluntary Accident Plan [Exelis and Xylem to replicate]

22.		801- Group Accident Insurance Plan for Salaried Employees [Exelis and Xylem to replicate]

23.		802- ITT Corporation Long-Term Disability Plan for Salaried Employees [Exelis and Xylem to replicate]

24.		ITT Corporation Excess Long-Term Disability Plan [Exelis and Xylem to replicate]

25.		999- ITT Corporate Welfare Plan

26.		717- ITT Salaried Voluntary Travel Accident Plan [Exelis and Xylem to replicate]

27.		514- Kentucky Carbon Corporation Sickness and Accident Plan (YE 10/31/2009)

28.		503- ITT Carbon Employee Benefit Trust (YE 10/31/2009)

29.		503- Moog Controls Inc. Voluntary Employees Beneficiary Trust

30.		902- AC Pump Postretirement Medical Plan

31.		905- Cannon Postretirement Medical Plan

32.		906- Carbon Postretirement Medical Plan

33.		907- Goulds Postretirement Medical Plan

34.		908- Higbie Postretirement Medical Plan

35.		909- Jackson Postretirement Medical Plan

36.		916- ITT Salaried Options C&D

37.		917- AC Pump Postretirement Life Plan

38.		920- Carbon Postretirement Life Plan

39.		921- Goulds Postretirement Life plan

40.		925- Engineered Products Postretirement Life Plan

41.		926- Engineered Valve Postretirement Life Plan

42.		Active Salaried Life Insurance [Exelis and Xylem to replicate]

43.		Active Salaried Voluntary Plans [Exelis and Xylem to replicate]

44.		Active Salaried Long Term Care Plan

45.		Active Salaried United Healthcare/PacifiCare Plan [Exelis and Xylem to replicate]

46.		Active Salaried Kaiser Plan [Exelis and Xylem to replicate]

47.		Active Salaried Excellus BluePoint POS Plan [Xylem to replicate]

Water US H&W Plans

48.		520- ITT Water Technology, Inc. Health Reimbursement Arrangement

49.		504- The F.B. Leopold Company, Inc. Welfare Benefits Plan

50.		904- Bell & Gossett Postretirement Medical Plan

51.		910- Leopold Postretirement Medical Plan

52.		912- ITT Standard (Heat Transfer) Postretirement Medical Plan

53.		918- Bell & Gossett Postretirement Life Plan

54.		922- Leopold Postretirement Life Plan

55.		924- ITT Standard (Heat Transfer) Postretirement Life Plan

Schedule 5(a)(ii): List of Non-US Health & Welfare Plans

The Non-US H&W Plans consist of the Defense Non-US H&W Plans, the ITT Non-US H&W Plans and the Water Non-US H&W Plans.

Defense Non-US H&W Plans

None

ITT Non-US H&W Plans

2.		Medical — Cannon (Belgium)

3.		Life / AD&D — IP (Brazil)

4.		Medical — IP (Brazil)

5.		Life Insurance — IP (Chile)

6.		Medical — IP (Chile)

7.		Direct Insurance — ITTG (Germany) [Exelis and Xylem to replicate]

8.		Accidental Insurance — ITTG (Germany) [Exelis and Xylem to replicate]

9.		Employee Compensation Insurance — ITT India (India) [Xylem to replicate]

10.		Personal Accident — ITT India (India) [Xylem to replicate]

11.		Medical — ITT India (India) [Xylem to replicate]

12.		Life Insurance — ICS (Mexico)

13.		Medical — ICS (Mexico)

14.		Medical — IP (Mexico)

15.		AD&D — IP (Singapore)

16.		Medical — IP (Singapore)

17.		AD&D — IP (South Korea)

18.		AD&D — IP (Taiwan)

19.		Medical — IP (Taiwan)

20.		AD&D — IP (Thailand)

21.		Medical — IP (Thailand)

22.		ITT Life Assurance — ITT Industires (UK) [Exelis and Xylem to replicate]

23.		Medical — ITT Industries (UK) [Exelis and Xylem to replicate]

Water Non-US H&W Plans

24.		Medical — WWW (Belgium)

25.		Life / AD&D — WWW (Brazil)

26.		Medical — WWW (Brazil)

27.		ITT Canadian Salaried Group Insurance Program — ITT Canada (Canada) [ITT to replicate]

28.		Life Insurance — WWW (Chile)

29.		Medical — WWW (Chile)

30.		Employer Liability Insurance — ITT China (China) [ITT to replicate]

31.		Life Insurance / AD&D — ITT China (China) [ITT to replicate]

32.		Medical/Dental — ITT China (China) [ITT to replicate]

33.		Medical — WWW (Denmark) [ITT to replicate]

34.		Life / AD&D / Disability (France) [ITT to replicate]

35.		Medical / Dental (France) [ITT to replicate]

36.		Direct Insurance — WWW (Germany)

37.		Accidental Insurance — WWW (Germany)

38.		Life Insurance — WWW (Mexico)

39.		Medical — WWW (Mexico)

40.		Medical — WWW (Russia)

41.		AD&D — WWW (Singapore)

42.		Life / AD&D — WWW (South Africa) [ITT to replicate]

Schedule 6(a): List of Incentive Plans

1.		1997 ITT Industries Annual Incentive Plan

2.		1997 Long-Term Incentive Plan

3.		ITT Corporation Annual Incentive Plan for Executive Officers

4.		ITT Corporation Retention Program

Schedule 7(a): List of ITT Stock Plans

1.		1994 ITT Incentive Stock Plan

2.		ITT 1996 Restricted Stock Plan for Non-Employee Directors

3.		2002 ITT Stock Option Plan for Non-Employee Directors

4.		2003 ITT Equity Incentive Plan

5.		2011 ITT Omnibus Incentive Plan

6.		Industries Ltd Share Incentive Plan (UK)

7.		ITT Flygt Ltd Share Incentive Plan (UK)

Schedule 8(a): COLI Policies

Individuals listed on Schedule 8(a) are listed as of 7/02/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.

ITT


Policy
Number		Carrier
18395400		NM Life
19127919		NM Life
18395404		NM Life
19127921		NM Life
19127923		NM Life
17448846		NM Life
56906286		NY Life
18696673		NM Life
18395408		NM Life
18696674		NM Life
18395409		NM Life
18395411		NM Life
18395414		NM Life
56906287		NYLife
17448847		NM Life
17448853		NM Life
56906297		NYLife
17961894		NM Life
19127922		NM Life
18696675		NM Life
19127925		NM Life
17448836		NM Life
17616521		NM Life
17448845		NM Life
17961899		NM Life

Water


Policy Number		Carrier
17961895		NM Life
18395405		NM Life
17616524		NM Life
191279241		NM Life
56906275		NYLife
18395401		NM Life

Defense


Policy Number		Carrier
17616519		NM Life
56906274		NYLife
17448842		NM Life
56906282		NYLife
19127920		NM Life
56906285		NYLife
18395406		NM Life
18395407		NM Life
56906292		NYLife
17448852		NM Life
56906294		NYLife
18395412		NM Life
19127926		NM Life
56906301		NYLife
17448856		NM Life
56906273		NYLife
56906276		NYLife
56906283		NYLife
56906290		NYLife
56906291		NYLife

Schedule 8(b): Executive Life Policies

Amounts listed on Schedule 8(b) are listed as of 6/30/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.

ITT


Block 1	Policy
1		9061446
2		9061445
3		9061444
4		9061438
5		9061443
6		9061452
7		9061450
8		9061440
9		9061433
10		9061434
11		9061435
12		9061447


Block 2	Policy
1		9096216

Schedule 9(a): List of ITT Director Plans

1.		ITT Corporation Deferred Compensation Plan for Non-Employee Directors

2.		ITT Group Accident Program that provides 24 hour accidental death and dismemberment coverage

Additionally, the ITT 1996 Restricted Stock Plan for Non-Employee Directors and the 2002 ITT Stock Option Plan for Non-Employee Directors, each as listed on Schedule 7(a) apply to non-employee directors of ITT.

Schedule 10(a): List of Collective Bargaining Agreements

The Collective Bargaining Agreements consist of the Defense Collective Bargaining Agreements, the ITT Collective Bargaining Agreements and the Water Collective Bargaining Agreements. Works councils and collective bargaining agreements from jurisdictions other than the US and Canada are expressly excluded from this schedule and will continue with their respective company by transfer of law.

Defense Collective Bargaining Agreements

1.		Agreement dated August 28, 2010 between ITT Corporation, Electronic Systems, Fort Wayne, IN, a Division of ITT Corporation, Inc., and IUE, the industrial division of the Communication Workers of America, AFL CIO in behalf of and in conjunction with the IUE the industrial division of the Communication Workers of America, AFL CIO Local 84999

2.		Agreement dated October 1, 2009 between ITT Electronics Systems/Integrated Electronic Warfare Systems and ITT Communications Systems and the I.U.E./CWA and its Local Union 81447

3.		Agreement dated May 22, 2011 between ITT Corporation, Night Vision Roanoke Plant and IUE, the Industrial Division of the Communications Workers of America AFL-CIO and Local 82162

4.		Agreement dated December 15, 2009 between Systems-Benning and Columbus Metal Trades Council

5.		Agreement dated December 15, 2009 between Systems-Benning and Sheet Metal Workers, Local 85 — Security Guards

6.		Agreement dated November 1, 2009 between Systems — DSN and IBEW Local 543

7.		Agreement dated March 31, 2011 between Systems — K-Town and (Ver.di) Vereinte Dienstleistungsgewerkschaft

8.		Agreement dated December 1, 2010 between Systems — PMRF and IBEW Local 1260 Main

9.		Agreement dated December 1, 2010 between Systems — PMRF and IBEW Local 1260 Security

10.		Agreement dated December 1, 2010 between Systems — PMRF and IBU

11.		Agreement dated November 1, 2007 between Systems — SLRS and IBEW Local 2088

12.		Agreement dated September 1, 2007 between Systems — SLRS and IAM Local 815

13.		Agreement dated October 31, 2007 between Systems — SLRS and IBT Local 381

14.		Agreement dated October 1, 2008 between Systems — TARS and CWA Local 3177

15.		Agreement dated October 1, 2008 between Systems — TARS (Rio Grande City, TX) and IBEW Local 66

16.		Agreement dated October 1, 2008 between Systems — TARS (Eagle Pass, TX) and IBEW Local 66

17.		Agreement dated October 1, 2008 between Systems — TARS and IBEW Local 583

18.		Agreement dated October 1, 2008 between Systems — TARS and IBEW Local 611

19.		Agreement dated October 1, 2008 between Systems — TARS (Ft. Huachuca, AZ) and IBEW Local 570

20.		Agreement dated October 1, 2008 between Systems — TARS (Yuma, AZ) and IBEW Local 570

21.		Agreement dated December 1, 2010 between Systems — Maxwell and USW Local 13350

22.		Agreement dated July 1, 2009 between Systems — Maxwell and USW Local 8405

23.		Agreement dated August 27, 2010 between Systems — Wallops Island and IAM Local 2552 (Two units)

24.		Agreement dated April 9, 2011 between Systems — White Sands and IAM Local 2515

25.		Agreement dated December 1, 2010 between Systems — TARS (Lajas, PR) and IUSW 6135

ITT Collective Bargaining Agreements

26.		Agreement dated March 1, 2011 between IP Pro shop and Steelworkers

27.		Agreement between IP/SFO and Steelworkers through July 28, 2012

28.		Agreement dated May 16, 2009 between Industrial Process (Lancaster, Pennsylvania), a unit of ITT Corporation, and the Glass, Molders, Pottery and Plastics & Allied Workers International Union, Local No. 36, AFL-CIO, CLC.

Water Collective Bargaining Agreements

29.		Agreement dated August 1, 2010, between WATER SYSTEMS OPERTIONS (WSO) a unit of ITT Water Technology, Inc.*, and its successors, and the UNITED STEELWORKERS on behalf of itself and members of LOCAL UNION No. 3298

30.		Agreement dated August 15, 2010, by and between ITT Residential & Commercial Water located in the Village of Morton Grove, and INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENT WORKERS OF AMERICA and its LOCAL UNION NO. 890

31.		Agreement between ITT RCW Heat Transfer, Buffalo, New York, and UNITED STEELWORKERS, AFL-CIO-CLC Local Number 897, 2010-2013

32.		Agreement dated September 23, 2010 between ITT R&CW, a division of ITT Industries of Canada L.P. (for hourly union employees in Guelph, ON) and United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (United Steelworkers) — Local 8614-05

33.		Agreement dated April 22, 2010 between ITT W&WW, a division of ITT Industries of Canada L.P. (for hourly union shop employees in Pointe-Claire, QC) and National Automobile, Aerospace and Agricultural Implement Workers Union of Canada (CAW Canada) — Local 698

34.		Agreement dated May 1, 2010 between ITT W&WW, a division of ITT Industries of Canada L.P. (for hourly union shop employees in Surrey, BC) and International Union of Operating Engineers (IUOE) — Local 115

35.		Agreement dated May 1, 2008 between ITT W&WW, a division of ITT Industries of Canada L.P. (for salaried union office employees in Surrey, BC) and Canadian Office and Professional Employee’s Union (COPE) — Local 15

Schedule 16(a): Liabilities Assumed by ITT

None

Schedule 16(b): Liabilities Assumed by Water

None

Schedule 16(c): Liabilities Assumed by Defense

None

Schedule 18(e): Miscellaneous Expenses

None

exv10w2

Exhibit 10.2

TAX MATTERS AGREEMENT

by and among

ITT CORPORATION,

XYLEM INC.,

and

EXELIS INC.

Dated as of , 2011

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS AND INTERPRETATION		2

Section 1.1 Definitions		2
Section 1.2 References; Interpretation		11
Section 1.3 Effective Time		11

ARTICLE II PREPARATION AND FILING OF TAX RETURNS		12

Section 2.1 Responsibility of ITT to Prepare and File Tax Returns		12
Section 2.2 Responsibility of Parties to Prepare and File Covered Water Separate U.S. Income Tax Returns and Covered Defense Separate U.S. Income Tax Returns		12
Section 2.3 Responsibility of Parties to Prepare and File Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns		14
Section 2.4 Time of Filing Tax Returns; Manner of Tax Return Preparation		14
Section 2.5 Costs and Expenses		14

ARTICLE III RESPONSIBILITY FOR PAYMENT OF TAXES		15

Section 3.1 Responsibility of ITT for Taxes		15
Section 3.2 Responsibility of Defense for Taxes		15
Section 3.3 Responsibility of Water for Taxes		15
Section 3.4 Timing of Payments of Taxes		16

ARTICLE IV REFUNDS, CARRYBACKS AND AMENDED TAX RETURNS		16

Section 4.1 Refunds		16
Section 4.2 Carrybacks		16
Section 4.3 Amended Tax Returns		16

ARTICLE V DISTRIBUTION TAXES		17

Section 5.1 Liability for Distribution Taxes		17
Section 5.2 Definition of Fault		17
Section 5.3 Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period		18
Section 5.4 IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency		19
Section 5.5 Timing of Payment of Taxes		19

ARTICLE VI GAIN RECOGNITION AGREEMENTS		19

Section 6.1 Gain Recognition Agreement Compliance		19


	Page
Section 6.2 Gain Recognition Agreement Taxes		20
Section 6.3 Timing of Payment of Taxes		20

ARTICLE VII INDEMNIFICATION		20

Section 7.1 Indemnification Obligations of ITT		20
Section 7.2 Indemnification Obligations of Water		20
Section 7.3 Indemnification Obligations of Defense		21

ARTICLE VIII PAYMENTS		21

Section 8.1 Payments		21
Section 8.2 Treatment of Payments made Pursuant to Tax Matters Agreement		21
Section 8.3 Payments Net of Tax Benefit Actually Realized and Tax Cost		22

ARTICLE IX AUDITS		22

Section 9.1 Notice		22
Section 9.2 Audits		22
Section 9.3 Payment of Audit Amounts		25

ARTICLE X COOPERATION AND EXCHANGE OF INFORMATION		29

Section 10.1 Cooperation and Exchange of Information		29
Section 10.2 Retention of Records		30

ARTICLE XI ALLOCATION OF TAX ATTRIBUTES AND OTHER TAX MATTERS		30

Section 11.1 Allocation of Tax Attributes		30
Section 11.2 Allocation of Tax Items		30

ARTICLE XII DEFAULTED AMOUNTS		31

Section 12.1 General		31
Section 12.2 Subsidiary Funding		32

ARTICLE XIII DISPUTE RESOLUTION		32

Section 13.1 Resolution in Accordance with Distribution Agreement		32

ARTICLE XIV MISCELLANEOUS		32

Section 14.1 Counterparts		32
Section 14.2 Survival		32
Section 14.3 Notices		32
Section 14.4 Waivers		33
Section 14.5 Assignment		33
Section 14.6 Successors and Assigns		33
Section 14.7 Termination and Amendment		33


	Page
Section 14.8 No Circumvention		34
Section 14.9 Subsidiaries		34
Section 14.10 Third Party Beneficiaries		34
Section 14.11 Title and Headings		34
Section 14.12 Exhibits and Schedules		34
Section 14.13 Governing Law		34
Section 14.14 Consent to Jurisdiction		34
Section 14.15 Waiver of Jury Trial		35
Section 14.16 Force Majeure		35
Section 14.17 Interpretation		35
Section 14.18 Changes in Law		35
Section 14.19 Severability		36
Section 14.20 Tax Sharing Agreements		36
Section 14.21 Exclusivity		36
Section 14.22 No Waiver		36
Section 14.23 No Duplication; No Double Recovery		36


Schedules

Schedule 1.1(6)		List of ATOB Entities
Schedule 1.1(27)		List of Distributions
Schedule 1.1(88)		List of Section 355 Entities
Schedule 6.1		List of GRAs

iii

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of , 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Xylem Inc., an Indiana corporation (“Water”), and Exelis Inc., an Indiana corporation (“Defense”). Each of ITT, Water, and Defense is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

WITNESSETH:

WHEREAS, ITT, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including (i) the Water Business (as defined herein), (ii) the Defense Business (as defined herein), and (iii) the ITT Retained Business (as defined herein);

WHEREAS, the Board of Directors of ITT has determined that it is appropriate, desirable and in the best interests of ITT and its shareholders to separate ITT into three separate, publicly traded companies, one for each of (i) the Water Business, which shall be owned and conducted, directly or indirectly, by Water, (ii) the Defense Business, which shall be owned and conducted, directly or indirectly, by Defense, and (iii) the ITT Retained Business which shall be owned and conducted, directly or indirectly, by ITT;

WHEREAS, in order to effect such separation, the Board of Directors of ITT has determined that it is appropriate, desirable and in the best interests of ITT and its shareholders (i) to enter into a series of transactions whereby (A) ITT and/or one or more members of the ITT Group will, collectively, own all of the ITT Retained Assets and assume (or retain) all of the ITT Retained Liabilities, (B) Water and/or one or more members of the Water Group will, collectively, own all of the Water Assets and assume (or retain) all of the Water Liabilities, and (C) Defense and/or one or more members of the Defense Group will, collectively, own all of the Defense Assets and assume (or retain) all of the Defense Liabilities and (ii) for ITT to distribute to the holders of ITT Common Stock on a pro rata basis (in each case without consideration being paid by such shareholders) (A) all of the outstanding shares of common stock, par value $.01 per share, of Water (the “Water Common Stock”), and (B) all of the outstanding shares of common stock, par value $.01 per share, of Defense (the “Defense Common Stock”) (such transactions as they may be amended or modified from time to time, collectively, the “Plan of Separation”);

WHEREAS, it is the intention of the Parties that each of the contributions of assets to, and the assumption of liabilities by, Water and Defense together with the corresponding distribution of all of the Water Common Stock and the Defense Common Stock, respectively, shall qualify as a reorganization within the meaning of Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, it is the intention of the Parties that each of the distribution of Water Common Stock and Defense Common Stock, respectively, to the shareholders of ITT will qualify as a tax-free under Section 355(a) of the Code to such shareholders and as tax-free to ITT under Section 361(c) of the Code;

WHEREAS, notwithstanding the implementation of certain internal transactions undertaken preparatory to and in contemplation of aligning and properly capitalizing the Water Business, the Defense Business, and the ITT Retained Business prior to the Distributions, it is the intention of the Parties that the shared responsibility for certain Tax liabilities (including certain Distribution Tax liabilities) be given effect no earlier than and only upon the Effective Time, all as described more fully herein; and

WHEREAS, in connection with the Plan of Separation, the Parties desire to set forth their agreement on the rights and obligations with respect to handling and allocating Taxes and related matters.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenant and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the following meanings:

(1) “Active Business” means the business conducted by each of the ATOB Entities as of the applicable distribution date.

(2) “Affiliate” means a Person that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. For purposes hereof, none of the Parties or their respective Subsidiaries shall be considered an “Affiliate” of any of the other Parties or their respective Subsidiaries (determined on the same basis).

(3) “Agreement” has the meaning set forth in the preamble hereto.

(4) “Ancillary Agreements” has the meaning set forth in the Distribution Agreement.

(5) “Assets” has the meaning set forth in the Distribution Agreement.

(6) “ATOB Entities” mean the entities listed on Schedule 1.1(6).

(7) “Audit” means any audit (including a determination of the status of qualified and non-qualified employee benefit plans), assessment of Taxes, other examination by or on behalf of any Taxing Authority (including notices), proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations initiated by a Party or any of its Subsidiaries.

(8) “Audit Management Party” means the Party responsible for administering and controlling an Audit pursuant to Section 9.2(a)(i) or (b)(ii).

(9) “Audit Representative” means the Chief Tax Officer of each Party (or such other officer of a Party that may be designated by that Party’s Chief Financial Officer from time to time).

(10) “Audit True-Up Date” means fifteen (15) days after the earlier of (i) the date that is ten (10) years following the Distribution Date and (ii) the expiration of all applicable statute of limitations periods for any ITT Federal Income Tax Returns, ITT U.S. State Income Tax Returns, and ITT Non-U.S. Income Tax Returns.

(11) “Big Four Accounting Firm” means each of Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP, and Pricewaterhouse Coopers LLP.

(12) “Business Day” means any day other than a Saturday, Sunday or a day on which banks are required to be closed in New York, New York.

(13) “Change of Control” has the meaning set forth in the Joint Defense Agreement.

(14) “Claiming Party” has the meaning set forth in Section 11.2(b).

(15) “Code” has the meaning referred to in the recitals to this Agreement.

(16) “Covered Defense Separate U.S. Income Tax Returns” means any Defense Separate U.S. Income Tax Return required to be filed (i) for a Pre-Distribution Tax Period, (ii) for a Straddle Tax Period, or (iii) for a Stub Tax Period.

(17) “Covered Water Separate U.S. Income Tax Returns” means any Water Separate U.S. Income Tax Return required to be filed (i) for a Pre-Distribution Tax Period, (ii) for a Straddle Tax Period, or (iii) for a Stub Tax Period.

(18) “Defense” has the meaning set forth in the recitals hereto.

(19) “Defense Assets” has the meaning set forth in the Distribution Agreement.

(20) “Defense Business” has the meaning set forth in the Distribution Agreement.

(21) “Defense Common Stock” has the meaning set forth in the recitals hereto.

(22) “Defense Group” has the meaning set forth in the Distribution Agreement.

(23) “Defense Separate U.S. Income Tax Return” means any U.S. federal, state, or local Income Tax Return (including any consolidated, combined, unitary, or similar return) (i) that is not an ITT Combined U.S. Income Tax Return and (ii) that Defense or any member of the Defense Group is responsible under applicable Law for filing.

(24) “Defense Federal Sharing Percentage” means thirty percent (30%).

(25) “Defense U.S. State Sharing Percentage” means twenty-nine percent (29%).

(26) “Dispute” has the meaning set forth in Section 13.1.

(27) “Distribution” or “Distributions” means, individually or collectively:

(a) the distribution on the Distribution Date to holders of record of shares of ITT Common Stock as of the Distribution Date of the Defense Common Stock and the Water Common Stock owned by ITT, and

(b) the distributions listed on Schedule 1.1(27).

(28) “Distribution Agreement” means the Distribution Agreement by and among ITT, Water, and Defense, dated as of , 2011.

(29) “Distribution Date” means the date on which the Distributions to holders of record of shares of ITT Common Stock of the Defense Common Stock and the Water Common Stock owned by ITT are effectuated pursuant to the Distribution Agreement.

(30) “Distribution Sharing Percentages” means, with respect to ITT, twenty-one percent (21%), with respect to Water, forty percent (40%), and with respect to Defense, thirty-nine percent (39%).

(31) “Distribution Taxes” mean any and all Taxes (a) required to be paid by or imposed on a Party or any of its Affiliates (determined on a “with and without” basis) resulting from, or directly arising in connection with, the failure of the Distributions to qualify under Section 355(a) or (c) of the Code or, if applicable, Section 361(c) of the Code, or the application of Section 355(d) or (e) of the Code to the Distributions (or the failure to qualify under or the application of corresponding provisions of the Laws of U.S. state or local jurisdictions).

(32) “Due Date” means the date (taking into account all valid extensions) upon which a Tax Return is required to be filed with or Taxes are required to be paid to a Taxing Authority, whichever is applicable.

(33) “Effective Time” has the meaning set forth in the Distribution Agreement.

(34) “Fault” has the meaning set forth in Section 5.2.

(35) “Federal Sharing Percentages” means, with respect to ITT, the ITT Federal Sharing Percentage, with respect to Water, the Water Federal Sharing Percentage, and with respect to Defense, the Defense Federal Sharing Percentage.

(36) “Final Determination” means the final resolution of liability for any Tax for any taxable period, by or as a result of:

(a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed;

(b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the liability for the Taxes addressed in such agreement for any taxable period;

(c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or

(d) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

(37) “GRA” means any “gain recognition agreement” as such term is used in Treasury Regulations Section 1.367(a)-8 or defined in Treasury Regulations Section 1.367(a)-8T(a)(1)(v), as applicable.

(38) “Group” means the ITT Group, the Water Group, or the Defense Group.

(39) “Income Taxes” mean:

(a) all Taxes based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum tax or any Tax on items of tax preference, but not including sales, use, real, or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including, but not limited to, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (a)(i) above; and

(b) all U.S., state, local or non-U.S. franchise Taxes.

(40) “Income Tax Returns” mean all Tax Returns that relate to Income Taxes.

(41) “Indemnified Party” means the Party which is or may be entitled pursuant to this Agreement to receive any payments (including reimbursement for Taxes or costs and expenses) from another Party or Parties to this Agreement.

(42) “Indemnifying Party” means the Party which is or may be required pursuant to this Agreement to make indemnification or other payments (including reimbursement for Taxes and costs and expenses) to another Party to this Agreement.

(43) “IRS” means the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(44) “IRS Ruling” means the requests submitted to the IRS for all private letter rulings to be obtained by ITT from the IRS in connection with the Plan of Separation, and any supplemental materials submitted to the IRS relating thereto, and the IRS private letter rulings received by ITT with respect to the Plan of Separation.

(45) “ITT” has the meaning set forth in the preamble of this Agreement.

(46) “ITT Combined or ITT Separate U.S. Income Tax Return” means (i) any ITT Combined U.S. Income Tax Return and (ii) any ITT Separate U.S. Income Tax Return required to be filed for any Pre-Distribution Tax Period or Straddle Tax Period.

(47) “ITT Combined U.S. Income Tax Return” means any U.S. federal, state, or local consolidated, combined, unitary or similar Income Tax Return that actually includes, by election or otherwise, one or more members of the ITT Group together with one or more members of either the Water Group or the Defense Group.

(48) “ITT Common Stock” has the meaning set forth in the Distribution Agreement.

(49) “ITT Federal Income Tax Return” means any U.S. federal consolidated Income Tax Return that actually includes, by election or otherwise, one or more members of the ITT Group together with one or more members of either the Water Group or the Defense Group.

(50) “ITT Federal Income Tax Audit” means any Audit of any ITT Federal Income Tax Return.

(51) “ITT Federal Income Tax Audit Amount” has the meaning set forth in Section 9.3(a).

(52) “ITT Federal Sharing Percentage” means nineteen percent (19%).

(53) “ITT Group” has the meaning set forth in the Distribution Agreement.

(54) “ITT Income Tax Audit Amount” means the sum of the ITT Federal Income Tax Audit Amount, the ITT U.S. State Income Tax Audit Amount, and the ITT Non-U.S. Income Tax Audit Amount.

(55) “ITT Non-U.S. Income Tax Audit” means any Audit of any ITT Non-U.S. Income Tax Return.

(56) “ITT Non-U.S. Income Tax Audit Amount” has the meaning set forth in Section 9.3(c).

(57) “ITT Non-U.S. Income Tax Return” means any Non-U.S. Income Tax Return (including any consolidated, combined, unitary, or similar return) that includes, by election or otherwise, one or more members of the ITT Group and that is required to be filed for any Pre-Distribution Tax Period or Straddle Tax Period.

(58) “ITT Non-U.S. Sharing Percentage” means eighty-four percent (84%).

(59) “ITT Retained Assets” has the meaning set forth in the Distribution Agreement.

(60) “ITT Retained Business” has the meaning set forth in the Distribution Agreement.

(61) “ITT Retained Liabilities” has the meaning set forth in the Distribution Agreement.

(62) “ITT Separate U.S. Income Tax Return” means any U.S. federal, state, or local Income Tax Return (including any consolidated, combined, unitary, or similar return) (i) that is not an ITT Combined U.S. Income Tax Return and (ii) that ITT or any member of the ITT Group is responsible under applicable Law for filing.

(63) “ITT U.S. State Income Tax Audit Amount” has the meaning set forth in Section 9.3(b).

(64) “ITT U.S. State Income Tax Return” means any U.S. state or local Income Tax Return (including any consolidated, combined, unitary, or similar return) that includes, by election or otherwise, one or more members of the ITT Group required to be filed for any Pre-Distribution Tax Period or Straddle Tax Period.

(65) “ITT U.S. State Sharing Percentage” means sixty-five percent (65%).

(66) “Law” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law), or any income tax treaty.

(67) “LIBOR” has the meaning set forth in the Distribution Agreement.

(68) “Losses” has the meaning assigned to the term “Indemnifiable Losses” in the Distribution Agreement.

(69) “Majority of the Parties” means the consent of at least two of the Parties.

(70) “New York Courts” has the meaning set forth in Section 14.14.

(71) “Non-Income Tax Returns” mean all Tax Returns other than Income Tax Returns.

(72) “Non-U.S. Income Tax Returns” means all Income Tax Returns required to be filed with any Taxing Authority of any jurisdiction outside the U.S.

(73) “Non-U.S. Sharing Percentages” means, with respect to ITT, the ITT Non-U.S. Sharing Percentage, and, with respect to Water, the Water Non-U.S. Sharing Percentage.

(74) “Participating Party” has the meaning set forth in Section 9.2(c)(i).

(75) “Party” has the meaning set forth in the preamble hereto.

(76) “Paying Party” has the meaning set forth in Section 11.2(b).

(77) “Person” means any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any governmental entity.

(78) “Plan of Separation” has the meaning set forth in the recitals hereto.

(79) “Post-Distribution Income Tax Returns” mean, collectively, all Income Tax Returns required to be filed by a Party or its Affiliates for a Post-Distribution Tax Period.

(80) “Post-Distribution Payment Tax Benefit” has the meaning set forth in Section 11.2(b).

(81) “Post-Distribution Ruling” has the meaning set forth in Section 5.3.

(82) “Post-Distribution Tax Period” means a Tax period beginning and ending after the Distribution Date.

(83) “Pre-Distribution Tax Period” means a Tax period beginning and ending on or before the Distribution Date.

(84) “Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding, arrangement, or substantial negotiations within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of related transactions), (i) as a result of which any of the Parties or any of the Section 355 Entities (or any successor thereto) would merge or consolidate with any other Person, or (ii) as a result of which any Person or any group of Persons would (directly or indirectly) acquire, or have the right to acquire (through an option or otherwise), from any of the Parties or any of their Affiliates (or any successor thereto) and/or one or more holders of their stock, respectively, any amount of stock of any of the Parties or any of the Section 355 Entities, as the case may be, that would, when combined with any other changes in ownership of the stock of such Party or any of the Section 355 Entities, result in a shift of more than thirty-five percent (35%) of (a) the value of all outstanding stock of such Party or any of the Section 355 Entities as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding stock of such Party or any of the Section 355 Entities as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. For purposes of determining whether a transaction constitutes an indirect acquisition for purposes of the first sentence of this definition, any recapitalization or other action resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly by the Parties in good faith.

(85) “Qualified Tax Advisor” means any Big Four Accounting Firm or any law firm of nationally recognized standing.

(86) “Requesting Party” shall have the meaning set forth in Section 5.3.

(87) “Restricted Period” means the period beginning at the Effective Time and ending on the two-year anniversary of the day after the Distribution Date.

(88) “Section 355 Entities” mean the entities listed on Schedule 1.1(88).

(89) “Simpson” means Simpson Thacher & Bartlett LLP.

(90) “Spinco Parties” mean, each individually and collectively, Water and Defense.

(91) “Straddle Tax Period” means a Tax period beginning before the Distribution Date and ending after the Distribution Date.

(92) “Stub Tax Period” means a short Tax period beginning immediately following the Distribution Date.

(93) “Subsidiary” has the meaning set forth in the Distribution Agreement.

(94) “Tax” or “Taxes” means (i) all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, gains, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, custom duties, fees, assessments and charges of any kind whatsoever, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person. Whenever the term “Tax” or “Taxes” is used it shall include penalties, fines, additions to tax and interest thereon.

(95) “Tax Attributes” mean for U.S. federal, state, local, and non-U.S. Income Tax purposes, earnings and profits, tax basis, net operating and capital loss carryovers or carrybacks, alternative minimum Tax credit carryovers or carrybacks, general business credit carryovers or carrybacks, income tax credits or credits against income tax, disqualified interest and excess limitation carryovers or carrybacks, overall foreign losses, research and experimentation credit base periods, and all other items that are determined or computed on an affiliated group basis (as defined in Section 1504(a) of the Code determined without regard to the exclusion contained in Section 1504(b)(3) of the Code), or similar Tax items determined under applicable Tax law.

(96) “Tax Benefit Actually Realized” means with respect to a Party and its Subsidiaries a reduction in the amount of Taxes that are required to be paid or an increase in refund due, whether resulting from a deduction, from reduced gain or increased loss from disposition of an asset, or otherwise, such reduction or increase in refund due determined on an “actually realized” basis. For purposes of this definition, a Party or its Subsidiaries will be deemed to have “actually realized” such reduction or increase in refund due at the time the amount of Taxes such Party or any of its Subsidiaries is required to pay is reduced or the amount of any refund due is increased. The amount of any Tax Benefit Actually Realized shall be computed on a “with and without” basis.

(97) “Tax-Free Status” means the qualification of a Distribution or any other transaction contemplated by the IRS Ruling or any Tax Opinion as a transaction in which gain or loss is not recognized, in whole or in part, and no amount is included in income, including by reason of Distribution Taxes, for U.S. federal, state, and local income tax purposes (other than intercompany items, excess loss accounts or other items required to be taken into account pursuant to Treasury Regulations promulgated under Section 1502 of the Code).

(98) “Taxing Authority” means any governmental authority or any subdivision, agency, commission, or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).

(99) “Tax Opinions” mean certain Tax opinions and supporting memoranda rendered by Simpson to ITT or any of its Affiliates in connection with the Plan of Separation.

(100) “Tax Package” means Tax data and information relating to the operations of a Spinco Party and/or its Subsidiaries, the Water Business (in the case of Water), or the Defense Business (in the case of Defense) that is reasonably necessary to prepare and file any ITT Combined or ITT Separate U.S. Income Tax Return, Covered Water Separate U.S. Income Tax Return, or Covered Defense Separate U.S. Income Tax Return, as applicable, and is consistent with the content and format of Tax data and information submitted by Affiliates of Water or Water Business divisions (in the case of Water) or Affiliates of Defense or Defense Business divisions (in the case of Defense) to ITT for Tax Returns (both U.S. and non-U.S.) for Tax periods prior to 2011.

(101) “Tax Representation Letter” means any letter containing certain representations and covenants issued by ITT or any of its Affiliates to Simpson in connection with the Tax Opinions.

(102) “Tax Returns” mean any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund, or declaration of estimated tax) required to be supplied to, or filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations, or administrative requirements relating to any Taxes.

(103) “Transition Services Agreement” has the meaning set forth in the Distribution Agreement.

(104) “Treasury Regulations” mean the income tax and administrative regulations promulgated from time to time under the Code, as in effect for the relevant Tax Period.

(105) “Unqualified Tax Opinion” means an unqualified “will” opinion of a Qualified Tax Advisor, which opinion is reasonably acceptable to each of the Parties and upon which each of the Parties may rely to confirm that a transaction (or transactions) will not result in Distribution Taxes.

(106) “U.S.” means the United States.

(107) “U.S. State Sharing Percentages” means, with respect to ITT, the ITT U.S. State Sharing Percentage, with respect to Water, the Water U.S. State Sharing Percentage, and with respect to Defense, the Defense U.S. State Sharing Percentage.

(108) "Water” has the meaning set forth in the recitals to this Agreement.

(109) "Water Assets” has the meaning set forth in the Distribution Agreement.

(110) "Water Business” has the meaning set forth in the Distribution Agreement.

(111) "Water Common Stock” has the meaning set forth in the recitals hereto.

(112) "Water Federal Sharing Percentage” means fifty-one percent (51%).

(113) "Water Group” has the meaning set forth in the Distribution Agreement.

(114) "Water Liabilities” has the meaning set forth in the Distribution Agreement.

(115) "Water Non-U.S. Sharing Percentage” means sixteen percent (16%).

(116) “Water Separate U.S. Income Tax Return” means any U.S. federal, state, or local Income Tax Return (including any consolidated, combined, unitary, or similar return) (i) that is not an ITT Combined U.S. Income Tax Return and (ii) that Water or any member of the Water Group is responsible under applicable Law for filing.

(117) "Water U.S. State Sharing Percentage” means six percent (6%).

Section 1.2 References; Interpretation.

(a) Terms not otherwise defined herein shall have the meaning ascribed to them in the Distribution Agreement. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes”, and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby”, and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement.

Section 1.3 Effective Time.

(a) The Parties acknowledge that the Plan of Separation contemplates a series of interrelated and intermediate internal transactions undertaken preparatory to and in contemplation of the Distributions that must be completed prior to the Effective Time in order to align and properly capitalize the Water Business, the Defense Business, and the ITT Retained Business.

(b) Notwithstanding that these interrelated and intermediate internal transactions must be given effect prior to the Distributions, the agreements contained herein, including, but not limited to, the manner in which Taxes are shared amongst the Parties, shall be effective no earlier than and only upon the Effective Time.

ARTICLE II

PREPARATION AND FILING OF TAX RETURNS

Section 2.1 Responsibility of ITT to Prepare and File Tax Returns.

(a) General. To the extent not previously filed and subject to the rights and obligations of each of the Parties set forth herein, ITT shall prepare or cause to be prepared all (i) Tax Returns required to be filed (taking into account any applicable extensions) on or prior to the Distribution Date, (ii) ITT Combined or ITT Separate U.S. Income Tax Returns, and (iii) ITT Non-U.S. Income Tax Returns. ITT shall file or cause to be filed all such Tax Returns with the applicable Taxing Authority. To the extent any member of the Water Group or the Defense Group could be liable after the Distribution Date for Taxes with respect to such Tax Returns (taking into account any provision under this Agreement), ITT shall be required to prepare such Tax Returns in a manner consistent with the past practice of ITT and its Affiliates (unless otherwise modified by a Final Determination or required by applicable Law). All Tax Returns filed under this Section 2.1 shall be filed in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions. Subject to the foregoing standards, ITT shall have the right with respect to any Tax Return filed under this Section 2.1, to determine: (a) except as provided in Section 11.2(a), the manner in which such Tax Return will be prepared and filed, including the elections, method of accounting, positions, conventions, and principles of taxation to be used and the manner in which any Tax item will be reported; (b) whether any extensions may be requested; and (c) except as provided in Section 11.2(a), the elections that will be made by ITT, any member of the ITT Group, any member of the Water Group, or any member of the Defense Group on such Tax Return.

(b) Tax Package. To the extent not previously provided, Water and Defense shall (at their own cost and expense), to the extent that an ITT Combined or ITT Separate U.S. Income Tax Return includes items of that Party or its Affiliates, the Water Business (in the case of Water), or the Defense Business (in the case of Defense), prepare and provide or cause to be prepared and provided to ITT a Tax Package relating to such Tax Return. Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates. In the event a Party does not fulfill its obligations pursuant to this Section 2.1(b), ITT shall be entitled, at the sole cost and expense of such Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such ITT Combined or ITT Separate U.S. Income Tax Return.

Section 2.2 Responsibility of Parties to Prepare and File Covered Water Separate U.S. Income Tax Returns and Covered Defense Separate U.S. Income Tax Returns.

(a) General. Subject to the rights and obligations of each of the Parties set forth herein, ITT shall prepare or cause to be prepared all Covered Water Separate U.S. Income Tax Returns and all Covered Defense Separate U.S. Income Tax Returns required to be filed after the Distribution Date. Water shall file or cause to be filed all such Covered Water Separate U.S. Income Tax Returns with the applicable Taxing Authority, and Defense shall file or cause to be filed all such Covered Defense Separate U.S. Income Tax Returns with the applicable Taxing Authority. All such Tax Returns shall be prepared in a manner (i) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; (ii) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (iii) consistent with any ITT Combined U.S. Income Tax Returns.

(b) Tax Package. To the extent not previously provided, Water and Defense shall (at their own cost and expense), prepare and provide or cause to be prepared and provided to ITT a Tax Package relating to any Covered Water Separate U.S. Income Tax Return (in the case of Water) or Covered Defense Separate U.S. Income Tax Return (in the case of Defense). Such Tax Package shall be provided in a timely manner consistent with the past practices of the Parties and their Affiliates. In the event a Party does not fulfill its obligations pursuant to this Section 2.2(b), ITT shall be entitled, at the sole cost and expense of such Party, to prepare or cause to be prepared the information required to be included in the Tax Package for purposes of preparing any such Covered Water Separate U.S. Income Tax Return or Covered Defense Separate U.S. Income Tax Return.

(c) Procedures Relating to the Preparation and Filing of Covered Water Separate U.S. Income Tax Returns and Covered Defense Separate U.S. Income Tax Returns.

(i) In the case of Covered Water Separate U.S. Income Tax Returns and Covered Defense Separate U.S. Income Tax Returns required to be filed after the Distribution Date, no later than forty-five (45) days prior to the Due Date of each such Tax Return (reduced to twenty (20) days for state or local Tax Returns), ITT shall make available or cause to be made available drafts of such Tax Returns to Water or Defense, respectively. Water or Defense (as the case may be) shall have access to any and all data and information reasonably necessary for the preparation of all such Tax Returns, and ITT and Water or Defense (as the case may be) shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than fifteen (15) days after receipt of such Tax Returns (reduced to five (5) days for state or local Tax Returns), Water shall have a right to object to such Covered Water Separate U.S. Income Tax Return (or items with respect thereto) by written notice to ITT and Defense shall have a right to object to such Covered Defense Separate U.S. Income Tax Return (or items with respect thereto) by written notice to ITT; such written notice shall contain such disputed item (or items) and the basis for its objection.

(ii) With respect to a Covered Water Separate U.S. Income Tax Return or Covered Defense Separate U.S. Income Tax Return submitted by ITT to another Party pursuant to Section 2.2(c)(i), if the other Party does not object by proper written notice within the time period described, such Tax Return shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.2(c)(ii). If a Party does object by proper written notice within such applicable time period, ITT shall reflect such Party’s comments

on such Tax Return; provided, however, that ITT shall not be required to reflect comments to the extent such comments are inconsistent with the standards set forth in Section 2.2(a). The Parties shall act in good faith to resolve any such dispute as promptly as practicable. If the Parties have not reached a final resolution with respect to all disputed items for which proper written notice was given within ten (10) days (reduced to two (2) days for state or local Tax Returns) prior to the Due Date for such Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.2 (revised to reflect all initially disputed items that the Parties have agreed upon prior to such date).

(iii) In the event that a Covered Water Separate U.S. Income Tax Return or Covered Defense Separate U.S. Income Tax Return required to be filed after the Distribution Date is filed that includes any disputed item for which proper notice was given pursuant to this Section 2.2(c) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Article XIII. In the event that the resolution of such disputed item (or items) in accordance with Article XIII with respect to a Covered Water Separate U.S. Income Tax Return or Covered Defense Separate U.S. Income Tax Return is inconsistent with such Tax Return as filed, the Party entitled under applicable Law to amend such Tax Return (with cooperation from the other Parties) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Covered Water Separate U.S. Income Tax Return or Covered Defense Separate U.S. Income Tax Return required to be filed after the Distribution Date is adjusted as a result of a resolution pursuant to Article XIII, proper adjustment shall be made to the amounts previously paid or required to be paid by the Parties in accordance with Article III in a manner that reflects such resolution.

Section 2.3 Responsibility of Parties to Prepare and File Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns. The Party or its Affiliate responsible under applicable Law for filing a Post-Distribution Income Tax Return (other than a Tax Return for a Stub Tax Period), a Non-U.S. Income Tax Return (other than an ITT Non-U.S. Income Tax Return), or a Non-Income Tax Return (in each case required to be filed after the Distribution Date) shall prepare and file or cause to be prepared and filed that Tax Return (at that Party’s own cost and expense). All such Tax Returns shall be filed in a manner (i) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions and (ii) consistent with any ITT Combined U.S. Income Tax Returns.

Section 2.4 Time of Filing Tax Returns; Manner of Tax Return Preparation. Each Tax Return shall be filed on or prior to the Due Date for such Tax Return by the Party responsible for filing such Tax Return hereunder. Unless otherwise required by a Taxing Authority pursuant to a Final Determination, the Parties hereto shall prepare and file or cause to be prepared and filed all Tax Returns and take all other actions in a manner consistent with (and shall not take any position inconsistent with) any assumptions, representations, warranties, covenants, and conclusions provided by the Parties in connection with the Plan of Separation.

Section 2.5 Costs and Expenses. Unless otherwise provided in this Agreement, the party responsible for preparing any Tax Return under Section 2.1, 2.2, or 2.3 shall be responsible for the costs and expenses associated with preparing such Tax Returns.

Notwithstanding the foregoing, the external costs and expenses associated with preparing all ITT Combined or ITT Separate U.S. Income Tax Returns, Covered Water Separate U.S. Income Tax Returns, and Covered Defense Separate U.S. Income Tax Returns shall be shared on an equal one-third (1/3) basis by each of the Parties; provided, however, if ITT determines that such shared external costs and expenses are reasonably expected to exceed $1,500,000, then at such time the Chief Executive Officer of ITT shall notify the Chief Executive Officers of each of Xylem and Exelis of such expected overage, and the Parties shall use their good faith efforts to determine within thirty (30) days the amount of the additional shared external costs and expenses that are reasonably necessary for the preparation of such Tax Returns.

ARTICLE III

RESPONSIBILITY FOR PAYMENT OF TAXES

Section 3.1 Responsibility of ITT for Taxes. Except as otherwise provided in this Agreement, ITT shall be liable for and shall pay or cause to be paid the following Taxes to the applicable Taxing Authority:

(a) any Taxes due and payable on all Tax Returns required to be filed (taking into account any applicable extensions) on or prior to the Distribution Date;

(b) any Taxes due and payable on all ITT Combined or ITT Separate U.S. Income Tax Returns;

(d) any Taxes due and payable on all Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns that ITT is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.3.

Section 3.2 Responsibility of Defense for Taxes. Except as otherwise provided in this Agreement, Defense shall be liable for and shall pay or cause to be paid the following Taxes to the applicable Taxing Authority:

(a) any Taxes due and payable on all Covered Defense Separate U.S. Income Tax Returns required to be filed after the Distribution Date; and

(b) any Taxes due and payable on all Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns that Defense is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.3.

Section 3.3 Responsibility of Water for Taxes. Except as otherwise provided in this agreement, Water shall be liable for and shall pay or cause to be paid the following Taxes to the applicable Taxing Authority:

(a) any Taxes due and payable on all Covered Water Separate U.S. Income Tax Returns required to be filed after the Distribution Date; and

(b) any Taxes due and payable on all Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns that Water is required to file or cause to be filed with such Taxing Authority pursuant to Section 2.3.

Section 3.4 Timing of Payments of Taxes. All Taxes required to be paid or caused to be paid by a Party to a Taxing Authority pursuant to this Article III shall be paid or caused to be paid by such Party on or prior to the Due Date of such Taxes. All amounts required to be paid by one Party to another Party (including obligations arising under Article VII) pursuant to this Article III shall be paid or caused to be paid by such first Party to such other Party in accordance with Article VIII.

ARTICLE IV

REFUNDS, CARRYBACKS AND AMENDED TAX RETURNS

Section 4.1 Refunds.

(a) Each Party shall be entitled to refunds (including any similar credit or offset of Taxes) that relate to Taxes for which it is liable hereunder in accordance with Article III, Article V, or Article VI; provided, however, that (i) any refunds of Taxes (other than Taxes for which a Party is responsible pursuant to Article V or Article VI) received in connection with any ITT Federal Income Tax Audit, an ITT U.S. State Income Tax Audit, or ITT Non-U.S. Income Tax Audit by a member of the ITT Group for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)) shall be treated as reducing the ITT Federal Income Tax Audit Amount, ITT U.S. State Income Tax Audit Amount, or ITT Non-U.S. Income Tax Audit Amount, as applicable (but only to the extent that a member of the ITT Group is entitled to retain such refund after application of clause (ii) below) and (ii) the Party that receives such refund shall make payments to the other Parties in accordance with their Federal Sharing Percentages, U.S. State Sharing Percentages, or Non-U.S. Sharing Percentages, as applicable, to reflect the their prior liability, if any, for additional Taxes under Section 9.3.

(b) Any refund or portion thereof to which a Party is entitled pursuant to this Section 4.1 that is received or deemed to have been received as described herein by another Party, shall be paid by such other Party to such first Party in immediately available funds in accordance with Article VIII.

Section 4.2 Carrybacks. The Spinco Parties agree and will cause their Subsidiaries not to carry back any Tax Attribute for any taxable period ending after the Distribution Date to an ITT Combined U.S. Income Tax Return, except as is required by applicable Law.

Section 4.3 Amended Tax Returns.

(a) Notwithstanding Sections 2.1 and 2.2, a Party or its Subsidiary that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in

a manner (x) consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; (y) consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions; and (z) consistent with any ITT Combined U.S. Income Tax Returns; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party or its Subsidiary is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

(b) A Party or its Subsidiary that is entitled to file an amended Tax Return for a Post-Distribution Tax Period shall be permitted to do so without the consent of any Party.

(c) A Party that is permitted (or whose Subsidiary is permitted) to file an amended Tax Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

ARTICLE V

DISTRIBUTION TAXES

Section 5.1 Liability for Distribution Taxes. In the event that Distribution Taxes become due and payable to a Taxing Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement:

(a) No Fault. If such Distribution Taxes are not attributable to the Fault of any Party or any of its Affiliates, the responsibility for such Distribution Taxes shall be shared by the Parties in accordance with their Distribution Sharing Percentages. Notwithstanding anything to the contrary in this Agreement, such Distribution Taxes shall not be subject to Section 9.3 (including for purposes of determining the ITT Federal Income Tax Audit Amount or ITT U.S. State Income Tax Audit Amount).

(b) Fault. If such Distribution Taxes are attributable to the Fault of one or more Parties or any of their Affiliates, the responsibility for such Distribution Taxes shall reside with the Party or Parties at Fault. If more than one Party is at Fault, the responsibility for the Distribution Taxes shall be allocated equally among all of the Parties at Fault. Notwithstanding anything to the contrary in this Agreement, such Distribution Taxes shall not be subject to Article III or Section 9.3 (including for purposes of determining the ITT Federal Income Tax Audit Amount or ITT U.S. State Income Tax Audit Amount).

Section 5.2 Definition of Fault. For purposes of this Agreement, Distribution Taxes shall be deemed to result from the fault (“Fault”) of a Party if such Distribution Taxes are directly attributable to, or result from:

(a) any act, or failure or omission to act, by such Party or any of such Party’s Affiliates following the Distributions that results in one or more Parties (or any of their

Affiliates) being responsible for such Distribution Taxes pursuant to a Final Determination, regardless of whether such act or failure to act (i) is covered by a Post-Distribution Ruling, Unqualified Tax Opinion, or waiver in accordance with Section 5.3, or (ii) occurs during or after the Restricted Period, or

(b) the direct or indirect acquisition of all or a portion of the stock of such Party or of any of the Section 355 Entities (or any transaction or series of related transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means whatsoever by any person including pursuant to an issuance of stock by such Party or any of its Affiliates.

Section 5.3 Limits on Proposed Acquisition Transactions and Other Transactions During Restricted Period. During the Restricted Period, no Party shall:

(a) enter into any Proposed Acquisition Transaction, approve any Proposed Acquisition Transaction for any purpose, or allow any Proposed Acquisition Transaction to occur with respect to any of the Section 355 Entities;

(b) merge or consolidate with any other Person or liquidate or partially liquidate; or approve or allow any merger, consolidation, liquidation, or partial liquidation of any of the Section 355 Entities or the ATOB Entities;

(c) approve or allow the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of any Active Business;

(d) approve or allow the sale, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB Entities;

(e) sell or otherwise dispose of more than 35 percent (35%) of its consolidated gross or net assets, or approve or allow the sale or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any of the Section 355 Entities (in each case, excluding sales in the ordinary course of business and measured based on fair market values as of the date of the applicable Distribution or other transaction);

(f) amend its certificate of incorporation (or other organizational documents), or take any other action or approve or allow the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of such Party or any of the Section 355 Entities;

(g) purchase, directly or through any Affiliate, any of its outstanding stock after the Distributions, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30;

(h) take any action or fail to take any action, or permit any of its Affiliates to take any action or fail to take any action, that is inconsistent with the representations and covenants made in the IRS Ruling or in the Tax Representation Letters, or that is inconsistent with any rulings or opinions in the IRS Ruling or any Tax Opinion; or

(i) take any action or permit any of its Affiliates to take any action that, in the aggregate (taking into account other transactions described in this Section 5.3) would be reasonably likely to jeopardize Tax-Free Status;

provided, however, that a Party (the “Requesting Party”) shall be permitted to take such action or one or more actions set forth in the foregoing clauses (a) through (g) if, prior to taking any such actions: (1) such Requesting Party or ITT shall have received a favorable private letter ruling from the IRS, or a ruling from another Taxing Authority (a “Post-Distribution Ruling”), in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; (2) such Requesting Party shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to the other Parties that confirms that such action or actions will not result in Distribution Taxes, taking into account such actions and any other relevant transactions in the aggregate; or (3) such Requesting Party shall have received a written statement from each of the other Parties that provides that such other Party waives the requirement to obtain a Post-Distribution Ruling or Unqualified Tax Opinion described in this paragraph. The Requesting Party shall bear all costs and expenses of securing any such Post-Distribution Ruling or Unqualified Tax Opinion.

Section 5.4 IRS Ruling, Tax Representation Letters, and Tax Opinions; Consistency. Each Party represents that the information and representations furnished by it in or with respect to the IRS Ruling, the Tax Representation Letters, or the Tax Opinions are accurate and complete as of the Effective Time. Each Party covenants that if, after the Effective Time, it or any of its Affiliates obtains information indicating, or otherwise becomes aware, that any such information or representations is or may be inaccurate or incomplete, to promptly inform the other Parties. The Parties shall not take any action or fail to take any action, or permit any of their Affiliates to take any action or fail to take any action, that is or is reasonably likely to be inconsistent with the IRS Ruling, the Tax Representation Letters, or the Tax Opinions.

Section 5.5 Timing of Payment of Taxes. All Distribution Taxes required to be paid or caused to be paid by a Party to a Taxing Authority under applicable Law shall be paid or caused to be paid by such Party on or prior to the Due Date of such Distribution Taxes. All amounts required to be paid by one Party to another Party (including obligations arising under Article VII) pursuant to this Article V shall be paid or caused to be paid by such first Party to such other Party in accordance with Article VIII.

ARTICLE VI

GAIN RECOGNITION AGREEMENTS

Section 6.1 Gain Recognition Agreement Compliance. Each Party and its Affiliates shall take any action reasonably necessary to prevent the transactions that are part of the Plan of Separation from constituting “triggering events” with respect to the GRAs listed in Schedule 6.1 or any related new or amended GRAs (including amending existing GRAs or entering into new GRAs as well as complying with any related requirements).

Section 6.2 Gain Recognition Agreement Taxes. In the event that any Taxes become due and payable to a Taxing Authority with respect to the GRAs listed in Schedule 6.1 or any related new or amended GRAs, then, notwithstanding anything to the contrary in this Agreement:

(a) Non-Compliance. If such Taxes are attributable to one or more Parties’ or any of their Affiliates’ failure to comply with Section 6.1, the responsibility for such Taxes shall reside with such Party or Parties. If more than one Party or any of its Affiliates has failed to comply to with Section 6.1, the responsibility for such Taxes shall be allocated equally among all such Parties. Notwithstanding anything to the contrary in this Agreement, such Taxes shall not be subject to Article III or Section 9.3 (including for purposes of determining the ITT Federal Income Tax Audit Amount or ITT U.S. State Income Tax Audit Amount).

(b) Post-Distribution Actions. If such Taxes are not covered by Section 6.2(a) and are attributable to any action of a Party or any of its Affiliates after the Distributions, the responsibility for such Taxes shall reside with such Party. Notwithstanding anything to the contrary in this Agreement, such Taxes shall not be subject to Article III or Section 9.3 (including for purposes of determining the ITT Federal Income Tax Audit Amount or ITT U.S. State Income Tax Audit Amount).

Section 6.3 Timing of Payment of Taxes. All Taxes subject to Section 6.2 required to be paid or caused to be paid by a Party to a Taxing Authority under applicable Law shall be paid or caused to be paid by such Party on or prior to the Due Date of such Taxes. All amounts required to be paid by one Party to another Party (including obligations arising under Article VII) pursuant to this Article VI shall be paid or caused to be paid by such first Party to such other Party in accordance with Article VIII.

ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification Obligations of ITT. ITT shall indemnify Water and Defense and hold them harmless from and against (without duplication):

(a) all Taxes and other amounts for which the ITT Group is responsible under this Agreement; and

(b) all Taxes and Losses attributable to a breach of any representation, covenant, or obligation of ITT under this Agreement.

Section 7.2 Indemnification Obligations of Water. Water shall indemnify ITT and Defense and hold them harmless from and against (without duplication):

(a) all Taxes and other amounts for which the Water Group is responsible under this Agreement; and

(b) all Taxes and Losses attributable to a breach of any representation, covenant, or obligation of Water under this Agreement.

Section 7.3 Indemnification Obligations of Defense. Defense shall indemnify ITT and Water and hold them harmless from and against (without duplication):

(a) all Taxes and other amounts for which the Defense Group is responsible under this Agreement; and

(b) all Taxes and Losses attributable to a breach of any representation, covenant or obligation of Defense under this Agreement.

ARTICLE VIII

PAYMENTS

Section 8.1 Payments.

(a) General. In the event that an Indemnifying Party is required to make a payment to an Indemnified Party pursuant to this Agreement, such payment shall be made to the Indemnified Party within the time prescribed for payment in this Agreement, or if no period is prescribed, within twenty (20) days after delivery of written notice of payment owing together with a computation of the amounts due. If the Indemnifying Party fails to make a payment to the Indemnified Party within the time period set forth in this Section 8.1 or as otherwise provided in this Agreement, such Indemnifying Party shall pay to the Indemnified Party interest that accrues (at a rate equal to LIBOR) on the amount of such payment from the time that such payment was due to the Indemnified Party until the date that payment is actually made to the Indemnified Party; provided, however, that this provision for interest shall not be construed to give the Indemnifying Party the right to defer payment beyond the due date hereunder.

(b) Right of Setoff. It is expressly understood that an Indemnifying Party is hereby authorized to set off and apply any and all amounts required to be paid to an Indemnified Party pursuant to this Section 8.1 against any and all of the obligations of the Indemnified Party to the Indemnifying Party arising under Section 8.1 of this Agreement that are then either due and payable or past due, irrespective of whether such Indemnifying Party has made any demand for payment with respect to such obligations.

Section 8.2 Treatment of Payments made Pursuant to Tax Matters Agreement. Unless otherwise required by a Final Determination or this Agreement or otherwise agreed to among the Parties, for U.S. federal Tax purposes, any payment (other than payments of interest pursuant to Section 8.1(a)) made pursuant to this Agreement by:

(a) a Spinco Party to ITT shall be treated for all Tax purposes as a distribution by such Spinco Party to ITT with respect to stock of the Spinco Party occurring after the Spinco Party is directly owned by ITT and immediately before the applicable Distribution;

(b) ITT to either of the Spinco Parties shall be treated for all Tax purposes as a tax-free contribution by ITT to the appropriate Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by ITT and immediately before the applicable Distribution;

(c) a Spinco Party to another Spinco Party shall be treated for all Tax purposes as a distribution by the first Spinco Party to ITT with respect to stock of that Spinco Party occurring after the Spinco Party is directly owned by ITT and immediately before the applicable Distribution followed by a tax-free contribution by ITT to the recipient Spinco Party with respect to its stock occurring after the Spinco Party is directly owned by ITT and immediately before the applicable Distribution; and

(d) in each case, none of the Parties shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Agreement (ignoring any potential inconsistent or adverse Final Determination), such Party shall use its commercially reasonable efforts to contest such challenge.

Section 8.3 Payments Net of Tax Benefit Actually Realized and Tax Cost. All amounts required to be paid by one Party to another pursuant to this Agreement or the Distribution Agreement shall be reduced by the Tax Benefit Actually Realized by the Indemnified Party or its Subsidiaries in the taxable year the payment is made or any prior taxable year as a result of the claim giving rise to the payment. If the receipt or accrual of any such payment (other than payments of interest pursuant to Section 8.1(a) or Section 11.11 of the Distribution Agreement) results in taxable income to the Indemnified Party or its Subsidiaries, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the Indemnified Party or its Subsidiaries shall have realized the same net amount it would have realized had the payment not resulted in taxable income.

ARTICLE IX

AUDITS

Section 9.1 Notice. Within fifteen (15) Business Days after a Party or any of its Affiliates receives a written notice from a Taxing Authority (reduced to five (5) Business Days for written notices received from a state or local Taxing Authority) of the existence of an Audit that may require indemnification pursuant to this Agreement, that Party shall notify the other Parties of such receipt and send such notice to the other Parties via overnight mail. The failure of one Party to notify the other Parties of an Audit shall not relieve such other Party of any liability and/or obligation that it may have under this Agreement, except to the extent that the Indemnifying Party’s rights under this Agreement are materially prejudiced by such failure.

Section 9.2 Audits.

(a) Determination of Administering Party.

(i) Subject to Sections 9.2(b) and 9.2(c), ITT and its Subsidiaries shall administer and control all ITT Federal Income Tax Audits, ITT U.S. State Income Tax Audits, and ITT Non-U.S. Income Tax Audits.

(ii) Audits of Water Separate U.S. Income Tax Returns, Defense Separate U.S. Income Tax Returns, Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns (other than ITT Non-U.S. Income Tax Returns), and Non-Income Tax Returns shall

be administered and controlled by the Party and its Subsidiaries that would be primarily liable under applicable Law to pay to the applicable Taxing Authority the Taxes resulting from such Audits. Such Audits shall not be subject to Sections 9.2(b) and 9.2(c).

(b) Administration and Control; Cooperation.

(i) Subject to Sections 9.2(b)(ii) and 9.2(c), the Audit Management Party shall have absolute authority to make all decisions (determined in its sole discretion) with respect to the administration and control of such Audit, including the selection of all external advisors. In that regard, the Audit Management Party (a) may in its sole discretion settle or otherwise determine not to continue to contest any issue related to such Audit without the consent of the other Parties, and (b) shall, as soon as reasonably practicable and prior to settlement of an issue that could cause one or more other Parties to become responsible for Taxes under Section 9.3, notify the Audit Representatives of such other Parties of such settlement. The other Parties shall (and shall cause their Affiliates to) undertake all actions and execute all documents (including an extension of the applicable statute of limitations) that are determined in the sole discretion of the Audit Management Party to be necessary to effectuate such administration and control. The Parties shall act in good faith and use their reasonable best efforts to cooperate fully with each other Party (and their Affiliates) in connection with such Audit and shall provide or cause their Subsidiaries to provide such information to each other as may be necessary or useful with respect to such Audit in a timely manner, identify and provide access to potential witnesses, and other persons with knowledge and other information within its control and reasonably necessary to the resolution of the Audit.

(ii) In the case of any Audit in respect of Distribution Taxes for which a Party could be liable pursuant to Section 5.1(b) or Taxes for which a Party could be liable pursuant to Section 6.2, such Party shall have the right to administer and control such Audit (and shall have any rights, and be subject to any limitations or obligations, set forth in Section 9.2 applicable to the Audit Management Party); provided, however, that such Audit Management Party shall not settle such Audit without the prior written consent of any other Party if such settlement could have a material adverse impact on such Party or any of its Affiliates. In event more than one Party would be liable under Section 5.1(b) or Section 6.2, such Parties shall each have the right to jointly act as Audit Management Party with respect to such Audit in accordance with this Section 9.2(b)(ii), and such Parties may agree upon additional terms to govern such joint responsibility.

(i) Each Party that would be responsible under Section 9.3 for Taxes resulting from an Audit (other than the Audit Management Party) (a “Participating Party”) shall have limited participation rights as set forth in this Section 9.2(c) with respect to such Audit. Upon the reasonable request of a Participating Party, the Audit Management Party shall make available relevant personnel and external advisors to meet with the Participating Party and its independent auditor in order to review the status of the Audits. The Participating Parties shall provide the Audit Management Party with reasonable notice of such requested meetings or information.

(ii) Each Participating Party shall have access to any written documentation in the possession of the Audit Management Party that pertains to the Audit (including any written summaries of issues that the Audit Management Party has developed in the context of evaluating the financial reporting of the Audit); provided, however, that if documentation was prepared solely by or on behalf of a Party, then the documentation must relate to the joint defense of the Audit. Copies of the documentation will be made available to the Participating Parties at their sole cost and expense.

(iii) The Participating Parties are encouraged to provide consultation to the Audit Management Party in regards to Audit strategy and shall, upon request of the Audit Management Party, provide such consultation. The Participating Party may elect to employ separate counsel to advise the Participating Party as additional counsel in or in connection with an Audit, but in that event, the fees and expenses of the separate counsel shall be paid solely by the Participating Party. The Audit Management Party shall in good faith consider all advice and other input received from the Participating Parties in connection with their consultations with respect to an Audit. However, the Audit Management Party shall retain the sole authority to make all Audit decisions. In that regard, the Participating Parties and their separate counsels shall not be allowed to participate in any Audit-related meetings other than those described in (i) or (ii) above (unless such a meeting is attended by the personnel of a Participating Party, in which case that Participating Party may attend the meeting but may not actively participate), respond directly to a Taxing Authority conducting the Audit, or in any manner control resolution of the Audit.

(d) Sharing of Certain Audit-related Internal and External Costs and Expenses.

(i) External Costs and Expenses. All external costs and expenses (including all costs and expenses of calculating Taxes and other amounts payable hereunder) that are incurred by the Audit Management Party with respect to any ITT Federal Income Tax Audit, ITT U.S. State Income Tax Audit, or ITT Non-U.S. Income Tax Audit (including any external costs and expenses incurred as a result of any reporting obligations that arise out of an Audit, such as the reporting of any Audit adjustments to the various U.S. states) shall (a) if incurred in 2012, be borne by the Audit Management Party to the extent such external costs and expenses do not exceed $500,000 and thereafter be shared on an equal one-third (1/3) basis by each of the Parties, (b) if incurred in 2013, be borne by the Audit Management Party to the extent such external costs and expenses do not exceed $600,000 and thereafter be shared on an equal one-third (1/3) basis by each of the Parties, (c) if incurred in 2014, be borne by the Audit Management Party to the extent such external costs and expenses do not exceed $600,000 and thereafter be shared on an equal one-third (1/3) basis by each of the Parties, and (d) if incurred after 2014, be shared on an equal one-third (1/3) basis by each of the Parties; provided, however, that any external costs and expenses incurred by any Party in respect of an Audit in respect of Distribution Taxes for which a Party could be liable pursuant to Section 5.1(b) or Taxes for which a Party could be liable pursuant to Section 6.2 shall be borne by the Party incurring such external costs and expenses and shall not be subject to the foregoing arrangements. The Audit Management Party shall provide to the other Parties at the end of each calendar year an invoice for each other Party’s share of the external costs (along with supporting invoices received from the external service providers), and each other Party shall remit, within sixty (60) days after

receipt of the invoice, payment of their share of the external costs to the Audit Management Party.

(ii) Internal Costs and Expenses. All internal costs and expenses incurred by any Party with respect to any ITT Federal Income Tax Audit, ITT U.S. State Income Tax Audit, or ITT Non-U.S. Income Tax Audit shall be borne by such Party.

(e) Power of Attorney/Officer Signature. Each Party hereby appoints (and shall cause its Subsidiaries to appoint) the Audit Management Party (and its designated representatives) as its agent and attorney-in-fact to take the actions the Audit Management Party deems necessary or appropriate to implement the responsibilities of the Audit Management Party under this Agreement. Each Party also shall (or shall cause its Subsidiaries to) execute and deliver to the Audit Management Party a power of attorney, and such other documents as are reasonably requested from time to time by the Audit Management Party (or its designee).

Section 9.3 Payment of Audit Amounts.

(a) ITT Federal Income Tax Audits. In connection with any ITT Federal Income Tax Audit:

(i) ITT shall pay all additional Taxes due and payable as a result of such Audit that relate to the portion of a Straddle Tax Period (as determined under Section 11.2(a)) beginning after the Distribution Date.

(ii) To the extent that the aggregate amount of additional Taxes due and payable with respect to all ITT Federal Income Tax Audits for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)) (the “ITT Federal Income Tax Audit Amount”) does not exceed $27,100,000, ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority all additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)).

(iii) To the extent that the ITT Federal Income Tax Audit Amount exceeds $27,100,000:

	1)		ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority an amount equal to the ITT Federal Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)).

	2)		Defense shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Defense Federal Sharing Percentage of the additional Taxes

due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority).

Water shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Water Federal Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority).

(b) ITT U.S. State Income Tax Audits. In connection with any ITT U.S. State Income Tax Audit:

(ii) To the extent that the aggregate amount of additional Taxes due and payable with respect to all ITT U.S. State Income Tax Audits for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)) (the “ITT U.S. State Income Tax Audit Amount”) does not exceed $8,600,000, ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority all additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)).

(iii) To the extent that the ITT U.S. State Income Tax Audit Amount exceeds $8,600,000:

	1)		ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority an amount equal to the ITT U.S. State Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)).

	2)		Defense shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Defense U.S.

State Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority).

Water shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Water U.S. State Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority).

(ii) To the extent that the aggregate amount of additional Taxes due and payable with respect to all ITT Non-U.S. Income Tax Audits for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)) (the “ITT Non-U.S. Income Tax Audit Amount”) does not exceed $10,600,000, ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority all additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)).

(iii) To the extent that the ITT Non-U.S. Income Tax Audit Amount exceeds $10,600,000:

ITT shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority an amount equal to the ITT Non-U.S. Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date (as determined under Section 11.2(a)).

Water shall be liable for and shall pay or cause to be paid to ITT an amount equal to the Water Non-U.S. Sharing Percentage of the additional Taxes due and payable as a result of such Audit for a Pre-Distribution Tax Period or that relate to the portion of a Straddle Tax Period ending on the Distribution Date, as determined under Section 11.2(a) (and ITT shall pay or cause to be paid such amounts to the applicable Taxing Authority).

(d) Audit True-Up Payment. If on the Audit True-Up Date the ITT Income Tax Audit Amount is below $46,300,000, then ITT shall pay or cause to be paid (i) to Water an amount equal to (a) thirty-five percent (35%) multiplied by (b) the amount of the difference between the ITT Income Tax Audit Amount and $46,300,000 and (ii) to Defense an amount equal to (a) twenty-three percent (23%) multiplied by (b) the amount of the difference between the ITT Income Tax Audit Amount and $46,300,000. Any additional Taxes in connection with an ITT Federal Income Tax Audit, ITT U.S. State Income Tax Audit, or ITT Non-U.S. Income Tax Audit that are due and payable after the Audit True-Up Date shall be subject to Section 9.3(a)(iii), Section 9.3(b)(iii), or Section 9.3(c)(iii), as the case may be.

(e) Audits of Water Separate U.S. Income Tax Returns, Defense Separate U.S. Income Tax Returns, Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns, and Non-Income Tax Returns. In connection with any Audits of ITT Separate U.S. Income Tax Returns, Water Separate U.S. Income Tax Returns, Defense Separate U.S. Income Tax Returns, Post-Distribution Income Tax Returns, Non-U.S. Income Tax Returns (other than ITT Non-U.S. Income Tax Returns), and Non-Income Tax Returns, the Party whose Group contains the entity that is primarily liable under applicable Law for the relevant Taxes shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority the amounts due and payable as a result of such Final Determination.

(f) Payment Procedures. In connection with any Audit or the determination of the ITT Income Tax Audit Amount pursuant to Section 9.3(d) that results in an amount to be paid pursuant to Section 9.3, (b), (c), or (d), the Audit Management Party shall, within thirty (30) Business Days following a final resolution of such Audit or such determination pursuant to Section 9.3(d), submit in writing to the other Parties a preliminary determination (calculated and explained in detail reasonably sufficient to enable the Parties to fully understand the basis for such determination and to permit such Parties and their Affiliates to satisfy their financial reporting requirements) of the portion of such amount to be paid by each of the Parties pursuant to Section 9.3(a), (b), (c), or (d), as applicable. Each of the Parties and its Affiliates shall have access to all data and information necessary to calculate such amounts and the Parties and their Affiliates shall cooperate fully in the determination of such amounts. Within twenty (20) Business Days following the receipt by a Party of the information described in this Section 9.3(f), such Party shall have the right to object only to the calculation of the amount of the payment (but not the basis for the payment) by written notice to the other Parties; such written notice shall contain such disputed item or items and the basis for its objection. If no Party objects by proper written notice to the other Parties within the time period described in this Section 9.3(f), the calculation of the amounts due and owing from each Party shall be deemed to have

been accepted and agreed upon, and final and conclusive, for purposes of this Section 9.3(f). If any Party objects by proper written notice to the other Parties within such time period, the Parties shall act in good faith to resolve any such dispute as promptly as practicable in accordance with Article XIII. The Party or its Affiliate responsible for paying to the applicable Taxing Authority under applicable Law amounts owed shall make such payments to such Taxing Authority prior to the Due Date for such payments. The other Parties shall reimburse the paying Party in accordance with Article VIII for the portion of such payments for which such other Parties are liable pursuant to this Section 9.3. The time periods specified above for submitting a preliminary determination and objecting may be shortened to a time period determined by a Majority of the Parties if these Parties ascertain that such shortened time period is necessary to meet the Audit obligations of the Parties and their Affiliates.

ARTICLE X

COOPERATION AND EXCHANGE OF INFORMATION

Section 10.1 Cooperation and Exchange of Information. The Parties shall each cooperate fully (and each shall cause its respective Affiliates to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation:

(a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(b) the execution of any document that may be necessary or reasonably helpful in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);

(c) the use of the Party’s reasonable best efforts to obtain any documentation and provide additional facts, insights or views as requested by another Party that may be necessary or reasonably helpful in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and

(d) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books,

records, or other information that may be necessary or helpful in connection with any Tax Returns of any of the Parties or their Affiliates.

Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated among the Parties pursuant to this Agreement, including costs incurred under Article II and Article IX, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 10.1.

Water and Defense shall have the right to access, retrieve, and utilize any and all Tax data and information as it relates to members of the Water Group and Defense Group, respectively, from ITT’s existing Tax data and information systems until the time each establishes its own Tax data and information systems.

Section 10.2 Retention of Records. Subject to Section 10.1, if any of the Parties or their respective Subsidiaries intends to dispose of any documentation relating to the Taxes of the Parties or their respective Subsidiaries for which another Party to this Agreement may be responsible pursuant to the terms of this Agreement (including, without limitation, Tax Returns, books, records, documentation, and other information, accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities), such Party shall or shall cause written notice to the other Parties describing the documentation to be destroyed or disposed of sixty (60) Business Days prior to taking such action. The other Parties may arrange to take delivery of the documentation described in the notice at their expense during the succeeding sixty (60) day period.

ARTICLE XI

ALLOCATION OF TAX ATTRIBUTES
AND OTHER TAX MATTERS

Section 11.1 Allocation of Tax Attributes. ITT shall in good faith advise each Spinco in writing of the portion, if any, of any Tax Attributes, earnings and profits, or other consolidated, combined or unitary attribute that ITT determines shall be allocated or apportioned to each Group under applicable Law; provided, however, that such determination shall be made in a manner that is (a) reasonably consistent with the past practices of the Parties; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; and (c) consistent with the IRS Ruling, the Tax Representation Letters, and the Tax Opinions. ITT agrees to provide the other Parties with all of the information supporting the Tax Attribute and other determinations made by ITT pursuant to this Section 11.1.

Section 11.2 Allocation of Tax Items.

(a) All determinations for purposes of Section 4.1 and Section 9.3 regarding the allocation of Tax items (other than Tax items arising after the Distribution Date outside the ordinary course of business) between the portion of a Straddle Tax Period that ends on the Distribution Date and the portion that begins the day after the Distribution Date shall be made based on a closing of the books method unless the Parties unanimously agree otherwise. Any

such allocation of Tax items shall initially be made by ITT. To the extent that Defense or Water disagrees with such determination, the dispute shall be resolved pursuant to the provisions of Article XIII. For purposes of preparing any Income Tax Returns for the year of the Distributions that require an allocation of Tax items between a Pre-Distribution Tax Period and a Post-Distribution Tax Period, Tax items shall be allocated based on a closing of the books method unless the Parties unanimously agree otherwise.

(b) Notwithstanding anything to the contrary in this Agreement, if any Party or any of its Affiliates is responsible for and pays any amount after the Distribution Date but on or before September 15, 2012 (the “Paying Party”) that gives rise to a Tax Benefit Actually Realized for another Party or any of its Affiliates (the “Claiming Party”), then the Claiming Party shall be required to promptly pay to the Paying Party an amount equal to such Tax Benefit Actually Realized (a “Post-Distribution Payment Tax Benefit”). Such payment shall only be required to be paid with respect to a given item if and when the Tax Benefit Actually Realized attributable to such item exceeds $10,000,000 in the aggregate, provided that an amount equal to the entire Tax Benefit Actually Realized (and not merely the excess over $10,000,000) shall be required to be paid in such event. Subsequent payments shall be made between the Parties if necessary to reflect any subsequent increase or decrease in the amount of the Post-Distribution Payment Tax Benefit realized by the Claiming Party. The Paying Party and the Claiming Party agree to consult with each other regarding the determination and calculation of any Post-Distribution Payment Tax Benefit. In the event such Parties are unable to agree on the amount of any Post-Distribution Payment Tax Benefit, then any disputed issues shall be submitted to an independent Big Four Accounting Firm for a final binding resolution. The fees and expenses of such Big Four Accounting Firm shall be shared equally between the Paying Party and the Claiming Party.

ARTICLE XII

DEFAULTED AMOUNTS

Section 12.1 General. In the event that one or more Parties defaults on its obligation to pay Distribution Taxes for which it is liable pursuant to Article V to another Party, then each non-defaulting Party shall be required to pay an equal portion of such Distribution Taxes to such other Party; provided, however, that no payment obligation shall exist under this Section 12.1 with respect to Distribution Taxes that are attributable to the Fault of one or more Parties; provided, further, that any payment of Distribution Taxes by a non-defaulting Party pursuant to this Section 12.1 shall in no way release the defaulting Party from its obligations to pay such Distribution Taxes and any non-defaulting Party may exercise any available legal remedies available against such defaulting Party; provided, further, that interest shall accrue on any such payment by a non-defaulting Party at a rate per annum equal to the then applicable LIBOR. In connection with the foregoing, it is expressly understood that any defaulting Party’s rights to any amounts to be received by such defaulting Party hereunder may be used via a right of offset to satisfy, in whole or in part, the obligations of such defaulting Party to pay the Distribution Taxes that are borne by the non-defaulting Parties; such rights of offset shall be applied in favor of the non-defaulting Party or Parties in proportion to the additional amounts paid by any such non-defaulting Party or Parties.

Section 12.2 Subsidiary Funding. Without limitation of the Parties’ rights and obligations otherwise set forth in this Agreement and provided that no other Party has defaulted on any of its obligations pursuant to this Agreement, each Party agrees to provide or cause to be provided such funding as is necessary to ensure that its respective Subsidiaries are able to satisfy their respective Tax liabilities to a Taxing Authority that arise as a result of a Final Determination under Section 9.3 of this Agreement, including any such Tax liabilities that, upon default by a Party’s Subsidiary, may result in another Party’s Subsidiary paying or being required to pay the defaulted Tax liabilities to a Taxing Authority.

ARTICLE XIII

DISPUTE RESOLUTION

Section 13.1 Resolution in Accordance with Distribution Agreement. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the transactions contemplated hereby, including any claim based on contract, tort, statute or constitution (“Dispute”), such Dispute shall be subject to the provisions of Article IX of the Distribution Agreement.

ARTICLE XIV

MISCELLANEOUS

Section 14.1 Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

Section 14.2 Survival. Except as otherwise contemplated by this Agreement or the Distribution Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided, however, that all indemnification for Taxes shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided, further, that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

Section 14.3 Notices. All notices, requests, claims, demands, and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service), or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 14.3):

To ITT:

ITT Corporation
1133 Westchester Avenue, Suite 3000
White Plains, NY 10604
Attn: General Counsel
Facsimile: (914) 696-2970

To Water:

Xylem Inc.
1133 Westchester Avenue, Suite 2000
White Plains, NY 10604
Attn: General Counsel
Facsimile: [•]

To Defense:

Exelis Inc.
1650 Tysons Boulevard, Suite 1700
McLean, VA 22102
Attn: General Counsel
Facsimile: [•]

Section 14.4 Waivers. Any consent required or permitted to be given by any Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

Section 14.5 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party hereto without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Parties to this Agreement.

Section 14.6 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 14.7 Termination and Amendment. This Agreement (including indemnification obligations hereunder) may be terminated, modified or amended and each Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of ITT without the approval of Water or Defense or the shareholders of ITT. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated

except by an agreement in writing signed by a duly authorized representative of each of ITT, Water, and Defense.

Section 14.8 No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).

Section 14.9 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 14.10 Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 14.11 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 14.12 Exhibits and Schedules. The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 14.13 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York; provided that the Indiana Business Corporation Law, including the provisions thereof governing the fiduciary duties of directors of a Indiana corporation, shall govern, as applicable, the internal affairs of ITT, Exelis and Xylem, as the case may be.

Section 14.14 Consent to Jurisdiction. Subject to the provisions of Article XIII, each of the Parties irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, or (b) the United States District Court for the Southern District of New York (the “New York Courts”), for the purposes of any suit, action, or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Article XIII or to prevent irreparable harm, and to the non-exclusive jurisdiction of the New York Courts for the enforcement of any award issued thereunder. Each of the Parties further agrees that service of any process, summons, notice, or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit, or proceeding in the New York Courts with respect to any matters to which it has submitted

to jurisdiction in this Section 14.14. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement or the transactions contemplated hereby in the New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 14.15 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.15.

Section 14.16 Force Majeure. No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of Force Majeure (as defined in the Distribution Agreement). A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

Section 14.17 Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 14.18 Changes in Law.

(a) Any reference to a provision of the Code, Treasury Regulations, or a Law of another jurisdiction shall include a reference to any applicable successor provision or Law.

(b) If, due to any change in applicable Law or regulations or their interpretation by any court of Law or other governing body having jurisdiction subsequent to the date hereof, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their commercially reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

Section 14.19 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 14.20 Tax Sharing Agreements. All Tax sharing, indemnification and similar agreements, written or unwritten, as between any of the Parties or their respective Subsidiaries, on the one hand, and any other Party or its respective Subsidiaries, on the other hand (other than this Agreement or in any other Ancillary Agreement), shall be or shall have been terminated as of the Distribution Date and, after the Distribution Date, none of such Parties (or their Subsidiaries) to any such Tax sharing, indemnification or similar agreement shall have any further rights or obligations under any such agreement.

Section 14.21 Exclusivity. Except as specifically set forth in the Distribution Agreement or any other Ancillary Agreement, all matters related to Taxes or Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by this Agreement. In the event of a conflict between this Agreement, the Distribution Agreement or any Ancillary Agreement with respect to such matters, this Agreement shall govern and control.

Section 14.22 No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 14.23 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.


		ITT CORPORATION

		Name:
		Title:

		XYLEM INC.

		Name:
		Title:

		EXELIS INC.

		Name:
		Title:

Schedules to the

TAX MATTERS AGREEMENT

by and among

ITT CORPORATION,

XYLEM INC.,

and

EXELIS INC.

Dated as of , 2011

Schedule 1.1(6)
List of ATOB Entities

1.		ITT Italia Srl

2.		ITT Water & Wastewater AB

3.		ITT Defence Ltd.

4.		Goulds Pumps (Philippines), Inc.

5.		Goulds Pumps, Inc.

6.		Evolutionary Concepts, Inc.

7.		ITT Enidine, Inc.

Schedule 1.1(27)
List of Distributions


Equity Distributed	Distributing Entity	Distributee(s)
Common stock and convertible preferred equity certificates of Remainco International Sàrl	ITT Industries Sàrl	ITT International Sàrl

Common stock and convertible preferred equity certificates of Missions Systems International Sàrl	ITT Industries Sàrl	ITT International Sàrl

Common stock and convertible preferred equity certificates of Remainco International Sàrl	ITT International Sàrl	ITT Water Technology Delaware, Inc.

Common stock and convertible preferred equity certificates of Missions Systems International Sàrl	ITT International Sàrl	ITT Water Technology Delaware, Inc.

Common stock of ITT International Holdings, Inc.	ITT Water Technology Delaware, Inc.	ITT Industries Holdings, Inc.

Common stock of ITT Water Technology Delaware, Inc.	ITT Industries Holdings, Inc.	ITT Corporation

Common stock of Exelis Inc.	ITT Water Technology Delaware, Inc.	ITT Corporation

Common stock of Xylem Inc.	ITT Corporation	ITT Corporation shareholders

Common stock of Exelis Inc.	ITT Corporation	ITT Corporation shareholders

Common stock of Water Technology Philippines Holding, Inc.	Goulds Pumps, Inc.	GP Holding Company, Inc.

Common stock of Water Technology Philippines Holding, Inc.	GP Holding Company, Inc.	ITT Corporation

Common stock of Evolutionary Concepts, Inc.	International Motion Control, Inc.	ITT Corporation

Schedule 1.1(88)
List of Section 355 Entities

1.		ITT Corporation

2.		Xylem Inc.

3.		Exelis Inc.

4.		Remainco International Sàrl

5.		Missions Systems International Sàrl

6.		ITT Industries Sàrl

7.		ITT International Sàrl

8.		ITT International Holdings, Inc.

9.		ITT Water Technology Delaware, Inc.

10.		ITT Industries Holdings, Inc.

11.		Water Technology Philippines Holding, Inc.

12.		Goulds Pumps, Inc.

13.		GP Holding Company, Inc.

14.		Evolutionary Concepts, Inc.

15.		International Motion Control, Inc.

Schedule 6.1
List of GRAs


			Name of Transferred
Date of Transfer	Name of Transferor	Name of Transferee	Entity
January 5, 2009	ITT Corporation	ITT International Sàrl	ITT Canada Company

January 7, 2009, and December 21, 2009	ITT Water Technology Delaware, Inc.	ITT International Sàrl	ITT Industries Sàrl

July 23, 2009	ITT Water Technology Delaware, Inc.	ITT Germany GmbH	BVE Controls GmbH

July 23, 2009	ITT Water Technology Delaware, Inc.	ITT Germany GmbH	Enidine Trading Company GmbH (later merged with BVE Controls GmbH)

July 23, 2009	ITT Water Technology Delaware, Inc.	ITT Germany GmbH	ITT Control Technologies GmbH (f/k/a Cleveland Motion Controls GmbH)

July 30, 2009	ITT Water Technology Delaware, Inc.	ITT International Sàrl	ITT Germany GmbH (f/k/a Enidine GmbH)

December 12, 2010	Nova Analytics Corporation	ITT International Sàrl	ITT Analytics Deutschland GmbH

exv10w3

Exhibit 10.3

MASTER TRANSITION SERVICES AGREEMENT

This Master Transition Services Agreement (this “Agreement”) is entered into as of [•], 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”). Each of ITT, Exelis and Xylem is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the “Distribution Agreement”).

W I T N E S S E T H :

WHEREAS, the Board of Directors of ITT has determined that it is appropriate, desirable and in the best interests of ITT, ITT’s shareholders and ITT’s other constituents, to separate, pursuant to and in accordance with the Distribution Agreement, ITT into three separate, publicly traded companies, one for each of (i) the ITT Retained Business, which shall be owned and conducted, directly or indirectly, by ITT, (ii) the Defense Business, which shall be owned and conducted, directly or indirectly, by Exelis and (iii) the Water Business, which shall be owned and conducted, directly or indirectly, by Xylem.

WHEREAS, in order to provide for an orderly transition under the Distribution Agreement, each of ITT, Exelis and Xylem desire to provide to the other certain services for specified periods following the Distribution Date, all in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein, the Parties agree as follows:

1. Services Provided.

(a) With respect to each Service (as defined in Section 1(b)), the Party required to provide such Service is the “Service Provider” and the other Party is the “Service Recipient”. In performing the Services, Service Provider and each of its Affiliates shall use commercially reasonable efforts to provide, or to ensure that any Third Party Provider (as defined in Section 1(b)) shall provide, the Services in the same manner, within the same amount of time and at the same level of service (including, as applicable, with respect to type, frequency, quality, and quantity), with the same degree of reasonable skill and care and with the same level of security and control as provided and used in providing the Services during the twelve month period prior to the Distribution Date (excluding any actions taken in contemplation of the Distribution). Notwithstanding the foregoing, if there is an increase in the complexity of a Service (whether as a result of increased quantity or quality, changing frequency or regulatory requirements or otherwise), Service Recipient acknowledges and agrees that such Service may not be provided within the same amount of time as it had previously taken during such period, and, in such a case, Service Provider and each of its Affiliates shall use commercially reasonable efforts to provide, or to ensure that any Third Party Provider shall provide, such Service in a timely manner. Notwithstanding anything herein to the contrary, the Services are to be provided in a manner that does not disparately treat Service Recipient (or its Subsidiaries or its or their

personnel or business) as compared to Service Provider’s treatment of itself (or its Affiliates or its or their personnel or business) in connection with the provision of a Self-Service (as defined in Section 2(a)(v)).

(b) During the period commencing on the Distribution Date and ending on the date that is two (2) years from the date hereof, unless an earlier or later date is otherwise specified for a Service on Schedule A, Schedule B or Schedule C hereto (for each such Service, such end date being herein referred to as the “Termination Date”, with Schedule A, Schedule B and Schedule C being herein referred to as the “Services Schedules”), Service Provider shall provide, or shall cause one or more of its Affiliates or a contractor, subcontractor, vendor or other third-party service provider (each, a “Third Party Provider”) to provide, upon the terms and subject to the conditions set forth herein, the services described on the Services Schedules, including under the headings “General Services Description” and “Scope of Services” (the “Services”); provided, Service Provider shall obtain the consent of Service Recipient (not to be unreasonably withheld, delayed or conditioned) in the event any such Service is to be provided by a Third Party Provider or Affiliate if such Services were not provided by such Third Party Provider or Affiliate to Service Recipient during the twelve month period prior to the Distribution Date; provided further, Service Provider shall remain primarily responsible for the performance by any such Affiliate or Third Party Provider of its obligations hereunder. Irrespective of whether Service Provider, an Affiliate or a Third Party Provider is providing a Service, Service Recipient may direct that any such Service be provided directly to Service Recipient or any other member of such Party’s Group.

(c) Each Service provided hereunder shall be terminated on its applicable Termination Date (as defined in Section 1(b)), unless otherwise terminated earlier by Service Recipient pursuant to Section 11. Service Provider shall be under no obligation to provide a Service to Service Recipient after the Termination Date applicable to such Service, except to the extent otherwise agreed in writing by Service Provider and Service Recipient.

2. Consideration.

(a) Costs and Fees.

(i) For each Service, Service Recipient shall pay (in accordance with Section 2(b)) Service Provider an amount equal to the Monthly Costs (as defined in Section 2(a)(i)(1)); provided that (i) for any Service performed from and after January 1, 2012 through and including the day before the expiration date of the Minimum Service Period (as defined in Section 11(b)) for such Service, Service Recipient shall pay, along with and in addition to such Monthly Costs, an amount equal to 2% of such Monthly Costs and (ii) for any Service performed from and after the expiration date of the Minimum Service Period for such Service through and including the date as of which the provision of such Service hereunder has been terminated, Service Recipient shall pay, along with and in addition to the Monthly Costs, an amount equal to 10% of such Monthly Costs, unless, upon request by Service Recipient to terminate a Service, Service Provider is unable to transition the Service to Service Recipient or its designated Subsidiary in a commercially reasonable manner which does not unduly disrupt the Service and as a result, Service Recipient is unable to terminate such Service on or after the date on which

the Minimum Service Period expires (in which case any third party, out-of-pocket costs resulting to Service Recipient shall be shared in accordance with Section 11(b)).

(1) The “Monthly Costs” for each Service shall be an amount equal to the sum of (A) the costs or expenses incurred as set forth on the applicable Services Schedule; provided that if a Services Schedule is silent regarding costs and expenses, the amount under this subsection (A) shall be equal to Service Provider’s allocated costs (including salary, wages and benefits, but excluding severance and retention costs, which shall be handled pursuant to Section 2(a)(ii)) for any of its (or its Affiliates’) employees involved in providing Services, plus (B) any reasonable out-of-pocket costs and expenses incurred in connection with retaining Third Party Providers, including any fees for any Third Party Consent or Alternate Method, or pursuing any warranty or indemnity against a Third Party Provider in accordance with Section 3(d); provided that Service Recipient shall only be responsible for 50% of the fees for any Third Party License, with Service Provider responsible for the other 50%, plus (C) any sales, transfer, goods, services, value added, gross receipts or similar taxes, fees, charges or assessments (including any such taxes that are required to be withheld); provided that the Parties agree to use commercially reasonable efforts to minimize any such tax with respect to the Services, plus (D) other reasonable miscellaneous out-of-pocket costs and expenses; provided, however, that any such expenses exceeding $5,000 per month for each Service (other than routine business travel and related expenses) shall require advance approval of Service Recipient. The Monthly Costs for a Service shall not include any severance and retention costs incurred by Service Provider as a result of retaining the necessary employees to supply such Service to Service Recipient in accordance with the terms of this Agreement, which costs shall be handled pursuant to Section 2(a)(ii) below.

(2) Any costs and expenses provided for on a Services Schedule shall be subject to an increase of 4.5% per annum beginning on January 1, 2012 in order to adjust for inflation.

(3) Service Provider shall notify Service Recipient of any event that may reasonably be expected to increase the Monthly Costs by more than 5%.

(ii) Subject to the terms of this Section 2(a)(ii), Service Provider shall use commercially reasonable efforts to retain its workforce required to provide the Services and, consistent with its severance and retention policies then in effect, may make severance and retention payments to employees providing the Services. As provided for on Annex A (the “Severance and Retention Schedule”), Service Recipient shall be responsible for the percentage as therein provided of Service Provider’s actual severance and retention costs (which are estimated in the Severance and Retention Schedule) for those individuals or job descriptions as set forth therein; provided that Service Recipient shall only be so responsible for its portion of severance costs if such costs were incurred as a result of terminating such an employee in connection with the termination of a Service; provided further that (a) if the severance and retention costs change from the

estimates provided in the Severance and Retention Schedule, Service Recipient shall be responsible for its percentage of such costs so long as such change in costs is consistent with the Service Provider’s severance and retention policies as then in effect and (b) any such employee is actually terminated and not rehired for at least ninety (90) days following such termination. Service Provider shall prepare and deliver, within thirty (30) days following the end of each quarterly period ending each March 31, June 30, September 30 and December 31 (it being understood that the first such period shall be shorter than one quarter), to Service Recipient an invoice setting forth the amount of severance and retention costs to be paid by Service Recipient in accordance with the foregoing provisions of this Section 2(a)(ii), which invoice Service Recipient shall pay pursuant to the terms of Section 2(b).

(iii) Unless the Parties otherwise agree in writing, (i) where Services are provided in a country outside of the United States by a Person located in the same country, amounts shall be invoiced and paid in the local currency of the entity providing the Services and (ii) if payments are to be made between legal entities not within the same country, such amounts shall be invoiced and paid in U.S. Dollars. To the extent necessary, local currency conversion on any such invoice shall be based on Service Provider’s internal exchange rate for the then-current month, based upon the average for such month, as calculated consistently with how such local currency conversion was calculated in the twelve month period prior to the Distribution Date.

(iv) All charges based on a monthly or other time basis will be pro-rated based on actual calendar days elapsed during the period of service.

(v) With respect to any service that a Service Provider provides or causes an Affiliate to provide to itself or its Affiliates that is the same or substantially similar to a Service provided to Service Recipient or its Subsidiaries hereunder (such service, a “Self-Service”), if Service Provider determines to no longer provide such Self —Service to itself or its Affiliates, Service Provider shall notify Service Recipient of such termination no later than the number of days prior to such termination as is provided in Section 11(b) for terminating the corresponding Service. If Service Provider terminates a Self-Service prior to the end of the Minimum Service Period applicable for the corresponding Service, the Monthly Costs of such Service following any such termination and up to but not including date on which the Minimum Service Period expires shall be calculated as if Service Provider had not terminated such Self-Service. Notwithstanding the foregoing, Service Provider shall continue to provide the Service in accordance with the provisions of this Agreement, unless such Service is otherwise terminated pursuant to Section 11, and Service Provider shall not be permitted to terminate any Self-Service prior to the Termination Date for the applicable Service if such termination would adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a).

(b) Invoices and Payment.

(i) Service Provider shall invoice Service Recipient for the amounts owed hereunder in arrears on a calendar monthly basis or, in the case of Section 2(a)(ii), as

provided therein, and shall provide reasonable documentation supporting such amounts owed pursuant to Section 2(a), except to the extent such amounts are set forth on the Services Schedules. Service Recipient shall pay the amount of such invoice by electronic transfer of immediately available funds not later than thirty (30) days after of the date of such invoice. Neither Party nor any of its respective Subsidiaries shall have a right of set-off against the other Party or its Subsidiaries, except in connection with any amounts billed hereunder. In the event Service Recipient does not pay Service Provider in accordance with the terms hereof (i) all amounts so payable and past due shall accrue interest from the 31^st day after the date of the invoice to the receipt of payment at a rate per annum equal to the six (6)-month LIBOR rate (as quoted in the “Money Rates” section of The Wall Street Journal or any other similarly reputable published source on the 31^st day after the date of the invoice, or the next Business Day, if such day is not a Business Day) plus 3% (the “Interest Rate”, with the applicable rate to be recalculated every six months), until such amounts, together with all accrued and unpaid interest thereon, are paid in full, and (ii) Service Recipient shall pay, as additional fees, all reasonable out-of-pocket costs and expenses incurred by Service Provider in attempting to collect and collecting amounts due under this Section 3, including all reasonable attorneys fees and expenses.

(ii) In the event that Service Recipient in good faith disputes an invoice submitted by Service Provider, Service Recipient may withhold payment of any amount subject to the dispute; provided, however, that (x) Service Recipient shall continue to pay all undisputed amounts in accordance with the terms hereof, (y) Service Recipient shall notify Service Provider, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges and (z) in the event any dispute is resolved in the Service Provider’s favor, any amount that the Service Recipient should have paid shall be deemed to have accrued interest at the Interest Rate from the date such payment should have been made. In the event of a dispute regarding the amount of any invoice, the Parties shall use all reasonable efforts to resolve such dispute within thirty (30) days after Service Recipient provides written notification of such dispute to Service Provider. Each Party shall provide full supporting documentation concerning any disputed amount or invoice within thirty (30) days after written notification of the dispute. Unpaid fees that are under good faith dispute shall not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section 2(b)(ii), the dispute resolution procedures set forth in Section 9 herein shall apply.

3. Cooperation.

(a) Service Recipient and Service Provider shall cooperate and work together in good faith to develop a global transition plan in order to facilitate a smooth and orderly termination of a Service by its applicable Termination Date or at such earlier time as Service Recipient terminates Service Provider’s performance of the Services in accordance with Section 11. In furtherance of the foregoing, Service Provider will, if requested and at Service Recipient’s expense, provide Service Recipient with reasonable support necessary to transition or migrate the services to Service Recipient or any third party or parties chosen by the Service

Recipient, which may include consulting and training and providing reasonable access to data and other information and to Service Provider’s employees; provided, however, that such activities shall not unduly burden or interfere with Service Provider’s business and operations.

(b) It is understood that it will require significant efforts by the Parties to implement this Agreement and ensure performance hereunder. Service Recipient shall (i) cooperate with and provide Service Provider with such information and documentation as is reasonably necessary for Service Provider to perform the Services; and (ii) perform such other duties and tasks as may be reasonably required to permit Service Provider to perform the Services, including (x) cooperating in obtaining any consents or approvals from third parties necessary to facilitate Service Provider’s ability to provide the Services and (y) upon thirty (30) days prior written notice by the Service Provider, conducting such testing as may be reasonably required by Service Provider in connection with any updates or changes to the applicable systems or processes involved in providing a Service. A Service Provider shall not be deemed to be in breach of its obligations to provide or make available any Service to the extent that Service Recipient has not provided information and access to appropriate personnel that is reasonably necessary for the performance of such Service.

(c) Service Recipient shall use commercially reasonable efforts to make or obtain any approvals, permits and licenses and implement any systems as may be necessary for it to perform the Services independently in each country and applicable jurisdiction as soon as practicable following the Distribution Date.

(d) Upon Service Recipient’s written request and without prejudice to Service Recipient’s direct rights against a Third Party Provider, Service Provider shall use commercially reasonable efforts to pursue any warranty or indemnity under any contract Service Provider or its Subsidiaries may have with a Third Party Provider with respect to any Service provided to Service Recipient by such Third Party Service Provider.

(e) Service Provider shall use commercially reasonable efforts to obtain, if required, the consent of any relevant Third Party Provider (a “Third Party Consent”) or a license from any relevant Third Party Provider (a “Third Party License”), and Service Recipient shall, as necessary, cooperate with Service Provider in obtaining any such Third Party Consent or Third Party License. If a Third Party Consent or Third Party License cannot be obtained on reasonable terms, the Parties will use commercially reasonable efforts to arrange for an alternative method of obtaining any such Service on Service Recipient’s behalf (“Alternative Method”), which may include Service Provider providing such Service itself. If there is any Third Party Consent or Third Party License which was not required as of the date hereof but will subsequently be required before the Minimum Service Period expires for a particular Service, Service Provider shall identify in writing to Service Recipient such Third Party Consent or Third Party License within sixty (60) days of the date hereof.

(f) The Parties shall use the fiscal month, quarter and year ends as set forth in Schedule D in connection with the provision and receipt of applicable Services hereunder, for so long as such Services are being provided.

(g) In connection with the provision of Services hereunder, except as provided pursuant to Section 2(a)(iii) for local currency conversion for invoices, the Parties shall use the same methodology to determine the appropriate foreign exchange conversion rate as used in the twelve month period prior to the Distribution Date, which may be determined or based upon the average for the month or other applicable period or the spot rate at the end of such month or period or otherwise.

4. Performance Standard; Reports; Personnel.

(a) Except as otherwise provided in the Services Schedule and Section 1(a) herein, nothing in this Agreement shall require or be interpreted to require Service Provider to provide a Service to Service Recipient beyond the scope and content of such Service as provided by Service Provider to the ITT Retained Business, Water Business or Defense Business, as the case may be, during the twelve month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution.

(b) Service Provider shall not make changes in the manner of providing a Service unless (i) Service Provider is making similar changes in a Self-Service being performed for itself or its Subsidiaries or such changes are de minimus, in each case so long as such changes do not adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a) above, (ii) such changes are required by Service Provider or Service Recipient pursuant to applicable Law (including changes required by Service Provider or Service Recipient in connection with the provision of the Services to the other Party) or (iii) Service Recipient provides its prior written consent (which shall not be unreasonably withheld, conditioned or delayed) to such changes (in each case, for the avoidance of doubt, with the costs of any such change to be included in the calculation of Monthly Costs). In the event Service Provider determines to change the location of delivery of any Service, Service Provider shall provide Service Recipient with thirty (30) days prior written notice. All Services shall be performed in compliance with applicable Law, including all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Export Administration Regulations maintained by the U.S. Department of Commerce, Bureau of Industry and Security, and the International Traffic in Arms Regulations maintained by the U.S. Department of State, Directorate of Defense Trade Controls.

(c) In performing the Services, Service Provider shall prepare and furnish to Service Recipient reports concerning the Services with such reports to contain substantially the same data, in substantially the same format, and prepared and delivered on substantially the same timetable, as reports prepared during the twelve month period prior to the Distribution Date (excluding any reports solely prepared in contemplation of the Distribution), except as may be otherwise required by Service Recipient or Service Provider pursuant to applicable Law. Upon Service Recipient’s written request for modifications to the reporting and data transfer practices reasonably required to assist Service Recipient in transitioning off the Service, Service Provider shall cooperate and consult in good faith with Service Recipient to make such modifications; provided that if Service Provider reasonably determines in its sole discretion that any such

modification may cause Service Provider to be in breach of its obligations to the other Party hereunder (including as a result of breaching its obligations as a Service Provider to the other Party as Service Recipient), then Service Provider shall not be under any obligation to make such modifications.

(d) Service Provider shall use commercially reasonable efforts consistent with past practice to make available such personnel as may be required to provide the Services. Service Provider shall have the right to designate which personnel it will assign to perform the Services. Service Provider also shall have the right to remove and replace any such personnel at any time or designate any of its Subsidiaries or a Third Party Provider (subject to Section 1(a) herein) at any time to perform the Transition Services; provided, however, that Service Provider shall use its commercially reasonable efforts consistent with past practice to limit the disruption to Service Recipient in the transition of the Services to different personnel. Subject to and consistent with Section 2(a)(ii), Service Provider shall have no obligation to retain any individual employee for the sole purpose of providing a particular Transition Service.

(e) In the event Service Recipient or any of it Subsidiaries hires away an employee of Service Provider or its Subsidiaries, and such employee was providing Services to Service Recipient and will not continue to provide such Service, Service Provider shall have the option, in its sole discretion (in addition to any other remedies available to it under the Distribution Agreement or otherwise), upon ten (10) Business Days written notice to Service Recipient to reduce its obligations with respect to such Service (with a proportionate reduction in the applicable Monthly Costs) effective on the date of such employee’s termination of employment with Service Provider. Any provision of Service thereafter pursuant to such a reduction in Service Provider’s obligations shall be deemed to be consistent with Service Provider’s obligations under this Agreement, so long as Service Provider satisfies the other obligations contained in this Section 4 with respect to such Service.

(f) Each Party agrees that it shall take appropriate action by instruction of or agreement with its personnel (including any Third Party Provider) to ensure that all such personnel performing or otherwise involved with Services shall be bound by and comply with all of the terms and conditions of this Agreement.

(g) In the event Service Provider has received a notice of default or breach in the performance of a Service hereunder (including as a result of substantial errors in the performance of such Service), it will use its commercially reasonable efforts to cure such default or breach. In the event Service Provider is unable to cure such default within thirty (30) days from receipt of notice thereof, in addition to the rights available under Section 11, there shall be an adjustment to Monthly Costs to reflect the costs to Service Recipient associated with such default, breach or error, including any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining any Third Party Provider to provide such Service or in providing the such Service itself.

(h) Each Party shall notify the applicable other Party as promptly as practicable after becoming aware of any breach of this Agreement committed by either it or the applicable other Party. Service Provider shall notify Service Recipient of any event that may reasonably be expected to materially impact a Service provided hereunder, which may include a

Termination Notice (as defined in Section 11(b)) provided by the other Party as Service Recipient hereunder or a notice of termination of a Self-Service, issued pursuant and in accordance with, Section 2(a)(v).

(i) In the event of any conflict, as reasonably determined by Service Provider in its sole discretion, between requests for modification or termination of Services made by the two other Parties and each properly delivered hereunder, Service Provider shall determine which request it received first and, subject to the other terms and conditions of this Agreement, make such modifications or terminations pursuant to the request that was first received before making any modifications or terminations pursuant to any requests received afterwards.

5. New Services.

If, after the date hereof and on or prior to March 31, 2012, or, with respect to Services provided in connection with any Transfer that, pursuant to Section 2.6(a) of the Distribution Agreement, is not consummated at or prior to the Effective Time, one hundred (100) days following the actual date of such Transfer (notwithstanding that under Section 2.6(b) of the Distribution Agreement such Transfer may be deemed to have occurred on the Effective Time) the Parties determine that a service required by Service Recipient and provided by Service Provider or one of its Subsidiaries prior to the Distribution Date was inadvertently omitted from the Services Schedules, Service Recipient may request that Service Provider perform such service (“New Service”) in addition to the Services being provided hereunder. Service Provider shall promptly begin performing any New Service consistent with past practice upon a timely written request from Service Recipient (which request may be in the form of email) including (i) a description of the work Service Recipient anticipates being performed by Service Provider in connection with such New Service and (ii) a schedule for commencing and completing such New Service, and Service Provider and Service Recipient shall enter into good faith negotiations to agree to an amendment to the Services Schedules providing for such New Service; provided that if no agreement for an Additional Service Schedule Amendment has been reached in writing in thirty (30) days, such New Service shall be deemed to have a Minimum Service Period expiring on June 30, 2012 and a Termination Date of two years from the Distribution Date, with Monthly Costs as provided for in Section 2(a)(i), calculated as if the amendment to the Services Schedule for such New Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to the foregoing proviso, an “Additional Service Schedule Amendment”). Any New Service shall be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be duly amended by, such Additional Service Schedule Amendment.

6. Intellectual Property; IT Security.

(a) Except as provided in the Services Schedules, the Monthly Costs shall include the allocable portion of any amounts that are required to be paid by Service Provider to any third party licensors of software that is used by Service Provider in connection with the provision of any Services hereunder, including (i) license, right-to-use and royalty fees and (ii) any amounts required to obtain the consent of such licensors to allow Service Provider to provide any of the Services hereunder. Service Recipient agrees to comply and cause its Subsidiaries to comply with the terms of any license or other agreement of Service Provider or

any of its Subsidiaries relating to software that is provided to Service Recipient and is used in connection with the provision of any Services hereunder; provided that in the event that Service Provider enters into new software licenses after the Distribution Date, Service Recipient shall have the prior opportunity to review and confirm its ability to comply therewith, which it shall do in good faith. In the event that Service Recipient provides notice of its inability to comply therewith, Service Provider may at its sole discretion discontinue its provision of any Services under such new software licenses effective after thirty (30) days notice of the same, and Service Recipient shall indemnify Service Provider for any claims by third parties arising out of or in connection with Service Recipient’s noncompliance or violation of such software licenses. Subject to the foregoing, Service Provider shall use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Services hereunder and the Parties shall cooperate to identify any material licenses or consents necessary for such provision and shall use commercially reasonable efforts to minimize the costs associated therewith.

(b) If the receipt or provision of any Service hereunder requires the use by a Party of the Intellectual Property (other than Trademarks) of the other Party, then such Party and its Subsidiaries shall have the non-exclusive, royalty-free, non-sublicensable (except as required for its and its Subsidiaries’ receipt or provision of Services) right and license to use such Intellectual Property for the sole purpose of, and only to the extent necessary for, the receipt or provision of such Services hereunder, pursuant to the terms and conditions of this Agreement. This license does not permit a Party to access, possess, or modify the source code of the other Party or to reverse engineer the software of the other Party. Upon the Termination Date applicable to such Service, or the earlier termination of any Services in accordance with Section 11, the license herein to the applicable Intellectual Property will terminate; and the applicable Service Recipient and/or Service Provider shall cease all use of the Intellectual Property licensed hereunder. Nothing in this Section 6(b) shall be deemed to limit, modify or terminate any License Agreement between the Parties.

(c) Subject to the limited licenses granted in Section 6(b), each Party shall exclusively own any Intellectual Property that it creates, develops or invents in connection with the provision of any Services hereunder.

(d) While using or accessing any computers, systems, software, networks, information technology or related infrastructure or equipment (including any data stored thereon or transmitted thereby) (“Systems”) of the other Party (whether or not a Service), each Party shall and shall cause each of its Subsidiaries to, adhere in all respects to the other Party’s controlled processes, policies and procedures (including any of the foregoing with respect to Confidential Information, data, communications and system privacy, operation, security and proper use) as in effect on the Distribution Date or as communicated to such Party from time to time in writing.

(e) Those employees of Service Recipient and Service Provider (or their respective Affiliates) having access to the other Party’s Systems may be required by Service Provider or Service Recipient, as the case may be, to enter into a customary non-disclosure agreement in connection with, and as a condition to, such access.

7. Records.

Service Provider shall provide to Service Recipient, taking into consideration the financial reporting, internal controls and other public company requirements of Service Recipient, all information and records reasonably required to maintain full and accurate books relating to the provision of Services to the extent any such information and/or records were provided or maintained during the twelve month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution. Upon reasonable notice and reasonable request from the Service Receiver, and at the Service Receiver’s cost, Service Provider shall (a) make available for inspection and copying by Service Receiver’s agents or representatives such information, books and records relating to the Services during reasonable business hours and (b) certify that the controls in effect prior to the Distribution Date continue to be in effect, or if Service Provider is aware of any instances where such controls are not so in effect, in lieu of certification for such instances, provide a list of such instances and descriptions of the change in such controls thereof.

8. Force Majeure; Reduction of Services.

No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) notify the other applicable Parties of the nature and extent of any such Force Majeure condition and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible. Notwithstanding the foregoing, Service Recipient shall be entitled to terminate Services so affected by a Force Majeure upon fifteen (15) day prior written notice in respect of any such delay or failure resulting from any such Force Majeure without any penalty or obligation to pay for Services not performed; provided that, for the avoidance of doubt, Service Recipient shall remain responsible, pursuant to and in accordance Section 2(a)(ii), for its portion of any severance and retention costs for any such Services.

9. TSA Managers; Dispute Resolution.

(a) Each Party shall nominate in writing one representative to act as the primary contact with respect to the provision and receipt of Services (a “TSA Manager”), with the initial TSA Managers as listed on Schedule E. Each Party may, at its discretion, from time to time select another individual to serve in these capacities during the term of this Agreement; provided, however, each Party shall notify the other Party promptly (and in any event within five (5) Business Days) of any change in an individual serving in this capacity, setting forth the name and contact information of the replacement, and stating that such replacement is authorized to act for such Party in accordance with this Section 9(a).

(b) The TSA Managers shall meet as expeditiously as possible to resolve any dispute hereunder, and notwithstanding anything in Article IX (Dispute Resolution) of the Distribution Agreement to the contrary, in the event any dispute is not so resolved within thirty

(30) days, a TSA Manager may provide written notice of such dispute to the Chief Financial Officer of each Party (or such other executive as designated by the Chief Executive Officer of such Party), who shall attempt within a period of fifteen (15) days following the end of such previous thirty (30) day period to conclusively resolve any such issue, and in the event the dispute remains unresolved following such fifteen (15) day period, either Party may submit the dispute to mediation in accordance with Section 9.2 (Mediation)of the Distribution Agreement (provided that, for the avoidance of doubt, the forty-five (45) day waiting period referenced therein shall be inapplicable), and if any dispute remains unresolved after the Mediation Period (as defined in the Distribution Agreement), such dispute shall be determined, at the request of either Party, by arbitration in accordance with Section 9.3 (Arbitration)of the Distribution Agreement and the other applicable provisions of Article IX (Dispute Resolution) of the Distribution Agreement. Each Party may treat an act of any other Party’s TSA Manager or Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of such other Party), in each case that is consistent with the provisions of this Agreement, as being authorized by such other Party to resolve such dispute without inquiring behind such act or ascertaining whether such TSA Manager or Chief Financial Officer (or such other executive as designated by the Chief Executive Officer of such other Party) had authority to so act; provided, however, that none of the TSA Managers or Chief Financial Officer or other executives so designated shall have authority to amend this Agreement, except as otherwise provided pursuant to Section 16.

(c) In the event of any dispute between the Parties regarding a Service, prior to the applicable Termination Date, Service Provider shall not discontinue the supply of any such Service, unless so provided for in a settlement agreement between the Parties or arbitral determination pursuant to and in accordance with Section 9(b) herein and Article IX of the Distribution Agreement or as requested by Service Recipient pursuant to a Termination Notice.

10. Disclaimer; Limited Liability.

(a) Service Recipient acknowledges that Service Provider is not in the business of providing the Services and that the Services being provided pursuant to this Agreement are provided as an accommodation to Service Recipient. Other than in the event of Service Provider’s gross negligence or willful misconduct, Service Provider will not be liable for any error or omission in rendering Services under this Agreement, or for any defect in Services so rendered; provided that if there is a substantial error in any of the Services, Service Provider shall use commercially reasonable efforts to attempt to correct the error, or if Service Provider is unable to so correct such error, to provide an adjustment to the Monthly Cost for such Service in reasonable proportion to that which the error bears to the Service provided for such month, which adjustment may, pursuant to Section 4(g), include any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining a Third Party Provider to provide such Service or in providing such service itself. Other than in the event of Service Recipient’s gross negligence or willful misconduct, and other than for the Monthly Costs, severance and retention costs owed under Section 2(a)(ii) and other amounts expressly owed hereunder, Service Recipient will not be liable for any damages caused in connection with the Services provided under this Agreement.

(b) Service Provider shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Recipient has title that are in the possession or control of Service Provider, its Subsidiaries or a Third Party Provider as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Recipient. Service Recipient shall obtain from its insurance company a waiver of subrogation on behalf of Service Provider and its Subsidiaries effective as of Distribution Date. Service Recipient shall have no responsibility to maintain insurance to cover any loss or damage to goods or equipment to which Service Provider has title that are in the possession or control of Service Recipient or its Subsidiaries as a result of this Agreement and the risk of loss with respect to such goods or equipment shall be solely with Service Provider. Service Provider shall obtain from its insurance company a waiver of subrogation on behalf of Service Recipient and its Subsidiaries effective as of the Distribution Date.

(c) NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTIBILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SERVICE PROVIDER OR ANY OF ITS AFFILIATES WITH RESPECT TO THE PROVISION OF SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES, INCLUDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, SHALL SERVICE PROVIDER BE LIABLE FOR, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, REMITTANCES, COLLECTIONS, INVOICES, PENALITIES, INTEREST OR SPECIAL, INCIDENTIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES CAUSE BY THE PERFORMANCE OF, ANY DELAY IN THE PERFORMING, FAILURE TO PERFORM OR DEFECTS IN THE PERFORMANCE OF, THE SERVICES CONTEMPLATED TO BE PERFORMED BY SERVICE PROVIDER PURSUANT TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term and Service Termination Dates.

(a) This Agreement (other than Sections 9, 10, 11 and 13) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the parties in respect of any claims that have accrued prior to such termination shall survive such termination.

(b) For each Service, the minimum service period (“Minimum Service Period”) during which Service Provider is obligated to provide such Service to Service Recipient is set forth on the Services Schedule. The Parties agree to cooperate if necessary to adjust such Minimum Service Period (and the applicable Termination Date) to end on a date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate any Service prior to its Termination Date by providing to Service Provider written notice of termination, which shall be deemed irrevocable upon delivery (a “Termination Notice”), not less

than (i) thirty (30) days before the date of such earlier termination if the Service is to be terminated on or before December 31, 2011, (ii) sixty (60) days before the date of such earlier termination if the Service is to be terminated after December 31, 2011 but on or before June 30, 2012, (iii) ninety (90) days before the date of such earlier termination if Service is to be terminated after June 30, 2012 but on or before December 31, 2012 and (iv) one hundred and twenty (120) days before the date of such earlier termination if Service is to be terminated on or after January 1, 2013; provided that if the Services Schedule indicates that any Service is dependent on one or more other Services, then each such Service must be terminated together; provided further that any termination may be on a location by location basis if so indicated on the Services Schedules. In the event a Service is terminated prior to the end of its Minimum Service Period pursuant to Service Recipient’s Termination Notice, Service Recipient shall pay a make-whole fee equal to the actual out-of-pocket costs and any additional costs that would have been incurred by Service Provider if such Service had not been terminated (which costs, for the avoidance of doubt, exclude the 2% and 10% increases described in Section 2(a)(i)) between the actual date of termination of the Service and the applicable date on which the Minimum Service Period expires (subject to Service Provider exercising commercially reasonable efforts to mitigate such costs). Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Provider is unable to transition the applicable Service to the Service Recipient or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to transition such Service as soon as possible, and any resulting third party, out-of-pocket costs to Service Recipient shall be shared equally between Service Provider and Service Recipient.

(c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the non-defaulting Party may at any time thereafter terminate, at its option, any such Service that is the subject of such default by giving five (5) days prior written notice; provided that if no such termination notice is given within fifteen (15) days after the end of the thirty (30) day cure period, then the non-defaulting Party waives all rights to terminate such Service with respect to such default; provided further, that such fifteen (15) day period referred to in the immediately foregoing proviso shall be extended if (x) the Parties dispute whether there has been a default hereunder or (y) agree that there has been a default hereunder and have a dispute related to such default, and in either case are attempting to resolve such dispute pursuant to Section 9(b) until ten (10) days after there has been a final determination pursuant to the procedures in Section 9(b).

12. Independent Contractor.

The Parties hereto understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No Party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of any other Party, or to bind any other Party in any manner whatsoever. The Parties expressly acknowledge (i) that Service Provider is an independent contractor with respect to Service Recipient in all respects,

including the provision of the Services, and (ii) that the parties are not partners, joint venturers, employees or agents of or with each other.

13. Confidentiality.

(a) Any Confidential Information of either Party shall be subject to Section 8.6 of the Distribution Agreement. With respect to any information disclosed by one Party to another Party for the purpose of this Agreement or otherwise accessible to such other Party during the performance hereunder (“Confidential Information”), the Party receiving such Confidential Information agrees that it will use the same skill and care as set forth in Section 4(a) to prevent the disclosure or accessibility to others of the disclosing Party’s Confidential Information and will use such Confidential Information only for the purposes of this Agreement, the Distribution Agreement and the Ancillary Agreements. The receiving Party and its employees, representatives and agents (including any Third Party Provider) (collectively, the “Recipient Parties”) shall only disclose and permit access to the other’s Party’s Confidential Information to such Recipient Parties who have a need to know such Confidential Information for the purposes of this Agreement, the Distribution Agreement and the Ancillary Agreements. For Confidential Information provided with respect to any Service, the obligations of the Recipient Parties pursuant to this Section 13 shall expire on the date that is five (5) years from the termination of such Service. Each Party shall provide prompt written notice of any breach of the obligations under this Section 13 by such Party or its Recipient Parties and shall use commercially reasonable efforts to assist the other Party in remedying any such breach.

(b) Specifically excluded from the definition of Confidential Information is any and all information that:

(i) is independently developed by or on behalf of a Recipient Party without use of or reference to Confidential Information;

(ii) is or becomes available to the public, other than as the result of a breach by a Recipient Party of the confidentiality obligations under this Agreement; or

(iii) is rightfully received from a third party not known by the Recipient Party to be bound by an obligation of confidentiality to the disclosing Party.

(c) If the Recipient Party is required to disclose Confidential Information by law, process or regulation, to the extent legally permissible, such Recipient Party shall promptly notify the disclosing Party, reasonably cooperate with the disclosing Party to the extent it may seek to limit such disclosure and, insofar as a protective order or waiver from the disclosing Party is not obtained, only disclose such Confidential Information as is required to be disclosed.

(d) In connection with any permitted disclosure of this Agreement to any third party, each Party shall redact the portions of the Services Schedules that are not relevant to such third party’s inquiry.

(e) It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Section 13 and that each Party shall be entitled to seek

equitable relief, including injunction and specific performance, as remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach, but shall be in addition to all other remedies herein described available at law or equity.

14. Beneficiary of Services; No Third Party Beneficiaries.

This Agreement is for the sole benefit of the Parties hereto, and nothing expressed or implied shall give or be construed to give any person any legal or equitable rights hereunder, whether as a third-party beneficiary or otherwise. Each Party agrees, and each Party in its capacity as a Service Recipient represents and warrants, that the Services shall be provided solely to, and shall be used solely by, Service Recipient and its Subsidiaries. Service Recipient shall not resell or provide the Services to any other Person, or permit the use of the Services by any Person other than Service Recipient and its Subsidiaries.

15. Entire Agreement.

This Agreement, together with the Distribution Agreement and the other Ancillary Agreements, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement or any other Ancillary Agreement, the Parties agree that this Agreement shall govern. The Parties agree that, in the event of an express conflict between the terms of this Agreement and a Services Schedule, the terms of the Services Schedule shall govern.

16. Amendment; Waiver.

This Agreement and the Services Schedules may be amended, and any provision of this Agreement may be waived, if but only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is effective. No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

17. Notices.

All notices, requests and other communications to any Party hereunder shall be in writing (including telecopy or similar writing) and shall be given as follows:

if to ITT or to any of its Affiliates:

ITT Corporation
1133 Westchester Avenue
Suite 3000
White Plains, NY 10604

Attn: General Counsel
Facsimile: (914) 696-2970

if to Exelis or to any of its Affiliates:

Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attn: Chief Legal Officer
Facsimile:

if to Xylem or to any of its Affiliates:

Xylem Inc.
1133 Westchester Avenue
Suite 2000
White Plains, NY 10604
Attn: General Counsel
Facsimile:

or to such other address or telecopy number and with such other copies, as such Party may hereafter specify for the purpose of notice to the other parties. Each such notice, request or other communication shall be effective (i) if given by fax, when such fax is transmitted to the fax number specified in this Section 17 and evidence of receipt is received or (ii) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 17.

18. Non-Assignability.

Neither this Agreement nor any of the rights, interests or obligations of either Party hereunder may be assigned or transferred by any such Party without the prior written consent of the other Party (not to be unreasonably withheld, delayed or conditioned), and any purported assignment, without such prior written consent shall be null and void; provided a Party may assign or transfer all its rights hereunder without such consent to an acquirer in connection with a sale of all or substantially all of its assets or other similar change in control of such Party.

19. Further Assurances.

From time to time after the date hereof, without further consideration, each Party shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably proper or advisable under applicable Law, and execute and deliver such documents as may be required or appropriate to carry out the provisions of this Agreement and to consummate, perform and make effective the transition contemplated hereby.

20. Definitions and Rules of Construction.

(a) Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement or in the Distribution Agreement.

(b) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

(c) Whenever the words “include”, “including”, or “includes” appear in this Agreement, they shall be read to be followed by the words “without limitation” or words having similar import.

(d) As used in this Agreement, the plural shall include the singular and the singular shall include the plural.

21. Counterparts; Effectiveness.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Copies of executed counterparts transmitted by telecopy, telefax or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 21, provided that receipt of copies of such counterparts is confirmed. This Agreement shall become effective when each Party has received a counterpart hereof signed by the other Party hereto.

22. Section Headings.

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

23. Severability.

If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect, and the Parties shall negotiate in good faith to replace such illegal, void or unenforceable provision with a provision that corresponds as closely as possible to the intentions of the parties as expressed by such illegal, void, or unenforceable provision.

24. Governing Law.

This Agreement shall be governed by and construed in accordance with the Laws, but not the Laws governing conflicts of Laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), of the State of New York.

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


	ITT CORPORATION
	By:
		Name:
		Title:


	EXELIS INC.
	By:
		Name:
		Title:


	XYLEM INC.
	By:
		Name:
		Title:

Schedule AB1
eBuyITT INVOICE PROCESSING
SERVICES

Capitalized terms used herein and not otherwise defined shall have the meaning assign such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, expect where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform eBuyITT Invoice Processing Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, the Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide eBuyITT Invoice Processing Services:

• eBuyITT Invoice Review — The Service Provider will receive designated invoice submissions from the Service Receiver’s eBuyITT enabled Suppliers (via EDI transaction or manual entry) and prep invoices and feed the submitted invoices to Perfect Commerce. The Service Provider will use the daily invoice feeds from Perfect Commerce to prep invoices for financial back office operations.

4,174 Hard Copy
Invoices Annually*
/ 16,501 Invoices
Annually

• eBuyITT Exception Handling and Resolution — The Service Provider will reconcile and re-validate invoices flagged with validation errors. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution.

1,300 Transactions
Annually

• Invoice Recording & Payment Processing — Service Provider will send the balanced invoices to an internal business unit within the Service Provider, on a daily basis, for additional Accounts Payable recording and payment processing for the Service Receiver.

4,174 Hard Copy
Invoices Annually*
/ 16,501 Invoices
Annually

SS-eBuyITT—01

eBuyITT Invoice
Processing Services

• Vendor File Maintenance — The Service Provider will receive vendor master data for new vendor setup from an internal business unit to perform Vendor File Maintenance.

As Needed Basis

Cost plus 2% - 10%

• Tax Exempt Certificate File Maintenance — The Service Provider will receive Service Receiver Supplier’s tax exempt vendor certificates from an internal business unit to maintain tax exempt master file.

4,174 Hard Copy
Invoices Annually*
/ 16,501 Invoices
Annually

• Cost Distribution Services — Service Provider will use validated invoices as documented above to provide Service Receiver a cost distribution file transmitted via FTP and/or email, or transmitted to an internal business unit data and centralized tax services via the current Purchase to pay distribution process to all Service Receiver’s business units that are currently on Purchase to Pay. The Service Provider will provide cost distribution and taxability indicators, per agreed frequency to the Service Receiver’s business units that are not currently supported by the Shared Services Accounts Payable (P2P) process).

As Needed Basis

• eBuyITT Aged-Invoice Workflow Notification — Service Provider will perform routine communication of aged open invoices requiring Service Receiver triage and action.

As Needed Basis


*		Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section.

Service Volumes Greater or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 10% (such activity, including any such 10% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes (e.g., Benefits provider change) are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver

SS-eBuyITT-02	eBuyITT Invoice Processing Services Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and current state functional data mapping	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

SS-eBuyITT-03	eBuyITT Invoice Processing Services Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to eBuyITT services	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to eBuyITT Invoice Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Where notice is required a number of business days prior to some required action by Service Provider, notice must be received by 12 noon Eastern Time to be counted as received during such business day. Service Provider shall, within a commercially reasonable period, provide a price quote to be commercially reasonable based on the current cost of the Services to Service Receiver taking into account, such items as the specific time the request was made, service delivery volumes, exit planning activities, and other activities Service Provider is currently engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Palm Coast, FL USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).

	•		If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE AB2

P-CARD TRANSACTION PROCESSING

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform P-Card Transaction Processing Services for Service Receiver.

Service Receiver and its Subsidiaries will utilize the Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide P-Card Transaction Processing Services:

• P-Card Invoice Review — The Service Provider will receive a notification and data file from US Bank once monthly containing transaction details and Company information for Service Receiver’s P-Card holders. In addition, the Service Provider will receive from an internal business unit an authorization to proceed with the P-Card File download. The Service Provider will review the file, format data for financial processing, and validate invoices for completeness and accuracy. The Service Provider will flag invoices with validation errors. The Service Provider will use booked AP invoices to generate proprietary data files to be sent via email to Service Receiver’s Treasury Department for payment settlement.

125 Transactions
Annually

SS-PCard
Processing-01

P-Card Transaction
Processing Services

• P-Card Exception Handling and Resolution — The Service Provider will reconcile and re-validate invoices flagged with validation errors. Once the invoice is validated, the Service Provider will process it as stated above. Mismatched invoices will not be paid without resolution. For processing credits, the Service Provider will insure that management accounts have monthly debit balances prior to transmission to Service Receiver’s Treasury Department. If a management account is received as a zero or credit balance, the Service Provider will remove credit transactions from being processed in ascending order until the management account reflects a debit balance. The Service Provider will communicate the removed credits to the internal business unit for resolution.

40 Transactions
Annually

Cost plus 2% - 10%

• P-Card Cost Distribution — The Service Provider will use validated invoices as documented above to provide Service Receiver a Cost Distribution file transmitted via File Transfer Protocol (FTP) and/or email.

15 Transactions per Month

• P-Card File Maintenance — The Service Provider will perform file maintenance based on internal business unit approval for new and/or changes to P-Card holders. Only valid, internal business unit-approved cardholder transactions are processed. Three (3) business days prior notice is required to maintain P-Card file.

As Needed Basis

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

SS-PCard Processing-02	P-Card Transaction Processing Migration	• Support of data extraction requests from the Service Receiver	Time and Materials Based on Additional Pricing Section
		• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and functional data mapping

		Service Provider will provide the following knowledge transfer services:

SS-PCard Processing-03	P-Card Transaction Processing Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to P-Card Transaction Processing services	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to P-Card Transaction Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect.

	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect.

	•		Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE AB3
TELECOM INVOICE PROCESSING
SERVICES (TAPS)

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Telecom Invoice Processing Services (TAPS), for Long Distance Voice and Data Circuitry, for Service Receiver.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below (collectively, the “Services”).

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide Telecom Invoice Processing (TAPS) Services:

• TAPS supplier statements — The Service Provider will receive Service Receiver’s current Primary Telecom Service Supplier statements monthly. The statements are transmitted via EDI, or entered manually via paper statements, to the Service Provider. To produce balanced TAPS statements, the Service Provider will perform various validation and duplication protection routines with criteria including Master Control Number, Account number, and AT&T Statement numbers. Only total current charges are recognized in the TAPS system for processing each month.

2,100 Transactions
Annually

SS-TAPS-01

Telecom Invoice
Processing Services
(TAPS)

• TAPS Exception Handling and Resolution - Service Provider will reconcile accounts that failed validation. The Service Provider will make commercially reasonable efforts to gain resolution from the Service Receiver, to produce resolved accounts that are ready for financial processing. Accounts that fail validation are not paid without resolution.

60
Transactions
Annually

Cost plus 2% - 10%

• Invoice Recording & Payment Processing — Service Provider will send the balanced invoices to an internal business unit within the Service Provider, on a monthly basis, for additional Accounts Payable recording and payment processing for the Service Receiver.

2,100 Transactions
Annually

• TAPS Cost Distribution — The Service Provider will transmit to the Service Receiver a Cost Distribution file from the processed validated Statements, Service Provider will transmit this file via FTP and/or email to the Service Receiver.

15
Transactions per
Month

• TAPS Customer File Maintenance — The Service Provider will perform Customer File Maintenance after receiving a Change Request from the Service Receiver. Only valid, ITT Customer accounts and Statements are processed. Three (3) business days prior notice are required to maintain the Customer file.

30
Transactions
Annually

Service Volumes Greater or Less Than Observed Pre-Distribution


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented in this agreement

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name		Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

SS-TAPS-02	Telecom Invoice Processing (TAPS) Migration		• Support of data extraction requests from the Service Receiver

			• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes and functional data mapping	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

SS-TAPS-03	Telcom Invoice Processing (TAPS) Knowledge Transfer		• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Telecom Invoice Processing (TAPS) services	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Telecom Invoice Processing Services (TAPS) by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations and select EU and Asia locations.

PREREQUISITES/DEPENDENCIES

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

•		If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•		Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies.

•		Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor.

•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

rerquired, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE AB4
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM

Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact	Mgr, Benefits Planning and Administration		Deb.macchia@itt.com
ITT Corporation Deborah Macchia
			Lisa.munoz@itt.com
Lisa Munoz	Benefits Analyst


Thomas Hickey	Manager, Benefits Financial Reporting	[ ]	Thomas.hickey@itt.com

Service Recipient’s Contact
Xylem Inc.
	Director, Global Benefits
Keith Dick			Keith.dick@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation — White Plains, NY
Service Recipient: Xylem Inc. — White Plains, NY

TERM

Services provided hereunder shall terminate December 31, 2013; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined herein) and incurred on or before December 31, 2011.

GENERAL SERVICE DESCRIPTION

Service Provider currently provides active medical, pharmacy(Rx) and dental administration for coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA) (Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active, Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (PLAN NUMBER 502 EIN 13-5158950) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms (collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of Service Provider.

All medical, dental, pharmacy and FSA claims of Service Recipient’s Covered Employees made under the Plans (the “Claims”) will be paid by the Vendors on behalf of the Service Provider. Service Recipient will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipient will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1^st) calendar day of the month, commencing on the day after the Distribution Date. Service Recipient will prepare and deliver to Service Provider a monthly self bill containing cost breakdown by business unit and plan tier as set forth on Attachment A, within five (5) Business Days after the beginning of each calendar month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

Service Provider will retain responsibility for executing funding of Claim payments and eligibility management with Vendors through December 31, 2013.

Service Provider will conduct a Headcount True-Up (as defined below) of the monthly premiums and establish an Incurred But Not Reported (“IBNR”) claims reserve for Claims incurred prior to December 31, 2011 date, but paid after that date, and conduct a reconciliation of such reserve. See “Headcount True-Up” and “IBNR Reconciliation” sections under Additional Pricing for details.

SCOPE OF SERVICES

Upon the terms and subject to the conditions of this Services Schedule and the Agreement, Service Provider shall provide to Service Recipient the services identified below or described above (collectively, the “Services”).

	•		Monthly Premium billing.

	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).

	•		See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims.

	•		Claims processing

	•		All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date.

	•		The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider.

	•		Service Provider will pay all Claims incurred during the 2011 Plan Year.

•

Eligibility

	•		All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface.

	•		The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012.

	•		Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing.

	•		All file transmissions to Vendors will be handled by the Exelis Inc. Fort Wayne Shared Service team under the HR/Payroll/Benefits Transition Services Agreement.

	•		All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged.

	•		COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Appendix B.

•

Claims payment

	•		All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider.

	•		Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider.

	•		Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date.

	•		Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan.

	•		MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year.

PREREQUISITES/DEPENDENCIES

Service Recipient Responsibilities

	•		Service Recipient will provide accurate and timely employee enrollments via Infinium.

	•		Service Recipient will research eligibility issues as needed.

	•		In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred.

	•		Local Human Resources/Benefits departments will support Covered Employees.

BILLING LOCATION

Service Recipient will provide Service Provider a self billed invoice and payment to their address set forth below. The bill will cover all charges for Services under this Schedule provided by Service Provider. The invoice will contain the number of enrolled employees per tier per coverage, as set forth in Schedule A. A detailed list of Covered Employees will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider in the twelve (12) month period prior to the Distribution Date are contained in the fee structure set forth below. The Service Provider and Service Recipient agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider will provide the same service level to the Service Recipient as it provides to its Covered Employees.

NOTICE REQUIREMENTS

ITT Corporation
1133 Westchester Avenue, Suite 3000
White Plains, NY 10604
Attn: Deborah Macchia

Xylem Inc.
1133 Westchester Avenue, Suite 2000
White Plains, NY 10604
Attn: Keith Dick

Termination notices are not required. Service Provider will pay Claims incurred during the 2011 Plan Year, during the period from November 1, 2011 through December 31, 2013 with no further premium billed to the Service Recipient. Pursuant to the terms of the Plans there is a twenty-four (24) month Claim filing limit.

PRICING

In addition to the costs specifically set forth below, Service Recipient shall also pay all routine business travel expenses relating to such Services. The below table contains the monthly premium rates the Service Provider shall charge. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the

beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. Each business unit has been banded 1 through 5. Depending on the assigned band the appropriate budget amount is charged to that business unit. The amounts in the table are per employee per month, by plan and coverage tier. See “General Service Description” for further detail on payment and billing for the monthly premium payments.

Medical and Pharmacy Premium

Basic

Employee

Rating Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

Enhanced

Employee

Rating Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

EPO

Employee

Rating Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

HDHP

Employee

Rating Band

Only

+ 1

Family

Band 1

Band 2

Band 3

Band 4

Band 5

Dental Premium


MetLife Dental
EE	EE+1	Family
	$	$

Add FSA pricing

Additional Pricing

Hourly Rates

Hourly Rates for Services not specified or normally provided by Service Provider in the twelve (12) month period prior to the Distribute Date but otherwise provided by Service Provider employees (including but not limited to modification, consulting, exit strategy development, transition, etc.) are documented below. The employee category is defined by Service Provider. The rates documented below apply to Service Provider employees only, should external resources be required, the costs for those external resources will be reviewed with the Service Recipient prior to execution of the project.

Notwithstanding anything in the Agreement to the contrary, the following rates shall not be subject to (a) the 4.5% increase for inflation in 2012 described in Section 2(a)(3) (but such rates shall be subject to such increase in 2013) or (b) the 2% or 10% increases described in the proviso to Section 2(a)(i) of the Agreement.


General Category of Employee	Hourly Rate
1. Secretarial/Administrative	$	50.00
2. Non-Executive	$	100.00
3. Executive	$	150.00

Headcount True-Up

Service Provider shall conduct a “headcount” true-up by March 31, 2012 (the “Headcount True-Up”), based on actual enrollment during the period beginning on the day after the Distribution Date and ending on December 31, 2011. The Headcount True-Up will be based on reviewing the actual monthly Infinium enrollment by Plan and coverage tier, by unit, but, for the avoidance of doubt, no true-up of actual Claims will be conducted. The Service Provider shall promptly provide the results of the Headcount True-Up to Service Recipient together with any supporting

data reasonably requested by Service Recipient. Within ten (10) Business Days after the parties reach agreement on the amount of the Headcount True-Up, the appropriate party shall pay to the other the amount so due.

IBNR Reconciliation

•

Reconciliation for Incurred But Not Reported (“IBNR”) Claims

	•		The premiums collected from Service Recipient hereunder will be credited to Service Provider’s active medical ledger.

	•		The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures:

	•		This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012.

	•		Service Provider and Service Recipient will engage Towers Watson, or such other person as the parties may agree to engage (the “Calculation Agent”), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient.

	•		The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012.

	•		If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipient’s number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the “Proportionate Amount”)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.

	•		If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement,

necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.

Attachment A

(Monthly self bill example)


Unit	Value Center	Grand Total
FTC-HQ	HQ
Motion and Flow Controls HQ	HQ
ITT Heat Transfer	RCW
ITT Bell & Gossett Division	RCW
Rule Industries	Flow Controls
Sanitaire (WPCC)	WWW
AC Custom Pump	IP
Flo-Jet	Flow Controls
Sanitaire — Royce	WWW
Sanitaire WET	RCW
Flowtronex	RCW
RCW	RCW
ITT Water Technology, Inc.	RCW
Texas Turbine Operations-Lubbock	RCW
Flygt Florida	WWW
Leopold Salary	WWW
WEDECO	WWW
ITT Flygt Corp.	WWW
Flygt-Indiana	WWW
Laing	RCW
Nova Analytics	ITT Analytics
Global Water Instruments	ITT Analytics
Bellingham and Stanley	ITT Analytics
Aanderaa Data Instruments	ITT Analytics

Attachment B

May 20, 2011

Ms. Deb Macchia
Manager, Benefits Planning and Communication
ITT Corporation
1133 Westchester Avenue
White Plains, NY 10604


RE:		Trivestiture of ITT Corporation

Dear Ms. Macchia:

As you know, SHPS Human Resource Solutions, Inc. (“Company”) currently provides ITT Corporation (“Client”) spending account administration (“SAM”) and COBRA services (collectively “Services”) pursuant to a Service Agreement dated January 1, 2008 (“the Service Agreement”). This letter acknowledges the intent of Client to separate into three different entities; namely, Defense Co. (“Defense”), ITT Co. (“ITT”) and Water Co. (“Water”). As part of this restructuring, you have requested we perform certain implementation services in order to set up ITT and Water as separate entities. It is the intent of the parties that Defense will assume the Service Agreement and that ITT and Water will enter into a transition services agreement with Defense through December 31, 2011. Existing services provided by the Company to Defense, ITT and Water will continue through December 31, 2011. Effective January 1, 2012, ITT and Water will enter into separate agreements with the Company. The Company agrees to (i) continue performing ongoing Service and (ii) provide implementation services, pursuant to terms and conditions of the Service Agreement and the following:


1. Services		Beginning on or about June 1, 2011, Company will begin implementation services to setup ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date.

2. Termination Fee		Company agrees to defer implementation Fees in an amount of $ . Of this amount, $ shall be with respect to ITT ($ for COBRA and $ for FSA, respectively) and $ shall be with respect to Water ($ for COBRA and $ for FSA, respectively) (the “Deferred Implementation Fees”) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement.

If the foregoing correctly sets forth the understanding of the parties, please acknowledge your acceptance of this Agreement by signing both copies of this letter at the place provided below and return one to my attention.

SCHEDULE AB5

XYLEM RETIREE MEDICAL AND
FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

ITT Corporation Conrad Arnold	Director Human Resources		Conrad.arnold@itt.com

Service Recipient’s Contact Xylem Inc. Dawn DeRue	Human Resources Mgr.		Dawn.derue@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation– Seneca Falls, NY (IP)
Service Recipient: Xylem Inc. — Auburn, NY and ITT Water Technologies, Inc. — Seneca
Falls, NY (Financial Shared Services)) (collectively, “Service Recipients”)

TERM

Services provided hereunder shall terminate June 30, 2012; provided that for the avoidance of doubt the coverages provided hereunder and described below only apply to Claims (as defined herein) made by Service Recipient’s Covered Employees (as defined herein) and incurred on or before December 31, 2011.

GENERAL SERVICE DESCRIPTION

Service Provider currently provides administration for the Financial Shared Services active medical through Excellus Blue Cross\Blue Shield BluePoint2 E Plan, Group , dept. 0007 and active Dental through Excellus Dental plan, Group dept. 0007 and Retiree medical (pre 65 MVP), Group (collectively, the “Benefit Plans”) for Service Recipients’ employees covered under such Benefit Plans (such employees, the “Covered Employees”). Service Provider shall keep the Benefit Plans and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. Each Service Recipient may add or remove Covered Employees to or from coverage under the Benefit Plans as outlined under the terms of the Benefit Plans. All claims of Service Recipient’s Covered Employees made under the Benefit Plans (the “Claims”) and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipients’ Covered Employees as if such employees are employees of Service Provider.

All Claims of Service Recipients’ Covered Employees made under the Benefit Plans will be paid on behalf of the Service Provider.

Service Recipients will pay Service Provider for coverage based on 2011 budget premium rates previously set for the calendar year 2011 and described in the “Pricing” section below. Service Recipients will pay Service Provider monthly premium payments for this service, for any full or partial months, based on actual enrollment for the months covered post-spin using enrollments as of the first (1^st) calendar day of the month, commencing on the day after the Distribution Date.

The Service Recipients will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s employees covered, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request.

SCOPE OF SERVICES

	•		Monthly premium billing.

	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).

See General Service Description for a description of payments and billing hereunder

The following services listed below will be provided by “experts”, who are employees of Service Provider, (the “Experts”) with the following persons the initial Experts: Cindy Jansen, Porzia Quinn and Conrad Arnold.

•

Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date.

	•		Answer any questions pertaining to medical coverage.

	•		Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc.

	•		Add employees/dependents to the Medical coverage as needed.

	•		Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees.

•

Should the Service Recipient need services not provided during the twelve (12) months prior to the Distribution Date, the parties will negotiate in good faith to determine any additional cost involved in the services

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Recipients acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the initially named Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager (or such other person as has the skill and knowledge to so provide such Services) will, at the request of the Service Recipients, provide such Service as described herein.

The Service Recipients’ human resources department shall cooperate with the Service Provider, including the Experts, in order for the Service Provider and Experts to provide such Service under this Schedule.

BILLING LOCATION

Service Provider will provide ITT Water Technologies, Inc. and Xylem, Inc. FSS each with separate invoices to their address set forth below. The bill will cover all charges for services under this Schedule provided by Service Provider to both Service Recipients and, to the extent reasonably feasible, will be itemized between the two Service Recipients. The invoice will contain the number of Covered Employees per tier per coverage. A detailed list of Covered Employees and dependents covered will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider in the twelve (12) month period prior to the Distribution Date are contained in the fee structure

set forth below. The Service Provider and Service Recipients agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider, including the Experts, will provide the same service level to the Service Recipients as it provides to its own Covered Employees.

NOTICE REQUIREMENTS

ITT Corporation
240 Falls Street
Seneca Falls, NY 13148

Xylem Inc.
1 Goulds Drive
Auburn, NY 13021

ITT Water Technologies, Inc
1 Goulds Drive
Auburn, NY 13021

PRICING

In addition to the costs specifically set forth below, Service Recipients shall also pay all routine business travel expenses relating to the Services. The Service Recipients shall pay the Service Provider based on the number of Covered Employees as of the first (1st) calendar day of the month. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. See “General Service Description” for further detail on payment and billing for the monthly premium payments. The below table are the rates the Service Provider shall charge.


Coverage		Employee
(Invoicing for medical/dental premiums Only as noted below):
BluePoint POS (FSS) Active
	Employee	$
	Employee + 1	$
	Employee + Child(ren)	$
	Family	$
Dental (FSS) Active
	Employee	$
	Employee + 1	$
	Family	$
MVP (Retirees Pre 65)
	Employee	$
	Employee + 1	$
	Family	$

Additional Pricing


General Category of Employee	Hourly Rate
1. Secretarial/Administrative	$	50.00
2. Non-Executive	$	100.00
3. Executive	$	150.00

SCHEDULE AB6
EPICOR 9 AND MFG PRO

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Epicor 9 and MFG Pro Application Support Services for the Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens and documents that support Service Provider’s business and business processes in the twelve months prior to the Distribution Date.

SCOPE OF SERVICES

Minimum

Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide Epicor 9 Application support required to support Enterprise Resource Planning (ERP) services:

• Access to Epicor 9 Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider after receiving an emailed Access Request Form from the Service Receiver, will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, production Interfaces, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration. The lead-time required for these activities is one day.

Three Requests per Month

IT-Epicor 9-01

Epicor 9
Application
Support
Services

• Epicor 9 Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

Cost plus
2% - 10%

• The Service Provider after receiving an emailed Epicor 9 Modification Request Form from the Service Receiver, will create or modify for the Service Receiver Crystal Reports, Business Process Management (BPM) procedures, Business Activity Queries (BAQ), Dashboard, User Defined fields, and or propose and create an alternate solution as necessary. A lead-time of 4 days is required for these Program Change Requests.

40 Hours per Month

• The Service Provider after receiving an emailed request will provide training and consulting on process and Epicor 9 modules, to the Service Receivers users, as needed and requested.

Two sessions per year, for 8 hours per session

Minimum

Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

• Epicor 9 Application Database Support — Service Provider on receipt of an emailed Service Request Form, will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and maintain, and provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, backup, restore, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

Daily Backups are performed

One Restore per week

• The Service Provider, after receiving an emailed Service Request Form from the Service Receiver, will create or modify the following: Progress SQL database interfaces, Electronic Invoice process, SQL Reporting, and Application tuning. The lead-time for these services will be three weeks.

2 Service Requests per Month

• Access to SICAF Electronic Invoicing for Epicor 9 Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider after receiving an emailed Access Request Form from the Service Receiver, will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays.

2 Service Requests per Month

• SICAF Electronic Invoicing Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system. The Service Provider will utilize the SICAF Vendor for all activities to develop solutions and approach to address break in application. The SICAF Vendor will implement fixes to resolve break in application.

Minimum

Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide MFG Pro Application support required to support Enterprise Resource Planning (ERP) services:

• Access to MFG Pro Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider after receiving an emailed Access Request Form from the Service Receiver, will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, production Interfaces, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration. The lead-time required for these activities is one day.

One Request per Month

IT-MFG Pro-01

MFG Pro
Application
Support
Services

• MFG Pro Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

• MFG Pro Application Database Support — Service Provider on receipt of an emailed Service Request Form, will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and maintain, and provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, backup, restore, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

Daily Backups are performed

One Restore per Month

Note: The costs incurred by the Service Provider from a 3^rd Party necessary to troubleshoot, maintain or resolve failures in the systems environment for Epicor 9 will be allocated evenly between the Service Provider and Service Receiver as an additional charge. All of the costs incurred by the Service Provider from a 3^rd Party necessary to troubleshoot, maintain or resolve failures in the systems environment for MFG Pro will be passed on to the Service Receiver as an additional charge.

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

IT-Epicor 9-03	Epicor 9 and MFG Pro Application Migration	• Support of data extraction requests from the Service Receiver	Time and Materials Based on Additional Pricing Section

		• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details

		Service Provider will provide the following knowledge transfer services:

IT-Epicor 9-04	Epicor 9 and MFG Pro Application Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Epicor 9 and MFG Pro Application and related interfaces	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Epicor 9 and MFG Pro by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Tizayuca, Mexico, to sites in Queteretaro and Mexico City, Mexico.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain the applications and interfaces documented in Attachment A.

•		Service Receiver will maintain the current data delivery methodologies (e.g., FTP drop site/email) ensuring they are accessible and reachable to the Service Provider for the period of this TSA.

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

•		Service Provider must keep the TSA Gateway active and accessible to the Service Receiver as needed for the period of this TSA.

•		If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

Support for Epicor 9 and MFG Pro will be provided Monday through Friday, 8:30am to 5:30pm Mexico time. For emergencies Epicor 9 and MFG Pro support staff is available by contacting Manuel Moreno, via his mobile phone.

All incidents will be handled and responded to as they have been during the 12 months prior to the Distribution Date. In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low	Medium	High
USA	$75	$100	$125
Greece	$35	$46	$58
Mexico	$19	$25	$31
Sweden	$75	$100	$125

ATTACHMENT A


Interface Name	Business Purpose	Source System	Destination System
	Service Provider’s Epicor 9 application will create 2 flat files, one containing Sales Order header and one with Sales Order detail information.

Sales Orders	This interface is executed from a daily Batch schedule, and runs at 3am Daily.	Epicor 9	Service Receiver

	The flat files are transmitted with FTP to a Service Receiver’s FTP site.

	Service Provider’s Epicor 9 application will generate 2 flat files, one containing Invoice header and one with Invoice detail information.

Invoicing	This interface is executed from a daily Batch schedule, and runs at 3am Daily.	Epicor 9	Service Receiver

	The flat files are transmitted with FTP to a Service Receiver’s FTP site.

Schedule AB7

ePrism

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform ePrism Application Support Services for the Service Receiver.

SCOPE OF SERVICES


				Minimum Service
			BAU Transaction	Period
Service #	Service Name	Description of Service	Volume	(in mo.)	Service Charge
		Provide ePrism Application support services required to support Integrated Sales and Manufacturing, including a WEB based Sales and Manufacturing configuration capability set of services:

		• ePrism Knowledge Engineering — Service Provider, after receiving a service request from the Service Receiver, will update the appropriate information within ePrism.

		• ePrism Data and Curve Management — Service Provider, after receiving a service request, validated data, and specifications will maintain the information within ePrism.	350 Knowledge Engineer Hours per Month

IT-ePrism-01	ePrism Application Support Services	• ePrism Application Support & Maintenance — Service Provider will provide System Administration services to the Service Receiver’s ePrism application. Service Provider will provide Break/Fix support and monitor incident resolution requests, and recommend and implement incident resolution per the Service Level Agreement (SLA) outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.		24*	“Cost plus 2% - 10%”

		The Service Provider will only provide modifications to the Service Receiver’s ePrism code in the following situations for the redesign and modification of existing products, as listed in Attachment A.	305 Programmer Hours per Month

		• The Service Provider will perform code changes to the Service Receiver’s ePrism code stream if the Service Provider determines it is appropriate and necessary to address with Product Specific Requests that have been approved by the Joint ePrism Committee.

		The Service Provider will deliver these changes to the Service Receiver in a Quarterly release cycle.


*		Beyond the minimum service period this agreement can be extended for another 12 months on a month-to-month basis

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

IT-ePrism-02	ePrism Application Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details	Time and Materials Based on Additional Pricing Section

IT-ePrism-03	ePrism Application Data Migration	Service Provider will provide data and rule extraction services in a common understandable format to assist the Service Receiver to migrate from the ePrism application.	No Charge

Supplemental Services

For requests for supplemental services relating to ePrism by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Athens, Greece to global locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain applications and interfaces required for the services documented in this agreement.

•		If Service Receiver sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•		Service Receiver must provide access to secure VPN for the Service Provider’s staff, required at all times, for the period of this TSA.

•		Service Receiver must implement the necessary hardware and have the appropriate support personnel in place.

•		Service Provider must complete the in-process ePrism enhancements and projects as specified in Attachment B, prior to the Distribution Date, or as determined by the Joint ePrism Committee.

•		Service Receiver, on termination of this TSA, must and will remove all versions of the ePrism executable code from the Service Receiver’s environment, located on online or offline storage. Service Receiver will provide appropriate notification upon removal completion to Service Provider.

•		Service Provider, on termination of this TSA, must and will remove all versions and copies of the Service Receiver’s versions of the ePrism executable code, data and rule information, located online or offline storage. Service Provider will provide appropriate notification upon removal completion to the Service Receiver.

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The Service Provider will provide support to the Service Receiver, 12 hours per day, 8:30 am to 8:30 pm Greece time, Monday through Friday except on Greek and U.S. holidays as appropriate.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A

List of Existing Products/Models to be supported:

Building Services

Waste Water Products

Water Supply

Vertical Turbine Products

All Vertical Turbine Products for Water and Industrial Applications

ATTACHMENT B

This is the list of ePrism Enhancements and Projects that will be completed by October 3, 2011, unless specifically noted otherwise. The actual release schedule for these enhancements will be determined by the joint ePrism steering committee:

SCHEDULE AB8
ERP-LX & TANGO APPLICATION
INDIA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform ERP-LX & Tango Application Support Services for Baroda, India and Hong Kong for Service Receiver.

Service Receiver and its Subsidiaries will utilize Service Provider’s resources based on the functionality, processes, input and output screens, and documents that support the Service Provider’s business and business processes in the twelve months prior to the Distribution date.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide hosting and ongoing application support for ERP-LX and Tango (Sarbanes-Oxley Auditing) for Baroda, India and the Hong Kong Trading Company:

• Access to ERP-LX &Tango Applications — Service Provider will provide access to the application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes; and monitor and maintain application administration.

IT-ERP- LX & Tango
India -01

ERP-LX & Tango
Application Support
Services

• ERP-LX &Tango Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

38 ERP-LX named
users

Cost plus 2% – 10%

• ERP-LX & Tango Database Support — Service Provider will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, backup, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

• ERP-LX & Tango Hosting Services — Service Provider will provide hosting for ERP-LX environment from Seneca Falls Data Center (SFDC).

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver

IT-ERP- LX & Tango India -02	ERP-LX & Tango Application Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

IT-ERP- LX & Tango India -03	ERP-LX & Tango Application Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the ERP-LX and Tango applications and related interfaces	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to ERP-LX & Tango Applications by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA to Baroda, India and Hong Kong.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A.

	•		If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver must have eLogia System active and maintained for the duration this agreement is in effect.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment B. In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A

Interface Name

Program Name

Business Purpose

Owner

Source

Destination

Frequency

eLogia

ORDZ761C

Perform product
configuration

Water Co.

Wintel Emmaboda

iSeries Emmaboda

Continuous

ePrism

ORD789

Perform product
configuration

ITT Co.

Wintel ITT Co.

iSeries Emmaboda

Continuous

Supplier Portal

PUR500

Issue Purchase
Orders via a Portal

Water Co.

Wintel Emmaboda

iSeries Emmaboda

Continuous

Supplier Portal

PUR500

Issue Purchase
Orders via a Portal

Water Co.

iSeries Emmaboda

Wintel Emmaboda

Continuous

ATTACHMENT B

Production Support Break Fix Service Level Agreement

A Remedy help desk request must be entered for each incident. For Urgent incidents, a phone call may also be initiated directly to the Service Provider’s Support Team. The primary support number for North America is +1-219-405-9459 (available 24 hours/day) and the secondary support number is + (available 8:00 AM — 5:00 PM Eastern Time, Monday through Friday). All support calls will be returned within 15 minutes.


Severity	Description	Resolution
Urgent	Service Receiver is unable to enter orders or ship product. No work around is available for the issue.	Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents.

High	Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted.	Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents.

Medium	Service Receiver is able to function normally with minor impact from problem.	Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents.

Low	Service Receiver is able to function normally. Issue is an inconvenience.	Service Provider will provide a permanent solution within 30 working days for 95% of these issues.

SCHEDULE AB9
MyITT.COM APPLICATION

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform myITT.com Portal Application Support Services for Service Receiver.

The Service Receiver may request changes or enhancements to such systems and the Service Provider shall implement those changes provided (i) such changes or enhancements do not materially and negatively impact the Service Provider (acting as a service recipient) or any other service receiver, (ii) Service Receiver agrees to pay for such changes or enhancements in accordance with the pricing schedule below, (iii) such changes do not increase the ongoing operating costs for the Service Provider (as a service recipient) or any other service receiver and (iv) Service Provider, in its discretion, deems that it is capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Notwithstanding the forgoing, Service Provider is required to make any changes required by law.

SCOPE OF SERVICES


				Minimum Service
				Period
Service #	Service Name	Description of Service	Transaction Volume	(in mo.)	Service Charge
		Provide hosting and ongoing myITT.com application support:

		• Access to myITT.com Application — Service Provider will use help desk tickets from Service Receiver and provide access to myITT.com application for an unlimited number of authorized Service Receiver users per the security guidelines outlined in the Master Services Agreement. One business day is required to respond to the ticket after receiving the request.

IT- myITT.com Portal-01	myITT.com Maintenance Support Services	• myITT.com Support & Maintenance — Service Provider will use help desk tickets from Service Receiver to support closing the help ticket within 1 business day of request. Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.	40calls/month	3	Cost plus 2% - 10%

Services that will not be provided as part of this agreement are:

•		Creating new sites (on myITT.com)

•		Updating functionality in existing sites

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

Service Volumes Greater or Less Than Observed Pre-Distribution Date

on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented in this agreement

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver or third parties authorized to act on behalf of the Service Receiver

IT- myITT.com Portal-02	myITT.com Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions	Time and Materials Based on Additional Pricing Section

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

		Service Provider will provide the following knowledge transfer services:

IT- myITT.com Portal-03	myITT.com Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to myITT services	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to myITT Applications by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA and White Plains, NY, USA and by on-shore and off-shore consultants to global participants.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain site, content and applications within the Oracle Webcenter Interaction Suite (formerly Plumtree) and interfaces to AD domains.

	•		Service Receiver, in a separate independent agreement, must have project management, migration architect, developer etc. services active with Avanade for the period of time to complete the migration project.

	•		Service Receiver will use its resources to support migration services for data clean up, testing and cleaning in a timely manner.

	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•

Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

In the event incidents cannot be resolve in the time outlined in Attachment A, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

In addition to the costs specifically set forth above, Service Receiver shall also pay commercially reasonable business travel expenses relating to the Services.

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A


Scenario	Response Time	Description
Non-Critical Remedy ticket assignment on Weekdays during Business hours	3 Hrs.	Ticket will be picked-up or assigned to one of the team members within 3 hrs.

Critical Remedy ticket assignment on Weekdays during Business hours	1 Hr.	Ticket will be picked-up or assigned to one of the team members within 1 hr.

Non-Critical Remedy ticket assignment on Weekdays during off-hours	Next Business Day	Ticket will be picked-up or assigned to one of the team members on Next Business Day

Critical Remedy ticket assignment on Weekdays during off-hours	2 Hr.	Ticket will be picked-up or assigned to one of the team members within 2 hr.

Non-Critical Remedy ticket assignment on Weekends and Holidays	Next Business Day	Ticket will be picked-up or assigned to one of the team members on Next Business Day

Critical Remedy ticket assignment on Weekends and Holidays	2 Hr.	Ticket will be picked-up or assigned to one of the team members within 2 hr.


		Note:

1.		Business hours are 8:00 am — 5:00 pm ET

2.		Critical Incident — The portal is completely down or inaccessible

3.		Non-Critical Incident — All incidents which are not classified as critical as defined in this agreement

SCHEDULE AB10
P2P DELIVERY ENVIRONMENT

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Purchase-to-Pay (P2P) Delivery Environment Application Support Services for the Service Receiver.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide application support services for P2P Delivery Environment, which consists of SAP, Vendor Portal, Taxware, OpenText, and Interface Infrastructure MQ and XI (MQ support is only on Provider’s MQ):

• Access to P2P Delivery Environment — Service Provider will provide access to applications through user request form(s) submitted by Service Receiver via Service Provider P2P Help Desk tickets for authorized service receiver users. Service Provider will maintain and reset SAP user passwords and application security through Provider P2P Help Desk requests. , Service Provider will monitor and restrict unauthorized access to source code and data. User add/update/delete requests will be completed within three (3) business days of receipt of complete, approved form.

IT-P2P-01

P2P Delivery
Environment
Application Support
Services

• P2P Delivery Environment Support & Maintenance — Service Provider will monitor incident resolution requests; and recommend and implement incident resolution. Service Provider will identify and communicate breaks in application, develop solution to address break, and implement fixes to resolve break. Service Provide reserves the right to charge time and material for a Service Receiver initiated break which requires greater than 8 hours to resolve. Service Provider will maintain production batch schedule, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes; and monitor and maintain application administration. Service Provider will provide SAP Basis support, development support for the P2P Delivery Environment, and configuration management in support of business as usual activities (excludes enhancement requests by Service Receiver). Requests for support and maintenance will be submitted and tracked via Service Provider Help Desk ticket.

219 SAP Users
122,741 Invoice
Postings per Year
64,008 New Purchase
Orders Created per
Year

“Cost plus 2% - 10%”

Service Provider will publish scheduled down time which will allow for normal maintenance of the P2P environment including operating system upgrades; database maintenance, and other tasks required in order to keep environment running efficiently. Ad-Hoc down time will be communicated to Service Receiver with 72 hours advance notice where possible.

• P2P Delivery Environment Testing Support — Support of Receiver requested testing cycles are included in services during the TSA with the following exceptions to be treated as supplemental services and charged via Time and Materials Based on Additional Pricing Section:

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

• Testing requiring a client refresh more than twice a year.

• Testing requiring run and verification of a full month-end close where Provider and Receiver aren’t in consensus that the change has an impact to month-end close.

• SAP Shared Services Application Master Programs, Tables and Data Maintenance — The Service Provider reserves the right to be the sole owner and administrator of Master Programs, Tables, Data, and Application Security and Access controls will as necessary get joint approval from all Service Receivers for those proposed changes that will impact another Service Receiver.

In addition, the Provider will provide the following services: Complete SAP Month End jobs and reports to support postings (Vendor Banking Approvals).

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will deliver the same volume of Services as delivered in the 12 months prior to the Distribution Date, plus or minus 3% (such activity, including any such 3% deviation, “Business as Usual activities” or “BAU”) at no additional cost per unit. Service Provider will accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver

IT-P2P-02	P2P Delivery Environment Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

IT-P2P-03	P2P Delivery Environment Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the P2P Delivery Environment and related interfaces	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to P2P Delivery Environment by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA to other USA and Canada locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain the interfaces documented in Attachment A.

•		If Service Receiver, or the Service Receiver’s Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•		Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Business Planning and Control System (BPCS), and PRMS.

•		Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect.

•		Service Receiver must submit requests, into the Service Provider’s P2P Help Desk system.

•		Service Receiver will support testing as required for changes implemented by Service Provider.

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to 3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET.

Service Provider P2P Help Desk support is available 8:00 AM — 5:00 PM ET Monday through Friday except for holidays. Items are assessed for priority within one (1) hour of receipt. Barring circumstances outside of Service Provider’s control, urgent priority items are addressed within one (1) hour. High priority items will be responded to within one (1) business day and medium priority within two (2) business days. Priority is assessed by the helpdesk staff with direction from Service Receiver.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A


Interface Name	Business Purpose	Source	Destination	Frequency
Vendor	Central Vendor Master Maintenance	Service Provider	Service Receiver	Real-time

Purchase Order	Purchase Order add, change, delete	Service Receiver	Service Provider	Real-time

Receipts	Receipt posting and reversals	Service Receiver	Service Provider	Real-time

Invoice Posting	Invoice posting and reversals	Service Provider	Service Receiver	Real-time

Invoice Payment	Payment posting and reversals	Service Provider	Service Receiver	Real-time

Month End Reconciliation:

ME_APRECLS	ME A/P trade reclass	Service Provider	Service Receiver	Month End

ME_FCREVAL	ME Foreign Currency revaluation	Service Provider	Service Receiver	Month End

ME_HCR	ME Headquarter cash reclearing	Service Provider	Service Receiver	Month End

ME_ICRECFX	MW Intercompany FX reclass	Service Provider	Service Receiver	Month End

ME_ICRECLS	ME Intercompany Payables reclass	Service Provider	Service Receiver	Month End

ME_OCR	ME Uncleared Cash reclass	Service Provider	Service Receiver	Month End

ME_SMLDIFF	ME Small Difference balancing	Service Provider	Service Receiver	Month End

ME_SSF	ME Shared Service Fee - 2PP	Service Provider	Service Receiver	Month End

ME_SSFEBUY	ME Shared Service Fee — eBuyITT	Service Provider	Service Receiver	Month End

ME_TAXRCLS	ME Sales & Use tax reclass (for self-assessed tax)	Service Provider	Service Receiver	Month End

ME_VDPFX	MW Vendor down payment	Service Provider	Service Receiver	Month End

SCHEDULE AB11
PRMS SHARED SERVICES AND ERP
APPLICATION SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
PRMS Shared Services

Tom Restaino ITT Corporation	Director, Information Technology Financial Shared Services		tom.restaino@ittcorp.com

Shashank Patel Xylem Inc.	RCW Controller		shashank.patel@itt.com

PRMS ERP Services

Kevin Loucks ITT Corporation	Manager, Transition Management Office		kevin.loucks@itt.com

Eva Jakubowska Xylem Inc.	RCW IT Director		eva.jakubowska@itt.com

GENERAL SERVICE DESCRIPTION

Service Provider will provide PRMS Shared Services and ERP Application Support Services for Service Receiver.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide PRMS Shared Services Application Support services e.g., Customer Master, Accounts Receivable (AR), General Ledger (GL), Cash Application, and Order Release:

IT-PRMS-01

PRMS Shared
Services
Application Support
Services

• Access to PRMS Shared Services Application — Service Provider will provide access to application for authorized Service Receiver per the security guidelines outlined in the Master Services Agreement. Service Provider will receive the PRMS Shared Services Application User Access forms and menu sets from Service Receiver to update menu sets and user profiles; Service Provider will provide periodic SOX access reports to allow Service Receiver to conduct internal SOX user access compliance certifications. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Security access will need a five day lead time, and the SOX access reports will be performed no more than twice a year.

15 new or modified
Users per Month

Cost plus 2% - 10%

• Access to PRMS Shared Services AutoClear — Service Provider will provide access to application for authorized Service Receiver per the security guidelines outlined in the Master Services Agreement. Service Provider will use the PRMS Shared Services AutoClear user access forms and menu sets from Service Receiver to update menu sets and user profiles; Service Provider will provide periodic SOX access reports to allow Service Receiver to conduct internal SOX user access compliance certifications. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Security access will need a five day lead time, and the SOX access reports will be performed no more than twice a year.

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

• PRMS Shared Services Application Support & Maintenance — Service Provider will monitor Help Desk incident resolution requests from the Service Receiver, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will receive Help Desk ticket from Service Receiver to update applications and ensure regulatory and security compliance. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Robot and CL programs.

• PRMS Shared Services Application Master Programs, Tables and Data Maintenance — The Service Provider reserves the right to be the sole owner and modifier of PRMS Master Programs, Tables and Data. The Service Provider on receiving a Help Desk Master Data change ticket form from the Service Receiver will as necessary get joint approval from all Service Receivers for those proposed changes that will impact another Service Receiver, and then maintain the PRMS Master Programs, Tables and Data appropriately.

• PRMS Shared Services Database Support — Service Provider’s IT staff and data center will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

• PRMS Shared Service Application Capacity Management — The Service Provider will monitor the environment and make recommendations for capacity changes to the Service Receiver as necessary.

IT-PRMS-02

PRMS ERP
Application Support
Services

Provide PRMS ERP Support services e.g. Materials Resource Planning (MRP), Enterprise Resource Planning (ERP), Order Processing and Invoicing, Debit and Credit Memo, Inventory, Forecasting, Purchasing and Receiving, Costing and Shipping and Manufacturing Operations:

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

• Access to PRMS ERP Application — Service Provider will provide access to application for authorized Service Receiver per the security guidelines outlined in the Master Services Agreement. Service Provider will use the PRMS Shared Services Application user access forms and menu sets from Service Receiver to update menu sets and user profiles; Service Provider will provide periodic SOX access reports to allow Service Receiver to conduct internal SOX user access compliance certifications. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Security access will need a five day lead time, and the SOX access reports will be performed no more than twice a year.

25 new or modified
Users per Month

Cost plus 2% - 10%

• PRMS ERP Support & Maintenance — Service Provider will monitor Help Desk incident resolution requests from the Service Receiver, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will address all things other than Applications incidents, identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application. Service Provider will maintain production batch schedule, execute batch jobs, notification of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Robot and CL programs.

• The Service Provider after receiving Help Desk production control requests and tested objects from the Service Receiver will move the tested objects into the PRMS ERP production environment. Should the object fail in the process of being moved into production, the Service Provider will work with the Service Receiver to triage and troubleshoot the issues, and move the corrected objects into the PRMS ERP production environment.

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

• PRMS ERP Operating System and Database Support — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in OS discovered by automated or monitoring system, develop solution and approach to address break in OS, and implement fixes to resolve break in OS. The Service Provider on receiving Help Desk service requests from the Service Receiver will perform the following:

• Create, add files to and Manage Journals

• Perform program and database backups

• Perform program and database restores

• Reorganize Files

• Create and add to Data Mirrors

• PRMS ERP Capacity Management — The Service Provider will monitor the environment and make recommendations for capacity changes to the Service Receiver as necessary.

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

Service Provider will actively monitor CPU and storage utilization of AS400 based applications in the Seneca Falls Data Center. Costs associated with increasing capacity of CPU and Storage within the AS400 environment will be split and allocated to each AS400 based applications by the Service Provider and an applicable portion of costs borne by the Service Receiver. Service Provider is required to provide Service Receiver with 30 days prior notice in advance of any increases in costs related to incremental allocation of CPU and storage costs.


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name		Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

			• Support of data extraction requests from the Service Receiver

IT-PRMS-03	PRMS Application Migration		• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

IT-PRMS-04	PRMS Application Knowledge Transfer		• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the PRMS Shared Services Application and related interfaces	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to PRMS Application by Service Receiver not mentioned in this Schedule, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Seneca Falls, NY, USA to global locations.

PREREQUISITES/DEPENDENCIES

•

Service Receiver will for the period of this TSA, maintain and have active the applications and interfaces documented in Attachment A.

•

If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•

Service Receiver must have bank accounts in place prior to the Distribution Date. Changes or new bank accounts must be communicated to Service Provider and completed on a time and materials basis.

•

Service Receiver must have DDM, FTP, GetPaid and Custom.net Applications active and maintained for the duration this agreement is in effect.

•

Security and access controls will be maintained as set forth in the Master Services Agreement.

•

Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to the Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect.

•

Service Receiver must have Elogia, system active and maintained for the duration this agreement is in effect.

•

Service Receiver must have Electronic Data Interchange (EDI) active and maintained during the period in which this agreement is in effect.

SERVICE LEVEL

In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A


Interface Name	Business Purpose	Source	Destination	Frequency
Credit Held Orders	Credit held orders for review and release (approval) by FSS	VC ERP System(s)	PRMS Shared Services Application	Real-Time

Order Value Synchronization	Weekly open order value synchronization with VC’s to re-compute credit values	VC ERP System(s)	PRMS Shared Services Application	Real-Time Weekly

Invoices	Invoice posting and reversals	VC ERP System(s)	PRMS Shared Services Application	Daily

Customer	Central customer master administration	PRMS Shared Services Application	VC ERP System(s)	Real-Time

Credit Values	Central credit administration (gross$, open orders, net available$)	PRMS Shared Services Application	VC ERP System(s)	Real-Time

Credit Held Orders Released	Release (approval) to ship previously credit held order	PRMS Shared Services Application	VC ERP System(s)	Real-Time

ATTACHMENT B


COST & SERVICE METRICS		TARGET PERFORMANCE
System Availability — Percentage of hours the Seneca Falls (SFDC) administered AS/400 processors were available during production workdays for both batch and interactive utilization, Monday through Saturday, 24 hours per day.		99.90%

Interactive Service Availability — Percentage of hours the Seneca Falls (SFDC) administered AS/400 processors were available during production workdays for interactive utilization; Monday through Friday ( 20 hours per day ) and Saturday ( 14 hours per day ).		99.90%

		85.0% < Day
		90.0% < Days
		95.0% < Days

iSeries Service Requests — 1) Running Robot Jobs 2) Requesting a Restore 3) Running Batch Jobs 4) Requesting a File Copy 5) Printing/ Re-Printing Reports 6) Permission to use EZVIEW and Query Commands 7) Requesting a Back Up 8) New printer configurations		Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around for ROBOT jobs is 2 weeks. No production changes will be made from the Wednesday before M/E until M/E processing is complete. No production changes will be made in December.

		98.0% < Days
		99.0% < Days
		100.0% < Days

iSeries User Profile Requests — 1) Create new user accounts or 2) Change a current user account or 3) Deactivate a user account on the Seneca Falls AS/400’s.		Service Commitment: Service requests are processed Monday through Friday between the hours of 6:00 AM to 9:00 PM (EST). Response Time is measured from the time the request is received and logged in at the Seneca Falls Data Center (SFDC). Turn around time for user profiles is 3 business days

Note: Service Level Objectives/Targets are measured during the following service window:

6:00 AM to 2:00 AM (EST) ; Monday through Friday

6:00 AM to 8:00 PM (EST) ; Saturday

Need More Information?

Points of Contents


	Jean Lindsley
	Datacenter Services,
Name	Chief of Technology	Supervisor Name	TBD
Telephone Number		Telephone Number
Email Address	jean.lindsley@itt.com	Email Address

Customer Info Link

SCHEDULE AB12
POST SPIN HYPERCARE

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Post Spin Hypercare Support Services for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

Provide Post Spin Hypercare support services:

Facility Shutdown Services – Service Provider will provide Service Receiver with Facility Shutdown services that include:

• Disposition of network and computer assets

• Disposition of furniture and miscellaneous equipment; boxing of HR files, ITT logo, posters, etc.

• Maintain working environment for remaining employees

• Control the activation and deactivation of access cards

• Close all third party contracts with vendors, such as food, vending machines, cable, printers, cleaning, etc.

Program Shutdown Services – Service Provider will provide Service Receiver with Program Shutdown services that include:

IT-Hypercare-01

Hypercare Support
Services

• Crisis management for final cutover, to ensure all projects go live on spin date

3 *

Cost plus 2% - 10%

• Command center support and ramp down

• Access to TPMO and IT-SS Connect sites through ITT Co. Active Directory and VPN accounts for up to 20 people

Financial Support Services –Service Provider will provide Service Receiver with financial support services that include:

• Purchase Order (invoice payment) and Contract management for suppliers assisting with separation

Miscellaneous Support Services – Service Provider will provide Service Receiver with supplemental and miscellaneous project support services that include:

• Project management, strategy development, infrastructure consulting, etc. Prioritization and resource allocation for these services will be jointly agreed to by CIOs.

All requests for support will be directed to and coordinated through Cindy Hoots.


*		TSA duration will end on 12/31/2011 regardless of actual spin-date.

**		Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location.

LOCATIONS

Services are initially provided from Hanover, MD, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		Travel and expenses will be paid by the requesting organization.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

SCHEDULE AB13
SERVICES TSA SCHEDULE FOR
MEXICO

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Service Provider Aracili Europa Service Recipient Anna Guerrero	Controller IP Mexico Bombas Goulds de Mèxico, S. de R.L. de C.V Controller, WWW Mexico ITT Water Technology Mexico, S. de R.L. de C.V.		Araceli.europa@ittcorp.net Anna.Guerrero@fluidtechnology.net

PARTIES TO THE AGREEMENT

1.		Service Provider — Bombas Goulds de Mèxico , S. de R.L. de C.V

2.		Service Recipient — ITT Water Technology Mexico, S. de R.L. de C.V.

GENERAL SERVICE DESCRIPTION

1.		Finance & Accounting Services

2.		Payroll Services

3.		Accounts Payables Services

4.		Billing and Accounts Receivables Services

5.		Cost Accounting Services

TERM AND OPTION

1.		Minimum Service Period — 9 months — Commencing on the Distribution Date

2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Mexico (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement.

3.		Service Recipient shall have the option to renew at 1.10 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period.

4.		Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1^st 3 months with 2 months advance written notice to the Service Provider

J-1

SERVICES TO BE PROVIDED

Finance and accounting services

	a.		Maintain general ledger and chart of accounts

	b.		Reconcile balance sheet accounts at a minimum of once per quarter

	c.		Reconcile Service Recipient legal entity bank accounts a minimum of once a month

	d.		Close books and prepare local financial statements monthly on a timely basis

	i.		US GAAP financial statements will be prepared as required by the Mexican Government

	ii.		Prepare all required JV’s required to close the books on a monthly basis

	iii.		File required local statutory financial statements with the authorities in a timely manner

	iv.		File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipient’s parent company by the 1^st Monday after the closing date

	e.		Request cash when needed from the Service Recipient’s parent company in order to support business activities

	f.		Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items)

	g.		Perform all bank account related maintenance (signatory changes, relationship management etc)

	h.		Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient’ tax advisor in this regard.

	i.		Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis

	j.		Fixed Asset accounting

Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger

	k.		Provide required support to Service Recipient’s internal & external auditors

	l.		Provide required support for government audits

	m.		Respond to special requests from service recipients legal advisors

	n.		Prepare monthly financial forecasts

	o.		Prepare annual budget, strategic plan, and operating plan financial statements

	p.		Prepare required business review meeting materials on a monthly basis

	q.		Respond to Service Recipient’s ad hoc requests for financial data in a timely manner within reason

Payroll Services

	a.		Process payroll on a bi weekly basis (provided Service Recipient has made available to Service Provider sufficient funds)

	b.		Download employee time clock information

	c.		Input employee information obtained from Service Recipient’s HR function

New Hires

	ii.		Terminations

	iii.		Vacations

	iv.		Salary changes

	v.		Validate approvals

Maintain and update payroll related files

	i.		Vacations

	ii.		Salary advances

	iii.		Child support

	iv.		Housing withholdings

	v.		Employee savings

	vi.		Leaving indemnity

	e.		Provide employees with bank cards

	f.		Calculate payroll via payroll software

	g.		Review printed payroll reports for accuracy

	h.		Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis

	i.		Print and distribute pay stubs / advices to employees on a timely basis

	j.		File copies of pay stubs and file payroll booklet

Accounts Payable Services

	a.		Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds)

	b.		Perform 3 way match in Accounts payable system

	c.		Review invoice approvals

	d.		Maintain PO balance when partial shipments

	e.		Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient)

	f.		Invoice coding to general ledger account

	g.		Process vendor check run once per week

	h.		Process vendor wire transfers twice per week

	i.		Review and process travel expense reports and travel advances twice per week

	j.		Process payroll child support withholding payments on a weekly basis

	k.		Process employee savings fund withdrawal requests twice per week

Billing and Accounts Receivables Services

	a.		Generate customer invoices from ERP system on a daily basis

	b.		Review invoices for accuracy

	c.		Charge taxes (VAT, Sales) as required by law

	d.		Update and control customer master file based on information provided by Service Recipient

	e.		Recommend customer credit terms.

	f.		Maintain accounts receivable subsidiary ledger and reconcile to general ledger

	g.		Post billings to accounts receivable ledger on a daily basis

	h.		Post cash receipts to open accounts receivable ledger on a timely basis and follow up with customers when unable to identify cash received to open accounts receivables

	i.		Follow up as required with customers via telephone and email on past due receivables to ensure cash is collected as quickly as possible

	j.		Travel to customers in special circumstances only to facilitate collection of open accounts receivables

	k.		Recommend customers be places on credit hold or shipping hold when appropriate. Service Recipient must approve Service Provider’s recommendation

	l.		Prepare and analyze aged accounts receivables report and review monthly with Service Recipient

	m.		Recommend write offs of overdue accounts receivables

Cost Accounting Services

	a.		Prepare and review all plant inventory and manufacturing variance journal entries on a monthly basis

	b.		Reconciliation of perpetual inventory to general ledger

	c.		Prepare instructions and oversee annual physical inventory including test count audits

	d.		Reconcile physical inventory and record appropriate book to physical adjustment to general ledger

	e.		Coordination and oversight of cycle count program

	f.		Review of cycle count program adjustments and record adjustments in general ledger

	g.		Review and analysis of manufacturing variances on a monthly basis

	h.		Review of financial statement inventory balances on a monthly basis with comparison to prior month balances

	i.		Establish and substantiate appropriate inventory reserves (Excess and Obsolete, Lower of Cost or Market, Inventory revaluation)

	j.		Develop new standard costs once per year in Q4 of each year

	k.		Prepare annual cost of production statement for the Mexico Government in Q1-Q2 of each year

	l.		Prepare annual transfer price analysis in support of annual statutory audit in Q1-Q2 of each year

LOCATIONS

IP facility located at the following address;

Bombas Goulds de Mèxico , S. de R.L. de C.V
Avenida eje Oriente Poniente Lote 4 Manzana 9
Ciudad Industrial Tizayuca , Hidalgo
Mexico
Z.C 43800

PREREQUISITES/DEPENDENCIES

1.		Power of Attorney is granted to the IP Mexico Controller to execute banking transactions, and access RCW IT systems only. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s).The Power of Attorney that is granted to the IP Mexico Controller will cease the date that this agreement is terminated

2.		Both the Service Provider and the Service Recipient agree to the month end closing dates for the 3 month period of this agreement

3.		If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Provider’s employees at Service Recipient’s cost prior to the commencement date of this agreement

4.		After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US$20.00

	b.		Professional — US$30.00

	c.		Management — US$77.00

5.		To the extent that the Service Provider is required to terminate any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this agreement at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy.

6.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.

7.		Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this agreement for the duration of this agreement plus for an additional two years after the agreement is terminated.

8.		In the event of 3^rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3^rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Mexican Law

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in Mexico

2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in Mexico

3.		VAT of 15% of the invoice amount will be charged by the service provider to the service recipient

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1.		Service Provider — Joanne Scalard 1133 Westchester Ave White Plains, NY 10605

2.		Service Recipient — Dan Kelly 1133 Westchester Avenue White Plains, NY 10605

NOTICE REQUIREMENTS


No.	Third Party Provider	Prior Notice Requirement to Terminate Service

	None required	See Term and Option above

PRICING & PAYMENT TERMS

1.		The monthly fixed charge for all services provided under this TSA will be $13,000 for the 1^st 9 months of this agreement — Payable in US Dollars

2.		Invoices will be prepared monthly and mailed to the service provider via email.

3.		There will be no additional backup attached to these invoices

4.		The 1^st invoice will be dated the Commencement Date

5.		Invoice payment terms are net 30 days from invoice date.

6.		Subsequent invoices will follow every 30 days

7.		Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be billed by the Service Provider as soon as practicable with appropriate backup documentation

SCHEDULE AB14
SERVICES TSA SCHEDULE FOR
NOGALES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

PARTIES TO THE AGREEMENT

Service Provider – ITT Cannon de Mexico, S.A. de C.V.

Service Recipient – Jabsco Sociedad de Responsabilidad Limitada de Capital Variable

GENERAL SERVICE DESCRIPTION

	1.		Finance & Accounting Services

	2.		Payroll Services

	3.		Accounts Payables Services

	4.		Import / Export Services

TERM AND OPTION

	1.		Minimum Service Period — 12 months – Commencing on the Distribution Date

	2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Nogales (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a) of the Agreement.

	3.		Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1^st 6 months with 6 months advance written notice to the Service Provider

SERVICES TO BE PROVIDED

1. Finance and accounting services

	a.		Maintain general ledger and chart of accounts

	^b.		Reconcile balance sheet accounts at a minimum of once per quarter

	c.		Reconcile banks accounts a minimum of once a month

	d.		Close books and prepare local financial statements monthly on a timely basis

	i.		US GAAP financial statements will be prepared as required by the Mexican Government

	ii.		Prepare all required JV’s required to close the books on a monthly basis

	iii.		File required local statutory financial statements with the authorities in a timely manner

	iv.		File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Flow Control USA LLC parent company by the 1^st Monday after the closing date

	e.		Request cash when needed from the Flow Control USA LLC parent company in order to support business activities via creation of maquilladora services invoice on a monthly basis

	f.		Analyze cash requirements at a minimum of once per month and allocate funds to bank accounts (vendor invoices / purchase orders, payroll, tax payments, customer receipts, special unusual items)

	g.		Perform all bank account related maintenance (signatory changes, relationship management etc)

	h.		Prepare, file and pay (provided Service Recipient has made available to Service Provider sufficient funds) all required local statutory tax returns (including but not limited to income tax, sales tax, VAT, GST, payroll related, social security, housing, property taxes). Provide information to Service Recipient’ tax advisor in this regard.

	i.		Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis

	j.		Fixed Asset accounting (leasehold improvements only)

	i.		Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger

	k.		Provide required support to Tenant’s internal & external auditors

	l.		Provide required support for government audits

Payroll Services

	a.		Process payroll on a weekly basis (provided Service Recipient has made available to Service Provider sufficient funds)

	b.		Download employee time clock information

	c.		Input employee information obtained from Service Recipient’s on site HR manager

	i.		New Hires

	ii.		Terminations

	iii.		Vacations

	iv.		Salary changes

	v.		Validate approvals

	d.		Prepare and print weekly hours report

	e.		Distribute weekly hours report to employee supervisors and obtain

	i.		Employee signature

	ii.		Supervisor approvals

Maintain and update payroll related files

	i.		Vacations

	ii.		Salary advances

	iii.		Child support

	iv.		Housing withholdings

	v.		Employee savings

	vi.		Leaving indemnity

	g.		Provide employees with bank cards

	h.		Calculate payroll via payroll software

	i.		Review printed payroll reports for accuracy

	j.		Review time clocked vs. payroll report and resolve differences

	k.		Make net pay file and submit to bank & validate deposits to employee bank accounts on a timely basis

	l.		Print and distribute pay stubs / advices to employees on a timely basis

	m.		File copies of pay stubs and file payroll booklet

Accounts Payable Services

	a.		Process vendor invoices for payment, twice per month on the 10^th and 25^th of each month through the Peso ledger (provided Service Recipient has made available to Service Provider sufficient funds)

	b.		Perform 3 way match in Accounts payable system

	c.		Review invoice approvals

	d.		Maintain PO balance when partial shipments

	e.		Maintain form control over purchase orders and assignment of PO numbers (Note: all other purchasing department activities to be performed by the Service Recipient)

	f.		Invoice coding to general ledger account

	g.		Process vendor check run twice per month on the 10^th and 25^th of each month

	h.		Process vendor wire transfers

	i.		Review and process travel expense reports and travel advances as required

	j.		Review and process employee salary advances once per week

	k.		Process payroll child support withholding payments on a weekly basis

Import / Export Services

Supervise activities of Service Recipient’s personnel (Service Recipient’s personnel are required to perform the following activities)

Exports

	1.		Classify merchandise

	2.		Input parts and data to CAM system

	3.		Process pro forma invoice, packing list, pedimento

	4.		Review above for accuracy

	5.		Dispatch truck

ii.

Imports

	1.		Review list of goods

	2.		Classify merchandise

	3.		Input parts and data to CAM system

	4.		Coordinate with counterpart broker

	5.		Process pro forma invoice, packing list, pedimento

	6.		Review above for accuracy

	7.		Dispatch truck

iii.

Other Shipments (Chihuahua, Durango, Guadalajara)

	1.		Review list of goods

	2.		Classify merchandise

	3.		Input parts and data to CAM system

	4.		Coordinate with counterpart broker

	5.		Process pro forma invoice, packing list, pedimento

	6.		Review above for accuracy

	7.		Dispatch truck

iv.

Virtual imports exports

	1.		Review list of goods

	2.		Classify merchandise

	3.		Input parts and data to CAM system

	4.		Coordinate with counterpart broker

	5.		Process pro forma invoice, packing list, pedimento

	6.		Review above for accuracy

	7.		Dispatch truck

	v.		In cases of customs inspection, coordinate with inspector for clearance of goods

	vi.		Tracking of open and close Pedimentos

	vii.		Process complimentary Pedimentos to pay duties

	viii.		Prepare paperwork required to comply with Anexo 24

	ix.		Import / export record keeping

	b.		Provide support for classification of merchandise for US & Mexico customs purposes

	c.		Review import export shipment information for accuracy

	d.		Coordinate shipments and carriers to Service Recipient factories/customers in Mexico (Chihuahua, Durango, Guadalajara)

	e.		Coordinate virtual import/exports

	i.		Coordinate with counterpart broker

	ii.		Review documentation for accuracy

	iii.		Agree with data to be submitted

	f.		Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods

	g.		Record keeping

	i.		Ensure customs related documents are filed on a timely basis

	ii.		Assure easy access to customs documentation when needed

	h.		Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos

	i.		Ensure Mexican Pedimento duties are paid on a timely basis

	j.		Maintain relationship with the Mexico Secretary of the Economy. Provide information as required.

	k.		Insure timely compliance with Anexo 24

	l.		Completion and filing of annual report of Foreign Business Trnsactions

	m.		Process and file amendment applications for the Maquila Program

	n.		Provide information to the tax authorities as required or requested

	o.		Support D&T audits of customs activities

	i.		Attend meetings

	ii.		Provide information

	iii.		Maintain control over audits

Support customs audits

	i.		Attend meetings

	ii.		Provide information & review audit findings and comments

5. IT Services

	a.		CAM applications support

	b.		Qualisys applications support

	c.		Timekeeping system support

LOCATIONS

ICS Nogales Mexico facility located at the following address;

ITT Cannon de Mexico, S.A. de C.V.
Avenida del Libre Comercio S/N
Entre Calzada Industrial Nuevo Nogales y
Calzeda del Raquet Club
Col. Parque Industrial Nuevo Nogales
Nogales, Sonora C.P. 84093

PREREQUISITES/DEPENDENCIES


1.		New Flow Control Mexico legal entity is established and fully capable of legally conducting business by the commencement date of this agreement

2.		New Flow Control Mexico legal entity has registered with all of the appropriate governmental agencies and secured required permits (including but not limited to US and Mexico customs permits)

3.		New Flow Control Mexico legal entity Bank account(s) are established by the commencement date of this agreement

4.		Nogales Mexico Financial, HR/Payroll, and Import export hardware and software platforms are separated by the commencement date of this agreement.

5.		Power of Attorney is granted to the ICS Nogales Controller to execute banking transactions and access Flow Control IT systems for the purpose of providing all services contained in this agreement. The ICS Nogales Controller will not be granted Power of Attorney to file appropriate reports and tax returns with governmental authorities. If approval is required from Service Recipient in advance of any filing with any governmental agency and approval is not obtained in a timely manner, the Service Recipient, in addition to its waiver of liability as set forth in Section 10 of the Agreement, waives all rights to make any claim for damages resulting from the late filing and agrees to pay and fines or penalties that result from the late filing(s) The Power of Attorney that is granted to the ICS Nogales Controller under this provision will cease on the date that this agreement is terminated

6.		The Service Recipient agrees to provide Power of Attorney privileges to 2 of its employees as of the commencement date of this TSA, for the purpose of reviewing, authorizing and signing, tax returns and other statutory reports which are prepared by the Service Provider as per the services described in this agreement

7.		Both the Service Provider and the Service Recipient agree to the month end closing dates for the 1 year period of this agreement 8. If US GAAP compliant reporting is required by the Service Recipient, then the Service Recipient agrees to provide the Service Provider with the software to facilitate this reporting and to install the software and train Service Provider’s employees at Service Recipient’s cost prior to the commencement date of this agreement

9.		Service Recipient contracts with a tax advisor prior to the commencement of this agreement

10.		The Service Recipient will hire its own local Nogales HR Manager and Import Export Broker prior to the commencement date of this TSA. The Service Provider will assist in the proper training of these individuals prior to the commencement date of this TSA. If the Service Recipient fails to hire these employees by the commencement date of this agreement, the monthly fixed charge will increase based upon good faith negotiations

between the parties, until such time as the positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant.

11.		If during the term of this agreement, the Service Recipient’s HR Manager or Import Export clerical positions become vacant, the monthly fixed charge will increase based upon good faith negotiations between the parties, until such time as both positions are filled and Service Provider agrees to provide the services that would have been performed by these individuals during the time that the positions are vacant.

12.		After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour, provided if assistance is needed under this section 12 after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical – 255 Mexico Pesos ($20.00 notional US$)

	b.		Professional – 382.00 Mexico Pesos ($30.00 notional US$)

	c.		Management – 980.00 Mexico Pesos($77.00 notional US$)

13.		To the extent that the Service Provider terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy.

14.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Nogales premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.

15.		Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated. Notwithstanding the above, the Service Recipient will have the right to hire the ICS 2 import export clerks that are providing services to the Service Recipient under the terms of this agreement, upon termination of this agreement

16.		The Service Provider’s IT department will be allowed access to tenant’s designated areas as per the floor plan that forms a part of the Nogales facility rental TSA for purposes of providing the services that are included in this agreement. The landlord’s IT department will have the right to access the tenant’s IT data in order to provide the services that are included in this agreement The Service Recipient will hire an onsite IT support to oversee all of the Service Recipient’s IT operations. To the extent that the IT services listed in the services provided section of this TSA are required from the Service Provider, for whatever reason including but not limited to the inexperience of the Service Recipient’s IT Manager or the failure to the Service Recipient to hire an IT Manager by the commencement date of this agreement, the Service Recipient agrees that they will accept charges for services provided in accordance with the Pricing and Payment Terms provision #3 as shown in this agreement.

TAX STATUS

1.		Service Provider – Payments received under the terms of this agreement will be considered taxable income in Mexico

2.		Service Recipient – Payments made under the terms of this agreement will be tax deductible in Mexico

BILLING LOCATION

Nogales, Sonora, Mexico

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

	1.		Service Provider – Suzy Lee

			666 East Dyer Road

			Santa Ana, Ca. 92705

	2.		Service Recipient – Dan Kelly

			Xylem Inc.

			Suite 2000

			1133 Westchester Avenue

			White Plains, NY 10605

NOTICE REQUIREMENTS


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

PRICING & Payment Terms

1.		The monthly fixed charge for finance, accounting, accounts payable and payroll services will be 216,393 Mexico Pesos ($16,998 notional US$) for the term of this agreement – Payable in Mexico Pesos

2.		The monthly fixed charge for import and export services will be 126,696 Mexico Pesos ($9,952 notional US$) for the term of this agreement – Payable in Mexico Pesos

3.		IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Provider’s cost and required labor will be charged at a rate of 318.00 Mexico Pesos ($25.00 notional US$) per hour. Invoices will be prepared monthly and mailed to the Service Recipient via email.

4.		There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges

5.		VAT of 11% will be added to all invoices

6.		The 1^st invoice will be dated the same date as the Distribution Date

7.		Invoice payment terms are net 30 days from invoice date.

8.		Subsequent invoices will follow every 30 days

9.		Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation.

SCHEDULE AB15
SUBCONTRACT ARRANGEMENT IN WUXI

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Service Provider

Paul Chen and	Finance Controller — Motion Tech Wuxi		paul.chen@ittcorp.net

Stephen Chan	China Share Service Manager		stephen.chan@itt.com

Service Recipient

Meng Hing Chua	Vice President and Director of Finance		menghing.chua@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT High Precision Manufactured Products (Wuxi) Co., Ltd. of No. 570 Yangda Road, Meicun, New District, Wuxi City, the PRC

Service Recipient: ITT (Shanghai) Trading Co. Ltd. of Suite 3011-3014, Floor 30, Tower A, Hongqiao Shanghai City, 100 Zunyi Road, Changning District, Shanghai, the PRC

GENERAL SERVICE DESCRIPTION

Service Provider will operate and manage (the “Service”) Service Recipient’s flow control business at the premises (the “Business”) currently located in the Premises during the term of this transition services agreement in a substantially similar manner, with the same level of customer service and response time with the same degree of reasonable skill and care and with the same level of security and control as the Business was operated and managed during the twelve month period prior to the Distribution Date. Service Provider will provide various services in connection with the operation and management of the Business including but not limited to the services set forth in “Services to be Provided”.

TERM AND OPTION

Term. The Minimum Service Period for this Schedule commences on the Distribution Date to March 31, 2012 and, if Service Recipient has not served a notice on Service Provider to terminate the Service, shall be further extended to May 31, 2012 (the term of Service is hereinafter referred as the “Term”). Service Recipient may terminate the Service at any time prior to the end of the Term by providing thirty (30) days prior written notice without any additional make-whole fee as required by Section 11(b) of the Agreement.

Surviving clause. The following provisions of this Schedule shall survive the termination of this Schedule: (a) Indemnification, (b) paragraphs 6 and 7 of “Pricing, Payment Terms” (Audit, Post-termination Revenues and Expenses), (c) paragraph 4 of “Term and Option” (Access to Business Records After the Term,) (d) Insurance with respect to managing post Term claims and (e) Tax Status.

Access to the Premises and Business Records during the Term. In addition to the right of access given to Service Recipient pursuant to Section 3(a) of the Agreement, during the Term, Representatives of Service Recipient (or its designee) shall be given access to the Premises during regular business hours if and to the extent reasonably necessary to:

	3.1		provide or receive any of the Services;

	3.2		examine, copy or photocopy, at Service Recipient’s expense, the Business Records, the Business Contracts and the purchase orders, customer invoices and any other contracts and/or agreements signed with the relevant customers, suppliers, distributors and agents relating to or in connection with the Business, during business hours and on reasonable prior written notice, to enable Service Recipient to verify the information contained in the monthly balance sheet and the monthly profit and loss accounts that Service Provider furnishes to Service Recipient in accordance with “Services to be Provided” and to determine the amount of the Monthly Costs payable by Service Provider or Service Recipient, as the case may be; and

	3.3		to inspect or examine the Assets, or otherwise transfer the Assets out of the Premises, as the case may be.

Access to Business Records after the Term. For a period of seven (7) years from the expiration date of the Term:

	4.1		Service Provider shall make available, and allow Service Recipient (or its designee) to make copy of at Service Recipient’s expense, any books, accounts, returns and records (not delivered to Service Recipient (or its designee) prior to the expiration date of the Term (including, without limitation, Service Provider’s statutory books and accounting records, tax records, and all other records relating to the Business) which contain information which should be provided to Service Recipient (or its designee) or which is required for the purpose of the Business, any annual, tax or other returns, audits in connection with it for inspection by Representatives of Service Recipient (or its designee) during working hours on reasonable advance notice being given;

	4.2		If any Business Information is not in the possession of Service Recipient (or its designee) or readily discoverable by Service Recipient (or its designee) but is in the possession or under the control of or available to Service Provider or any other member of its Group, Service

Provider shall deliver copies of such Business Information to the Service Recipient promptly on request.

SERVICES TO BE PROVIDED

Export/Import

Materials Planner

Material and Logistics

Plant Purchasing

Warehouse (excluding bonded material)

Shipment

Logistics

IT Support

Customers Support

10.

Accounts Payable Invoice Processing including bank disbursements and reconciliations

11.

Accounts Receivable Invoice processing and collection

12.

Manufacturing and assembly of the products the Business produces

13.

Certain administrative and tax preparation/filing services

14.

Facility and related services that enable to the Business to continue operations

15.

Payroll and all HR services, for the employees Service Provider utilizes to operate and manage the Business

16.

Foreign exchange verification

17.

External audit and relating consulting services

18.

Vendor and customer data maintenance

19.

Accounting services to maintain accounting records

20.

Security

21.

Environmental, health and safety services

22.

Administrative services, including office supplies and equipment, location assistant, reception and shuttle bus/car service

23.

All other services which were provided to Service Recipient in the last twelve months

24.

Invoice and payment. Service Provider shall maintain separate accounts for the Business during the Term. As promptly as practicable and in any event within ten (10) Business Days after the beginning of each calendar month, Service Provider shall prepare and deliver to Service Recipient a balance

		sheet as at the end of the preceding calendar month and the profit and loss account in respect of the preceding calendar month (including separate line items for the Monthly Costs, Monthly Expenses and Monthly Revenues) in respect of the Business, prepared in accordance with the Generally Accepted Accounting Principles of the PRC and certified by the Finance Manager of Service Provider.

25.		Affixation of company chop. To the extent that any documents of Service Recipient (or its designee) need to be affixed with the company chop of Service Provider, Service Provider shall render all assistance to execute or affix its company chop on all such documents as Service Recipient (or its designee) may from time to time reasonably request for the purpose of vesting in it the full benefit of the Business, provided such request has been approved by the General Manager of Wuxi Flow Control Business and the Legal Counsel of Service Recipient (or its designee).

EMPLOYEES

In addition to the Services to be provided by Service Provider to Service Recipient above, during the Term Service Provider shall supervise the Employees in accordance with the terms in this section.

Service Provider shall:

	2.1		continue the employment of the Employees with Service Provider to ensure that the Business shall be carried on in the ordinary course of business; and

	2.2		allow the Employees to perform their duties under the supervision of, fully comply with directions and instructions received from, and promptly carry out orders and assignments given by, any of the Representative of Service Recipient. Notwithstanding the forgoing, the Parties acknowledge and agree that the Employees shall comply with or otherwise subject to the policy (including compensation and benefits policy), handbook or guidelines as applicable to other employees of Service Provider.

Service Recipient and Service Provider acknowledge the importance of Employees to the ongoing success of the Business subsequent to the Distribution Date.

Upon Service Recipient’s request, Service Provider shall terminate, or procure its staffing agency to terminate, any of the Employees during the Term. Notwithstanding the foregoing, Service Provider may, without the prior approval of Service Recipient, terminate the employment of any Employee in good faith on reasonable grounds pursuant to the employment laws and regulations of the PRC provided that Service Provider shall notify Service Recipient forthwith its decision of termination.

TRANSFER OF EMPLOYEES

Service Provider and Service Recipient (or its designee) shall within fifteen (15) Business Days before the end of the Term jointly issue a written notice to all Employees, confirming the Employee Transfer Date and enclosing the new employment contract to be signed by Service Recipient (or its designee) with each of the Employees.

Service Provider shall pay Employees wages, bonuses, overtime pay, social insurance, statutory severance and housing fund contributions and other payments and benefits of such Employee in relation to his or her employment with Service Provider in accordance with the employment laws and regulations of the PRC during the Term up to and including the expiration date of the Term, provided that Service Recipient shall reimburse Service Provider all such payment incurred during the Term in accordance with “Pricing and Payment Terms”.

INSURANCE

Notwithstanding the provisions of Section 10(b) of the Agreement and without prejudice to its express obligations under this Schedule, Service Provider agrees that during the Term, it will maintain, at Service Recipient’s expenses, insurance policies covering the Business similar in scope, amount and coverage as Service Provider maintained during the twelve month period prior to the Distribution Date. In the event any claim needs to be made under these insurance policies, Service Provider will make such claim on Service Recipient’s behalf and transfer to Service Recipient all funds received less any out of pocket costs incurred in collection of such funds.

INDEMNIFICATION

Notwithstanding anything in the Agreement to the contrary, the indemnification obligations and procedures set forth in Article VII of the Distribution Agreement shall apply to any Indemnifiable Losses (as defined in the Distribution Agreement) Service Provider or any member of its Group incurs as a result of or in connection with providing the Services described in this Schedule. For the avoidance of doubt, Service Provider (or such member of its Group that has suffered an Indemnifiable Loss) shall be the “Indemnitee” and Service Recipient the “Indemnifying Party”, as such terms are defined in the Distribution Agreement. Notwithstanding the foregoing or anything in the Distribution Agreement to the contrary, Service Provider shall be permitted to consent to entry of judgment or settle any claim without the consent of Service Recipient and remain entitled to indemnification from Service Recipient; provided, that any such judgment or settlement is for a monetary amount under USD5,000; provided further that any such consent, judgment or settlement does not permit or provide for any injunction, declaratory relief, other order or other non-monetary relief to be entered against Service Recipient or any member of its Group.

For the period of seven (7) years from the expiration date of the Term, upon any claim being made against Service Provider, Service Recipient shall give such information and assistance to Service Provider for the purpose of avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability, including:

	2.1		assignment of a legal advisor or a Representative appointed by Service Recipient to work with Service Provider or its professional advisors in avoiding, disputing, resisting, compromising, defending or contesting any such claim and liability; and

	2.2		access (during business hours and on reasonable prior written notice) such access to its personnel and to any relevant records and information in relation to the Business as Service Provider or its professional advisers reasonably request.

LOCATIONS

The premises of Service Provider located at Building 3, No. 570 Yangda Road, Meicun, New District, Wuxi City, the PRC (“Premises”).

PREREQUISITES/DEPENDENCIES

	1.		Service Provider and Service Recipient shall enter into an Asset Purchase Agreement dated _____________________, 2011 pursuant to which Service Recipient shall agree to purchase from Service Provider all of the Assets and assume all of the liabilities related to the Business.

TAX STATUS

Monthly Costs received by Service Provider under this Schedule during the Term shall be considered taxable income in China. Service Provider shall:

	1.1		duly file all tax returns and provided all information required or requested to be delivered to any tax authority. All such returns and information remain correct and complete and none is, or is likely to become, the subject of any investigation or dispute by or with any tax authority;

	1.2		prepare, keep and preserve complete, accurate and up-to-date records both as required by law and to enable it to deliver correct and complete tax returns and to calculate any present or, so far as possible, future tax liability of Business or the entitlement of the Business to claim any relief.

Notwithstanding the foregoing, any tax payable by Service Provider arising from the provision of Service or the operation of the Business shall be borne by Service Recipient (or its designee) in accordance with “Pricing and Payment Terms”.

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following:

NOTICE REQUIREMENTS

SERVICE PROVIDER:

Address:

2405-6, 24/F, ING tower, 308 Dec Voeux Road Central, Hong Kong

Fax:

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

SERVICE RECIPIENT:

Address:

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

Fax:

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

PRICING & PAYMENT TERMS

The Parties agree that, notwithstanding the provisions of Section 2(a) of the Agreement, Service Recipient (or its designee) shall be entitled to all economic rights and benefits, and shall assume all economic loss, arising from and in connection with the conduct of the Business by Service Provider during the Term.

During the Term, Service Recipient or Service Provider, as the case may be, shall pay an amount equal to the Monthly Costs (“Monthly Costs”) to the other Party calculated in accordance with the following formula:

			Monthly Costs = Monthly Expenses plus RMB20,000 minus Monthly Revenues

			where:

			*Monthly Expenses* means the aggregate of:

	(a)		all documented, reasonable out-of-pocket costs and expenses incurred by Service Provider which are necessary to provide Services, provided, however, that any such expenses exceeding USD5,000 per month for each Service shall require advance approval of Service Recipient; plus

	(b)		all wages, bonuses, overtime pay, social insurance and housing fund contributions, and other payments, benefits, retention and severance payments due to any of the Employees retained by Service Provider for the purpose of providing the Services; plus

	(c)		all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to or payable in respect of the Premises; plus

	(d)		any sales, services, value added or similar taxes, fees, charges, assessments, or income taxes (including any such taxes that are required to be withheld) arising from or in connection with the provision of Services; and

			*Monthly Revenues* means the aggregate of:

	(a)		all revenues, rebates, refunds or otherwise payments collected or received by Service Provider arising from or in connection with the Business, as the case may be, during the Term; plus

	(b)		all rents, rates, gas, water, electricity and other outgoings (including management fees) relating to the premises located at Room 902, E3 Building, Oriental Plaza, No.1 Chang’an Avenue, Beijing 100738, PRC and payable by ITT (China) Investment Company Limited in the amount of RMB32,060.82 per calendar month for the period from 31 October 2011 to 31 December 2011 and RMB34,173.63 per calendar month for the period from 1 January 2012 to the expiration date of the Term. In the event a total of RMB 511,059 is not added to Monthly Revenue over the life of the Term by the month prior to the end of the Term, the last month of the Term shall include that amount such that the total amount included in Monthly Revenue under this subsection (b) during the whole Term will equal RMB 511,059.

An amount equal to the Monthly Costs shall be paid by Service Recipient or Service Provider, as the case may be, to the other Party in the following manner:

	3.1		If the Monthly Costs is a positive number, then Service Recipient shall pay to Service Provider the Monthly Costs in accordance with section 2(b) of the Agreement

	3.2		If the Monthly Costs is zero, then no payment is due from Service Recipient or Service Provider to the other Party.

	3.3		If the Monthly Costs is a negative number, then Service Provider shall pay to Service Recipient the Monthly Costs in accordance with Section 2(b) of the Agreement.

For the avoidance of doubt, no additional mark-up or inflation rate, as specified in Section 2(a)(i) of the Agreement, shall apply to any sum payable by Service Recipient to Service Provider under this Schedule.

Taxes related to sums payable. Each Party shall pay all sums payable by it under this Schedule free and clear of all deductions or withholdings unless the law requires a deduction or withholding to be made. If a deduction or withholding is so required, the relevant Party shall pay such additional amount as will ensure that the net amount the payee receives equals the full amount which it would have received had the deduction or withholding not been required.

Audit. Service Provider and Service Recipient shall, as promptly as practicable and in any event within fifteen (15) Business Days following the expiration date of the Term, jointly appoint Deloitte & Touche, or such other accounting firm as may be agreed to (“Auditors”) to conduct an audit of the accounts of the Business. The auditor shall, within thirty (30) days from its engagement, prepare and deliver to the Parties an audited balance sheet to be made up as at the expiration date of the Term and an audited profit and loss account for the period from the Distribution Date to the expiration date of the Term in respect of the Business, in accordance with the Generally Accepted Accounting Principles of the PRC. The costs and expenses of engaging the Auditors shall be borne by Service Recipient (or its designee). The balance sheet and profit and loss account prepared by the Auditors shall, in the absence of manifest error, be final and binding on the Parties. The Auditors shall be deemed to act as an expert and not as an arbitrator.

Post-termination Revenues and Expenses. To the extent that any payment, rebate or refund is made to Service Provider in respect of the Business after the expiration date of the Term, Service Provider shall receive the same as trustee, place the same in a separate bank account, record the payment separately in its books, and account to Service Provider for the same within five (5) Business Days after the end of each calendar month for all funds collected during such calendar month. To the extent that any cost or expense is paid by Service Provider after the expiration date of the Term in connection with the Business arising from an act, event or circumstance that occurs during the Term, Service Provider shall provide Service Recipient with all relevant invoices, receipts and contracts, as the case may be, and Service Recipient shall, upon verifying the documents provided, pay to Service Provider within five (5) Business Days after the end of each calendar month for all payments made by Service Provider arising from or in connection with the Business during such calendar month.

Definitions

Definitions and interpretation of words and expressions used in this Schedule shall be as set forth below:

“Auditors” has the meaning set out in “Pricing and Payment Terms”.

“Assets” means the assets of Service Provider relating primarily to, used primarily in, or arising primarily from, the Business, to be transferred to Service Recipient pursuant to the Asset Purchase Agreement, dated ___________________, 2011 between Service Provider and Service Recipient.

“Business” has the meaning set out in “General Service Description”.

“Business Days” means, for the purpose of this Schedule, a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open in the PRC for the transaction of normal banking business.

“Business Contracts” means customer contracts, supplier contracts, and all other contracts and engagements entered into and orders placed or received (a) on or before the Distribution Date by or on behalf of Service Provider in connection with the Business and which at Distribution Date remain (in whole or in part) to be performed; and (b) during the Term.

“Business Information” means all information relating to the Business, existing at the Distribution Date or otherwise arising during the Term, including but not limited to details of customers, suppliers, distributors and agents, sales targets, sales statistics, market share statistics, market surveys and information relating to future business development or planning, information relating to discounts, commissions and rebates received and/or paid and litigation or legal advice, in whatever form (including computer disks or tapes) that information may be recorded or stored.

“Business Records” means all books and records in whatever form (including computer disks or tapes) containing or relating to Business Information or on which Business Information is recorded or stored.

“Employees” means the employees physically located at the Premises, employed by Service Provider to support the Business immediately prior to the Distribution Date, a list of whom is stated in the Annex.

“Employees Transfer Date” has the meaning set out in “Transfer of Employees”.

“Monthly Costs” has the meaning set out in “Pricing and Payment Terms”.

“Parties” mean collectively, Service Provider and Service Recipient of this Schedule, and a “Party” means either of them.

“PRC” means the People’s Republic of China excluding, for the purpose of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan.

“Premises” has the meanings set out in “Location”.

“Representatives” means, the Service Owners identified under the section entitled “Service Owner” or such other person(s) designated by Service Recipient (or its designee) from time to time.

“RMB” means Renminbi, the lawful currency of the PRC.

“Service” has the meaning set out in “General Service Description”.

“Term” has the meaning set out in “Term and Option”.

“USD” means United States Dollars, the lawful currency of the United States of America.

Annex

List of Flow Control Employees in Wuxi

The employees who are retained by Service Provider to provide the Services are set forth below:


		Date of Commencement of Employment with
Name of Employees	Position	Service Provider

SCHEDULE AB16
BASIC TIME AND MATERIALS SUPPORT

Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term in the Agreement. The Services provided hereunder are subject in all respects to the terms and conditions of the Agreement, except where expressly noted.

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

ITT Corporation
Daryl Bowker	TSA Manager	Office:	Daryl.bowker@ittcorp.com

Service Recipient’s Contact

Xylem Inc.
Tim Coogan	TSA Manager	Office	Tim.Coogan@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation

Service Receiver: Xylem Inc.

TERM AND OPTION

The Term shall be 18 months commencing on the Distribution Date. There shall be no Minimum Service Period

GENERAL SERVICE DESCRIPTION

Service Receiver may need assistance after the Distribution Date from the Service Provider for miscellaneous services, including but not limited to consulting, advisory, knowledge transfer and other similar services in various areas including, but not limited to finance, tax, accounting, insurance, treasury, human resources and communications, which are not already provided for under all of the other TSAs between ITT Corporation, Xylem Inc., and Exelis Inc.

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).

To utilize this TSA Schedule, employees of Service Receiver should request such services via email or telephonically where both parties have a clear expectation of the estimated number of hours of assistance being requested. For projects that are expected to require more than 5 to 10 hours of assistance a one or two paragraph project plan should be agreed to in order to avoid misunderstandings. The project plan should be put together by the Service Provider’s “Expert “with respect to the requested services.

Employees of Service Receiver should advise their TSA manager that a request for services has been made together with a description of such services requested and the estimated number of hours requested.

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

employed by Service Provider, Service Provider will, at the request of the Service Receiver, use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below under Notice Requirements, except in cases where services are provided outside of the United States, in which case invoices will be created by the Service Provider’s legal entity in the country where the services are being performed and invoiced to the Service Receiver’s legal entity that requested the services in the Service Provider’s local currency. The bill will cover all charges for services under this Schedule from Service Provider and, to the extent reasonably feasible, will be itemized among Service Receiver’s legal entities if identified by the Service Receiver when requesting the service. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the US dollar amount per Expert.

The Experts shall track their time on either a time sheet or any other proper method such as the utilizing the time sheet attached hereto and Service Provider agrees that the time sheets will accompany the invoice that is sent to the Service Recipient for payment. In cases where the requested services are expected to take longer than 30 days to complete, the Service Provider will be allowed to invoice the Service Receiver once per month for all costs incurred to date.

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule.

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

ITT Corporation
240 Fall Street
Seneca Falls, NY 13148
Attention: Daryl R. Bowker

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

Xylem Inc.
1133 Westchester Avenue
Suite 2000
White Plains, NY 10604
Attention: Tim Coogan

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services in accordance with Service Providers documented travel policies and any incremental out of pocket costs incurred by the Service Provider in order to provide the requested services that are invoiced by unaffiliated 3^rd parties. Service Provider agrees to provide vendor invoices as backup to the Service Receiver when invoicing the Service Receiver under the terms of this TSA.

The hourly rates below includes a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.


Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour


*		Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

SCHEDULE AB17
MANUFACTURING SERVICES TSA
SCHEDULE FOR VADODARA INDIA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Service Provider	General Manager, ITT
Rabi Burman	Corporation India Pvt Ltd.
	Plot No 731A, GIDC Savli,
	Manjusar, Savli Road.
	Vadodara, Gujarat 391 770		Rabi.Burman@itt.com

Service Recipient	President, Xylem Water
Sam Yamdagni	Solutions India Pvt Ltd.
	Plot No 731B, GIDC Savli,
	Manjusar, Savli Road.
	Vadodara, Gujarat 391 770		Sam.Yamdagni@itt.com

PARTIES TO THE AGREEMENT

	1.		Service Provider — ITT Corporation India Pvt. Ltd.

	2.		Service Recipient — Xylem Water Solutions India Pvt. Ltd.

GENERAL SERVICE DESCRIPTION

	1.		Manufacturing of Xylem products

	2.		Finance & Accounting Services

	3.		Accounts Payables Services

TERM AND OPTION

	1.		Minimum Service Period — 2 months — Commencing on the Distribution Date

	2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Manufacturing Services TSA Schedule for India (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2 of the Agreement.

	3.		Service Recipient shall have the option to renew at 1.0 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 15 days prior to the end of the Minimum Service Period.

Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1^st 3 months with 1 month advance written notice to the Service Provider

SERVICES TO BE PROVIDED

Manufacturing of Xylem products

	a.		Provide order acknowledgement to Xylem India for the orders placed

	b.		Manufacture Xylem products based on orders placed by Xylem India and supervised by Xylem India employees seconded to ITT

	c.		Use Xylem assets and processes currently employed in Baroda and manufacture products per SOPs

	d.		Manage the factory employees seconded to ITT by Xylem

	e.		Place orders to suppliers on a timely manner and manage inventories in order to properly supply & fulfill customer orders

	f.		Ship finished goods directly to Xylem customers as requested in the purchase order

	g.		Maintain records of purchase cost based on latest purchase price as per BOM, stores and spares and packing material purchased for products manufactured by Xylem Water Solutions India Private Limited

	h.		Invoice Xylem for the manufacturing services on a monthly basis

Finance and accounting services

	a.		Maintain general ledger and chart of accounts

	b.		Reconcile balance sheet accounts at a minimum of once per quarter

	c.		Close books and prepare local financial statements monthly on a timely basis

	i.		US GAAP financial statements will be prepared as required by the Indian Government

	ii.		File required local statutory financial statements with the authorities in a timely manner

	iii.		File required US GAAP financial statements (P&L and Balance Sheet) in both local currency and on a US FAS 52 basis with the Service Recipient’s parent company by the 1^st Monday after the closing date

	d.		Prepare and file all required statutory reports with the appropriate governmental authorities on a timely basis

	e.		Fixed Asset accounting

Maintain detailed fixed asset subsidiary ledger and reconcile to general ledger

	f.		Provide required support to Service Recipient’s internal & external auditors

	g.		Provide required support for government audits

	h.		Respond to special requests from service recipients legal advisors

	i.		Prepare monthly financial forecasts

	j.		Respond to Service Recipient’s ad hoc requests for financial data in a timely manner within reason

Accounts Payable Services

	a.		Process vendor invoices for payment twice per week (provided Service Recipient has made available to Service Provider sufficient funds)

	b.		Perform 3 way match in Accounts payable system

	c.		Review invoice approvals

	d.		Maintain PO balance when partial shipments

	e.		Maintain form control over purchase orders (Note: all other purchasing department activities to be performed by the Service Recipient)

	f.		Invoice coding to general ledger account

	g.		Process vendor check run once per week

	h.		Process vendor wire transfers twice per week

	i.		Review and process travel expense reports and travel advances twice per week

	j.		Process payroll child support withholding payments on a weekly basis

	k.		Process employee savings fund withdrawal requests twice per week

LOCATIONS

IP facility located at the following address;

Plot No 731A, GIDC Savli, Manjusar, Savli Road.
Vadodara, Gujarat 391 770, India

PREREQUISITES/DEPENDENCIES

After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US$20.00

	b.		Professional — US$30.00

	c.		Management — US$77.00

In the event of 3^rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3^rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law.

TAX STATUS

	1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in India

	2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in India

	3.		Service Provider takes credit of service tax paid on employee secondment

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

	1.		Service Provider — Joanne Scalard

			1133 Westchester Ave

			White Plains, NY 10605

	2.		Service Recipient — Dan Kelly

			1133 Westchester Avenue

			White Plains, NY 10605

NOTICE REQUIREMENTS


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

PRICING & PAYMENT TERMS

The monthly charges for contract manufacturing services provided under this TSA will be calculated on actual basis and the Service Provider will add 15% margin to the actual costs incurred.

	a.		Service Recipient has an option to extend the TSA for another 3 months at the same monthly rate

	b.		Service provider calculates all variable costs monthly — direct material and other costs (PPV, packaging, stores & spares, freight, customs, related to the manufacturing activity) and invoices the Service Recipient

	c.		Service Recipient will charge as service fee 5% of the cost of Direct Labor and Indirect Labor being supplied (seconded) to the Service Provider

	d.		Service Provider will credit Service Recipient labor fees from the overall monthly charges

	e.		Refer to the table below for monthly calculation for the contract manufacturing fees

	2.		All Invoices are payable in Indian Rupees (INR).

	3.		Invoices will be prepared monthly and mailed to the service recipient via email or regular mail.

	4.		Service Provider to attach additional backup of all variable costs (direct materials, attached to these invoices

	5.		The 1^st invoice will be dated on the last day of the financial closing in November

	6.		Invoice payment terms are net 30 days from invoice date.

	7.		Subsequent invoices will follow every 30 days

SCHEDULE AB18
SERVICES TSA ANNEX FOR
AXMINSTER

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to: John Veness

PARTIES TO THE AGREEMENT






	1.		Service Provider: ITT Industries Ltd.

	2.		Service Recipient: Lowara (UK) Ltd.

GENERAL SERVICE DESCRIPTION

	1.		Operations Services

	2.		Import/Export Services

	3.		INTRASTAT Compliance Services

TERM AND OPTION

	1.		24 months — Commencing on the date of the separation into 3 companies

	2.		The 24 month Term shall not be extended. Service Recipient will have the option to terminate this agreement at any time after the 1^st 12 months with 6 months advance written notice to the Service Provider.

SERVICES TO BE PROVIDED

Operations Services

	a.		Lowara may need the services of ITT’s personnel for assistance with operations reporting.

	b.		Lowara may need the services of ITT’s personnel for assistance with operational processes including quality control.

Import/Export Services

	a.		Lowara may require the assistance of ITT personnel in the matters of export and import processes.

	b.		Lowara may require the assistance of ITT personnel in the matters of export and import regulatory compliance.

INTRASTAT Services

	a.		Lowara may require the assistance of ITT personnel for collecting information for INTRASTAT.

	b.		Lowara may require the assistance of ITT personnel for reporting information to the governmental authorities for INTRASTAT.

LOCATIONS

Lowara facility located at the following address:

Lowara (UK) Ltd.
Millwey Rise Industrial Estate
Axminster EX13 5HU, United Kingdom

PREREQUISITES/DEPENDENCIES

1.		Real Estate Sublease is in effect.

2.		Service Recipient will follow all of Service Provider’s Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipient’s use of the pump testing facilities.

3.		Service Recipient’s customers will be granted access to the test facility along with Service Recipient’s representatives for a customer witnessed pump test.

4.		Service recipient is precluded from hiring Service Provider’s employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated.

5.		In the event of 3^rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3^rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United Kingdom

2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in the United Kingdom

3.		VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient

BILLING LOCATION

Lowara (UK) Ltd. Millwey Rise Industrial Estate Axminster EX13 5HU, United Kingdom

SERVICE LEVEL


1.		Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment.

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above.

NOTICE REQUIREMENTS


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

PRICING & PAYMENT TERMS

1.		The hourly fixed charge for Operations services, Import/Export services, and INTERSTAT Compliance services will be Cost plus 2% - 10% per hour for the term of this agreement — Payable in British Pounds.

2.		The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%.

3.		Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, and the number of hours spent providing the service.

4.		There will be no additional backup attached to these invoices.

5.		Invoice payment terms are net 30 days from invoice date.

SCHEDULE AB19
TESTING SERVICES TSA SCHEDULE FOR INDIA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

PARTIES TO THE AGREEMENT

1.		Service Provider — ITT Corporation India Pvt. Ltd.

2.		Service Recipient — Xylem Water Solutions India Pvt. Ltd.

GENERAL SERVICE DESCRIPTION

Testing services for Xylem products using IP test bed infrastructure in the Baroda plant

TERM AND OPTION

1.		Minimum Service Period — 22 months — Commencing on the Date of physical separation of Service Provider and Service Recipient. Physical separation occurs when Xylem manufacturing operations move in to the new Service Recipient plant.

2.		The Hourly Costs are set forth below under Pricing & Payment Terms.

3.		Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the ^1st 12 months with 1 month advance written notice to the Service Provider

4.		This Agreement cannot be extended beyond 24 months after the Distribution Date.

SERVICES TO BE PROVIDED

1. Testing of Xylem products

	a.		Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products

	b.		Service Provider also provides tools, equipment and personnel to fully validate a product

	c.		Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents

	d.		Service Provider provides full report(s) on the results of the test and performance of the products

	e.		Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient

	f.		Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Xylem

	g.		Service Recipient or its agents or its customers will have access to the control room in order to witness the test.

	h.		Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products

LOCATIONS

1. IP facility located at the following address;

Plot No 731A, GIDC Savli, Manjusar, Savli Road.
Vadodara, Gujarat 391 770, India

PREREQUISITES/DEPENDENCIES


1.		After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US$20.00

	b.		Professional — US$30.00

	c.		Management — US$77.00

At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location. 3. In the event of 3^rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3^rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Indian Law.

TAX STATUS


1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in India

2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in India

BILLING LOCATION
NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1.		Service Provider — Joanne Scalard

		1133 Westchester Ave

		White Plains, NY 10605

2.		Service Recipient — Dan Kelly

		1133 Westchester Avenue

		White Plains, NY 10605

NOTICE REQUIREMENTS


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

PRICING & PAYMENT TERMS

The hourly fixed charge for testing services provided under this TSA will be cost plus 10% to 15% handling charges.

Year 1 handling charges: 10% to 15%. Year 2 handling charges: 10% to 15%

2.		Refer to the table below for the pricing details

3.		All Invoices are payable in Indian Rupees (INR).

4.		Invoices will be prepared monthly and mailed to the service recipient via email or regular mail.

5.		The 1^st invoice will be dated on the last day of the financial closing in December 2011

6.		Invoice payment terms are net 30 days from invoice date.

7.		Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient doesn’t use any testing services in any given month, Service Provider doesn’t have to provide an invoice.

Details

INR

USD

Source

Sale Value (To end Customer)

—

Add

Taxes

—

Total Sales Value

—

Less

Actual Cost of Material

—

Less

PPV

—

Less

Actual Cost of Packing Material

—

Less

Actual Cost of Stores & Spares

—

Less

Actual Cost of Freight

—

Less

Actual Customs cost

—

Total Cost

—

Margin

—

Manpower Deputation Charges

Debit Note Basic Value

Add

Service Tax

Xylem DN to ITTCo

Notes


1		Invoices shall be raised on a monthly basis

2		All data will be from ERP Lx

3		Freight & Customs data will be based on actual bills booked


Xylem Manpower Deputation Charges			(INR)
Salary Cost	Cost - Aug		Margin
DL
Overheads
S&M		—
G&A		—
Total

Schedule AC1
ACCOUNTS PAYABLE, SUPPLIER
PAYMENT AND SALES & USE TAX
SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Accounts Payable, Supplier Payment and Sales and Use Tax Services for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

Provide Accounts Payable, Supplier Payment and Sales and Use Tax Services:

Sales and Use Tax Services — The Service Provider will provide:

SS-AP-SP -01

Accounts Payable and Supplier Payment Processing Services

• The Service Provider based on Sales and Use tax data received in a predefined form from the Service Receiver’s Business Units, will prepare the Sales and Use Tax Returns. A list of all valid Service Receiver Business Units is found in Attachment A.

720 Returns per Year

• The Service Provider will file all required Sales and Use Tax Returns together with payments that are required. The Service Provider will send copies of the Returns to the appropriate Service Receiver Business Units.

720 Returns per Year

• The Service Provider, on receipt of phone calls and emails, will respond to routine inquiries and correspondence from the various jurisdictions.

• Taxware Configuration Support — The Service Provider on receiving Jurisdiction Change information from the Service Receiver will configure jurisdictional tax obligations. The Service Provider on receipt of a request from the Service Receiver will provide Use Tax information (via the ZUSE_TAX report) to the Service Receiver.

• Value Added Tax (VAT) Recovery Support — The Service Provider will review vendor invoices for VAT charges, and submit VAT included invoices to 3^rd party (Meridian) for submission to VAT Taxing Authorities. Upon receipt of a VAT refund check from the Service Receiver’s 3^rd party (Meridian), Service Provider will provide the funds to the Service Receiver’s Business Unit.

Cost plus 2% - 10%

Accounts Payable and Supplier Payment Vendor Master Data Maintenance:

• The Service Provider on receiving Service Receiver approved remit-to vendor set-ups and update requests submitted via the vendor portal, will utilize address standardization and duplicate checking to review and approve or reject the vendor request. If approved, the add/changed Vendor information will be updated in the vendor master within 1 hour between the hours of 8:00am and 5:00pm EST.

• The Service Provider on receiving a Credit Reference Request form, will forward the request to the Service Provider’s Banking partner (Citibank) where they process the request.

• The Service Provider after receiving electronic banking details from the Service Receiver or their Vendor, adds all Banking Details. The Service Provider requires complete (per banking requirement instructions) electronic banking details be sent to the Vendor Administrator, and will be processed within 48 hours.

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

• The Service Provider reserves the right to be the sole owner and administrator of Master Programs, Tables, Data, and Application Security and Access controls will as necessary get joint approval from all Service Receivers for those proposed changes that will impact another Service Receiver.

In addition, the Provider will provide the following services: Complete SAP Month End jobs and reports to support postings.

Accounts Payable and Supplier Payment Document Management and Processing:

• The Service Provider will pick up mail from the Service Receiver’s Seneca Falls Post Office Box.

159,878 Documents
per Year

• The Service Provider on receiving incoming documents (e.g., mail, fax, non-Service Receiver email) from the Service Receiver or Service Receiver’s Suppliers, are opened, reviewed, and scanned into SAP within 1 business day, and are indexed within 2 business days. Priority documents are indexed within 1 business day. The Service Provider’s Document Processing and Help Desk Teams determine priority. Upon completion of indexing, the documents route to either the Check Request portal for further input by the Service Receiver or on to Document Processing for matching by the Service Provider.

• Non-compliant workflow handling — Accounts Payable document received by the Service Provider, which does not contain sufficient information to be indexed, is routed to the Service Receiver for Non-Compliant Workflow review. The Service Receiver must provide direction to the Service Provider prior to any additional processing.

• Duplicate Checking — The Service Provider for each Accounts Payable document received compares it to previously received and processed documents to ensure no duplicate invoices are processed, and will delete duplicate as necessary.

• The Service Provider will store all Service Receiver’s Invoices and attachment information onsite and off-site with an external document storage vendor (Iron Mountain).

Accounts Payable and Supplier Payment Document Processing:

• The Service Provider will for all Purchase Order related invoices either 2 or 3 way match them. Any documents found by the Service Provider having exceptions or needing approvals, are parked for review by the Service Receiver, all matched documents are posted.

241,547 Documents
per Year

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

• The Service Provider receives electronic documents via interface from the Service Receiver or an internal business group within Provider. Documents are received and posted automatically unless an exception exists. A combination of one or more of these components: PO, tax review, and an Accounts Payable document can be received from the Service Receiver or an internal business group within Provider. The Service Provider will retain all hard copy invoices for DCAA audit requirements.

84,587 Documents
per Year

• For Service Receiver’s Business Units that cannot support foreign currency payments through Receiver’s Purchase Order systems, the Service Provider requires additional processing prior to payment. Invoices received in a currency other than USD and CAD require an update to the Purchase Order prior to invoice posting. The Service Provider will provide the Service Receiver the converted USD or CAD value, so that the Purchase Order can be updated to match the provided amount.

• The Service Provider determining any Accounts Payable document that does not pass the 2 or 3 way match or requires approval, must be parked for review by the Service Receiver.

• The Service Provider on receiving returned ‘parked’ documents from the Service Receiver, will:

• Process the returned corrective actions for each ‘parked’ document, specified by the Service Receiver. The Service Receiver must review each ‘parked’ document.

• Review the directions provided by the Service Receiver and either post, delete, delete and recreate, or re-park the document based on the comments provided by the Service Receiver and the ability to match the document

• No item in the processing queue should remain in the queue greater than 5 business days. On a daily basis the processing team will also work priorities based on status and due date.

• The Service Provider will review upon receipt of a One-Time Vendor check request submitted via the check request portal from the Service Receiver, will be reviewed by the Service Provider, and sent to the Service Receiver’s approver regardless of approval limit.

• The Service Provider on receiving Stop Payment and Void notifications from the Service Receiver’s bank, will process Stop payments and voids within SAP (in conjunction with Treasury processing with the bank) and Invoice reversals when necessary.

521 Requests per
Year

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

Accounts Payable and Supplier Payment Vendor Payment Processing:

• The Service Provider will execute Payment runs on Mondays, Wednesdays, and Fridays (excluding USA and Canadian holidays) at 8:00am EST, for those invoices, which have reached to their Due Dates, and transmit Payment file to the Service Receiver’s Bank.

1,368 Payment Runs
per Year

• The Service Provider will review any exceptions from the payment process, and will update the system accordingly.

• The Service Provider on receipt of a Vendor Refund request from the Service Receiver, or a returned payment from the Post Office, will process them appropriately

• The Service Provider on receipt of an Emergency request, will provide to the Service Receiver Emergency payment services. These services are processed from Seneca Falls, between 1:00pm and 2:00pm EST daily excluding USA/Canadian Holidays. All overnight instructions are to be provided in advance. This service should be reserved for true emergencies only based on the urgency of the transaction (shut-offs which severely impact business operations) subject to approval by Service Provider. Emergency Check requests received by the Service Provider after 2:00pm EST are subject to additional charges.

• The Service Provider will process Intercompany Payments twice each month.

Accounts Payable and Supplier Payment Help Desk Processing — The Service Provider will provide Help Desk services to the Service Receiver:

• The Service Provider will receive inquiries via Issuetrak from the Service Receiver or their Vendors are received and recorded centrally. The Service Provider will create Tickets, assign priority and will be resolved by the Service Provider Help Desk staff or appropriate resources.

4,376 Internal User
Inquiries per Year

• The Service Provider will receive approved User ID requests through Issuetrak from the Service Receiver, and will update the appropriate user access information necessary to provide user access.

• The Service Provider will provide access to applications through user request form(s) submitted by Service Receiver via Service Provider P2P Help Desk tickets for authorized service receiver users. Service Provider will maintain and reset SAP user passwords and application security through Provider P2P Help Desk requests. Service Provider will monitor and restrict unauthorized access to source code and data. User add/update/delete requests will be completed within three (3) business days of receipt of complete, approved form.

176 Requests (Adds, Deletes, and Updates) per Year

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

• Tickets are assigned a priority of High, Medium and Urgent. High tickets are resolved within 1 business day, and Medium tickets are resolved within 2 business Days. Urgent priority tickets are responded to within 1 hour, during normal Service Provider business day. Tickets classified as User set-ups and others are completed within 3 days.

The Service Provider will receive approved User ID requests through Issuetrak from the Service Receiver and will update the appropriate user.

Accounts Payable and Supplier Payment Reporting and Processing:

• Daily Reporting — The Service Provider will continue to provide any daily reports currently provided to the Service Receiver automatically through email or SAP inbox.

11 Postings per
Business Unit per
Month (month-end
processing)

• Month-End Processing — All transactions posted throughout the month are accounted for at month end and updates sent to the Service Receiver’s Business Units for posting on their ledger. Reports are sent to Service receiver via an email or SAP inbox.

• Year-End Processing — All parked documents as of 12/31 are completed and recreated in the new fiscal year via an electronic message.

• 1099’s — Service Provider will consolidate all transactions posted against vendors labeled as 1099 vendors throughout the year for 1099 issuance and filing. Service Receiver must continue to provide any non SAP 1099 data to the Service Provider and review and obtain W-9 for all One Time Vendor requests for 1099 compliance.

Accounts Payable and Supplier Payment Audit Support:

• The Service Provider will continue to provide existing reporting, invoice copies, and payment information (in conjunction with Treasury) upon audit request. Service Receiver will be responsible for transactions for which Service Provider systems are not the system of record.

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

SS-AP-SP -02

P2P Delivery
Environment
Application Support
Services

534 SAP Users
241,547 Invoice
Postings per Year
44,022 New Purchase
Orders Created per Year

• P2P Delivery Environment Testing Support - Support of Receiver requested testing cycles are included in services during the TSA with the following exceptions to be treated as supplemental services and charged via Time and Materials Based on Additional Pricing Section:

• Testing requiring a client refresh more than twice a year.

• Test requiring run and verification of a full month-end close where Provider and Receiver are not in consensus that the change has an impact to month-end close.

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
SS-AP-SP -03	Accounts Payable and Supplier Payment & P2P Delivery Environment Migration	Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include: • Support of data extraction requests from the Service Receiver • Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and current state functional data mapping	Time and Materials Based on Additional Pricing Section




SS-AP-SP -04	Accounts Payable and Supplier Payment & P2P Delivery Environment Knowledge Transfer	Service Provider will provide the following knowledge transfer services: • Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Accounts Payable and Supplier Payment; Sales and Use Tax; and P2P Delivery Environment services	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Accounts Payable and Supplier Payment Processing by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Seneca Falls, USA to other USA and Canada locations.

PREREQUISITES/DEPENDENCIES

•		If Service Receiver or their Supplier(s) provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear extraordinary cost and external fees incurred to rectify the issue.

•		The Service Receiver, will strive to see that all invoices sent by their Suppliers are sent directly to Seneca Falls and must reference a valid Purchase Order number (where applicable), in order for the Service Provider to meet existing Service Levels.

•		Any external fees associated with late returns due to the Service Receiver missing these requirements (3 bullets below) is the responsibility of the Service Receiver

•		The Service Receiver will furnish to the Service Provider relevant and accurate Sales and Use tax data by the end of the second week after each month end closing or the 10^th of the month, whichever comes first.

•		The Service Receiver will be responsible to register with appropriate Taxing Authorities for any new locations (Business Units). The Service Receiver will ensure that the applicable tax registration information will be provided to the Service Provider in a timely fashion.

•		The Service Receiver will be responsible for updating and maintaining any changes with existing registrations with Taxing Authorities. Notification of changes will be provided to the Service Provider, if applicable.

•		The Service Receiver is required to ensure accuracy of the vendor master records used in the transactions including: address, and terms from the vendor master or Purchase Order. The Service Provider is responsible for vendor remit to maintenance and accuracy.

•		The Service Receiver is responsible for the cost and outstanding liabilities of any additional Service Receiver location, not found in Attachment A, prior to the Service Provider providing services.

•		Service Receiver will maintain the interfaces documented in Attachment B.

•		Service Receiver must have one of following the ERP systems active and maintained along with associated interfaces for the duration this agreement is in effect: Order Management System (OMS) and Infinium.

•		Service Receiver must have MQ Series active and maintained for the duration this agreement is in effect.

•		Service Receiver will support testing as required for changes implemented by Service Provider for BAU enhancements or where mandated by any 3^rd party vendor support, e.g. SAP. Where enhancements require extensive testing by the Service Receiver, Service Provider will get approval from Service Receiver.

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The P2P Delivery Environment scheduled downtime will be Mondays and Tuesdays from 10:00 PM to 3:30 AM ET and Sundays from 1:00 AM to 8:00 AM ET.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A

The Service Provider will perform services on behalf of the Service Receiver, to the following Service Receiver Business Units:


Pre-day 1
Company Codes	Company name	City
1005	ITT Communication Systems	Fort Wayne

1010	ITT Electronic Warfare/Electronic Systems	Clifton

1018	ITT Defense HQ	Seneca Falls

1160	ITT Advanced Engineering & Sciences	Reston

1165	ITT Radar Systems (Gilfillan)	Van Nuys

1170	ITT Defense HQ	McLean

1180	Night Vision	Roanoke

1185	SSD	Rochester

1186	SSD	Rochester

1190	ITT Communication Information Systems (CIS)	Colorado Springs

1191	Systems — HQ	Colorado Springs

1195	Systems — SSI	Colorado Springs

1198	Systems — FSIC	Colorado Springs

1199	ITT Communication Systems Colorado Springs	Colorado Springs

1200	ITT Communication Systems CNS	Charleston

NOTES:

	1)		All times noted are U.S. Eastern Time Zone

	2)		Hours quoted are business hours (i.e. Monday — Friday excluding local Holidays) only, excludes Saturday and Sunday

	3)		A “business day” equals 24 hours

ATTACHMENT B


Interface Name	Business Purpose	Source	Destination	Frequency
Vendor	Central Vendor Master Maintenance	Service Provider	Service Receiver	Real-time
Purchase Order	Purchase Order add, change, delete	Service Receiver	Service Provider	Real-time
Receipts	Receipt posting and reversals	Service Receiver	Service Provider	Real-time
Invoice Posting	Invoice posting and reversals	Service Provider	Service Receiver	Real-time
Invoice Payment	Payment posting and reversals	Service Provider	Service Receiver	Real-time

Month End Reconciliation:

ME_APRECLS	ME A/P trade reclass	Service Provider	Service Receiver	Month End
ME_FCREVAL	ME Foreign Currency revaluation	Service Provider	Service Receiver	Month End
ME_HCR	ME Headquarter cash reclearing	Service Provider	Service Receiver	Month End
ME_ICRECFX	MW Intercompany FX reclass	Service Provider	Service Receiver	Month End
ME_ICRECLS	ME Intercompany Payables reclass	Service Provider	Service Receiver	Month End
ME_OCR	ME Uncleared Cash reclass	Service Provider	Service Receiver	Month End
ME_SMLDIFF	ME Small Difference balancing	Service Provider	Service Receiver	Month End
ME_SSF	ME Shared Service Fee — P2P	Service Provider	Service Receiver	Month End
ME_SSFEBUY	ME Shared Service Fee — eBuyITT	Service Provider	Service Receiver	Month End
ME_TAXRCLS	ME Sales & Use tax reclass (for self-assessed tax)	Service Provider	Service Receiver	Month End
ME_VDPFX	MW Vendor down payment	Service Provider	Service Receiver	Month End

Schedule AC2
eBuyITT INVOICE PROCESSING
SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform eBuyITT Invoice Processing Services for Service Receiver.

SCOPE OF SERVICES

Minimum
Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide eBuyITT Invoice Processing Services:

8,418 Hard Copy
Invoices Annually*
/ 34,693 Invoices
Annually

2,800 Transactions
Annually

SS-eBuyITT- -01

eBuyITT Invoice
Processing Services

8,418 Hard Copy
Invoices Annually*
/ 34,693 Invoices
Annually

• Vendor File Maintenance — The Service Provider will receive vendor master data for new vendor setup from an internal business unit to perform Vendor File Maintenance.

As Needed Basis

Cost plus 2% - 10%

8,418 Hard Copy
Invoices Annually*
/ 34,693 Invoices
Annually

As Needed Basis

• eBuyITT Aged-Invoice Workflow Notification — Service Provider will perform routine communication of aged open invoices requiring Service Receiver triage and action.

As Needed Basis


*		Note: The BAU transaction volume for hard copy invoices, and not the total invoice volume (i.e., both electronic and hard copy), will be used as the pre-distribution date baseline to calculate changes in service volumes (plus or minus 10%) as defined in the next section.

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

SS-eBuyITT-02	eBuyITT Invoice Processing Services Migration	• Support of data extraction requests from the Service Receiver

		• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and current state functional data mapping	Time and Materials Based on Additional Pricing Section

SS-eBuyITT-03	eBuyITT Invoice Processing Services Knowledge Transfer	Service Provider will provide the following knowledge transfer services:
		• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to eBuyITT services	Time and Materials Based on Additional Pricing Section

Supplemental Services

LOCATIONS

Services are initially provided from Palm Coast, FL USA to other USA locations.

PREREQUISITES/DEPENDENCIES

•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).

•		If Service Receiver or their suppliers provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) and utilize Perfect Commerce as the eProcurement platform for the duration this agreement is in effect.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE AC3

P-CARD TRANSACTION PROCESSING

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform P-Card Transaction Processing Services for Service Receiver.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide P-Card Transaction Processing Services:

410 Transactions
Annually

SS-PCard
Processing-01

P-Card Transaction
Processing Services

130 Transactions
Annually

“Cost plus 2% - 10%”

21 Transactions per
Month

As Needed Basis

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver
SS-PCard Processing-02	P-Card Transaction Processing Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, and functional data mapping	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

SS-PCard Processing-03	P-Card Transaction Processing Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to P-Card Transaction Processing services	Time and Materials Based on Additional Pricing Section

Supplemental Services

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver, or their Supplier(s), provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver, in a separate and independent agreement, must utilize US Bank as the P-Card supplier for the duration this agreement is in effect.

	•		Service Receiver must actively be engaged on the GSCS Service Agreement from Global Supply Chain Services (GSCS) for the duration this agreement is in effect.

	•		Service Receiver must maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt) and payment settlement interface (Treasury) for the duration this agreement is in effect.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE AC4
TELECOM INVOICE PROCESSING
SERVICES (TAPS)

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Telecom Invoice Processing Services (TAPS), for Long Distance Voice and Data Circuitry, for Service Receiver.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide Telecom Invoice Processing (TAPS) Services:

2,700 Transactions
Annually

SS-TAPS-01

Telecom Invoice
Processing Services
(TAPS)

90 Transactions
Annually

Cost plus 2% - 10%

2,700 Transactions
Annually

27 Transactions per
Month

45 Transactions
Annually

Service Volumes Greater or Less Than Observed Pre-Distribution


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented in this agreement

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver

SS-TAPS-02	Telecom Invoice Processing (TAPS) Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes and functional data mapping	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

SS-TAPS-03	Telcom Invoice Processing (TAPS) Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Telecom Invoice Processing (TAPS) services	Time and Materials Based on Additional Pricing Section

Supplemental Services

LOCATIONS

Services are initially provided from Palm Coast, FL, USA to other USA locations and select EU and Asia locations.

PREREQUISITES/DEPENDENCIES

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

•		If Service Receiver, or their Supplier(s), sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•		Service Receiver must actively be engaged on the Accounts Payable and Supplier Payment TSA for the duration this agreement is in effect.

•		Service Receiver must actively be engaged in the circuitry configuration and inventory control of their networks and have Subject Matter Experts (SME) available to assist with statement processing discrepancies.

•		Service Receiver, in a separate and independent agreement, must utilize AT&T as the telecommunication data vendor.

•		Service Receiver will maintain current Cost Distribution data delivery methodologies (e.g., FTP drop site/email attachment receipt).

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Hourly Rate for Services Not Specified but Provided by Service Provider Employees (including but not limited to modifications, consulting, exit strategy development, transition, etc.) are

documented below. Such services will be provided solely at the Service Provider’s discretion. Service Provider is not obligated to provide additional services not specified in this agreement. The employee category is defined by the Service Provider. The rates documented below shall be commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE AC5
U.S
ACTIVE SALARIED ELIGIBLE
EMPLOYEES MEDICAL, PHARMACY
AND DENTAL PROGRAM

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact ITT Corporation Deborah Macchia Lisa Munoz Thomas Hickey Service Recipient’s Contact Exelis Inc. Bill Bonk John Brown	Mgr, Benefits Planning and Administration Benefits Analyst Manager, Benefits Financial Reporting Director of Global Benefits Manager of Benefits Administration.	[ ]	Deb.macchia@itt.com Lisa.munoz@itt.com Thomas.hickey@itt.com Bill.bonk@itt.com John.Brown@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation — White Plains, NY
Service Recipient: Exelis Inc. — White Plains

TERM

GENERAL SERVICE DESCRIPTION

Service Provider currently provides active medical, pharmacy(Rx) and dental administration for coverages provided through Empire and Anthem (medical), Medco(Rx), MetLife(dental) and SHPS (FSA) (Empire, Anthem, Medco, MetLife and SHPS collectively, the “Vendors”) for its U.S. Active, Salaried, Eligible Employees (“Covered Employees”). Service Provider shall keep the current contracts with the Vendors and the ITT CORPORATION SALARIED MEDICAL AND DENTAL PLAN (PLAN NUMBER) and the ITT Salaried Medical Plan and Salaried Dental Plan General Plan Terms (collectively, the “Plans”) and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. All claims of Service Recipient’s Covered Employees made under the Plans and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipient’s Covered Employees as if such employees are employees of Service Provider.

Service Provider will retain responsibility for executing funding of Claim payments and eligibility management with Vendors through December 31, 2013.

SCOPE OF SERVICES

	•		Monthly Premium billing.

	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).

	•		See General Service Description for a description of payments and billing hereunder. See Pricing for a description of the Headcount True-Up (as defined below) and reconciliation for IBNR (as defined below) Claims.

	•		Claims processing

	•		All Vendor Claims process will remain unchanged from the process as used during the 12-month period prior to the Distribution Date.

	•		The Claims appeal process will not change from the process as used during the 12-month period prior to the Distribution Date. Empire/Anthem/Medco, MetLife and SHPS will handle all appeals as provided under the Employee Retirement Income Security Act. Once all such appeals have been exhausted, escalations will be handled by Service Provider.

	•		Service Provider will pay all Claims incurred during the 2011 Plan Year.

•

Eligibility

	•		All eligibility adjustments (adding dependents, new hires, ect.) will be handled by local Service Recipient HR through the Infinium interface.

	•		The Service Recipient may add or remove employees/dependants to coverage in accordance with the terms of the Plans, generally upon a qualifying event, new hire or termination. These rules will be the same rules in effect immediately prior to Distribution Date and will remain in effect until January 31, 2012.

	•		Manual adjustments to eligibility will be handled directly with the Vendors by authorized Service Recipient local HR. These adjustments will be one off type adjustments that cannot be made through Infinium due to timing.

	•		All file transmissions to Vendors will be handled by the Exelis Inc. Fort Wayne Shared Service team under the HR/Payroll/Benefits Transition Services Agreement.

	•		All files normally maintained manually by the Service Recipient local HR departments during the twelve (12) month period prior to the Distribution Date will remain unchanged.

	•		COBRA qualifying events notices will be handled by SHPS. Service Recipient Local HR department will notify SHPS of termination of employment (as is the current practice in the twelve (12) months prior to Distribution Date). SHPS will provide election notice to Covered Employees with appropriate coverages. There is a separate Letter of Intent with SHPS, attached as Appendix B.

•

Claims payment

	•		All Covered Employee Claims made under the Plans and incurred for the 2011 Plan Year will be paid by Service Provider.

	•		Vendor administrative service charges for the 2011 Plan Year will be paid by Service Provider.

	•		Empire and MetLife maintain bank accounts which Service Provider funds daily to pay claims. Each Vendor will separate claims paid by claims incurred date.

	•		Service Provider will pay all Medical and Dental Claims incurred for the 2011 Plan Year, but submitted for payment after the end of the 2011 Plan Year but no later than allowed under the terms of the applicable Plan.

	•		MEDCO invoices bi-weekly for claims paid. Service Provider will pay for all MEDCO claims incurred for the 2011 Plan Year.

PREREQUISITES/DEPENDENCIES

Service Recipient Responsibilities

	•		Service Recipient will provide accurate and timely employee enrollments via Infinium.

	•		Service Recipient will research eligibility issues as needed.

	•		In case of inaccurate data sent to Service Provider it will be the responsibility of the Service Recipient to rectify any problems and assessments incurred.

	•		Local Human Resources/Benefits departments will support Covered Employees.

BILLING LOCATION

SERVICE LEVEL

The Service Provider will provide the same service level to the Service Recipient as it provides to its Covered Employees.

NOTICE REQUIREMENTS

ITT Corporation
1133 Westchester Avenue, Suite 3000
White Plains, NY 10604
Attn: Deborah Macchia

Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attention: Joe Daniel

PRICING

In addition to the costs specifically set forth below, Service Recipient shall also pay all routine business travel expenses relating to such Services. The below table contains the monthly

premium rates the Service Provider shall charge. The Service Recipient will be required to pay the Service Provider the monthly premium payments within ten (10) Business Days after the beginning of each calendar month. A detailed listing of Service Recipient’s Covered Employees, including the Plans and enrollment tier in which they are enrolled, will be made available to Service Provider upon its reasonable request. Each business unit has been banded 1 through 5. Depending on the assigned band the appropriate budget amount is charged to that business unit. The amounts in the table are per employee per month, by plan and coverage tier. See “General Service Description” for further detail on payment and billing for the monthly premium payments.

Medical and Pharmacy Premium

Basic

Rating

Employee

Band

Only

Family

Band 1

Band 2

Band 3

Sand 4

Sand 5

Enhanced

Rating

Employee

Band

Only

Family

Band 1

Band 2

Band 3

Band 4

Band 5

EPO

Rating

Employee

Band

Only

Family

Band 1

Band 2

Band 3

Band 4

Band 5

HDHP

Rating

Employee

Band

Only

Family

Band 1

Band 2

Band 3

Sand 4

Band 5

Dental Premium

MetLife Dental

EE+1

Family

Add FSA pricing

Additional Pricing

Hourly Rates


General Category of Employee	Hourly Rate
1. Secretarial/Administrative	$	50.00
2. Non-Executive	$	100.00
3. Executive	$	150.00

Headcount True-Up

IBNR Reconciliation

•

Reconciliation for Incurred But Not Reported (“IBNR”) Claims

	•		The premiums collected from Service Recipient hereunder will be credited to Service Provider’s active medical ledger.

	•		The amount that Service Provider should hold in reserve to cover payment for all IBNR Claims incurred for the 2011 Plan Year shall be calculated in accordance with the following procedures:

	•		This calculation will be made by June 30, 2012 using the same methods, assumptions, processes, etc. as used during the 12-month period prior to the Distribution Date to calculate the IBNR Claim reserve remaining to pay Claims incurred before January 1, 2012, but paid after June 30, 2012.

	•		Service Provider and Service Recipient will engage Towers Watson, or such other person as the parties may agree to engage (the “Calculation Agent”), to calculate the target level of the IBNR claim reserve, whose determination shall be binding and conclusive on the Service Provider and Service Recipient.

	•		The IBNR Claim reserve will have its final reconciliation calculated the Calculation Agent by June 30, 2012.

	•		If the amount held for the IBNR Claim reserve is greater than the target level of the IBNR Claim reserve, as determined herein, within ten (10) Business Days of Service Provider being notified of such determination by the Calculation Agent, Service Provider shall pay its proportionate amount to Service Recipient (based upon Service Recipient’s number of Covered Employees (as of December 31, 2011) in relation to the total number of Covered Employees (for all of the Parties to the Agreement) in the IBNR Claim reserve pool (as of December 31, 2011) (the “Proportionate Amount”)), required, when included with the Proportionate Amounts to be paid to the other Parties to the Agreement, required to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.

	•		If the amount held for the IBNR Claim reserve is less than the target level of the IBNR claim reserve, as determined herein, within ten (10) Business Days of Service Recipient being notified of such determination by the Calculation Agent and its Proportionate Amount by the Service Provider, Service Recipient shall pay its Proportionate Amount to Service Provider, required, when included with the Proportionate Amounts to be paid by the other Parties to the Agreement,

necessary to bring the amount held for the IBNR Claim reserve to its targeted level, as determined by the Calculation Agent.

Attachment A

Monthly self bill Example


Unit	Value Center	Grand Total
FTC-HQ	HQ
Motion and Flow Controls HQ	HQ
ITT Heat Transfer	RCW
ITT Bell & Gossett Division	RCW
Rule Industries	Flow Controls
Sanitaire (WPCC)	WWW
AC Custom Pump	IP
Flo-Jet	Flow Controls
Sanitaire — Royce	WWW
Sanitaire WET	RCW
Flowtronex	RCW
RCW	RCW
ITT Water Technology, Inc.	RCW
Texas Turbine Operations-Lubbock	RCW
Flygt Florida	WWW
Leopold Salary	WWW
WEDECO	WWW
ITT Flygt Corp.	WWW
Flygt-Indiana	WWW
Laing	RCW
Nova Analytics	ITT Analytics
Global Water Instruments	ITT Analytics
Bellingham and Stanley	ITT Analytics
Aanderaa Data Instruments	ITT Analytics

Attachment B

May 20, 2011

Ms. Deb Macchia
Manager, Benefits Planning and Communication
ITT Corporation
1133 Westchester Avenue
White Plains, NY 10604

RE: Trivestiture of ITT Corporation

Dear Ms. Macehia:


1. Services		Beginning on or about June 1, 2011, Company will begin implementation services to set up ITT and Water. Company will continue providing ongoing Services to the Client, including Defense, ITT and Water populations, until the Separation Date.

2. Termination Fee		Company agrees to defer implementation Fees in an amount of . Of this amount, shall be with respect to ITT ( for COBRA and for FSA, respectively) and shall be with respect to Water (for COBRA and for FSA, respectively) (the “Deferred Implementation Fees”) over the period between January 1, 2012 and December 31, 2012, which will be included in the new agreements. In the event the Service Agreement is terminated for any reason prior to the expiration the Separation Date the Client shall pay Company the Deferred Implementation Fees in accordance with the payment terms set forth in the Service Agreement.

SCHEDULE AC6

FINANCIAL SHARED SERVICES (FSS)
ACTIVE MEDICAL AND DENTAL
ADMINISTRATION

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

ITT Corporation Conrad Arnold	Director Human Resources		Conrad.arnold@itt.com

Service Recipient’s Contact

Exelis Inc. Caroline Hunt	Sr. Mgr., Benefits.		Caroline.hunt@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation — Seneca Falls, NY (IP)
Service Recipient: Exelis Inc. — Ft. Wayne, IN and Financial Shared Services, Rochester,
NY) (collectively, “Service Recipients”)

TERM

GENERAL SERVICE DESCRIPTION

Service Provider currently provides administration for the Financial Shared Services active medical through Excellus Blue Cross\Blue Shield BluePoint2 E Plan, Group

dept. 0007 and active Dental through Excellus Dental plan, Group (collectively, the “Benefit Plans”) for Service Recipients’ U.S. active, eligible employees covered under such Benefit Plans (such employees, the “Covered Employees”). Service Provider shall keep the Benefit Plans and all coverage thereunder in full force through December 31, 2011 for Service Recipient’s Covered Employees. Each Service Recipient may add or remove Covered Employees to or from coverage under the Benefit Plans as outlined under the terms of the Benefit Plans. All claims of Service Recipient’s Covered Employees made under the Benefit Plans (the “Claims”) and incurred on or prior to December 31, 2011 the (“2011 Plan Year”) will be adjudicated in accordance with the current contract and Service Provider will continue to take such actions on behalf of Service Recipients’ Covered Employees as if such employees are employees of Service Provider.

All Claims of Service Recipients’ Covered Employees made under the Benefit Plans will be paid on behalf of the Service Provider.

SCOPE OF SERVICES

	•		Monthly premium billing.

	•		Monthly administrative services billing (for administrative services billed on an hourly basis. See Additional Pricing section for Hourly Rates).

See General Service Description for a description of payments and billing hereunder

•

Administration as needed on daily basis for the Benefit Plans. The Service Provider will provide all services that were provided during the twelve (12) months prior to the

Distribution Date. The Service Provider will maintain the same level of service provided during the twelve (12) months prior to the Distribution Date.

	•		Answer any questions pertaining to medical coverage.

	•		Assist in resolving any issues that may arise regarding, medical coverage, ex. Claims, Medicare questions, etc.

	•		Add employees/dependents to the Medical coverage as needed.

	•		Reconcile and pay premiums from Medical carriers pertaining to the Exelis employees.

•

PREREQUISITES/DEPENDENCIES

BILLING LOCATION

Service Provider will provide Service Recipients a monthly invoice to their addresses set forth below through December 31, 2011. The bill will cover all charges for Services under this Schedule provided by Service Provider to Service Recipients. The invoice will contain the number of Covered Employees per tier per coverage. A detailed list of Covered Employees and dependents covered will be provided by the Service Provider upon reasonable request of the Service Recipient. All administrative functions handled by the Service Provider in the twelve (12) month period prior to the Distribution Date are contained in the fee structure set forth below. The Service Provider and Service Recipients agree to negotiate in good faith for any additional services related to the Service provided hereunder that are outside the normal course of business.

SERVICE LEVEL

The Service Provider, including the Experts, will provide the same service level to the Service Recipients as it provides to its own Covered Employees.

NOTICE REQUIREMENTS

ITT Corporation
1133 Westchester Avenue, Suite 3000
White Plains, NY 10604
Attn: Deborah Macchia

Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attention: Joe Daniel

PRICING


Coverage		Employee
(Invoicing for medical/dental premiums Only as noted below):
BluePoint POS (FSS) Active
	Employee
	Employee + 1
	Employee + Child(ren)
	Family
Dental (FSS) Active
	Employee
	Employee + 1
	Family

Additional Pricing


General Category of Employee	Hourly Rate
1. Secretarial/Administrative	$	50.00
2. Non-Executive	$	100.00
3. Executive	$	150.00

SCHEDULE AC7
POST SPIN HYPERCARE

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Post Spin Hypercare Support Services for Service Receiver.

SCOPE OF SERVICES


				Minimum
			BAU	Service
	Service		Transaction	Period	Service
Service #	Name	Description of Service	Volume	(in mo.)	Charge
		Provide Post Spin Hypercare support services:

		Facility Shutdown Services – Service Provider will provide Service Receiver with Facility Shutdown services that include:

		• Disposition of network and computer assets

		• Disposition of furniture and miscellaneous equipment; boxing of HR files, ITT logo, posters, etc.

		• Maintain working environment for remaining employees

		• Control the activation and deactivation of access cards

		• Close all third party contracts with vendors, such as food, vending machines, cable, printers, cleaning, etc.

		Program Shutdown Services – Service Provider will provide Service Receiver with Program Shutdown services that include:

IT-Hypercare-01	Hypercare Support Services	• Crisis management for final cutover, to ensure all projects go live on spin date		3*	Cost plus 2% - 10%

		• Command center support and ramp down

		• Access to TPMO and IT-SS Connect sites through ITT Co. Active Directory and VPN accounts for up to 20 people

		Financial Support Services –Service Provider will provide Service Receiver with financial support services that include:

		• Purchase Order (invoice payment) and Contract management for suppliers assisting with separation

		Miscellaneous Support Services – Service Provider will provide Service Receiver with supplemental and miscellaneous project support services that include:

		• Project management, strategy development, infrastructure consulting, etc. Prioritization and resource allocation for these services will be jointly agreed to by CIOs.

		All requests for support will be directed to and coordinated through Cindy Hoots.


*		TSA duration will end on 12/31/2011 regardless of actual spin-date.

**		Costs represent salary expense (no retention or severance) and additional facility charges for the Hanover location.

LOCATIONS

Services are initially provided from Hanover, MD, USA to other USA locations.

PREREQUISITES/DEPENDENCIES


	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		Travel and expenses will be paid by the requesting organization.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

SCHEDULE AC8
FINANCIAL & SYSTEM
DOCUMENTATION REQUIREMENTS TO
SUPPORT DCAA AUDITS OF ITT HQ
AND ITT SHARED
SERVICES
(2006 — 2011)

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Daryl Bowker	Director, ITT Shared Services		Daryl.Bowker@itt.com

William Feher	VP, ITT Internal Audit		William.Feher@itt.com

Service Recipient’s Contact

Joe Daniel	ITT Exelis, Asst Controller		Joe.Daniel@itt.com

Mark Quirk	ITT Exelis, Senior Compliance Mgr		Mark.Quirk@itt.com

PARTIES TO THE AGREEMENT

Service Provider: — ITT Corporation
Service Receiver: Exelis Inc.

GENERAL SERVICE DESCRIPTION

As a government contractor, the Service Receiver has a requirement to support future DCAA audits of open audit years 2006 through 2011. In order for Service Receiver to support DCAA’s future audits of ITT Corporation’s (including its Shared Service) Residual and Directly-Allocated Incurred Costs, Service Receiver needs copies of ITT Corporation’s (including its Shared Service) records, as defined by FAR 4.703

A-1

Service Receiver needs assistance from Service Provider to provide compliance services similar to those provided to the Service Receiver during the four years prior to October 1, 2011, for 24 months (“Minimum Term”), but not longer than 36 months from the date hereof (“Maximum Term.

In addition, to the other services provided above, Service Provider will provide office space for three Service Receiver employees (“SREEs”) to its facilities at 1133 Westchester Avenue, White Plains, NY (the “Premises”) for a minimum term of three months (the “Minimum Occupancy Term”) and a maximum term of nine months (the “Maximum Occupancy Term”). Service Provider will attempt to accommodate the Service Provider and the SREEs needs but the space provided at the Premises and the miscellaneous services described below under “1133 Premises” will not be similar to the space or services provided to such employees prior to October 1, 2011.

SCOPE OF SERVICES

The following services will be provided on a time and materials basis by Service Provider.

•

Related to the Service Provider Head Quarters (White Plains) records:

	•		The attached work plan (Schedule XX.xls) has been developed to ensure all required records are copied prior to the separation of the Company. Continued access to these records are required after the split.

	•		Access to the above identified Service Provider (White Plains NY) records is to enable Service Receiver personnel to retrieve, copy, and scan these records (2006 through 2011) to support future DCAA/DCMA audits.

	•		In addition, the Service Provider agrees to provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the Service Receiver Data Retention Work Plan). See attached worksheet called “DCAA Audit Records Work Plan”.

	•		The Service Provider agrees to retain, to the maximum extent possible, the contracts/consultant agreements that have been booked to the ITTHQ Incurred Cost General Ledger for the open audit years 2006 through 2011, as these documents as part of the DCAA audit universe.

	•		The SREEs require a copier/scanner in order that the records can be copied and scanned. The ability to electronically scan records to an ITTCo archive location will also be required.

•

Related to the ITT Shared Services data and records, the following has been agreed upon:

Service Provider (ITT Shared Services which includes ITT Transportation and Distribution Services (“TDS”), ITT Financial Shared Services (“FRC”), ITT Enterprise Infrastructure (“EI”), and ITT Global Strategic Sourcing (“GSS”)) to provide the following system-generated General Ledgers in PDF format to Service Receiver, within 36 months after the Distribution Date:

	•		Company 20 (TDS) GL Summary by Account CYs 2006 — 2011

	•		Company 30 (FRC) GL Summary by Account CYs 2006 — 2011

	•		Company 50 (EI) GL Summary by Account CYs 2006 — 2011

	•		Company 40 (GSS) GL Summary by Account CYs 2006-2011 (where applicable).

			The Service Provider and Service Receiver will work together to investigate the commercial feasibility of replicating and licensing an instance of PRMS to enable Service Receiver to obtain a soft copy of the General Ledgers by Account for the Shared Service Companies noted in 1 above (Companies 20. 30 50, and 40). All costs, including but not limited to, third party costs, costs for licensing, costs for pruning the data of IP & WTG data which also resides in the shared files, and costs incurred by the Provider for this effort shall be born 100% by the Service Receiver.

	2.		The Service Provider (ITT Shared Services) will provide the mapping and supporting documentation to the Service Receiver, as described in this Schedule for CYs 2008 through 2011.

	3.		Service Provider (ITT Shared Services) will provide Data Custodian Audit Support (supporting the DCAA audit without mapping and copying the supporting documentation for all applicable costs) for CYs 2006 — 2007. Service Provider will provide supporting documentation on a DCAA audit “as required” basis for CYs 2006 — 2007.

	4.		The Service Provider will provide the Service Receiver “Knowledge Transfer” as it relates to research, retrieval, explanation, and replication of the items listed in Section #’s 6 through # 8 below for CYs 2008 through 2011. The Service Provider will use commercially reasonable efforts to transfer the knowledge held by its employees as it relates to research, retrieval, explanation and replication of the items listed in Sections 6 through 8 below for calendar years 2008 through 2011. The knowledge transfer shall take place through multiple meetings at the Service Provider’s location at mutually convenient times over the term of this Schedule.

	5.		The following items related to the Shared Service GLs listed above will be delivered in hardcopy or scanned format to Service Provider, within 36 months after the Distribution Date:

	a.		Company 20/30/40/50 Intercompany Statements for each year CY 2008 — 2011 for allocations to ITTHQ, DEHQ, and Defense Business Units.

	b.		Allocations process mapping, which includes the budgeted allocations, interim preliminary true up allocations, Final Year-end true ups, and adjustments throughout the year.

	c.		Both Parties will work together to jointly determine the items that make up the significant portion of the allocation (which shall not be less than 80% of the actual annual cost) in order that those items be copied/scanned and provided to the Service Receiver. This effort will be a Best Efforts Level of Effort, which means the Service Provider would be empowered to hire additional employees or temporary workers and contract for significant overtime to accomplish the effort and all such costs would be born 100% by the Service Receiver, but in no case is the Service Provider required to focus so much effort on this task that it’s business is disrupted. In addition, the Service Provider will provide supporting documentation in cases where the aforementioned work plan did not meet the needs of future DCAA/DCMA audit scope (i.e. DCAA asks for a consulting agreement or journal entry support that was not part of the scope the ITT Exelis Data Retention Work Plan).

	d.		Supporting Journal Entries (JE) and JE Source data for the Intercompany Statements listed in 6.a. above for those units that submit annual incurred cost submissions to the US Government.

This list of units is identified in the attachment called “List of Defense Units for DCAA TSA.”

	e.		Mapping of how the Annual GL amounts relate to the True-ups performed and allocated to ITTHQ, DEHQ, and the Defense BUs.

	f.		Related to the GL Summaries listed in 1 above, the Service Provider will provide the following JEs and documentation that supports the annual GLs for the respective Shared Service companies, the following is also required to be provided by the Service Provider:

	i.		Mapping and documenting the process of how the JEs were booked into each GL.

	ii.		Supporting JEs for each Cost Center’s costs that were allocated to ITTHQ, DEHQ, and the Defense BUs. This list of Cost Centers is included in this TSA as an attachment called “List of Defense Units for DCAA TSA.xls” in Section 6.d.i. above.

Related to P2P and SAP invoices, for the years 2006-2011:

	a.		Service Provider will provide electronic SAP P2P Annual Reports of AP Detail by business unit to include such detail as SAP Document #, Invoice #, Account, Vendor, Date, Amount, et al.

	b.		Service Receiver will provide these SAP P2P reports, as needed, for the units in the attachment called “Defense-SAP.xls”, which will not include any additional units other than those supported in similar efforts in the past.

	c.		Service Receiver will develop at its own cost a process that will enable Service Receiver to retrieve the PDF version of the Invoice that is attributable to the specific SAP Document Number. These PDF invoices will be electronically copied from the FRC P2P System and maintained on a Service Receiver server for future use.

	d.		Service Provider will retain the original invoices (prior to scanning) for potential DCAA audits of the SAP P2P Imaging system and process until such time that those open audit years are closed., as required by FAR regulations.

	e.		A report will be developed jointly by Service Receiver and Service Provider to enable an audit trail linking the aforementioned SAP Document Number to the Citibank ACH for proof of payment to the DCAA auditors.

	f.		Service Provider will copy and provide Bank Statements to Service Receiver for use as 3^rd party proof of payment for the DCAA auditors.

Related to Program BEST:

Service Provider will provide the basis of allocation of Program BEST CY 2008 through 2010 actuals to the 4 Defense Value Centers.

Service Provider will provide copies of GL ledger details (and supporting JEs and source documentation) to support the future DCAA audit of these Program BEST costs.

Service Provider to provide details and support for the disposition of Program BEST

1133 Westchester Avenue Premises

In addition to the services provided above, Service Provider will provide office space for the SREEs at the Premises. Access will include approximately 150 square feet of work space, 2 desks and access to the internet, and phone (“SREE’s Space”). Included within the rental rate will be electrical, housekeeping, and pantry, however, a if a printer or scanner needs to be separately leased, Service Receiver will pay the extra charge. Mail and reception service will not be provided.

The Service Provider will also provide office space for the Government auditors (DCAA) until such time the Government auditors have completed their open audits. Access will include approximately 150 square feet of work space, desks and access to the internet, phone, and a printer, as is currently provided to the Government auditors (“DCAA’s Space”), until such time that its ongoing audits are complete, tentatively scheduled audit completion date is December 31, 2011. Such amounts will be billed to Service Receiver as set forth below.

General

	•		Fixed assets on the books of the Service Provider as of the date of the Distribution Date will remain the property of the Service Provider during and at the end of the term.

	•		Fixed assets on the books of the Service Receiver as of the Distribution Date will remain the property of the Service Receiver during and at the end of the term.

	•		Service Receiver shall have the reasonable right to use, and Service Provider shall at all times have exclusive control of, and operate and maintain, the common areas including the pantry in the manner Service Provider may reasonably determine to be appropriate.

•

SREEs will be permitted in the common areas and the specific location assigned to them. They will be provided with ID badges which they must wear at all times.

Prohibitions
Service Receiver is prohibited from the following without the Service Provider’s consent:

	•		Making any changes to the physical layout of the Premises or any capital improvements.

	•		Inviting or permitting any other employee or agent or guest of Service Recipient to enter the Premises, other than employees who were former Service Provider employees.- Why would that make a difference? I would think they could not bring any additional folks on site without express written approval from Provider. Service Receiver assumes all responsibility for actions of its employees, agents and guests on the Premises.

	•		Service Receiver will not be allowed to access the ITT computer network, except where is has been agreed that the Service Receiver will have a Guest ID in order to retrieve audit data/documents scanned to secure archive folders on the ITTCo network. This will be accomplished through the Service Receiver Employees having access to the aforementioned secure archive folder via an ITTCo laptop, setup for these purposes only. The SREEs will also be allowed to access Service Receiver’s own computer network via wireless or landline data connections on the Premises.

	•		Service Receiver has no right to sublease, assign or transfer their space, except upon a change of control of Service Receiver in which case only former Service Provider employees will be permitted access to the Premises.

	•		Service Receiver agrees not to put up any external or internal signs during the term of the agreement.

Service Receiver’s Responsibilities

	•		Service Receiver will be required to provide and pay for all support and services required to move out of the Premises at the end of the term. If Service Receiver requires contractors to assist them in moving out of the Premises, Service Receiver agrees to provide Service Provider with proof of adequate contractor insurance coverage prior to contractor entering into the facility and to perform such moves at a mutually agreeable time to the Service Provider.

	•		Service Receiver agrees to remove all of their personal property from the Premises at the end of the term. Service Receiver must return rented space to pre move in condition, with the exception of the offices, which should be left in an “as is” condition.

	•		Service Receiver agrees to abide by all rules and regulations of the 1133 building set by the landlord including but not limited to those included in the lease between the landlord of the Premises and the Service Provider.

	•		Service Receiver agrees that all cabling that is used to attach Service Receiver’s PC’s to the IT infrastructure will remain the property of the Service Provider and will not be removed by the Service Receiver at the end of the term.

	•		The SREEs will be required to show proper identification to enter the Premises as determined by the Service Provider

	•		Service Receiver will enter into its own contract for phone service at the Premises and all costs associated with this contract will be paid for by Service Receiver.

Pricing for Space at the Premises


During 2011		Cost plus 2% - 10% per month for SREE’s space
		Cost plus 2% - 10% per month for DCAA’s space

From January 1, 2012 through the		Cost plus 2% - 10% per month for SREE’s space
Maximum Occupancy Term		Cost plus 2% - 10% per month for DCAA’s space

No early termination fee or make-whole fee will be due if the Service Receipient or the DCAA determines to leave the Premises early. The aforementioned pricing does not include the cost of a separate printer or scanner that may need to be separately leased.

LOCATIONS

White Plains, NY

Seneca Falls, NY

Palm Coast, FL

PREREQUISITES/DEPENDENCIES

BILLING

Service Provider will provide Service Receiver with an invoice to its address set forth above. The invoice provided must contain the following detail:

	•		Direct hours billed by level

	•		T&M Billing rate

	•		Detail of other direct reimbursable charges

	•		Scope of work performed

In addition, upon request, the Service Provider must provide supporting documentation for the invoiced costs and rates in order to support a DCAA audit.

SERVICE LEVEL

Service Provider will provide the same service level to the Service Receiver as they provide to their employer and the same service level as provided during the 12 month period prior to the Distribution Date.

NOTICE REQUIREMENTS

Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term if it wants to extend or terminate this Schedule, other than for the Premises, but such extension shall not be for longer than the Maximum Term. If notification is not received by the Service Provider, the service will terminate at the end of the Minimum Term. Service Receiver shall notify Service Provider at least 30 days in advance of the date it desires to vacate the Premises. Service Receiver must vacate the Premises no later than the date of the Maximum Occupancy Term.

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses incurred by the Service Provider relating to the Services.

“Total” and “Annual Total” costs as set forth below do not include various hourly costs, which will be assessed on an as-needed basis.

Shared Service “Data Custodial” Support for CYs 2006 though 2007:


One (1) Staff-level Individual T&M Rate			Cost plus 2% - 10%
One (1) Management-level Individual T&M Rate			Cost plus 2% - 10%

Shared Service “Data Duplication”: Support for CYs 2008 though 2011:


One (1) Staff-level Individual T&M Rate			Cost plus 2% - 10%
One (1) Management-level Individual T&M Rate			Cost plus 2% - 10%

DCAA Audit Records Work Plan

Financial & System Documentation Requirements to Support DCAA Audits of ITT HQ and ITT Shared Services (2006 — 2011) Work Plan with Tasks/Activities and time phasing

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

Provide PMO (Gerstner) with1!st Draft of Work Plan

N/A

DEHQ

Send mass eMail to all affected parties, stating general overview

N/A

ALL

Meet with FRC to discuss scope

N/A

Seneca Falls Shared Services (FRC/EI/TDS)

Meet with FWSS (Acctg) to discuss scope

N/A

FWSS Acctg

Meet withFWSS (Payroll)to discuss scope

N/A

FWSS Payroll

Meet with FWSS (Travel)to discuss scope

N/A

FWSS Travel

Meet with HQ Controllers to discuss scope

N/A

HQ Controllers

Meet withHQ Corp Responsibility to discuss scope

N/A

HQ Corp Responsibility

Meet with HQ Flight Ops Dept to discuss scope

N/A

HQ Flight Ops Dept

Meet with HQ Human Resources to discuss scope

N/A

HQ Human Resources

Meet with Hq Internal Audit to discuss scope

N/A

HQ Internal Audit

Meet with HQ Legal Dept l to discuss scope

N/A

HQ Legal

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

Meet with HQ Pension/Benefits Dept to discuss scope

N/A

HQ Pension Dept

Meet with HQ Tax Dept to discuss scope

N/A

HQ Tax

Meet with HQ Treasury Dept to discuss scope

N/A

HQ Treasury

Initiate contract with Interns to copy “in-house” ITT Records

N/A

HQ Human Resources

Initiate contract with NOVA to copy “Archived” ITT Records

N/A

GSS

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2006

HQ Controllers

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2007

HQ Controllers

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2008

HQ Controllers

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2009

HQ Controllers

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2010

HQ Controllers

Download ITT HQ General Ledger (Company 600) (.PDF & .txt formats)

2011

HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
25	Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats)		2006	HQ Controllers

26	Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats)		2007	HQ Controllers

27	Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats)		2008	HQ Controllers

28	Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats)		2009	HQ Controllers

29	Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats)		2010	HQ Controllers

30	Download ITT HQ A&G Summary Report (Company 600)(.PDF & ..txt formats)		2011	HQ Controllers

31	Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)		2006	HQ Controllers

32	Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)		2007	HQ Controllers

33	Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)		2008	HQ Controllers

34	Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)		2009	HQ Controllers

35	Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)		2010	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
36	Download ITT HQ A&G Detail Report (Company 600)(.PDF & .txt formats)		2011	HQ Controllers

37	Copy ITT HQ Infinuim Voucher Registers (Hardcopy)		2006	HQ Controllers

38	Copy ITT HQ Infinuim Voucher Registers (Hardcopy)		2007	HQ Controllers

39	Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available)		2006	HQ Controllers

40	Original Hardcopy Invoices/Checks to support ITTHQ Infinium Voucher Registers (and .txt or .xls version, if available)		2007	HQ Controllers

41	SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)		2007	HQ Controllers

42	SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)		2008	HQ Controllers

43	SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)		2009	HQ Controllers

44	SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)		2010	HQ Controllers

45	SAP P2P Voucher Register Invoice Listings for ITTHQ (CY 2007 -2011?)		2011	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
46	Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600		2007	HQ Controllers

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

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

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

50	Original SAP Hardcopy and PDF Invoices for ITTHQ Co # 600		2011	HQ Controllers

51	ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system		2007	HQ Controllers

52	ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system		2008	HQ Controllers

53	ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system		2009	HQ Controllers

54	ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system		2010	HQ Controllers

55	ITT HQ Co 600 Voucher Reg Invoice Proof of Payment (check, EFT, etc) in SAP system		2011	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
56	All Journal Entries for ITTHQ General Ledger (Co # 600)		2006	HQ Controllers

57	All Journal Entries for ITTHQ General Ledger (Co # 600)		2007	HQ Controllers

58	All Journal Entries for ITTHQ General Ledger (Co # 600)		2008	HQ Controllers

59	All Journal Entries for ITTHQ General Ledger (Co # 600)		2009	HQ Controllers

60	All Journal Entries for ITTHQ General Ledger (Co # 600)		2010	HQ Controllers

61	All Journal Entries for ITTHQ General Ledger (Co # 600)		2011	HQ Controllers

62	All Supporting Source Documentss for the ITTHQ JEs		2006	HQ Controllers

63	All Supporting Source Documentss for the ITTHQ JEs		2007	HQ Controllers

64	All Supporting Source Documentss for the ITTHQ JEs		2008	HQ Controllers

65	All Supporting Source Documentss for the ITTHQ JEs		2009	HQ Controllers

66	All Supporting Source Documentss for the ITTHQ JEs		2010	HQ Controllers

67	All Supporting Source Documentss for the ITTHQ JEs		2011	HQ Controllers

68	ITT HQ Co # 600 “INTERCOMPANY STATEMENT OFF ACCOUNT” - ALL Defense Sites(Group, VCs, BUs), Entire Year (System-generated PDF & .xls formats)		2006	HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

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

2007

HQ Controllers

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

2008

HQ Controllers

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

2009

HQ Controllers

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

2010

HQ Controllers

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

2011

HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
74	All Supporting Journal Entries for ITTHQ Intercompany Statement of Account		2006	HQ Controllers

75	All Supporting Journal Entries for ITTHQ Intercompany Statement of Account		2007	HQ Controllers

76	All Supporting Journal Entries for ITTHQ Intercompany Statement of Account		2008	HQ Controllers

77	All Supporting Journal Entries for ITTHQ Intercompany Statement of Account		2009	HQ Controllers

78	All Supporting Journal Entries for ITTHQ Intercompany Statement of Account		2010	HQ Controllers

79	All Supporting Journal Entries for ITTHQ Intercompany Statement of Account		2011	HQ Controllers

80	All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs		2006	HQ Controllers

81	All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs		2007	HQ Controllers

82	All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs		2008	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
83	All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs		2009	HQ Controllers

84	All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs		2010	HQ Controllers

85	All supporting Source Docs and DC Advices for the ITTHQ I/C Statement JEs		2011	HQ Controllers

86	Internal Audit Plans /Schedules (ALL)		2006	HQ Internal Audit

87	Internal Audit Plans /Schedules (ALL)		2007	HQ Internal Audit

88	Internal Audit Plans /Schedules (ALL)		2008	HQ Internal Audit

89	Internal Audit Plans /Schedules (ALL)		2009	HQ Internal Audit

90	Internal Audit Plans /Schedules (ALL)		2010	HQ Internal Audit

91	Internal Audit Plans /Schedules (ALL)		2011	HQ Internal Audit

92	Internal Audit Reports, Including COSO		2006	HQ Internal Audit

93	Internal Audit Reports, Including COSO		2007	HQ Internal Audit

94	Internal Audit Reports, Including COSO		2008	HQ Internal Audit

95	Internal Audit Reports, Including COSO		2009	HQ Internal Audit

96	Internal Audit Reports, Including COSO		2010	HQ Internal Audit


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
97	Internal Audit Reports, Including COSO		2011	HQ Internal Audit

98	Internal Audit Generic WPs, including COSO		2006	HQ Internal Audit

99	Internal Audit Generic WPs, including COSO		2007	HQ Internal Audit

100	Internal Audit Generic WPs, including COSO		2008	HQ Internal Audit

101	Internal Audit Generic WPs, including COSO		2009	HQ Internal Audit

102	Internal Audit Generic WPs, including COSO		2010	HQ Internal Audit

103	Internal Audit Generic WPs, including COSO		2011	HQ Internal Audit

104	Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites		2006	HQ Internal Audit

105	Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites		2007	HQ Internal Audit

106	Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites		2008	HQ Internal Audit

107	Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites		2009	HQ Internal Audit

108	Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites		2010	HQ Internal Audit

109	Internal Audit Completed WPs, including COSO for all Defense, HQ, & FRC sites		2011	HQ Internal Audit


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
110	Binders that support the COSO Audit Reports		2006	HQ Internal Audit

111	Binders that support the COSO Audit Reports		2007	HQ Internal Audit

112	Binders that support the COSO Audit Reports		2008	HQ Internal Audit


113	Binders that support the COSO Audit Reports		2009	HQ Internal Audit


114	Binders that support the COSO Audit Reports		2010	HQ Internal Audit


115	Binders that support the COSO Audit Reports		2011	HQ Internal Audit


116	Internal Audit Risk Assessments		2006	HQ Internal Audit


117	Internal Audit Risk Assessments		2007	HQ Internal Audit


118	Internal Audit Risk Assessments		2008	HQ Internal Audit


119	Internal Audit Risk Assessments		2009	HQ Internal Audit


120	Internal Audit Risk Assessments		2010	HQ Internal Audit


121	Internal Audit Risk Assessments		2011	HQ Internal Audit


122	Internal Audit Year-end Mgmt Testing Memos		2006	HQ Internal Audit


123	Internal Audit Year-end Mgmt Testing Memos		2007	HQ Internal Audit


124	Internal Audit Year-end Mgmt Testing Memos		2008	HQ Internal Audit


125	Internal Audit Year-end Mgmt Testing Memos		2009	HQ Internal Audit


126	Internal Audit Year-end Mgmt Testing Memos		2010	HQ Internal Audit


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
127	Internal Audit Year-end Mgmt Testing Memos		2011	HQ Internal Audit


128	Binders that support the IA Year-end Mgmt Testing Memos		2006	HQ Internal Audit


129	Binders that support the IA Year-end Mgmt Testing Memos		2007	HQ Internal Audit


130	Binders that support the IA Year-end Mgmt Testing Memos		2008	HQ Internal Audit


131	Binders that support the IA Year-end Mgmt Testing Memos		2009	HQ Internal Audit


132	Binders that support the IA Year-end Mgmt Testing Memos		2010	HQ Internal Audit


133	Binders that support the IA Year-end Mgmt Testing Memos		2011	HQ Internal Audit


134	internal Audit Year-end Fraud Testing Memos		2006	HQ Internal Audit


135	internal Audit Year-end Fraud Testing Memos		2007	HQ Internal Audit


136	internal Audit Year-end Fraud Testing Memos		2008	HQ Internal Audit


137	internal Audit Year-end Fraud Testing Memos		2009	HQ Internal Audit


138	internal Audit Year-end Fraud Testing Memos		2010	HQ Internal Audit


139	internal Audit Year-end Fraud Testing Memos		2011	HQ Internal Audit


140	Binders that support the IA Year-end Fraud Testing Memos		2006	HQ Internal Audit


141	Binders that support the IA Year-end Fraud Testing Memos		2007	HQ Internal Audit


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
142	Binders that support the IA Year-end Fraud Testing Memos		2008	HQ Internal Audit


143	Binders that support the IA Year-end Fraud Testing Memos		2009	HQ Internal Audit


144	Binders that support the IA Year-end Fraud Testing Memos		2010	HQ Internal Audit


145	Binders that support the IA Year-end Fraud Testing Memos		2011	HQ Internal Audit


146	ITTHQ Generic SOX Templates		2006	HQ Internal Audit


147	ITTHQ Generic SOX Templates		2007	HQ Internal Audit


148	ITTHQ Generic SOX Templates		2008	HQ Internal Audit


149	ITTHQ Generic SOX Templates		2009	HQ Internal Audit


150	ITTHQ Generic SOX Templates		2010	HQ Internal Audit


151	ITTHQ Generic SOX Templates		2011	HQ Internal Audit


152	ITTHQ Code of Conduct — 2006 (PDF version)		2006	HQ Corp Responsibility	Y	Located in Finance-DEHQ\DCAA Audit Records Retention Requirements (06-11)\HQ Corporate Responsibility


153	ITTHQ Code of Conduct — 2009 (PDF version)		2009	HQ Corp Responsibility	Y	Located in Finance-DEHQ\DCAA Audit Records Retention Requirements (06-11)\HQ Corporate Responsibility


154	ITTHQ Code of Conduct — 2011 (PDF version)		2011	HQ Corp Responsibility


155	A copy of the Annual Code of Conduct Training Material		2006	HQ Corp Responsibility


156	A copy of the Annual Code of Conduct Training Material		2007	HQ Corp Responsibility


157	A copy of the Annual Code of Conduct Training Material		2008	HQ Corp Responsibility


158	A copy of the Annual Code of Conduct Training Material		2009	HQ Corp Responsibility

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

159

A copy of the Annual Code of Conduct Training Material

2010

HQ Corp Responsibility

160

A copy of the Annual Code of Conduct Training Material

2011

HQ Corp Responsibility

161

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2006

HQ Corp Responsibility

162

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2007

HQ Corp Responsibility

163

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2008

HQ Corp Responsibility

164

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2009

HQ Corp Responsibility

165

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2010

HQ Corp Responsibility

166

Training Records to support that every ITT Employee has taken the Code of Conduct Training each year.

2011

HQ Corp Responsibility


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
167	Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)		2006	HQ Corp Responsibility


168	Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)		2007	HQ Corp Responsibility


169	Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)		2008	HQ Corp Responsibility


170	Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)		2009	HQ Corp Responsibility


171	Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)		2010	HQ Corp Responsibility


172	Evidence of CCRB Meetings (i.e. Agenda & Signed Roster of Attendees)		2011	HQ Corp Responsibility


173	All Quarterly E&C Metrics Reports (Raven/Longo)		2006	HQ Corp Responsibility


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


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


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


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

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

178

All Quarterly E&C Metrics Reports (Raven/Longo)

2011

HQ Corp Responsibility

179

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2006

HQ Corp Responsibility

180

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2007

HQ Corp Responsibility

181

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2008

HQ Corp Responsibility

182

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2009

HQ Corp Responsibility

183

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2010

HQ Corp Responsibility

184

Evidence of Hotline Posters & Ombudsman Info, and EthicsPoiint Mechanisms (i.e. Policy, Memo, & actual posters)

2011

HQ Corp Responsibility


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
185	E&C Policies & Procedures/ “Thud” Book		2006	HQ Corp Responsibility


186	E&C Policies & Procedures/ “Thud” Book		2007	HQ Corp Responsibility


187	E&C Policies & Procedures/ “Thud” Book		2008	HQ Corp Responsibility


188	E&C Policies & Procedures/ “Thud” Book		2009	HQ Corp Responsibility


189	E&C Policies & Procedures/ “Thud” Book		2010	HQ Corp Responsibility


190	E&C Policies & Procedures/ “Thud” Book		2011	HQ Corp Responsibility


191	Listing of All ITT Board of Directors and their affiliations		2006	HQ Legal


192	Listing of All ITT Board of Directors and their affiliations		2007	HQ Legal


193	Listing of All ITT Board of Directors and their affiliations		2008	HQ Legal


194	Listing of All ITT Board of Directors and their affiliations		2009	HQ Legal


195	Listing of All ITT Board of Directors and their affiliations		2010	HQ Legal


196	Listing of All ITT Board of Directors and their affiliations		2011	HQ Legal


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
197	ITT Board of Director Minutes (See Comments)		2006	HQ Legal


198	ITT Board of Director Minutes (See Comments)		2007	HQ Legal


199	ITT Board of Director Minutes (See Comments)		2008	HQ Legal


200	ITT Board of Director Minutes (See Comments)		2009	HQ Legal


201	ITT Board of Director Minutes (See Comments)		2010	HQ Legal


202	ITT Board of Director Minutes (See Comments)		2011	HQ Legal


203	ITT Board of Director Audit Committee Minutes (See Comments)		2006	HQ Legal


204	ITT Board of Director Audit Committee Minutes (See Comments)		2007	HQ Legal


205	ITT Board of Director Audit Committee Minutes (See Comments)		2008	HQ Legal


206	ITT Board of Director Audit Committee Minutes (See Comments)		2009	HQ Legal


207	ITT Board of Director Audit Committee Minutes (See Comments)		2010	HQ Legal


208	ITT Board of Director Audit Committee Minutes (See Comments)		2011	HQ Legal


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
209	ITT Year-end Financial Report, including 10K & Proxy (4 copies)		2006	HQ Controllers


210	ITT Year-end Financial Report, including 10K & Proxy (4 copies)		2007	HQ Controllers


211	ITT Year-end Financial Report, including 10K & Proxy (4 copies)		2008	HQ Controllers


212	ITT Year-end Financial Report, including 10K & Proxy (4 copies)		2009	HQ Controllers


213	ITT Year-end Financial Report, including 10K & Proxy (4 copies)		2010	HQ Controllers


214	ITT Year-end Financial Report, including 10K & Proxy (4 copies)		2011	HQ Controllers


215	Federal Income Tax Returns (2 copies)		2006	HQ Tax	Y


216	Federal Income Tax Returns (2 copies)		2007	HQ Tax	Y


217	Federal Income Tax Returns (2 copies)		2008	HQ Tax	Y


218	Federal Income Tax Returns (2 copies)		2009	HQ Tax	Y


219	Federal Income Tax Returns (2 copies)		2010	HQ Tax


220	Federal Income Tax Returns (2 copies)		2011	HQ Tax


221	IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.		2006	HQ Tax

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

222

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2007

HQ Tax

223

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2008

HQ Tax

224

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2009

HQ Tax

225

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2010

HQ Tax

226

IRS Form 8109 (Federal Tax Deposit Coupon), Electronic Federal Tax Payment System (EFTPS), or other information to support ITT’s timely payment of payroll taxes.

2011

HQ Tax


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
227	ITT Contract with Deloitte & Touche (External Auditors)		2006	HQ Controllers


228	ITT Contract with Deloitte & Touche (External Auditors)		2007	HQ Controllers


229	ITT Contract with Deloitte & Touche (External Auditors)		2008	HQ Controllers


230	ITT Contract with Deloitte & Touche (External Auditors)		2009	HQ Controllers


231	ITT Contract with Deloitte & Touche (External Auditors)		2010	HQ Controllers


232	ITT Contract with Deloitte & Touche (External Auditors)		2011	HQ Controllers


233	ITT Contract with Ernst & Young (Internal Auditors)		2006	HQ Internal Audit


234	ITT Contract with Ernst & Young (Internal Auditors)		2007	HQ Internal Audit


235	ITT Contract with Ernst & Young (Internal Auditors)		2008	HQ Internal Audit


236	ITT Contract with Ernst & Young (Internal Auditors)		2009	HQ Internal Audit


237	ITT Contract with Ernst & Young (Internal Auditors)		2010	HQ Internal Audit


238	ITT Contract with Ernst & Young (Internal Auditors)		2011	HQ Internal Audit


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
239	Organization Charts for ALL ITTHQ Departments		2006	HQ Human Resources


240	Organization Charts for ALL ITTHQ Departments		2007	HQ Human Resources


241	Organization Charts for ALL ITTHQ Departments		2008	HQ Human Resources


242	Organization Charts for ALL ITTHQ Departments		2009	HQ Human Resources


243	Organization Charts for ALL ITTHQ Departments		2010	HQ Human Resources


244	Organization Charts for ALL ITTHQ Departments		2011	HQ Human Resources


245	Listing of All IITT HQ Employees by Department		2006	HQ Human Resources


246	Listing of All IITT HQ Employees by Department		2007	HQ Human Resources


247	Listing of All IITT HQ Employees by Department		2008	HQ Human Resources


248	Listing of All IITT HQ Employees by Department		2009	HQ Human Resources


249	Listing of All IITT HQ Employees by Department		2010	HQ Human Resources


250	Listing of All IITT HQ Employees by Department		2011	HQ Human Resources


251	Floor/Office Layout of ITTHQ Office		2006	HQ Human Resources


252	Floor/Office Layout of ITTHQ Office		2007	HQ Human Resources


253	Floor/Office Layout of ITTHQ Office		2008	HQ Human Resources


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
254	Floor/Office Layout of ITTHQ Office		2009	HQ Human Resources


255	Floor/Office Layout of ITTHQ Office		2010	HQ Human Resources


256	Floor/Office Layout of ITTHQ Office		2011	HQ Human Resources


257	ITT Lease for 4 Red Oak Lane, White Plains NY		2006	HQ Controllers


258	ITT Lease for 1133 Wesrchester Ave, White Plains NY		2008	HQ Controllers


259	ITT HQ W-2s fpr All ITTHQ Executives (19 & above)		2006	FWSS Payroll


260	ITT HQ W-2s fpr All ITTHQ Executives (19 & above)		2007	FWSS Payroll


261	ITT HQ W-2s fpr All ITTHQ Executives (19 & above)		2008	FWSS Payroll


262	ITT HQ W-2s fpr All ITTHQ Executives (19 & above)		2009	FWSS Payroll


263	ITT HQ W-2s fpr All ITTHQ Executives (19 & above)		2010	FWSS Payroll


264	ITT HQ W-2s fpr All ITTHQ Executives (19 & above)		2011	FWSS Payroll


265	ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)		2006	FWSS Payroll


266	ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)		2007	FWSS Payroll


267	ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)		2008	FWSS Payroll


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
268	ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)		2009	FWSS Payroll


269	ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)		2010	FWSS Payroll


270	ITT HQ W-2s fpr All Remaining ITTHQ Employees (18 & below)		2011	FWSS Payroll


271	ITTHQ Co 600 Payroll Register (System-generated PDF format)		2006	FWSS Payroll


272	ITTHQ Co 600 Payroll Register (System-generated PDF format)		2007	FWSS Payroll


273	ITTHQ Co 600 Payroll Register (System-generated PDF format)		2008	FWSS Payroll


274	ITTHQ Co 600 Payroll Register (System-generated PDF format)		2009	FWSS Payroll


275	ITTHQ Co 600 Payroll Register (System-generated PDF format)		2010	FWSS Payroll


276	ITTHQ Co 600 Payroll Register (System-generated PDF format)		2011	FWSS Payroll


277	ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen)		2006	HQ Human Resources

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

278

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen)

2007

HQ Human Resources

279

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen)

2008

HQ Human Resources

280

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen)

2009

HQ Human Resources

281

ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen)

2010

HQ Human Resources


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
282	ITT Executive Compensation Surveys, Bencharking, Analyses performed by ITT, and any other data used to justify the reasonableness of Executive Compensation (L. Thumen)		2011	HQ Human Resources


283	ITTHQ Corporate Policies & Procedures (ALL)		2006	HQ Corp Responsibility


284	ITTHQ Corporate Policies & Procedures (ALL)		2007	HQ Corp Responsibility


285	ITTHQ Corporate Policies & Procedures (ALL)		2008	HQ Corp Responsibility


286	ITTHQ Corporate Policies & Procedures (ALL)		2009	HQ Corp Responsibility


287	ITTHQ Corporate Policies & Procedures (ALL)		2010	HQ Corp Responsibility


288	ITTHQ Corporate Policies & Procedures (ALL)		2011	HQ Corp Responsibility


289	SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.		2006	Mulitple HQ Depts


290	SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.		2007	Mulitple HQ Depts

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

291

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2008

Mulitple HQ Depts

292

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2009

Mulitple HQ Depts

293

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2010

Mulitple HQ Depts

294

SAS 70 Reports & Contract/Agreements for all 3rd Party Service Providers that ITTHQ uses.

2011

Mulitple HQ Depts

295

HFM Data Suppiort for 3 Factor Formala Calculations
(System-generated PDF format)

2006

HQ Controllers

296

HFM Data Suppiort for 3 Factor Formala Calculations
(System-generated PDF format)

2007

HQ Controllers

297

HFM Data Suppiort for 3 Factor Formala Calculations
(System-generated PDF format)

2008

HQ Controllers

298

HFM Data Suppiort for 3 Factor Formala Calculations
(System-generated PDF format)

2009

HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
299	HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)		2010	HQ Controllers


300	HFM Data Suppiort for 3 Factor Formala Calculations (System-generated PDF format)		2011	HQ Controllers


301	Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)		2006	HQ Human Resources


302	Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)		2007	HQ Human Resources


303	Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)		2008	HQ Human Resources


304	Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)		2009	HQ Human Resources


305	Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)		2010	HQ Human Resources


306	Bonus Agreements/Approvals for ALL ITTHQ Employess (Non-Execs)		2011	HQ Human Resources


307	Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)		2006	HQ Human Resources


308	Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)		2007	HQ Human Resources


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
309	Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)		2008	HQ Human Resources


310	Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)		2009	HQ Human Resources


311	Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)		2010	HQ Human Resources


312	Bonus Agreements/Approvals for All ITT Executives (HQ, SS, DEF)		2011	HQ Human Resources


313	TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees		2006	HQ Human Resources


314	TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees		2007	HQ Human Resources


315	TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees		2008	HQ Human Resources


316	TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees		2009	HQ Human Resources


317	TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees		2010	HQ Human Resources


318	TSR Statements for ALL ITT HQ, SS, & DEFENSE Employees		2011	HQ Human Resources


319	LTIP Calculations (M Hahn) w/supporting source documentation		2006	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
320	LTIP Calculations (M Hahn) w/supporting source documentation		2007	HQ Controllers


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


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


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


324	LTIP Calculations (M Hahn) w/supporting source documentation		2011	HQ Controllers


325	Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)		2006	HQ Controllers


326	Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)		2007	HQ Controllers


327	Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)		2008	HQ Controllers


328	Approvals/Supporting Docs for ALL ITTHQ Service Recognition Awards (To support expense booked in Co 600 A&G)		2009	HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

329

Approvals/Supporting Docs for ALL ITTHQ Service Recognition
Awards (To support expense booked in Co 600 A&G)

2010

HQ Controllers

330

Approvals/Supporting Docs for ALL ITTHQ Service Recognition
Awards (To support expense booked in Co 600 A&G)

2011

HQ Controllers

331

Approvals/Supporting Docs for ALL ITTHQ Tuition
Reimburesments (To support expense booked in Co 600 A&G)

2006

HQ Controllers

332

Approvals/Supporting Docs for ALL ITTHQ Tuition
Reimburesments (To support expense booked in Co 600 A&G)

2007

HQ Controllers

333

Approvals/Supporting Docs for ALL ITTHQ Tuition
Reimburesments (To support expense booked in Co 600 A&G)

2008

HQ Controllers

334

Approvals/Supporting Docs for ALL ITTHQ Tuition
Reimburesments (To support expense booked in Co 600 A&G)

2009

HQ Controllers

335

Approvals/Supporting Docs for ALL ITTHQ Tuition
Reimburesments (To support expense booked in Co 600 A&G)

2010

HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
336	Approvals/Supporting Docs for ALL ITTHQ Tuition Reimburesments (To support expense booked in Co 600 A&G)		2011	HQ Controllers


337	PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 600		2006	HQ Controllers


338	PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 601		2007	HQ Controllers


339	PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 602		2008	HQ Controllers


340	PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 603		2009	HQ Controllers


341	PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 604		2010	HQ Controllers


342	PARs/Approvals for ALL Software Acquisiitions at ITTHQ Co # 605		2011	HQ Controllers


343	PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations		2006	HQ Controllers


344	PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations		2007	HQ Controllers


345	PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations		2008	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
346	PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations		2009	HQ Controllers


347	PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations		2010	HQ Controllers


348	PARs/Approvals for ALL Capital Expebdiures/Acquisiitions at ITT HQ Co 600 Locations		2011	HQ Controllers


349	Fixed Assets Register for all ITT HQ Co 600 Fixed Assets		2006	HQ Controllers


350	Fixed Assets Register for all ITT HQ Co 600 Fixed Assets		2007	HQ Controllers


351	Fixed Assets Register for all ITT HQ Co 600 Fixed Assets		2008	HQ Controllers


352	Fixed Assets Register for all ITT HQ Co 600 Fixed Assets		2009	HQ Controllers


353	Fixed Assets Register for all ITT HQ Co 600 Fixed Assets		2010	HQ Controllers


354	Fixed Assets Register for all ITT HQ Co 600 Fixed Assets		2011	HQ Controllers


355	Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets		2006	HQ Controllers


356	Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets		2007	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
357	Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets		2008	HQ Controllers

358	Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets		2009	HQ Controllers

359	Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets		2010	HQ Controllers

360	Depreciation Basis for ALL ITTHQ Co 600 Fixed Assets		2011	HQ Controllers

361	Invoices for All Fixed Assers at ITTHQ Co 600		2006	HQ Controllers

362	Invoices for All Fixed Assers at ITTHQ Co 601		2007	HQ Controllers

363	Invoices for All Fixed Assers at ITTHQ Co 602		2008	HQ Controllers

364	Invoices for All Fixed Assers at ITTHQ Co 603		2009	HQ Controllers

365	Invoices for All Fixed Assers at ITTHQ Co 604		2010	HQ Controllers

366	Invoices for All Fixed Assers at ITTHQ Co 605		2011	HQ Controllers

367	Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps		2006	HQ Controllers

368	Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps		2007	HQ Controllers

369	Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps		2008	HQ Controllers

370	Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps		2009	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
371	Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps		2010	HQ Controllers

372	Leasehold Improvememt Register for all ITT HQ Co 600 Leasehold Imps		2011	HQ Controllers

373	Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs		2006	HQ Controllers

374	Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs		2007	HQ Controllers

375	Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs		2008	HQ Controllers

376	Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs		2009	HQ Controllers

377	Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs		2010	HQ Controllers

378	Amortization Basis for ALL ITTHQ Co 600 Leasehold Improvs		2011	HQ Controllers

379	Invoices for All Leasehold Improvs at ITTHQ Co 600		2006	HQ Controllers

380	Invoices for All Leasehold Improvs at ITTHQ Co 600		2007	HQ Controllers

381	Invoices for All Leasehold Improvs at ITTHQ Co 600		2008	HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
382	Invoices for All Leasehold Improvs at ITTHQ Co 600		2009	HQ Controllers

383	Invoices for All Leasehold Improvs at ITTHQ Co 600		2010	HQ Controllers

384	Invoices for All Leasehold Improvs at ITTHQ Co 600		2011	HQ Controllers

385	Rental Agreements that support all Acct 451/455 Rental Expenses		2006	HQ Controllers

386	Rental Agreements that support all Acct 451/455 Rental Expenses		2007	HQ Controllers

387	Rental Agreements that support all Acct 451/455 Rental Expenses		2008	HQ Controllers

388	Rental Agreements that support all Acct 451/455 Rental Expenses		2009	HQ Controllers

389	Rental Agreements that support all Acct 451/455 Rental Expenses		2010	HQ Controllers

390	Rental Agreements that support all Acct 451/455 Rental Expenses		2011	HQ Controllers

391	Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)		2006	HQ Human Resources

392	Agreements/Contracts with Temporary Help & Temp Agencies (Acct 738)		2007	HQ Human Resources

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

393

Agreements/Contracts with Temporary Help & Temp Agencies
(Acct 738)

2008

HQ Human Resources

394

Agreements/Contracts with Temporary Help & Temp Agencies
(Acct 738)

2009

HQ Human Resources

395

Agreements/Contracts with Temporary Help & Temp Agencies
(Acct 738)

2010

HQ Human Resources

396

Agreements/Contracts with Temporary Help & Temp Agencies
(Acct 738)

2011

HQ Human Resources

397

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2006

HQ Human Resources

398

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2007

HQ Human Resources

399

Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches

2008

HQ Human Resources


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
400	Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches		2009	HQ Human Resources

401	Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches		2010	HQ Human Resources

402	Agreements/Contracts with Employment Agencies, Search Agencies, and Executive Searches (i.e. Acct 741), for ALL employment searches		2011	HQ Human Resources

403	Relocation Expense Supprting Docs (Acct 744)		2006	HQ Human Resources

404	Relocation Expense Supprting Docs (Acct 744)		2007	HQ Human Resources

405	Relocation Expense Supprting Docs (Acct 744)		2008	HQ Human Resources

406	Relocation Expense Supprting Docs (Acct 744)		2009	HQ Human Resources

407	Relocation Expense Supprting Docs (Acct 744)		2010	HQ Human Resources

408	Relocation Expense Supprting Docs (Acct 744)		2011	HQ Human Resources


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
409	Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)		2006	HQ Legal

410	Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)		2007	HQ Legal

411	Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)		2008	HQ Legal

412	Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)		2009	HQ Legal

413	Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)		2010	HQ Legal

414	Contracts/Agreements for ALL ITT BOARD OF DIRECTORS (Acct 750)		2011	HQ Legal

415	Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)		2006	HQ Legal

416	Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)		2007	HQ Legal

417	Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)		2008	HQ Legal

418	Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)		2009	HQ Legal


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
419	Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)		2010	HQ Legal

420	Supporting Docs for ALL ITT BOARD OF DIRECTORS FEES (Acct 750)		2011	HQ Legal

421	G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)		2006	FWSS Payroll

422	G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)		2007	FWSS Payroll

423	G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)		2008	FWSS Payroll

424	G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)		2009	FWSS Payroll

425	G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)		2010	FWSS Payroll

426	G/L Support for ALL ITTHQ Co 600 Severance Expense (System-generated PDF and xls format)		2011	FWSS Payroll

427	Termination Agreements for ALL ITTHQ Co 600 Severed Employees		2006	HQ Human Resources

428	Termination Agreements for ALL ITTHQ Co 600 Severed Employees		2007	HQ Human Resources

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

429

Termination Agreements for ALL ITTHQ Co 600 Severed
Employees

2008

HQ Human Resources

430

Termination Agreements for ALL ITTHQ Co 600 Severed
Employees

2009

HQ Human Resources

431

Termination Agreements for ALL ITTHQ Co 600 Severed
Employees

2010

HQ Human Resources

432

Termination Agreements for ALL ITTHQ Co 600 Severed
Employees

2011

HQ Human Resources

433

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2006

FWSS Travel

434

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2007

FWSS Travel

435

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2008

FWSS Travel

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

436

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2009

FWSS Travel

437

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2010

FWSS Travel

438

Concur Reports for ALL EXPENSES that are charged through Concur at ITTHQ (System-generated?) See Comments)

2011

FWSS Travel

439

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2006

FWSS Travel

440

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2007

FWSS Travel

441

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2008

FWSS Travel

442

Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ

2009

FWSS Travel


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
443	Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ		2010	FWSS Travel

444	Supporting Docs/Receipts fo ALL EXPENSES that are charged through Concur at ITTHQ		2011	FWSS Travel

445	ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)		2006	Mulitple HQ Depts

446	ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)		2007	Mulitple HQ Depts

447	ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)		2008	Mulitple HQ Depts

448	ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)		2009	Mulitple HQ Depts

449	ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)		2010	Mulitple HQ Depts

450	ALL Consultant Agreements/Contracts at ITTHQ Co 600 (Acct 734 & 735)		2011	Mulitple HQ Depts

451	Pension Buck Reports		2006	HQ Pension Dept

452	Pension Buck Reports		2007	HQ Pension Dept

453	Pension Buck Reports		2008	HQ Pension Dept

454	Pension Buck Reports		2009	HQ Pension Dept

455	Pension Buck Reports		2010	HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

456

Pension Buck Reports

2011

HQ Pension Dept

457

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2006

HQ Pension Dept

458

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2007

HQ Pension Dept

459

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2008

HQ Pension Dept

460

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2009

HQ Pension Dept

461

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2010

HQ Pension Dept

462

Supporting Data that ITTHQ sent to Buck for the actualials to calculate CAS Complaint Pension Expenses & Contributions

2011

HQ Pension Dept

463

IRS Form 5500

2006

HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
464	IRS Form 5500		2007	HQ Pension Dept

465	IRS Form 5500		2008	HQ Pension Dept

466	IRS Form 5500		2009	HQ Pension Dept

467	IRS Form 5500		2010	HQ Pension Dept

468	IRS Form 5500		2011	HQ Pension Dept

469	Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.		2006	HQ Pension Dept

470	Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.		2007	HQ Pension Dept

471	Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.		2008	HQ Pension Dept

472	Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.		2009	HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

473

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2010

HQ Pension Dept

474

Trustee Report (Northern Master Trust?) and explanations for any significant withdrawals of pension assets. Need to ensure that Government contributed pension assets are protected.

2011

HQ Pension Dept

475

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

476

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

477

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2008

HQ Pension Dept

478

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2009

HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

479

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

480

Calculations of Post-Retirement Benefits (PRB) Allocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

481

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

482

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

483

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Pension Dept

484

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Pension Dept

485

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

486

Supporting Source Docs for each element of the Calculations of PRBs Alllocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

ACS emails?

487

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2006

HQ Pension Dept

488

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2007

HQ Pension Dept

489

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2008

HQ Pension Dept

490

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2009

HQ Pension Dept

491

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2010

HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

492

Support for the Medical & Dental Cost (i.e. Statements from the Trust and Proof of ITT Payment to fund the trust,, etc)

2011

HQ Pension Dept

493

Listing of Participants in the PRBs to support PRB eligibility

2006

HQ Pension Dept

494

Listing of Participants in the PRBs to support PRB eligibility

2007

HQ Pension Dept

495

Listing of Participants in the PRBs to support PRB eligibility

2008

HQ Pension Dept

496

Listing of Participants in the PRBs to support PRB eligibility

2009

HQ Pension Dept

497

Listing of Participants in the PRBs to support PRB eligibility

2010

HQ Pension Dept

498

Listing of Participants in the PRBs to support PRB eligibility

2011

HQ Pension Dept

499

Acturial Reports for EDO Frozen Pension Costs

2008

HQ Pension Dept

500

Acturial Reports for EDO Frozen Pension Costs

2009

HQ Pension Dept

501

Acturial Reports for EDO Frozen Pension Costs

2010

HQ Pension Dept

502

Acturial Reports for EDO Frozen Pension Costs

2011

HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

503

Acturial Reports for EDO Frozen Pension Costs

2012

HQ Pension Dept

504

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2008

HQ Pension Dept

505

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2009

HQ Pension Dept

506

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2010

HQ Pension Dept

507

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2011

HQ Pension Dept

508

Supporting Data that ITT sent to Actuariials to calculate CAS Complaint EDO Frozen Pension Expenses & Contributions

2012

HQ Pension Dept

509

Agreements with Empire for the Administrtion of ITT Healthcare Costs

2006

HQ Pension Dept

510

Agreements with Empire for the Administrtion of ITT Healthcare Costs

2007

HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
511	Agreements with Empire for the Administrtion of ITT Healthcare Costs		2008	HQ Pension Dept

512	Agreements with Empire for the Administrtion of ITT Healthcare Costs		2009	HQ Pension Dept

513	Agreements with Empire for the Administrtion of ITT Healthcare Costs		2010	HQ Pension Dept

514	Agreements with Empire for the Administrtion of ITT Healthcare Costs		2011	HQ Pension Dept

515	Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.		2006	HQ Pension Dept

516	Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.		2007	HQ Pension Dept

517	Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.		2008	HQ Pension Dept

518	Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.		2009	HQ Pension Dept

519	Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.		2010	HQ Pension Dept

520	Calculations of Healthcare Allocation to HQ, DEHQ, Defense BUs.		2011	HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

521

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2006

HQ Pension Dept

522

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2007

HQ Pension Dept

523

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2008

HQ Pension Dept

524

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2009

HQ Pension Dept

525

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2010

HQ Pension Dept

526

Calculations of Healthcare Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types

2011

HQ Pension Dept

527

Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Pension Dept

528

Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
529	Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.		2008	HQ Pension Dept

530	Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.		2009	HQ Pension Dept

531	Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.		2010	HQ Pension Dept

532	Supporting Source Docs for each element of the Calculations of IHealthcare Alllocation to HQ, DEHQ, Defense BUs.		2011	HQ Pension Dept

533	Support for the Healthcare Partipants by BU.		2006	HQ Pension Dept

534	Support for the Healthcare Partipants by BU.		2007	HQ Pension Dept

535	Support for the Healthcare Partipants by BU.		2008	HQ Pension Dept

536	Support for the Healthcare Partipants by BU.		2009	HQ Pension Dept

537	Support for the Healthcare Partipants by BU.		2010	HQ Pension Dept

538	Support for the Healthcare Partipants by BU.		2011	HQ Pension Dept

539	Dependant Eligilbility Healthcare 3rd Party Audit and Results		2011	HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
540	Agreements with Met Life for the Administrtion of ITT Healthcare Costs		2006	HQ Pension Dept

541	Agreements with Met Life for the Administrtion of ITT Healthcare Costs		2007	HQ Pension Dept

542	Agreements with Met Life for the Administrtion of ITT Healthcare Costs		2008	HQ Pension Dept

543	Agreements with Met Life for the Administrtion of ITT Healthcare Costs		2009	HQ Pension Dept

544	Agreements with Met Life for the Administrtion of ITT Healthcare Costs		2010	HQ Pension Dept

545	Agreements with Met Life for the Administrtion of ITT Healthcare Costs		2011	HQ Pension Dept

546	Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.		2006	HQ Pension Dept

547	Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.		2007	HQ Pension Dept

548	Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.		2008	HQ Pension Dept

549	Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.		2009	HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
550	Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.		2010	HQ Pension Dept

551	Calculations of Met Life Allocation to HQ, DEHQ, Defense BUs.		2011	HQ Pension Dept

552	Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types		2006	HQ Pension Dept

553	Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types		2007	HQ Pension Dept

554	Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types		2008	HQ Pension Dept

555	Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types		2009	HQ Pension Dept

556	Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types		2010	HQ Pension Dept

557	Calculations of Met Life Rates (ii.e. EE, EE +1, EE +Family) for all types of H/C types		2011	HQ Pension Dept

558	Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.		2006	HQ Pension Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

559

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Pension Dept

560

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Pension Dept

561

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Pension Dept

562

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Pension Dept

563

Supporting Source Docs for each element of the Calculations of MetLife Dental Alllocation to HQ, DEHQ, Defense BUs.

2011

HQ Pension Dept

564

Support for the Met Life Partipants by BU.

2006

HQ Pension Dept

565

Support for the Met Life Partipants by BU.

2007

HQ Pension Dept

566

Support for the Met Life Partipants by BU.

2008

HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
567	Support for the Met Life Partipants by BU.		2009	HQ Pension Dept

568	Support for the Met Life Partipants by BU.		2010	HQ Pension Dept

569	Support for the Met Life Partipants by BU.		2011	HQ Pension Dept

570	Dependant Eligilbility Dental 3rd Party Audit and Results		2011	HQ Pension Dept

571	ISP/401k Allocation Worksheets		2006	FWSS Acctg

572	ISP/401k Allocation Worksheets		2007	FWSS Acctg

573	ISP/401k Allocation Worksheets		2008	FWSS Acctg

574	ISP/401k Allocation Worksheets		2009	FWSS Acctg

575	ISP/401k Allocation Worksheets		2010	FWSS Acctg

576	ISP/401k Allocation Worksheets		2011	FWSS Acctg

577	Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.		2006	FWSS Acctg

578	Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.		2007	FWSS Acctg

579	Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.		2008	FWSS Acctg


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
580	Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.		2009	FWSS Acctg

581	Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.		2010	FWSS Acctg

582	Supporting Source Docs for each element of the Calculations of ISP/401k Alllocation to HQ, DEHQ, Defense BUs.		2011	FWSS Acctg

583	Support for the ISP/401k Partipants by BU.		2006	FWSS Acctg

584	Support for the ISP/401k Partipants by BU.		2007	FWSS Acctg

585	Support for the ISP/401k Partipants by BU.		2008	FWSS Acctg

586	Support for the ISP/401k Partipants by BU.		2009	FWSS Acctg

587	Support for the ISP/401k Partipants by BU.		2010	FWSS Acctg

588	Support for the ISP/401k Partipants by BU.		2011	FWSS Acctg

589	Support for the ISP/401k ITT Matching Payments (proof of payment)		2006	FWSS Acctg

590	Support for the ISP/401k ITT Matching Payments (proof of payment)		2007	FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

591

Support for the ISP/401k ITT Matching Payments (proof of payment)

2008

FWSS Acctg

592

Support for the ISP/401k ITT Matching Payments (proof of payment)

2009

FWSS Acctg

593

Support for the ISP/401k ITT Matching Payments (proof of payment)

2010

FWSS Acctg

594

Support for the ISP/401k ITT Matching Payments (proof of payment)

2011

FWSS Acctg

595

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2006

HQ Pension Dept

596

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2007

HQ Pension Dept

597

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2008

HQ Pension Dept

598

3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.

2009

HQ Pension Dept


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
599	3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.		2010	HQ Pension Dept

600	3rd Party Provider agreements/contracts related to the Administration of ITT ISP/401k costs.		2011	HQ Pension Dept

601	Copy of the Recurring Jourmal Entry Binders (S. Agustin)		2006	HQ Controllers

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

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

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

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

606	Copy of the Recurring Jourmal Entry Binders (S. Agustin)		2011	HQ Controllers

607	Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups		2006	HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

608

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2007

HQ Controllers

609

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2008

HQ Controllers

610

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2009

HQ Controllers

611

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2010

HQ Controllers

612

Excel Spreadshhet that supports the Recurring Jourmal Entry Binders (C. Lupincci)), including Y/E Trueups

2011

HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

613

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2006

HQ Controllers

614

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2007

HQ Controllers

615

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2008

HQ Controllers

616

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2009

HQ Controllers

617

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2010

HQ Controllers

618

Executive Forum. HR Conference, Geneen Award, et al Charge-outs to ITTHQ, DEHQ, & Defense BUs

2011

HQ Controllers

619

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2006

HQ Controllers

620

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2007

HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

621

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2008

HQ Controllers

622

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2009

HQ Controllers

623

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2010

HQ Controllers

624

Supporting Source Docs for each element of the respectiuve traning expenses incurred and allocated to HQ, DEHQ, Defense BUs.

2011

HQ Controllers

625

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Controllers

626

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

627

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Controllers

628

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Controllers

629

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Controllers

630

Supporting Source Docs for each element of the Basis of Allocation for each Recurring JE Alllocation to HQ, DEHQ, Defense BUs.

2011

HQ Controllers

631

Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2006

HQ Treasury

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

632

Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2007

HQ Treasury

633

Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2008

HQ Treasury

634

Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2009

HQ Treasury

635

Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2010

HQ Treasury

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

636

Clayton Young Spreadsheets detailing the calculatioan and alloction of the BIG 5 INSURANCE CATEGORIES (WAG/DBA,, Aircraft Products Lability, Property, Umbrella, Fiduciary/Other)

2011

HQ Treasury

637

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2006

HQ Treasury

638

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2007

HQ Treasury

639

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2008

HQ Treasury

640

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2009

HQ Treasury

641

Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.

2010

HQ Treasury


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
642	Allocation Basis and Experience Support for each element of the Big 5 Insurance Allocations to ITTHQ, DEHQ, & Defense VCs & BUs.		2011	HQ Treasury

643	Copies of Big 5 Insurance Policies		2006	HQ Treasury

644	Copies of Big 5 Insurance Policies		2007	HQ Treasury

645	Copies of Big 5 Insurance Policies		2008	HQ Treasury

646	Copies of Big 5 Insurance Policies		2009	HQ Treasury

647	Copies of Big 5 Insurance Policies		2010	HQ Treasury

648	Copies of Big 5 Insurance Policies		2011	HQ Treasury

649	Copies of Big 5 Broker Agreements		2006	HQ Treasury

650	Copies of Big 5 Broker Agreements		2007	HQ Treasury

651	Copies of Big 5 Broker Agreements		2008	HQ Treasury

652	Copies of Big 5 Broker Agreements		2009	HQ Treasury

653	Copies of Big 5 Broker Agreements		2010	HQ Treasury

654	Copies of Big 5 Broker Agreements		2011	HQ Treasury

655	ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)		2006	HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

656

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2007

HQ Controllers

657

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2008

HQ Controllers

658

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2009

HQ Controllers

659

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2010

HQ Controllers

660

ITT HQ General Ledger Print-outs of the Insurance Charges (Big 5) and allocations to Def BUs (System-generated) (Fullan)

2011

HQ Controllers

661

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2006

HQ Controllers

662

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2007

HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

663

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2008

HQ Controllers

664

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2009

HQ Controllers

665

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2010

HQ Controllers

666

JEs and Support for all Big 5 Insrance Charges on the GL and allocations to Defense

2011

HQ Controllers

667

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2006

HQ Treasury

668

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2007

HQ Treasury

669

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2008

HQ Treasury

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

670

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2009

HQ Treasury

671

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2010

HQ Treasury

672

Documentation that shows that the Big 5 Insurance Polcies that ITT chose was a sound busniess decision (i.e. was it competed, analyses performed, etc)

2011

HQ Treasury

673

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2006

HQ Tax

674

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2007

HQ Tax

675

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2008

HQ Tax

676

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2009

HQ Tax

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

677

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2010

HQ Tax

678

FICA/FUTA/SUI Allocations to ITTHQ, DEHQ, and Defense BUs

2011

HQ Tax

679

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2006

HQ Tax

680

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2007

HQ Tax

681

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2008

HQ Tax

682

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2009

HQ Tax

683

Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.

2010

HQ Tax


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
684	Supporting Source Docs for each element of the Calculations of FICA/FUTA/SUI Alllocation to HQ, DEHQ, Defense BUs.		2011	HQ Tax

685	FICA/FUTA/SUI tax returns that support the expense		2006	HQ Tax

686	FICA/FUTA/SUI tax returns that support the expense		2007	HQ Tax

687	FICA/FUTA/SUI tax returns that support the expense		2008	HQ Tax

688	FICA/FUTA/SUI tax returns that support the expense		2009	HQ Tax

689	FICA/FUTA/SUI tax returns that support the expense		2010	HQ Tax

690	FICA/FUTA/SUI tax returns that support the expense		2011	HQ Tax

691	Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns		2006	HQ Tax

692	Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns		2007	HQ Tax

693	Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns		2008	HQ Tax

694	Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns		2009	HQ Tax


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
695	Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns		2010	HQ Tax

696	Supporting Source Doumentation that supports the FICA/FUTA/SUI Tax Retruns		2011	HQ Tax

697	Proof of Payment to support the respective FICA?FUTA/SUI Tax expense		2006	HQ Tax

698	Proof of Payment to support the respective FICA?FUTA/SUI Tax expense		2007	HQ Tax

699	Proof of Payment to support the respective FICA?FUTA/SUI Tax expense		2008	HQ Tax

700	Proof of Payment to support the respective FICA?FUTA/SUI Tax expense		2009	HQ Tax

701	Proof of Payment to support the respective FICA?FUTA/SUI Tax expense		2010	HQ Tax

702	Proof of Payment to support the respective FICA?FUTA/SUI Tax expense		2011	HQ Tax

703	State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs		2006	HQ Tax

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

704

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2007

HQ Tax

705

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2008

HQ Tax

706

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2009

HQ Tax

707

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2010

HQ Tax

708

State Income & Franchise TaxI Allocations to ITTHQ, DEHQ, and Defense BUs

2011

HQ Tax

709

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2006

HQ Tax

710

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2007

HQ Tax

711

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2008

HQ Tax

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

712

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2009

HQ Tax

713

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2010

HQ Tax

714

Supporting Source Docs for each element of the Calculations of State Income & Franchine Tax Alllocations to HQ, DEHQ, Defense BUs.

2011

HQ Tax

715

State Income & Franchise tax returns that support the
expense, with Supporting Source Doumentation that supports
the respective State Income & Franchise Tax Retruns

2006

HQ Tax

716

State Income & Franchise tax returns that support the
expense, with Supporting Source Doumentation that supports
the respective State Income & Franchise Tax Retruns

2007

HQ Tax

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

717

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2008

HQ Tax

718

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2009

HQ Tax

719

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2010

HQ Tax

720

State Income & Franchise tax returns that support the expense, with Supporting Source Doumentation that supports the respective State Income & Franchise Tax Retruns

2011

HQ Tax

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

721

Proof of Payment to support the respective State Income & Franchise Tax expense

2006

HQ Tax

722

Proof of Payment to support the respective State Income & Franchise Tax expense

2007

HQ Tax

723

Proof of Payment to support the respective State Income & Franchise Tax expense

2008

HQ Tax

724

Proof of Payment to support the respective State Income & Franchise Tax expense

2009

HQ Tax

725

Proof of Payment to support the respective State Income & Franchise Tax expense

2010

HQ Tax

726

Proof of Payment to support the respective State Income & Franchise Tax expense

2011

HQ Tax

727

Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary

2006

HQ Controllers

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

728

2007

HQ Controllers

729

2008

HQ Controllers

730

2009

HQ Controllers


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
731	Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary		2010	HQ Controllers

732	Environmental Database that supports the Enviromental Chargeouts to Defense BUs, including actual invoices, proof of payment, and any documentation that describes the requirement that this remediaiton is necessary		2011	HQ Controllers

733	Flight Logs — 2 Corporare Jets		2006	HQ Flight Ops Dept

734	Flight Logs — 2 Corporare Jets		2007	HQ Flight Ops Dept

735	Flight Logs — 2 Corporare Jets		2008	HQ Flight Ops Dept

736	Flight Logs — 2 Corporare Jets		2009	HQ Flight Ops Dept

737	Flight Logs — 2 Corporare Jets		2010	HQ Flight Ops Dept

738	Flight Logs — 2 Corporare Jets		2011	HQ Flight Ops Dept

739	Lease Agreements for each Corporate Jet (assumption — same jets since 2006), with lease amirization schedule & justification		2011	HQ Flight Ops Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

740

Supporting Source Documents for Major CC 85100 (Aviation)
expense accts (>$50k)

2006

HQ Flight Ops Dept

741

Supporting Source Documents for Major CC 85100 (Aviation)
expense accts (>$50k)

2007

HQ Flight Ops Dept

742

Supporting Source Documents for Major CC 85100 (Aviation)
expense accts (>$50k)

2008

HQ Flight Ops Dept

743

Supporting Source Documents for Major CC 85100 (Aviation)
expense accts (>$50k)

2009

HQ Flight Ops Dept

744

Supporting Source Documents for Major CC 85100 (Aviation)
expense accts (>$50k)

2010

HQ Flight Ops Dept

745

Supporting Source Documents for Major CC 85100 (Aviation)
expense accts (>$50k)

2011

HQ Flight Ops Dept

746

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

2006

HQ Flight Ops Dept

747

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

2007

HQ Flight Ops Dept

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

748

Source Data related to # of miles flown by each Corporate Jet (K Donnelly)

2008

HQ Flight Ops Dept

749

Source Data related to # of miles flown by each Corporate Jet (K Donnelly)

2009

HQ Flight Ops Dept

750

Source Data related to # of miles flown by each Corporate Jet (K Donnelly)

2010

HQ Flight Ops Dept

751

Source Data related to # of miles flown by each Corporate Jet (K Donnelly)

2011

HQ Flight Ops Dept

752

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

2006

FWSS Acctg

753

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

2007

FWSS Acctg

754

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

2008

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

755

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

2009

FWSS Acctg

756

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

2010

FWSS Acctg

757

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

2011

FWSS Acctg

758

All Journal Entries for FWSS Location Operations

2006

FWSS Acctg

759

All Journal Entries for FWSS Location Operations

2007

FWSS Acctg

760

All Journal Entries for FWSS Location Operations

2008

FWSS Acctg

761

All Journal Entries for FWSS Location Operations

2009

FWSS Acctg

762

All Journal Entries for FWSS Location Operations

2010

FWSS Acctg


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
763	All Journal Entries for FWSS Location Operations		2011	FWSS Acctg

764	All Supporting Docs for the FWSS JEs		2006	FWSS Acctg

765	All Supporting Docs for the FWSS JEs		2007	FWSS Acctg

766	All Supporting Docs for the FWSS JEs		2008	FWSS Acctg

767	All Supporting Docs for the FWSS JEs		2009	FWSS Acctg

768	All Supporting Docs for the FWSS JEs		2010	FWSS Acctg

769	All Supporting Docs for the FWSS JEs		2011	FWSS Acctg

770	FWSS Infinuim Voucher Registers (CY 2006-2007?)		2006	FWSS Acctg

771	FWSS Infinuim Voucher Registers (CY 2006-2007?)		2007	FWSS Acctg

772	SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)		2007	FWSS Acctg

773	SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)		2008	FWSS Acctg

774	SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)		2009	FWSS Acctg

775	SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)		2010	FWSS Acctg

776	SAP P2P Voucher Register Invoice Listings for FWSS (CY 2007 -2011?)		2011	FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

777

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2006

FWSS Acctg

778

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2007

FWSS Acctg

779

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2008

FWSS Acctg

780

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2009

FWSS Acctg

781

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2010

FWSS Acctg

782

FWSS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2011

FWSS Acctg

783

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2006

FWSS Acctg

784

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2007

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

785

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2008

FWSS Acctg

786

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2009

FWSS Acctg

787

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2010

FWSS Acctg

788

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2011

FWSS Acctg

789

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FWSS Locations

2006

FWSS Acctg

790

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FWSS Locations

2007

FWSS Acctg

791

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FWSS Locations

2008

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

792

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FWSS Locations

2009

FWSS Acctg

793

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FWSS Locations

2010

FWSS Acctg

794

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FWSS Locations

2011

FWSS Acctg

795

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2006

FWSS Acctg

796

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2007

FWSS Acctg

797

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets

2008

FWSS Acctg


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
798	Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets		2009	FWSS Acctg

799	Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets		2010	FWSS Acctg

800	Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FWSS Locations’ Fixed Assets		2011	FWSS Acctg

801	Depreciation Schedule and Basis for All FWSS Fixed Assets		2006	FWSS Acctg

802	Depreciation Schedule and Basis for All FWSS Fixed Assets		2007	FWSS Acctg

803	Depreciation Schedule and Basis for All FWSS Fixed Assets		2008	FWSS Acctg

804	Depreciation Schedule and Basis for All FWSS Fixed Assets		2009	FWSS Acctg

805	Depreciation Schedule and Basis for All FWSS Fixed Assets		2010	FWSS Acctg

806	Depreciation Schedule and Basis for All FWSS Fixed Assets		2011	FWSS Acctg


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
807	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2006	FWSS Acctg

808	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2007	FWSS Acctg

809	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2008	FWSS Acctg

810	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2009	FWSS Acctg

811	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2010	FWSS Acctg

812	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2011	FWSS Acctg

813	Rental Agreements that support all FW Shared Service Rental Expenses		2006	FWSS Acctg

814	Rental Agreements that support all FW Shared Service Rental Expenses		2007	FWSS Acctg

815	Rental Agreements that support all FW Shared Service Rental Expenses		2008	FWSS Acctg


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
816	Rental Agreements that support all FW Shared Service Rental Expenses		2009	FWSS Acctg

817	Rental Agreements that support all FW Shared Service Rental Expenses		2010	FWSS Acctg

818	Rental Agreements that support all FW Shared Service Rental Expenses		2011	FWSS Acctg

819	Payroll Registers for All FWSS Locations		2006	FWSS Acctg

820	Payroll Registers for All FWSS Locations		2007	FWSS Acctg

821	Payroll Registers for All FWSS Locations		2008	FWSS Acctg

822	Payroll Registers for All FWSS Locations		2009	FWSS Acctg

823	Payroll Registers for All FWSS Locations		2010	FWSS Acctg

824	Payroll Registers for All FWSS Locations		2011	FWSS Acctg

825	Concur Reports (with receiipts) related to all FW Shared Service Locations		2006	FWSS Acctg

826	Concur Reports (with receiipts) related to all FW Shared Service Locations		2007	FWSS Acctg

827	Concur Reports (with receiipts) related to all FW Shared Service Locations		2008	FWSS Acctg

828	Concur Reports (with receiipts) related to all FW Shared Service Locations		2009	FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

829

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

2010

FWSS Acctg

830

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

2011

FWSS Acctg

831

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2006

FWSS Acctg

832

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2007

FWSS Acctg

833

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2008

FWSS Acctg

834

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2009

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

835

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2010

FWSS Acctg

836

FWSS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2011

FWSS Acctg

837

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2006

FWSS Acctg

838

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2007

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

839

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2008

FWSS Acctg

840

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2009

FWSS Acctg

841

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2010

FWSS Acctg

842

All Supporting Journal Entries for FWSS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FWSS I/C Statement JEs

2011

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

843

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2006

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps,
Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP
Salaried, ISP Salaried Excess, Metlife (STD & LIFE)
Salaried, FICA/FMHI, FUTA, SUI

844

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2007

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps,
Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP
Salaried, ISP Salaried Excess, Metlife (STD & LIFE)
Salaried, FICA/FMHI, FUTA, SUI

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

845

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2008

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps,
Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP
Salaried, ISP Salaried Excess, Metlife (STD & LIFE)
Salaried, FICA/FMHI, FUTA, SUI

846

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2009

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps,
Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP
Salaried, ISP Salaried Excess, Metlife (STD & LIFE)
Salaried, FICA/FMHI, FUTA, SUI

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

847

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2010

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps,
Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP
Salaried, ISP Salaried Excess, Metlife (STD & LIFE)
Salaried, FICA/FMHI, FUTA, SUI

848

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FWSS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FWSS allocations:

2011

FWSS Acctg

FWSS AP Allocation, Concur Travel User Fees, Defense Apps,
Enterprise Apps, Payroll Alloc, 401(k) Hourly, ISP
Salaried, ISP Salaried Excess, Metlife (STD & LIFE)
Salaried, FICA/FMHI, FUTA, SUI

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

849

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2006

FWSS Acctg

850

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2007

FWSS Acctg

851

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2008

FWSS Acctg

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

852

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2009

FWSS Acctg

853

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2010

FWSS Acctg

854

Supporting Source Docs for each element of the Basis of Allocation for each FWSS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2011

FWSS Acctg

855

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

2006

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

856

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

2007

Seneca Falls Shared Services (FRC/EI/TDS)

857

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

2008

Seneca Falls Shared Services (FRC/EI/TDS)

858

Seneca Falls Shared Service (FRC/EI/TDS) General Ledgers

2009

Seneca Falls Shared Services (FRC/EI/TDS)

for all costs incurred by Cost Center/Department
(System-generated PDF & xls format)

859

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

2010

Seneca Falls Shared Services (FRC/EI/TDS)

860

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

2011

Seneca Falls Shared Services (FRC/EI/TDS)


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
861	All Journal Entries for FRC/EI/TDS Location Operations		2006	Seneca Falls Shared Services (FRC/EI/TDS)

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

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

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

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

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

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

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

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

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

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

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


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
873	SAP P2P Voucher Register Invoice Listings for FRC/EI/TDS (CY 2006 -2011?)		2006	Seneca Falls Shared Services (FRC/EI/TDS)

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

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

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

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

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

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

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

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

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

882

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2009

Seneca Falls Shared Services (FRC/EI/TDS)

883

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2010

Seneca Falls Shared Services (FRC/EI/TDS)

884

FRC/EI/TDS SAP & Infinium Hardcopy Invoices & Invoice Proof of Payment (check, EFT, etc)

2011

Seneca Falls Shared Services (FRC/EI/TDS)

885

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2006

Seneca Falls Shared Services (FRC/EI/TDS)

886

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2007

Seneca Falls Shared Services (FRC/EI/TDS)

887

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2008

Seneca Falls Shared Services (FRC/EI/TDS)

888

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2009

Seneca Falls Shared Services (FRC/EI/TDS)

889

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2010

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

890

Agreements/Contracts with Consultants, 3rd Part Service
Providers, S/W & H/W Contracts, etc

2011

Seneca Falls Shared Services (FRC/EI/TDS)

891

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS
Locations

2006

Seneca Falls Shared Services (FRC/EI/TDS)

892

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS
Locations

2007

Seneca Falls Shared Services (FRC/EI/TDS)

893

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS
Locations

2008

Seneca Falls Shared Services (FRC/EI/TDS)

894

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS
Locations

2009

Seneca Falls Shared Services (FRC/EI/TDS)

895

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS
Locations

2010

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

896

PARs/Approvals for ALL Software/Hardware Acquisiitions amd
ALL Capital Expenditures/Acquisitions at All FRC/EI/TDS
Locations

2011

Seneca Falls Shared Services (FRC/EI/TDS)

897

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2006

Seneca Falls Shared Services (FRC/EI/TDS)

898

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2007

Seneca Falls Shared Services (FRC/EI/TDS)

899

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2008

Seneca Falls Shared Services (FRC/EI/TDS)

900

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2009

Seneca Falls Shared Services (FRC/EI/TDS)

901

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2010

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

902

Fixed Assets & Lease Register (incl Amortization sched), including any Leasehold Improvements, for all FRC/EI/TDS Locations’ Fixed Assets

2011

Seneca Falls Shared Services (FRC/EI/TDS)

903

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2006

Seneca Falls Shared Services (FRC/EI/TDS)

904

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2007

Seneca Falls Shared Services (FRC/EI/TDS)

905

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2008

Seneca Falls Shared Services (FRC/EI/TDS)

906

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2009

Seneca Falls Shared Services (FRC/EI/TDS)

907

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2010

Seneca Falls Shared Services (FRC/EI/TDS)

908

Depreciation Schedule and Basis for All FRC/EI/TDS Fixed Assets

2011

Seneca Falls Shared Services (FRC/EI/TDS)

909

Invoices for All Fixed Assers & Leasehold Improvements at
All FW Shared Service Locations

2006

Seneca Falls Shared Services (FRC/EI/TDS)


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
910	Invoices for All Fixed Assers & Leasehold Improvements at All FW Shared Service Locations		2007	Seneca Falls Shared Services (FRC/EI/TDS)

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

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

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

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

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

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

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

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

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


		Year, if		Dept	Complete
#	Description	applicable		Affected	(Y/N)	Comments
920	Rental Agreements that support all FW Shared Service Rental Expenses		2011	Seneca Falls Shared Services (FRC/EI/TDS)

921	Payroll Registers for All FRC/EI/TDS Locations		2006	Seneca Falls Shared Services (FRC/EI/TDS)

922	Payroll Registers for All FRC/EI/TDS Locations		2007	Seneca Falls Shared Services (FRC/EI/TDS)

923	Payroll Registers for All FRC/EI/TDS Locations		2008	Seneca Falls Shared Services (FRC/EI/TDS)

924	Payroll Registers for All FRC/EI/TDS Locations		2009	Seneca Falls Shared Services (FRC/EI/TDS)

925	Payroll Registers for All FRC/EI/TDS Locations		2010	Seneca Falls Shared Services (FRC/EI/TDS)

926	Payroll Registers for All FRC/EI/TDS Locations		2011	Seneca Falls Shared Services (FRC/EI/TDS)

927	Concur Reports (with receiipts) related to all FW Shared Service Locations		2006	Seneca Falls Shared Services (FRC/EI/TDS)

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

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

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

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

931

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

2010

Seneca Falls Shared Services (FRC/EI/TDS)

932

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

2011

Seneca Falls Shared Services (FRC/EI/TDS)

933

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2006

Seneca Falls Shared Services (FRC/EI/TDS)

934

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2007

Seneca Falls Shared Services (FRC/EI/TDS)

935

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2008

Seneca Falls Shared Services (FRC/EI/TDS)

936

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2009

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

937

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2010

Seneca Falls Shared Services (FRC/EI/TDS)

938

FRC/EI/TDS “INTERCOMPANY STATEMENT OFF ACCOUNT” -to ITTHQ and ALL Defense Sites(Group, VCs, BUs), Entire Year (Syste,-generated PDF & XLS format)

2011

Seneca Falls Shared Services (FRC/EI/TDS)

939

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2006

Seneca Falls Shared Services (FRC/EI/TDS)

940

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2007

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

941

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2008

Seneca Falls Shared Services (FRC/EI/TDS)

942

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2009

Seneca Falls Shared Services (FRC/EI/TDS)

943

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2010

Seneca Falls Shared Services (FRC/EI/TDS)

944

All Supporting Journal Entries for FRC/EI/TDS Intercompany Statement of Account, including ALL supporting Source Docs and DC Advices for the FRC/EI/TDS I/C Statement JEs

2011

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

945

Supporting Allocation Calculations (with references to JEs/DCs by month) to all FRC/EI/TDS allocations and True-ups to ITTHQ, DEHQ, and the Defense VCs/BUs, including the following FRC/EI/TDS allocations:
Freight, Corp Incentives (net any expense for entire TDS),
Household Goods, TAPS/Telecom, Travel, EbuyITT,
Collections, Credit, Cash Applications, Treasury Svces
(Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects,
Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data
Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center
(Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS,
Network VPN, Global Directory Svcs, Voice Telecom,
Collaborative System, InfoSec (EI & GIS Portion)

2006

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

946

2007

Seneca Falls Shared Services (FRC/EI/TDS)

Freight, Corp Incentives (net any expense for entire TDS),
Household Goods, TAPS/Telecom, Travel, EbuyITT,
Collections, Credit, Cash Applications, Treasury Svces
(Cash Mgmt), Acct Payable (P2P Fees), AP Special Projects,
Mgmt Reporting, Unclaimed Prop, Sales & Use Tax, Data
Center Midwest, Wintell (Midwest), Network Mgmt, Svc Center
(Help Desk/Remedy System, Ent Sys/Svcs (email/MS), GSS,
Network VPN, Global Directory Svcs, Voice Telecom,
Collaborative System, InfoSec (EI & GIS Portion)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

947

2008

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

948

2009

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

949

2010

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

950

2011

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

951

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2006

Seneca Falls Shared Services (FRC/EI/TDS)

952

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2007

Seneca Falls Shared Services (FRC/EI/TDS)

953

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2008

Seneca Falls Shared Services (FRC/EI/TDS)

954

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2009

Seneca Falls Shared Services (FRC/EI/TDS)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

955

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2010

Seneca Falls Shared Services (FRC/EI/TDS)

956

Supporting Source Docs for each element of the Basis of Allocation for each FRC/EI/TDS Alllocation to HQ, DEHQ, Defense BUs listed above (i.e. System-generated Active Directory Listing, et al)

2011

Seneca Falls Shared Services (FRC/EI/TDS)

957

Program BEST (GL, Approved PARs, Consultants
Contracts/Agreements, SAP Agreements/Contracts/Invoices,
Due Dilligence Reports, AP Docs, Travel Docs, Org Chart,
Time Keeping Records, et al)

2009

FRC (Prog Best)

958

Program BEST (GL, Approved PARs, Consultants
Contracts/Agreements, SAP Agreements/Contracts/Invoices,
Due Dilligence Reports, AP Docs, Travel Docs, Org Chart,
Time Keeping Records, et al)

2010

FRC (Prog Best)

Year, if

Dept

Complete

Description

applicable

Affected

(Y/N)

Comments

959

Program BEST (GL, Approved PARs, Consultants
Contracts/Agreements, SAP Agreements/Contracts/Invoices,
Due Dilligence Reports, AP Docs, Travel Docs, Org Chart,
Time Keeping Records, et al)

2011

FRC (Prog Best)

Summary of Tasks/Activities


		Count of
		Tasks/Acti
Department Affected		vities
ALL		1
DEHQ		1
FWSS Acctg		104
FWSS Payroll		25
FWSS Travel		13
GSS		1
HQ Controllers		208
HQ Corp Responsibility		46
HQ Flight Ops Dept		20
HQ Human Resources		68
HQ Internal Audit		73
HQ Legal		31
HQ Pension Dept		151
HQ Tax		67
HQ Treasury		31
Mulitple HQ Depts		12
Seneca Falls Shared Serv		104
FRC (Prog Best)		3
Grand Total		959

Count of

Tasks/Acti

Department Affected

vities

Column

Count of Dept Affected

Labels

Seneca

Falls

Shared

Hum

Service

FWSS

Con

Corp

Flight

Pens

Mulitpl

FRC

FWSS

Payro

FWSS

troll

Respon

Ops

Reso

Internal

ion

Treasu

e HQ

(FRC/EI

(Prog

Grand

Row Labels

Acctg

Travel

GSS

ers

sibility

Dept

urces

Audit

Legal

Dept

HQ Tax

Depts

/TDS)

Best)

Total

A Davidson

B Fealing

B Williams

C Chan

C Clark

C Whisler

C Young

C Young/?J Brown

Chan/Brown

Complete

D Chandler

D Faron

J Browm

116

K Donnelly

L Parker

L Thuman

M Barlow

M Hahn

M Markle

104

M. Quirk

P Stellato

S Cooperman

S Marshall

S Nixon

104

S. Marshall

141

147

T McDaniel

V Carey

Grand Total

104

208

151

104

959

List of Defense Units for DCAA TSA

Cost Centers


	FRC co. 30		TDS co. 20
300216	Collections	200101	Freight
300217	Credit	200101	Corporate Incentives net Expenses for entire TDS
300215	Cash Application	200101	Household Goods
300220	Corporate Services	200101	Taps/Telecom
300230	Operations Management	200101	Travel
300222	Treasury Services (Cash Management)	200101	EbuyIT
300226	Accounts Payable (P2P Service Fees)
300512	AP Special Projects
300225	Management Reporting
300235	Unclaimed Property
300214	Sales and Use tax Compliance


	EI - co. 50	GSS - co. 40
CC 500201	Data Center East	400201 — GSS Leadership
CC 500202	Wintel Hosting East	400301 — GSS Americas
CC 500203	Data Center Midwest	400302 — GSS Brazil
CC 500204	Wintel Hosting Midwest	400305 — GSS China
CC501251	Voice Comm	400306 — GSS Poland
CC 501201	Network — Americas	400307 — GSS India
CC 501211	Network — EMEA	400308 — GSS Italy
CC 501221	Network — ASPAC	400401 — GSS indirect
CC501261	Directory Services	400407 — GSS Buying Channel Support
CC 502241	Enterprise Systems	400409 — GSS Global Logistics
CC 503201	Global Help Desk	400413 — GSS Supplier Quality
CC 501231	Enterprise Infrastructure
CC 83000	Global Info. Services
CC 83400	Connect

Defense Units

Defense -SAP


	Defense vs.
Co #	Commercial	New Company
1005	DEF	Defense	CS
1009	DEF	Defense	Defense — Custodials
1010	DEF	Defense	ES — EWS
1101	CM	Defense	GIS
1160	DEF	Defense	AES
1165	DEF	Defense	ES/RDR — Gil
1170	DEF	Defense	Defense HQ
1185	DEF	Defense	SSD — Old
1186	DEF	Defense	SSD
1190	DEF	Defense	CIS
1191	DEF	Defense	Systems HQ
1195	DEF	Defense	SSI
1198	DEF	Defense	Systems FSIC
1199	DEF	Defense	CIS_CS
1200	DEF	Defense	CNS


Co #	ITT HQ & FSS	New Company
1003	FSS	ITT
1001	ITT HQ	ITT

SCHEDULE AC9
BASIC TIME AND MATERIALS SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

ITT Corporation Daryl Bowker	TSA Manager	Office:	Daryl.bowker@ittcorp.com

Service Recipient’s Contact

Exelis Inc. Joe Daniel	TSA Manager	Office:	Joe.daniel@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Corporation

Service Receiver: Exelis Inc.

TERM AND OPTION

The Term shall be 18 months commencing on the Distribution Date. There shall be no Minimum Service Period.

GENERAL SERVICE DESCRIPTION

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Annex A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

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

ITT Corporation
240 Fall Street
Seneca Falls, NY 13148
Attention: Daryl R. Bowker

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

Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attention: Joe Daniel

PRICING

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.


Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour

Hourly Rate for a Non Executive		$100 per hour

Hourly Rate for an Executive		$150 per hour


*		Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Annex A will be as set forth in Annex A.

Annex A

Service Provider (ITT) will provide Service Receiver (Defense) with the services of during the period from the Distribution Date through December 31, 2011. Defense will pay ITT Cost plus 2% - 10% per month for Mr. services and expect that Mr. will dedicate 50% of his time to the needs of the Service Receiver. Defense will continue to provide Mr. with his current office and access to a phone, though his computer connectivity will be terminated. Mr. will have access to the common areas in Fort Wayne and to his office and well as other areas if invited by Defense personnel. Defense will not charge ITT for space rental. In the event Mr. can no longer or chooses not to provide services, this Exhibit A and the services of Mr. will be terminated and Mr. will no longer have access to the Fort Wayne facility. No make-whole fee will be paid under this Ennex A.

Mr. will provide the following services:

Serve as a confidant/advisor and provide guidance and assistance to the ITT Exelis labor relations and human resources staff on the delivery of a broad range of proactive human resources and labor relations activities and initiatives. Specifically:

Provides assistance with HR functional strategic/operations planning

Draft and vet HR policies as requested

Conducting and or mentoring staff on training activities including conducting needs assessments to identify training needs, formulates recommendations and executes training program development as requested

Provide consulting support to ITT Exelis management on matters of policy development, contract administration and negotiation, maintenance of union free operations, and negotiation objectives development

Provide assistance with the development of timely and strategically aligned prep documents and the development of bargaining proposals

SCHEDULE BA1
UK BENEFITS SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Barbara West	UK Benefits Manager		barbara.west@fluidtechnology.com

Service Recipient’s Contact

Roger Wearn	Shared Services Manager		Roger Wearn@itt.com

PARTIES TO THE AGREEMENT

Service Provider: Water Process Ltd

Service Receiver: ITT Industries Limited

GENERAL SERVICE DESCRIPTION

Benefits for Service Receivers in England have been managed pre-spin by Service Provider based in Basingstoke. Service Receivers need assistance from Barbara West and/or Linda Frawley (collectively, the “Experts”) on a time and materials basis to provide services similar to those provided to the Service Receiver or its affiliates during the 12 month period prior to October 1, 2011, including continuity of Benefits Administration, training and advice for 18 months (“Minimum Term”), but not longer than 24 months from the date hereof (“Maximum Term”).

SCOPE OF SERVICES

The following services will be provided on a time and materials basis by the Experts.

•		Launch Flexible Benefits Package for Service Receivers’ United Kingdom locations including administration, communications, etc.

•		Assistance in establishing Service Receiver’s policy for enrollment in Private Medical

•		Assistance with administering the share incentive plan for the Service Receiver.

•		Assistance with the administration and preparation for cessation of Service Receiver’s Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan).

•		Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receiver, but not executing agreements on Service Receiver’s behalf.

•		Facilitate the transition of the Benefits Vendor relationship to designated Service Receiver’s HR Benefits Manager

•		Facilitate the transition of the daily benefit activities to the HR staff of Service Receiver in the United Kingdom

•		Provide guidance on applicable British Laws versus Benefits provided, but not legal advice.

•		All communications initially prepared by the Experts to Service Receiver’s employees will be reviewed by the Service Receiver’s Sr. Manager of Benefits and Service Receivers’ Vice President, Human Resources, or such other person as may be designated by Service Receiver

•		The Experts will provide employees designated by the Service Receiver with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately four (4) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion.

•		Such other services as the Experts have provided to ITT Corporation’s commercial business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority.

LOCATIONS

United Kingdom

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receiver acknowledges and agrees that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager will, at the request of the Service Receiver, provide similar services at an agreed to hourly rate, based on such benefit manager’s all in cost to the Service Provider (total compensation plus allocated overhead). However, if Service Receiver or an affiliate employs any of the Experts, this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver. In the event the Experts are no longer employed by Service Provider or no longer capable of providing services due to disability, and the Experts are not replaced by another benefits leader, this Schedule shall terminate with no further obligations of either party.

The Service Receivers’ human resources department shall cooperate with the Experts as the Experts provide service under this Schedule.

TAX STATUS

VAT will be charged as determined by the Service Provider

BILLING LOCATION

Service Provider will provide ITT Industries Limited with an invoice to its address set forth below. The bill will cover all charges for services under this Schedule from Service Provider to Service Receiver and, to the extent reasonably feasible. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the British Pound amount per Expert.

NOTICE REQUIREMENTS

Service Receiver shall notify Service Provider at least 90 days in advance of the Minimum Term if it wants to extend or terminate this Schedule, but such extension shall not be for longer than the Maximum Term. If notification is not received by the Service Provider, the service will terminate at the end of the Minimum Term. There shall be no make-whole fee in the event of an early termination under this Schedule.

Notices to the Service Provider should be sent to
Water Process Ltd, Jays Close,
Viables Estate, Basingstoke, Hampshire RG22 4BA
Attention: Barbara West

Notices to the Service Receiver should be sent to
ITT Industries Limited
Jays Close, Viables Estate,
Basingstoke, Hampshire RG22 4BA
Attention: Roger Wearn

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services.

The hourly rates below include a 4.5% increase each year for inflation and a 2% increase for a profit margin. In the event the service continues past the Minimum Term, the rate will increase by 8%


Service		Hourly Rate
Hourly Rate for Ms. West.		Cost plus 2% - 10% during 2011
		Cost plus 2% - 10% during 2012
		Cost plus 2% - 10% during 2013

Hourly Rate for Ms. Frawley		Cost plus 2% - 10% during 2011
		Cost plus 2% - 10% during 2012
		Cost plus 2% - 10% during 2013

SCHEDULE BA2
ERP-LX & TANGO APPLICATION NANJING

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform ERP-LX & Tango Application Support Services for Nanjing, China for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service #

Name

Description of Service

Volume

(in mo.)

Service Charge

Provide ongoing application support for ERP-LX and Tango (Sarbanes-Oxley Auditing) for Nanjing, China:

IT-ERP-LX- Tango
Nanjing-01

ERP-LX & Tango
Application Support
Services

• Access to ERP-LX & Tango Application — Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes; and monitor and maintain application administration.

28 ERP-LX named
users

Cost plus 2% - 10%

• ERP-LX & Tango Application Support & Maintenance — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

Service Volumes Greater Than Observed Pre-Distribution Date

on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests, which may need to be performed to assist Service Receiver in meeting new legal obligations, will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3^rd party relationships, which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

IT-ERP-LX-TangoNanjing-02	ERP-LX & Tango Application Migration	• Support of data extraction requests from the Service Receiver	Time and Materials Based on Additional Pricing Section

		• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions

Supplemental Services

For requests for supplemental services relating to ERP-LX & Tango Application by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Morton Grove, IL, USA to Nanjing, China.

PREREQUISITES/DEPENDENCIES


	•		Service Receiver will maintain the applications and interfaces documented in Attachment A.

	•		If Service Receiver sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A

Interface Name

Program Name

Business Purpose

Owner

Source

Destination

Frequency

eLogia

ORDZ761C

Perform product
configuration

Water Co.

Wintel Emmaboda

iSeries Emmaboda

Continuous

ePrism

ORD789

Perform product
configuration

ITT Co.

Wintel ITT Co.

iSeries Emmaboda

Continuous

Supplier Portal

PUR500

Issue Purchase
Orders via a Portal

Water Co.

Wintel Emmaboda

iSeries Emmaboda

Continuous

Supplier Portal

PUR500

Issue Purchase
Orders via a Portal

Water Co.

iSeries Emmaboda

Wintel Emmaboda

Continuous

ATTACHMENT B

Production Support Break Fix Service Level Agreement

A Remedy help desk request must be entered for each incident. For Urgent incidents, a phone call may also be initiated directly to the Service Provider’s Support Team. The primary support number for North America is +1-716-862-4145 (available 24 hours/day) and the secondary support number is +1-847-983-5537 (available 8:00 AM — 5:00 PM Eastern Time, Monday through Friday). All support calls will be returned within 15 minutes.


Severity	Description	Resolution
Urgent	Service Receiver is unable to enter orders or ship product. No work around is available for the issue.	Service Provider will provide a work around or permanent solution within four (4) hours for 95% of these incidents.

High	Service Receiver is able to enter orders and ship product, but in a degraded mode and productivity is seriously impacted.	Service Provider will provide a work around or permanent solution within two (2) working days for 95% of these incidents.

Medium	Service Receiver is able to function normally with minor impact from problem.	Service Provider will provide a permanent solution within five (5) working days for 95% of these incidents.

Low	Service Receiver is able to function normally. Issue is an inconvenience.	Service Provider will provide a permanent solution within 30 working days for 95% of these issues.

SCHEDULE BA3
GLOBAL ENTERPRISE
CONTENT MANAGEMENT

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Vikram Nanwani	GECM Supervisor,		vikram.nanwani@itt.com
Xylem Inc.	GECM Group

Ken Gill	Manager , Web, Social Media &		ken.gill@itt.com
ITT Corporation	Collaboration Solutions

GENERAL SERVICE DESCRIPTION

Service Provider will perform Global Enterprise Content Management (GECM) Application and Business Process Support Services for the Service Receiver.

SCOPE OF SERVICES


				Minimum Service
			BAU Transaction	Period
Service #	Service Name	Description of Service	Volume	(in mo.)	Service Charge
		Provide content management and translation management services:

		• Access to Installation Operation & Maintenance Manuals (IOM)— Service Provider receives a request from Service Receiver for access to IOMs. Service Provider will work with 3^rd party to provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Receiver will have access to IOMs in the IOM Library in high resolution PDF format. Service Receiver will have access to IOMs listed in Attachment A.

IT-GECM-01	GECM Application & Business Process Support Services	• Creation/Update of IOMs — Service Provider receives a request from Service Receiver to create/update IOMs listed in Attachment A. Service Receiver will collaborate with Service Provider on creation and/or updating of IOMs. Service Provider will make available to the Service Receiver the updated IOM. Service Provider will only support IOMs for the languages listed in Attachment B.	35 Requests per 6-months	6*	Cost plus 2% - 10%

		• Training/Mentoring — Service Provider will provide training, mentoring, and knowledge transfer for up to three Service Receiver staff as it relates to Global Enterprise Content Management.	60 Hours per 6-months


*		See Attachment C for 6-month transition plan for supported IOMs.

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests in PDF or RTF formats from the Service Receiver

IT-GECM-02	GECM Business Process Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state Global Enterprise Content Management application and business process	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

IT-GECM-03	GECM Business Process Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to Global Enterprise Content Management application and business process	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Global Enterprise Content Management by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Stockholm, Sweden; Baroda, India; Seneca Falls, NY, USA; and White Plains, NY, USA to Seneca Falls, NY, USA and Lancaster, PA, USA.

PREREQUISITES/DEPENDENCIES

•		If Service Receiver, or the Service Receiver’s Supplier(s), provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

Service Level Agreements (SLA) provided by 3^rd parties will be made available to Service Receiver, as documented in Attachment D, however all liabilities related to such SLAs lie with the 3^rd parties and not the Service Provider. It is understood that the Service Provider has no control over the service levels provided by 3^rd parties and as such will not warrant any 3^rd party services. In the event an incident related to 3^rd party services cannot be resolved, Service Provider will work in good faith with Service Receiver and the appropriate 3^rd party to assist in the resolution of the incident.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A

List of Product Installation, Operation & Maintenance Manuals (IOMs) Supported

ATTACHMENT B

List of Supported Languages:

•      Arabic
•      Chinese
•      Dutch
•      Finnish
•      French — France
•      French — Canada
•      German
•      Italian
•      Portuguese — Portugal
•      Portuguese — Brazil
•      Russian
•      Spanish — Spain
•      Spanish — Latin America
•      Swedish
•      Polish

ATTACHMENT C

Valve

English Bookmap

English PDF

Total # of Manuals

Due Date

Engineering Due Date

Comment

Status

In Production

3/18/2011

Completed

Spanish needed for project in May — James Gillespie

Completed English and Spanish for Project. Never released or posted on the website. 3/24/11 - Sent to Hoffa and Steward for approval, 4/20 — sent reminder

In Production

3/18/2011

Completed

Spanish needed for project in May — James Gillespie

Completed English and Spanish for Project. Never released or posted on the website. 3/24/11 - Sent to Hoffa and Steward for approval, 4/20 — sent reminder

In Production

4/1/2011

3/18/2011

Previously part of C132 IOM

Need recommended fasteners in Preinstallation section. 3/24/11 — Sent to Hoffa and Steward for approval, 4/29 — Sent final to Brian, John & Brandon for review

In Production

4/15/2011

4/1/2011

Chinese needed for
project in March

Got new drawing from Engineering. Made corrections from Grant. 4/21 — Sent to Hoffa and Steward for approval

In Production

4/29/2011

4/15/2011

Draft created 4/2010. Waiting for list of parts and drawing from Engineering

In Production

5/6/2011

Draft IOM will be used for Jorge Diaz. Need new steps for “set the stroke” for release of new product. Brian approved draft for temporary use

5/13/2011

5/3/2011

5/13/2011

5/3/2011

In Production

5/13/2011

4/29/2011

Draft created 9/2009. Items still needed are listed in Outlook task.

Valve

English
Bookmap

English
PDF

Total # of
Manuals

Due
Date

Engineering
Due Date

Comment

Status

7/29/2011

6/10/2011

7/29/2011

5/27/2011

8/12/2011

7/8/2011

In Production

8/12/2011

6/24/2011

Started May 2008. Need ID tag, exploded view and parts list to complete.

8/26/2011

8/5/2011

8/26/2011

7/22/2011

8/26/2011

8/5/2011

9/9/2011

8/19/2011

9/16/2011

9/2/2011

Previously same as
C37 IOM

Not started. Same as CF37

Published

Completed

Completed; Updated draft OK from Brian

Published

Completed

Started October 2007

Completed

Published

Completed

Completed. Need to make changes before product launch

Published

Completed

Published

Completed

Published

Completed

Completed. Need to make changes before product launch

In Production

May-11

Draft from 7/2009

In Production

Sep-11

In Production

Dec-11

English
Bookmap

English
PDF

Total #
of Manuals

Due
Date

Engineering
Due Date

Comment

Status

Published

Completed

Published

Completed

Published

Completed

This was part of the Advantage Actuator manual and will be updated at the same time

Completed

Published

Completed

This was part of the Advantage Actuator manual and will be updated at the same time

Completed

Published

Completed

This was part of the Advantage Actuator manual and will be updated at the same time

Completed

Pumps

English
Bookmap

English
PDF

Total #
of Manuals

Due
Date

Engineering
Due Date

Comment

Status

Published

done

translations in
production

July

In production. Close to completion

Published

done

translations in
production

July

In production. Close to completion

Published

done

translations in
production

July

In production. Close to completion

Pumps

English
Bookmap

English
PDF

Total # of
Manuals

Due Date

Engineering
Due Date

Comment

Status

Published

done

translations in
production

July

In production. Close to completion

Published

done

14 languages

Completed

NEW and working on now:

August/September

August/Sept

7-8 languages

October

technical data and drawings October

close to IC

Not started

August/September

August/Sept

7-8 languages

October

technical data and drawings October

Not started

FUTURE IOMs:

September

Sept

7-8 languages

September

Not started

September/October

Sept

October

exist in words

Not started

September/October

Sept

October

exist in words

Not started

October

7-8 languages

November

Not started

October

7-8 languages

November

Not started

November

7-8 languages

December

Not started

ATTACHMENT D

Service Level as Provided by Astoria Software

Astoria shall make the Service available at least 99.0%, calculated on a monthly basis, 24 hours a day, 7 days a week, 365 days per year, except for: a) planned downtime (for which Astoria shall give at least 8 hours notice and which Astoria shall schedule to the extent reasonably practicable during a weekly maintenance window between Tuesdays 6:00 PM PT and Wednesdays 12:00 AM PT); or b) downtime caused by circumstances beyond Astoria’s reasonable control. Initial service outage report response time is one (1) hour. Initial application support response time is one (1) hour. Response time is defined as the time it takes to acknowledge the problem to the Customer. It is not defined as the time to resolve the problem.

Priority Codes are used to manage Astoria Software Support Cases to insure timely resolution to support issues. Support Cases with a higher priority order receive attention faster than Support Cases with a lower priority.


Priority	Description	Resolution
Priority 1	A stop work condition which is any business critical function in which work cannot be performed by the Customer	If a Support Specialist cannot resolve a Priority 1 support request during the first contact with the Customer, the following escalation plan is employed:

		• Support Specialist researches the request and contacts Customer by phone or email within one (1) hour to report status. This is done during Astoria Software’s Support hours of 8am — 5pm (Pacific Time).

		• If request is not resolved, Support Specialist escalates request to Support Coordinator for review. Customer is contacted by phone or email within one (1) hour to report status. This is done during Astoria Software’s Support hours of 8 am — 5 pm (Pacific Time).

		• If request is not resolved, the Support Coordinator escalates the request to the appropriate service or development manager, the Customer is contacted by phone or email within one (1) hour, and a resolution plan is communicated to the Customer. This is done during Astoria Software’s Support hours of 8 am — 5 pm (Pacific Time).

		• If request is not resolved the day it is received, the Customer is contacted by phone twice daily (once at the beginning of the business day and once at the end of the business day) for status reports until resolution is reached.


Priority	Description	Resolution
Priority 2	A business critical problem with a work around. This is any business critical function in which work cannot be performed by the Customer according to the Service’s specified manner but in which there is a way to complete the work by some other manner.	If a Support Specialist cannot resolve a Priority 2 support request during first contact with the Customer, the following escalation plan is employed:

		• Support Specialist researches request and contacts Customer by phone or email within four (4) hours to report status. This is done during Astoria Software’s Support hours of 8 am — 5 pm (Pacific Time).

		• If request is not resolved, Support Specialist escalates request to Support Coordinator for review. Customer is contacted by phone or email within four (4) hours to report status. This is done during Astoria Software’s Support hours of 8 am — 5 pm (Pacific Time).

		• If request is not resolved, the Support Coordinator escalates the request to the appropriate service or development manager, the Customer is contacted by phone or email within four (4) hours, and a resolution plan is communicated to the Customer. This is done during Astoria Software’s Support hours of 8 am — 5 pm (Pacific Time).

		• If the request is not resolved the 2nd day the request is received, the Customer is contacted by web portal, email or phone once daily (either at the beginning of the business day or at the end of the business day, whichever the customer prefers) for status reports until resolution is reached.

Priority 3	A non-critical business problem. This is a non-critical business function in which work is impaired or cannot be performed by the Customer	If a Support Specialist cannot resolve a Priority 3 support request during first contact with the Customer, the following escalation plan is employed:

		• Support Specialist researches request and contacts Customer by the next business day to report status. This is done during Astoria Software’s Support hours of 8 am — 5 pm (Pacific Time).

		• If request is not resolved, Support Specialist escalates request to Support Coordinator for review. Customer is contacted by web portal, phone or email as needed until resolution.

Service Level as Provided by Idiom Technologies, Inc. for WorldServer

For Technical Support, contact Idiom’s Idiom’s Customer Support Center located at http://www.idiominc.com/support, via email (support@Idiominc.com), or by phone. For North American support, Technical Support business hours are 09:00 to 17:30 EST Monday through Friday, excluding office closures for U.S. holidays or unforeseen circumstances (weather, power outage, etc.). For European support, Technical Support business hours are 09:00 to 17:00 Central European Time Monday through Friday, excluding office closures for recognized Belgian public holidays or unforeseen circumstances (weather, power outage, etc.).

Idiom will assign each Technical Support request a Severity Level, which level will dictate the timing of Idiom’s response.


Severity	Description	Initial Response Time
Level 1	Software has experienced a significant production system problem that prevents operation or severely limits or is reasonably expected to severely limit the performance of the Subscriber causing significant loss to the customer’s business. No workaround appears to be available	Within four (4) hours

Level 2	Software has experienced a significant non-conformity that does not prevent or severely limit use of the Software, but prevents the Software from performing one or more material functions making use of the Software significantly inconvenient and substantially reducing the value of the Software to the Subscriber.	Within one (1) business day

Level 3	Software has experienced a problem that does not significantly affect performance, but does not function as described in documentation.	Within two (2) business days

Level 4	General questions about Software that either are not covered in Documentation or require clarification.	Within five (5) business days

Hours and business days are counted based on the hours during which Technical Support is available. The response times listed above are applicable to hardware and software configurations currently classified as supported by Idiom and assume timely cooperation from Subscriber.

SCHEDULE BA4
GLOBAL VAULT PROFESSIONAL
SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will provide Global Vault Professional Services for Service Receiver.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide Global Vault Professional Services to support the Windchill/PDMLink, ProjectLink, and MPMLink FMC Standard Product Data Lifecycle Management (PDLM) Platform:

• Windchill/PDMLink, ProjectLink and MPMLink FMC Standard Product Data Lifecycle Management (PDLM) Platform Support & Maintenance — Service Provider will receive ticket requests from Service Receiver, monitor incident resolution requests, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

Up to 30 hours per Month

IT-
Global
Vault-01

Global Vault
Professional
Services

• Windchill/PDMLink, ProjectLink and MPMLink Standard Product Data Lifecycle Management (PDLM) Platform Database Support — Service Provider will receive ticket requests from Service Receiver and will trouble shoot database related incidents, maintain database schema if necessary, bounce databases as required, perform data cleanup activities as needed, monitor and maintain, provide support for all database issues in test/dev environments, archive and truncate database tables as required, compact databases as required, compress, and delete old log files as needed, and conduct scheduled maintenance activities.

Time and Materials based on the Additional Pricing Section

• Training/Mentoring - The Service Provider after receiving a request from the Service Receiver, will provide Training, Mentoring, and knowledge about the ITT implementation of Windchill/ PDMLink to the Service Receiver

Up to 20 hours per Month

Service Provider will be required to:

•

Maintain staff of United States persons only

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date

accommodate Service Receiver’s inorganic (Mergers, Acquisitions, and Divestitures) activities on a time and materials basis with respect to the one-time set-up fees. The table below will then apply following the completion of the one-time set-up activities.


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre- distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

IT-Global Vault-02	Global Vault Professional Services Migration	• Support of data extraction requests from the Service Receiver	Time and Materials Based on Additional Pricing Section

		• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details

Supplemental Services

For requests for supplemental services relating to Global Vault Professional Services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

PREREQUISITES/DEPENDENCIES

	•		If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver will remove all Service Receiver data from the Service Provider’s Global Vault instance. These services are included at $0 cost.

	•		Service Provider will remove all Service Provider data from the Service Receiver’s Global Vault instance. These services are included at $0 cost.

	•		Service Receiver must provide VPN access for specific Service Provider users to the Service Receiver’s servers. Service Provider must provide VPN access for specific Service Receiver users to the Service Provider’s servers. VPN access will be provided

			to allow data cleanup and removal.

	•		Service Receiver must provide access, via secure VPN at all times or additional ports, to allow up to 10 Service Provider staff members to gain access to the Global Vault environment. The Service Receiver will need to provide these Service Provider staff members with the appropriate elevated privileges needed to complete the services requested, this will be required for the period of this TSA and should be consistent with the policies and procedures set forth by Service Receivers Service Delivery organization.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE BA5
SUPPLIER PORTAL

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Cecilia Akesson	Team Leader		cecilia.akesson@itt.com
Xylem Inc.

Kevin Loucks	Manager, Transition		kevin.loucks@itt.com
ITT Corporation	Management Office

GENERAL SERVICE DESCRIPTION

Service Provider will perform Supplier Portal Support Services for Service Receiver.

SCOPE OF SERVICES

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

Provide ongoing Supplier Portal service and application support:

• Supplier Portal Processing — The Service Provider will operate the Supplier Portal such that the Service Receiver’s staff and Suppliers can access the Supplier Portal via the Web. The Service Receiver’s Suppliers access the Supplier Portal to review, create and update various types of Purchasing and Shipping information necessary to review Purchase Orders; create and send Order Response, receive Order Changes, review Order Acknowledgements, review Supplier Data, create Dispatch Advice, and review Goods Received messages that transmit to and from the Service Receiver’s ERP/MRP system.

IT-Supplier
Portal-01

Supplier Portal
Application Support
Services

• The Service Provider’s Supplier Portal will receive Supplier Data messages from the Service Receiver’s ERP/MRP system, and create or update Supplier Information within the Supplier Portal. An email is sent back to the Service Receiver acknowledging the updates.

• The Service Provider’s Supplier Portal will receive Purchase Order Register, Change and Cancel messages from the Service Receiver’s ERP/MRP system, to create or change Purchase Order information within the Supplier Portal. The Service Provider’s Supplier Portal sends an email notification to the designated Service Receiver’s Supplier.

93,000 Purchase
Orders Annually

Cost plus 2% – 10%

• The Service Provider’s Portal will allow the Service Receiver’s Suppliers to acknowledge the Orders on the Supplier Portal, and will send Order Response messages to the Service Receiver’s ERP/MRP system.

• The Service Provider’s Portal will receive Order Acknowledgement messages from the Service Receiver’s ERP/MRP system, and update and reflect this on the Supplier Portal.

• The Service Provider’s Supplier Portal allows the Receiver’s Suppliers to create and update Dispatch Advice information in the Supplier Portal, the Supplier Portal sends Dispatch Advice messages to the Service Receiver’s ERP/MRP system. The Supplier Portal, for Bookings with ‘No Invoice Control’, will generate a PDF report file, and print it to a designated default printer at the Service Receiver’s Supplier’s Forwarder.

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

In addition, the Supplier Portal will, once a Supplier has created a shipment and dispatched it, create a packing information (Flag/Label) PDF report and print it on the designated default printer that the Supplier has set up within the Supplier Portal.

• The Service Provider’s Supplier Portal will receive Goods Received messages and create and update this information in the Supplier Portal.

• The Service Provider’s Supplier Portal allows the Service Receiver’s Supplier to create and update an Invoice within the Service Provider’s Supplier Portal, the Supplier Portal transmitts the Invoice to the Service Receiver’s ERP/MRP system.

• When the Service Provider’s Supplier Portal identifies a corrupt message or one with invalid or bad data, the Service Provider’s Supplier Portal will generate and send an email to the designated Service Receiver contact. The Service Receiver determines how best to correct the invalid message.

1,700 emails Monthly

• Access to Supplier Portal Application — Service Provider will provide access to application for authorized Service Receiver Suppliers and staff per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts.

• Supplier Portal Support & Maintenance — Service Provider will monitor incident resolution requests from the Service Receiver’s Superusers and Staff, and recommend and implement incident resolution per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

150 Incidents
Annually

• Supplier Portal Database Support — Service Provider will monitor incident resolution requests, and recommend and implement incident resolution

Minimum Service

BAU Transaction

Period

Service #

Service Name

Description of Service

Volume

(in mo.)

Service Charge

per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

IT-Supplier Portal-03	Supplier Portal Migration	• Support of data extraction requests from the Service Receiver	Time and Materials Based on Additional Pricing Section

		• Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details

		Service Provider will provide the following education and training services:

IT-Supplier Portal-04	Supplier Portal Training	• Provide training and education to the Service Receiver’s staff to enhance their capability to stand alone and manage a Portal	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

IT-Supplier Portal-05	Supplier Portal Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Supplier Portal Application and related interfaces	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Supplier Portal Applications by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Emmaboda, Sweden to ITT co. global locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A, within the Service Receiver’s systems and applications.

	•		If Service Receiver, or the Service Receiver’s Supplier(s), sends inaccurate data to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		The Service Receiver will continue to utilize and have available a Supplier Portal Superuser (senior buyer and business expert) to provide first line support for the Supplier Portal.

	•		The Service Receiver’s Staff will need to have the Citrix client installed on their PC devices.

	•		The Service Receiver’s must have one of the following ERP/MRP systems active in order to utilize the Service Provider’s Supplier Portal: Business Planning and Control System (BPCS), Planning Resource Management System (PRMS) or IDMS B&G systems.

	•		Service Receiver, in a separate and independent agreement, must have Websphere MQ systems active and maintained with the correct interfaces and data feeds to Supplier Portal by the Service Receiver for the period of time in which this agreement is in effect.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

The Service Provider will provide support services during Swedish Office Hours, Monday through Thursday from 7:30am to 4:30pm, and on Friday from 7:30am to 1:30pm Swedish time. Incidents logged after Swedish Office Hours will be addressed on the start of the next support day.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A


Message Name	Business Purpose	Source System	Destination System
Supplier	Service Receiver Creates and Maintain Supplier data in the Supplier Portal	Service Receiver MRP/ERP	Supplier Portal

Orders	Service Receiver submits Purchase Orders to their Suppliers, via the Supplier Portal	Service Receiver MRP/ERP	Supplier Portal

Order Response	Supplier communicates to Service Receiver that the Order has been acknowledged	Supplier Portal	Service Receiver MRP/ERP

Order Response Acknowledgement	Service Provide communicates to their Supplier that the Service Provider acknowledges the Response from their Supplier	Service Receiver MRP/ERP	Supplier Portal

Dispatch advice	Supplier communicates to the Service Receiver when the Purchase Order has been fulfilled, manufactured and/or Packed. Supplier communicates to the Service Receiver Pickup Orders, Ship Dates, and VMI Goods collection notifications	Supplier Portal	Service Receiver ERP/MRP

Good Received	Service Receiver communicates to their Supplier that the Shipment has been received	Service Receiver ERP/MRP	Supplier Portal

Invoice	Supplier communicates to the Service Receiver a Invoice for payment	Supplier Portal	Service Receiver ERP/MRP

SCHEDULE BA6
SERVICES TSA ANNEX FOR
AXMINSTER

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to: Duncan Lewis

PARTIES TO THE AGREEMENT






1.		Service Provider: Lowara (UK) Ltd.

2.		Service Recipient: ITT Industries Ltd.

GENERAL SERVICE DESCRIPTION

1.		Pump Testing Services

2.		Information Technology Services

3.		Finance Support Services

TERM AND OPTION

1.		24 months — Commencing on the date of the separation into 3 companies

2.		Service Recipient will have the option to terminate this agreement at any time after the 1^st 12 months with 6 months advance written notice to the Service Provider.

SERVICES TO BE PROVIDED

Pump Testing Services

	a.		ITT personnel shall follow Lowara’s written pump test procedures when conducting tests.

	b.		ITT personnel who will use the test area must regularly attend an induction course on Lowara’s environmental, safety & health (ESH) procedures.

	c.		Only the ITT personnel who have been trained in these regular ESH induction courses shall be eligible to carry out pump tests.

	d.		All ITT personnel and items/pumps that will use the test area must be logged into and out of the Lowara facility in accordance with Lowara’s entrance and exit policies for non Lowara personnel.

	e.		Service recipient shall carry out a risk assessment in accordance with service provider’s on each occasion that recipient utilizes the test area.

	f.		The test area must be left in the same condition post testing as it was prior to the testing.

	g.		Lowara personnel working near the test area will not oversee or assist in the pump testing.

Information Technology Services

Provide day-to-day on-site IT support

	i.		If ITT BPCS network is not functioning properly provide troubleshooting and support.

	ii.		Provide BPCS ‘permissions’ locally (rather than contacting Lowara support center in Italy).

	iii.		Provide troubleshooting and support for ITT employee laptop and desktop computers.

	iv.		Assist ITT with installing new software as needed.

Finance Services (Lowara support for ITT)

Provide day-to-day on-site Finance support related to the BPCS IT system

	i.		ITT is installing a new BPCS system. They have been relying on a similar system hosted by Lowara in Italy.

	ii.		ITT likely needs the system to collect the same information that the Lowara system generates today.

	iii.		ITT may require assistance from Lowara to collect information from the ITT Co / IP BPCS system.

LOCATIONS

Lowara facility located at the following address:

Lowara (UK) Ltd.
Millwey Rise Industrial Estate
Axminster EX13 5HU, United Kingdom

PREREQUISITES/DEPENDENCIES

1.		Real Estate Sublease is in effect.

2.		Service Recipient will follow all of Service Provider’s Environmental, Safety, & Health (ES&H) policies and procedures while using the pump testing facilities. Service Provider will provide its ES&H written policies to Service Recipient at the outset of this agreement and agrees to provide overview training prior to the Service Recipient’s use of the pump testing facilities.

3.		Service Recipient’s customers will be granted access to the test facility along with Service Recipient’s representatives for a customer witnessed pump test.

4.		Service recipient is precluded from hiring Service Provider’s employees that may provide these services under this agreement for the duration of this agreement plus an additional 1 year after the agreement is terminated.

5.		In the event of 3^rd party claims against Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3^rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at is sole cost the extent permitted to do so under United Kingdom law.

TAX STATUS

1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in the United Kingdom

2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in the United Kingdom

3.		VAT of the current rate % of the invoice amount will be charged by the service provider to the service recipient

BILLING LOCATION

Lowara (UK) Ltd. Millwey Rise Industrial Estate Axminster EX13 5HU, United Kingdom

SERVICE LEVEL

Service Provider agrees to use reasonable care and diligence in the fulfillment of all services described above. Service Provider also agrees that it will promptly carry out services based on reasonable business practices and judgment.

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above.

NOTICE REQUIREMENTS


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

PRICING & PAYMENT TERMS

1.		The hourly fixed charge for use of the pump testing area shall be Cost plus 2% - 10% per hour for the term of this agreement — payable in British Pounds.

2.		The hourly fixed charge for Information Technology services and Finance Support services will be Cost plus 2% - 10% per hour for the term of this agreement — Payable in British Pounds.

3.		The fixed hourly rate of Cost plus 2% - 10% per hour shall be the minimum charge. Partial hour charges will be rounded up to include the entire hour. For example, a service provided in 2 hours and 20 minutes will be charged at 3 hours or Cost plus 2% - 10%.

4.		Invoices will be prepared monthly and mailed to the service provider via email. Invoices shall include the date services were provided, the name(s) of the person(s) who provided the service, the number of hours spent providing the service, and the description of the product that was tested where applicable.

5.		There will be no additional backup attached to these invoices.

6.		Invoice payment terms are net 30 days from invoice date.

SCHEDULE BA7
TEST AND PAINT SERVICES TSA IN
NANJING

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

PARTIES TO THE AGREEMENT

	1.		Service Provider — ITT Nanjing Co., Ltd (Xylem Nanjing)

	2.		Service Recipient — IP China / Shanghai Goulds Pump

GENERAL SERVICE DESCRIPTION

Service Provider to provide pump testing and pump painting services to Service Recipient.

Pumping testing and pump painting; Agreement to last until October 31, 2013

Testing service for VIT pumps and other pumps; Painting service for all pumps

TERM AND OPTION

Maximum Service Period — 24 months — Commencing on the Distribution date.

	2.		The Hourly rates are set forth below under Pricing & Payment Terms. There is an escalation in price after the 1^st 12 months, as set forth in the pricing terms.

	3.		Service Recipient will have the option to terminate this agreement, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1^st 12 months with 1 month advance written notice to the Service Provider

	4.		This agreement cannot be extended beyond the term of 24 months.

SERVICES TO BE PROVIDED

Testing of IP China / SGP products

	a.		Service Provider provides Service Recipient full access to the test bed and infrastructure to fully test pumps and other related products

	b.		Service Provider also provides tools, equipment and personnel to fully validate a product as required by Service Recipient.

	c.		Service Provider also fully tests the products per instructions from Service Recipient or its customers or its agents

	d.		Service Provider provides full report(s) on the results of the test and performance of the products

	e.		Service Provider personnel will take control of the products at the loading dock and transfer the products to the test bed, install them on the test bed, fully test the products, remove the products and package them and return as required by Service Recipient

	f.		Service Recipient or its agents or its customers will have access to the products while they are being prepared for testing, while products are being tested and while the products are being processed for return to Service Recipient

	g.		Service Recipient or its agents or its customers will have access to the control room in order to witness the test.

	h.		Only Service Provider personnel are allowed to run the test and operate all tools, machinery and controls related to the testing of these products

Painting of IP China / SGP products

	a.		Service Provider provides paint services to Service Recipient utilizing existing paint booths at the Nanjing factory

	b.		Service Provider provides paint services according to Service Recipient requirements as agreed in the individual orders placed by Service Recipient

	c.		Service Provider personnel will take control of the products at the loading dock and transfer the products to the paint booth, prep the products properly before installing them in the paint booth, fully paint the products, remove the products from the paint booth and package them and return as required by Service Recipient

	d.		Service Recipient or its agents will have access to the products before and after the painting process in order to witness and accept the painted product.

Service Provider and Service Recipient agree on lead-times for testing and painting of each product at the time of placing of the order. Service Provider will make reasonable efforts to comply with the agreed lead-time and will communicate with the Service Recipient if there are any delays in fulfilling the order.

LOCATIONS

Service Provider factory is located at the following address:

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

TAX STATUS

	1.		Service Provider — Payments received under the terms of this agreement will be considered taxable income in China

	2.		Service Recipient — Payments made under the terms of this agreement will be tax deductible in China

PREREQUISITES/DEPENDENCIES

After the termination of this agreement, it may be necessary from time to time for the Service Provider, on behalf of the Service Recipient, to respond to inquiries made by customers or government authorities about Service Recipient’s financial statements and tax filings, including providing support for audits. In this event, the Service Provider will contact the Service Recipient and agree on an appropriate course of action and response. To the extent that Service Provider’s resources are to be used to respond to the inquiries, after the TSA ends, the Service Provider will be entitled to invoice the Service Recipient at the following rates per hour provided if assistance is needed under this section after 2012, the parties will renegotiate such rates in good faith;

	a.		Clerical — US$20.00

	b.		Professional — US$30.00

	c.		Management — US$77.00

	2.		At the termination of this agreement, the Service Recipient will provide the necessary support at its own expense to transfer data to its own systems. The Service Provider will agree to provide training to the Service Recipient’s employees on the Service Provider’s premises or via conference call / web ex prior to the termination of the agreement. The Service Provider will not be required to send any of its employees to any other Service Recipient location.

	3.		In the event of 3^rd party claims against the Service Recipient which are unrelated to this agreement, the Service Recipient agrees to indemnify the Service Provider for any costs that the Service Provider may incur in the event that the 3^rd party elects to also claim damages against the Service Provider because of their relationship with the Service Recipient. The Service Recipient also agrees to defend the Service Provider at its sole cost to the extent permitted to do so under Chinese Law.

BILLING LOCATION

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1.		Service Provider — Dan Kelly

		1133 Westchester Avenue

		Suite 2000

		White Plains, NY 10605

2.		Service Recipient — Joanne Scalard

		1133 Westchester Ave

		Suite 3000

		White Plains, NY 10605

NOTICE REQUIREMENTS


		Prior Notice Requirement to
No.	Third Party Provider	Terminate Service

PRICING & PAYMENT TERMS

The hourly fixed charge for testing services provided under this TSA

	a.		Specified by model as described in the attached table

	b.		The hourly rate has an escalation as described in the table

The hourly fixed charge for painting services provided under this TSA

	a.		Specified by model as described in the attached table

	b.		The hourly rate has an escalation as described in the table

3.		Refer to the attached MS-Excel pricing document for the pricing details

4.		All Invoices are payable in Chinese Yuan (RMB).

5.		Invoices will be prepared monthly and mailed to the service recipient via email or regular mail.

6.		The 1^st invoice will be dated on the last day of the financial closing in November 2011

7.		Invoice payment terms are net 30 days from invoice date.

8.		Subsequent invoices will follow every 30 days as long as there is activity. If Service Recipient don’t use any testing services in any given month, Service Provider doesn’t have to provide an invoice.

Performance test routing time for IP products

Need

hoisting

Total time

TSA Rate 2011

TSA Testing

TSA Rate 2012

TSA Testing

TSA Rate 2013

TSA Testing

Model

machine

(Hr.s)

(USD/hr)

Price (USD)

(USD/hr)

Price (USD)

(USD/hr)

Price (USD)

3196Sti

1.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3196Mti/Lti

1.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3196X17/XLti

1.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185S

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185M

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185L

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185XL

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180S

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180M

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180L

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180XL

1.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3409S

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3409M

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3410S

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3410M

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3410L

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3171S/ST

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3171M/MT

2.07

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

VIT 6“~13”

4.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

VIT14“~20”

4.67

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

VIT 20“ ~34”

yes, when the length

7.87

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Painting routing time for IP products

Painting Time

TSA Rate 2011

TSA Painting

TSA Rate 2012

TSA Painting

TSA Rate 2012

TSA Painting

Model

(Hr.s)

(USD/hr)

Price (USD)

(USD/hr)

Price (USD)

(USD/hr)

Price (USD)

3196Sti

0.6

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3196Mti/Lti

0.7

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3196X17/XLti

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185S

0.7

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185M

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185L

0.9

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3185XL

1.2

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180S

0.7

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180M

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180L

0.9

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3180XL

1.2

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3409S

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3409M

1.5

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3410S

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3410M

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3410L

1.2

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3171S/ST

0.6

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

3171M/MT

0.8

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

VIT 6“~13”

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

VIT14“~20”

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

VIT 21“ ~34”

4.5

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

Cost plus 2% - 10%

SCHEDULE BA8
SERVICES TSA SCHEDULE FOR
CHIHUAHUA

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

PARTIES TO THE AGREEMENT

1.		Service Provider – Flow Control LLC

2.		Service Recipient – Aerospace Controls LLC

GENERAL SERVICE DESCRIPTION

1.		Pass through of American Industries shelter plan expenses

2.		IT Services

3.		Environmental Health and Safety Services

TERM AND OPTION

1.		Minimum Service Period — 6 months – Commencing on the Distribution Date

2.		The Monthly Costs are set forth below under Pricing & Payment Terms. The Service Recipient and Service Provider agree that, except as set forth in this Services TSA Schedule for Chihuahua (“this TSA”) no additional 2%, 10% or 4.5% increase in such pricing should be applied as set forth in Section 2(a)(i) of the Agreement.

3.		Service Recipient shall have the option to renew at 1.15 times the monthly fixed charge as noted below for an additional 3 months if written notice is provided 60 days prior to the end of the Minimum Service Period. Service Recipient will have the option to terminate this agreement at any time, with no additional make-whole fee as required by Section 11(b) of the Agreement, after the 1^st 6 months with 1 months advance written notice to the Service Provider

J-1

SERVICES TO BE PROVIDED

Pass through of American Industries (the Shelter Plan Company) expenses including but not limited to the following;

	a.		Manage relationships with all Mexico government agencies

	b.		Human Resources

	i.		Recruit, selection and hiring of required personnel

	ii.		Labor administration

	1.		Employee contracts

	2.		Employee badge administration

	3.		Compensation package

	4.		Promotion policies & employee transfers

	5.		Maintain employee records

	6.		Employee conflict resolution

	7.		Manage relationship with Labor Board

	8.		Instruct personnel supervisors

	9.		Develop and manage collective work agreement

	10.		Ensure compliance with labor laws

	11.		Negotiate with labor union

	12.		Xpat support and administration

	iii.		Conduct required personnel training

	iv.		Payroll Services

	1.		Collect weekly payroll and timekeeping data

	2.		Gather supervisor approvals

	3.		Process payroll

	4.		Input of new hires into payroll system

	5.		Process employee terminations

	6.		Manage savings fund program

	7.		Administer food coupons

	8.		Make required payroll tax payments

	9.		Provide cost per hour reports on line

	10.		Timely payments to employees

	11.		Maintain payroll and HR software

Employee retention programs

Administer all employee retention programs (cafeteria, social security, medical, loans, day care etc)

vi.

Infirmary Coordination

	1.		Manage dispensary services

	2.		Manage disability cases

	3.		Maintain medical records

	4.		Inspect cafeteria services

vii.

General Services

Hire and manage cafeteria services

	2.		Hire and manage transportation services

	3.		Control access to facility through time and attendance system

	4.		Address maintenance and cleanliness concerns

	5.		Address any employee related issues with government agencies

Procurement, Accounting and Fiscal

	i.		Payment of all required Mexico corporate taxes

	ii.		Payment of all required payroll taxes

	iii.		Calculation and administration of employee profit sharing program

	iv.		Maintain fixed asset records

	v.		Process accounts payables (MR0) invoices on a timely basis and pay suppliers

	vi.		Obtain bids and proposals from suppliers and evaluate in a timely manner

	vii.		Manage vendor relationships

	viii.		Issue Purchase Orders to suppliers

	ix.		Track open purchase orders

	x.		Obtain required invoice approvals

	xi.		Code vendor invoices to proper account numbers

	xii.		Process and administrate employee travel expenses

	xiii.		Provide budget and actual spending reports

	xiv.		Maintain relationship with banks and bank account administration

	xv.		Prepare Shelter plan invoices that are sent to the service provider and pro rate expenses if necessary between the service provider and the service recipient

	xvi.		Resolve issues with government auditors

	xvii.		Keep required backup for statutory and audit purposes

	xviii.		Prepare required statutory financial statements and file on a timely basis

	xix.		Maintain general ledger software

Freight forwarding activities

Southbound

	1.		Receive and unload goods in port of entry

	2.		Verify identification data

	3.		Prepare wrap and weigh pallets

	4.		Forward documentation to Mexico customs broker

	5.		Prepare detailed reports on quantity of bundles on each truck

	6.		Ensure efficient customs clearance

ii.

Northbound

Coordinate with service recipient for disposal of waste material returned from Mexico

Import and Export

i-Exports

	1.		Process pro forma invoice, packing list, pedimento

	2.		Review above for accuracy

	3.		Dispatch truck

	4.		Traffic (Follow of the truck)

	5.		Invoice review for carriers and Customs brokerage

	6.		Payment requisitions for services

ii-Imports

	1.		Review list of goods

	2.		Classify merchandise

	3.		Coordinate with counterpart broker

	4.		Process pro forma invoice, packing list, pedimento

	5.		Review above for accuracy

	6.		Dispatch truck

iii.

Other Shipments (Valencia)

	1.		Review list of goods

	2.		Classify merchandise

	3.		Input parts and data to SOE system

	4.		Coordinate with counterpart broker

	5.		Process pro forma invoice, packing list, pedimento

	6.		Review above for accuracy

	7.		Dispatch truck

iv.

Virtual imports exports

	1.		Review list of goods

	2.		Classify merchandise

	3.		Input parts and data to SOE system

	4.		Coordinate with counterpart broker

	5.		Process pro forma invoice, packing list, pedimento

	6.		Review above for accuracy

	7.		Dispatch truck

	v.		In cases of customs inspection, coordinate with inspector for clearance of goods

	vi.		Tracking of open and close Pedimentos

	vii.		Process complimentary Pedimentos to pay duties

	viii.		Prepare paperwork required to comply with Anexo 24

	ix.		Import / export record keeping

	b.		Provide support for classification of merchandise for US & Mexico customs purposes

	c.		Review import export shipment information for accuracy

	d.		Coordinate shipments and carriers to Service Recipient factories/customers in Mexico

	e.		Coordinate virtual import/exports

	i.		Coordinate with counterpart broker

	ii.		Review documentation for accuracy

	iii.		Agree with data to be submitted

	f.		Coordination of customs shipment inspection activities to ensure timely resolution and clearance of goods

	g.		Record keeping

	i.		Ensure customs related documents are filed on a timely basis

	ii.		Assure easy access to customs documentation when needed

	h.		Coordinate with broker to ensure timely opening and closing of Mexican Pedimentos

	i.		Ensure Mexican Pedimento duties are paid on a timely basis

	j.		Maintain relationship with the Mexico Secretary of the Economy. Provide information as required.

	k.		Insure timely compliance with Anexo 24

	l.		Completion and filing of annual report of Foreign Business Transactions

	m.		Process and file amendment applications for the Maquila Program

	n.		Provide information to the tax authorities as required or requested

	o.		Support D&T audits of customs activities

	i.		Attend meetings

	ii.		Provide information

	iii.		Maintain control over audits

	p.		Support customs audits

	i.		Attend meetings

	ii.		Provide information & review audit findings and comments

Note: For a complete list of pass through services to be provided by the service provider to the service recipient please refer to the service provider’s contract with the Shelter Plan Provider- Scope of Shelter Services section of the contract

IT Services

Technical on site support for PC’s, software and services as requested by Service Recipient

Environment Health and Safety Services (EH&S)

	a.		Water Management services

	b.		Reporting to government agencies in a timely and accurate manner

	c.		Obtain required permits

	d.		Chemical handling process

	e.		Sale of scrap handling

	f.		Ensure compliance with statutory legislation

LOCATIONS

Flow Control Chihuahua Mexico facility located at the following address;

Av. Washington # 3701, Edificio 8
Parque Industrial las Americas
C.P. 31114
Chihuahua, Chihuahua. Mexico 31200

PREREQUISITES/DEPENDENCIES

1.		The service provider will enter into a new shelter plan agreement with American Industries (the Shelter Plan Company) prior to the Distribution Date

2.		Service Recipient will sign all required EHS filings, permits etc. NO POA will be provided to the Service Provider

3.		Service Recipient is precluded from hiring Service Provider’s employees that provide the services under this TSA for the duration of this TSA plus for an additional one year after the TSA is terminated.

4.		At the expiration of this agreement, the Service Provider may hire any of the Service Recipient’s shelter plan (American Industries) employees, if it chooses to do so.

5.		The Service Provider’s IT department will be allowed access to service recipient’s designated areas as per the floor plan that forms a part of the Chihuahua facility rental TSA for purposes of providing the services that are included in this agreement. The Service Provider’s IT department will have the right to access the Service Recipient’s IT data in order to provide the services that are included in this agreement

6.		To the extent that the Shelter Plan Company does not fulfill its obligations to the service provider under the terms of its agreement with the service provider, the service provider will have a reasonable period of time to prepare and to implement an alternative action plan to provide the services as described in this TSA. Both parties will make good faith efforts to cooperate with each other in the foregoing process and will mutually agree on the alternative approach with regard to the provision of services, due to the nonperformance of the Shelter Plan Company. The failure of the Shelter Plan Company to fulfill its obligations will not excuse the service provider from providing the services that are being passed through to the service recipient under the terms of this TSA.

7.		Service recipient agrees to continue to pay any pass through expenses as per the Services To be Provided – Item 1 section of this agreement that may be presented for payment by the service provider after this agreement is terminated due to logistical or other issues, provided appropriate backup documentation is sent with the service provider invoice

8.		To the extent that the Service Provider or the Shelter Plan Company terminates any of its employees who are providing services solely to the Service Recipient (and not supporting any other aspect of the Service Provider’s business) under this TSA at the end of this agreement because of lack of work, the Service Recipient agrees to reimburse the Service Provider for any one time termination costs that are required to be paid as per government regulation or company policy.

TAX STATUS

1.		Service Provider – Payments received under the terms of this agreement will be considered taxable income in the United States

2.		Service Recipient – Payments made under the terms of this agreement will be tax deductible in the United States

BILLING LOCATION

Flow Control LLC – Glouchester, Mass. USA

NOTICES

All correspondence with respect to this agreement should be sent to the Service Owners listed above with copies to the following;

1.		Service Provider – Dan Kelly

		1133 Westchester Avenue

		White Plains, NY 10605

2.		Service Recipient – Alan Gilden

		28150 Industry Drive

		Valencia, Ca. 91355

NOTICE REQUIREMENTS


		Prior Notice Requirement to
No.	Third Party Provider	Terminate Service
	American Industries	See Term and Option above

PRICING & PAYMENT TERMS

American Industries (the Shelter Plan Company) pass through expenses

	a.		Service Provider will invoice Service Recipient once a month immediately following receipt of invoices from the Shelter Plan Company and obtaining timely invoice approval from both the service provider and service recipient Mexico General Mangers. The monthly invoice from the service provider will be accompanied by all of the Shelter Plan Company invoices as substantiation for the invoice. All invoices will be payable in US Dollars.

	b.		There will be no changes to proration percentages used by the Shelter Plan Company to allocate pass through expenses between the service provider and service recipient during term of this agreement. The proration percentages used by the Shelter Plan Company immediately prior to the Distribution Date will be used for the term of this agreement.

	c.		The Service Recipient’s Mexico General Manager agrees that invoice approval must be completed within 5 days of receipt of the invoices from the Service Provider or reasons for non approval disclosed to the Service Provider.

2.		IT Services, as defined in this agreement, will be charged on a time and materials basis. Materials will be charged at Service Provider’s cost and required labor will be charged at a rate of $25.00 per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges

3.		EH&S Services, as defined in this agreement, will be charged on a time and materials basis. Materials (example – permit fees) will be charged at Service Provider’s cost and required labor will be charged at a rate of $25.00 per hour, payable in US Dollars. Invoices will be prepared monthly. Copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges

4.		Invoices as per items 1-3 above and the associated backup will be physically mailed in one package once a month by the service provider to the service recipient.

5.		There will be no additional backup attached to these invoices for items 1 and 2 above. For item 3 copies of vendor invoices will be attached to the invoice to support the materials charges and timesheets showing the number of hours and dates worked by person will be attached to support labor charges

6.		Sales taxes will be charged if required by USA state law

7.		Invoice payment terms are net 30 days from invoice date.

8.		Payments over 10 days late will be charged interest at a rate of 10% per annum

9.		Exit costs as well as costs incurred to respond to inquiries by the authorities by the Service Provider on behalf of the Service Recipient which occur after this agreement has been terminated will be invoiced & billed by the Service Provider as soon as practicable with appropriate backup documentation.

SCHEDULE BA9
BASIC TIME AND MATERIALS SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Xylem Inc.
Tim Coogan	TSA Manager		Tim.Coogan@itt.com

Service Recipient’s Contact

ITT Corporation
Daryl Bowker	TSA Manager		Daryl.bowker@ittcorp.com

PARTIES TO THE AGREEMENT

Service Provider: Xylem Inc.

Service Receiver: ITT Corporation

TERM AND OPTION

The Term shall be 18 months commencing on the Distribution Date. There shall be no Minimum Service Period.

GENERAL SERVICE DESCRIPTION

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world.

PREREQUISITES/DEPENDENCIES

use commercially reasonable efforts to provide similar services. However, if Service Receivers or an affiliate employ any of the Experts, the specific service requested under this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver.

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

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

ITT Corporation
240 Fall Street
Seneca Falls, NY 13148
Attention: Daryl R. Bowker

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

Xylem Inc.
1133 Westchester Avenue
Suite 2000
White Plains, NY 10604
Attention: Tim Coogan

PRICING

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.


Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour


*		Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

SCHEDULE BC2
BASIC TIME AND MATERIALS SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Xylem Inc.
Tim Coogan	TSA Manager		Tim.Coogan@itt.com

Service Recipient’s Contact

Exelis Inc.
Joe Daniel	TSA Manager		Joe.daniel@itt.com

PARTIES TO THE AGREEMENT

Service Provider: Xylem Inc.

Service Receiver: Xylem Inc.

TERM AND OPTION

The Term shall be 18 months commencing on the Distribution Date. There shall be no Minimum Service Period.

GENERAL SERVICE DESCRIPTION

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedue

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

Xylem Inc.
1133 Westchester Avenue
Suite 2000
White Plains, NY 10604
Attention: Tim Coogan

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

Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attention: Joe Daniel

PRICING

The hourly rates below include a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.


Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour
Hourly Rate for a Non Executive		$100 per hour
Hourly Rate for an Executive		$150 per hour


*		Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

SCHEDULE BC3
SINGAPORE PERSONNEL SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Gary Jollow	HR Director Water and Wastewater Singapore		Gary.Jollow@itt.com

Service Receiver’s Contact

Douglas Parks	Geospacial Systems, HR Director		Douglas.Parks@itt.com

PARTIES TO THE AGREEMENT

Service Provider: ITT Water and Wastewater Singapore PTE LTD
Service Receiver: Exelis Inc.

GENERAL SERVICE DESCRIPTION

ITT Water and Wastewater Singapore PTE LTD (“WWW”), now known as _________________, entered into a Tenancy Agreement (the “Tenancy Agreement”), commencing on April 27^th 2011 with Prof Tan Teck Koon (“Landlord”) with respect to an apartment located at 41a Bedok Ria Crescent #01-30 Stratford Court, Singapore 489929 (the “Premises”) for the benefit of employee (Ron Davis) and his family (collectively, the “Tenants”) to be transferred to Service Receiver. The Service Receiver and Tenants desire to terminate the Tenancy Agreement effective as of November 20, 2011 (the “Termination Date”) pursuant to an agreement between the Service Provider and the Landlord (the “Buy-out Agreement”).

The negotiations of the Buy-out Agreement were led by the Service Receiver. Pursuant to the Buy-Out Agreement, the Service Provider agreed to pay the landlord a certain sum of money that would cover all known obligations of Service Provider to the Landlord (the “Buy-out Amount”). In addition, the Buy-out Agreement also provides that the Landlord is directed to pay the Deposit, as defined in the Tenancy Agreement, directly to the Service Receiver.

SCOPE OF SERVICES

Service Provider shall not do anything to disrupt or terminate the Tenancy Agreement prior to the Termination Date. Service Provider shall, within 30 days of receipt, deliver to the Service Receiver any and all amounts received from the Landlord with respect to the Premises.

Service Receiver shall indemnify and hold the Service Provider harmless for any and all actual costs or expenses incurred by Service Provider or paid by Service Provider to the Landlord in connection with the Premises, any remaining tax claims/issues associated with the sponsorship of Ron Davis or any claims Ron Davis may have with respect to his sponsorship by Service Provider or with respect to termination of his sponsorship by Service Provider. (the “Indemnified Amounts”). Service Receiver shall pay the Indemnified Amounts within 30 days of receipt of a notice describing the amount and reason Service Provider paid Landlord or any third party any amount in connection with the Premises. If such amount is greater than $5,000, Service Provider shall notify Service Receiver 5 business days in advance of such payment to the Landlord or third party in connection with the Premises and shall allow the Service Receiver to contest the payment or the claim. Service Receiver will be liable for any and all actual damages, costs or expenses incurred by Service Provider in the event Service Provider contests the payment or the claim.

LOCATIONS

Singapore

PREREQUISITES/DEPENDENCIES

None

BILLING LOCATION

Service Provider will provide Service Receiver with an invoice to its address set forth below.

NOTICE REQUIREMENTS

Notices under this Schedule should be sent to the following addresses (with an email copy to the Service Owners set forth above):

If to Service Provider:
Xylem Inc.
1133 Westchester Avenue
Suite 2000
White Plains, NY 10604
Attention: Dan Kelly

If to Service Receiver
Exelis Inc.
1650 Tysons Blvd #1700
McLean, VA 22102-4827
Attention: Rachel Semanchik

PRICING

Service Receiver shall pay all miscellaneous expenses (telephone, broadband, utilities) charged to and paid by Service Provider with respect to Ron Davis and his family. Service Provider shall provide Service Receiver with an invoice detailing such amounts and Service Receiver shall pay such amounts within 30 days of the date of such invoice.

SCHEDULE BC1
UK BENEFITS SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Barbara West	UK Benefits Manager		barbara.west@fluidtechnology.com

Service Recipient’s Contact

Caroline Hunt	Senior Benefits Manager		Caroline.hunt@itt.com

PARTIES TO THE AGREEMENT

Service Provider: Water Process Ltd

Service Receivers: collectively, ITT Defense, Ltd and EDO MBM Technology Ltd.

GENERAL SERVICE DESCRIPTION

Service Receivers have two business locations in England — Brighton and Basingstoke. Benefits for Service Receivers in England have been managed pre-spin by Service Provider based in Basingstoke. Service Receivers need assistance from Barbara West and/or Linda Frawley (collectively, the “Experts”) on a time and materials basis to provide services similar to those provided to the Service Receivers during the 12 month period prior to October 1, 2011, including continuity of Benefits Administration, training and advice for 18 months (“Minimum Term”), but not longer than 24 months from the date hereof (“Maximum Term”).

SCOPE OF SERVICES

The following services will be provided on a time and materials basis by the Experts.

	•		Completion of Harmonization of Benefits for Service Receivers’ Brighton location

	•		Launch Flexible Benefits Package for Service Receivers’ Brighton and Basingstoke locations including administration, communications, etc.

	•		Assistance in establishing Service Receivers’ policy for enrollment in Private Medical

	•		Assistance with establishing, implementing and administering a share incentive plan for the Service Receivers.

	•		Assistance with the administration and preparation for cessation of Service Receivers’ Defined Benefit Plan (General Pension Plan) and movement to a Defined Contribution Plan (ITT Retirement Savings Plan)

	•		Provide guidance in negotiating premiums with various Benefit Brokers to include interfacing with appropriate Benefits Vendors on behalf of Service Receivers, but not executing agreements on Service Receivers’ behalf.

	•		Facilitate the transition of the Benefits Vendor relationship to designated Service Receivers’ HR Benefits Manager

	•		Facilitate the transition of the daily benefit activities to the HR staff of both Service Receivers in Basingstoke, UK and Brighton, UK

	•		Provide guidance on applicable British Laws versus Benefits provided, but not legal advice.

	•		All communications initially prepared by the Experts to Service Receivers’ employees will be reviewed by the Service Receiver’s Sr. Manager of Benefits and Service Receivers’ Vice President, Human Resources, or such other person as may be designated by Service Receivers

	•		The Experts will provide employees designated by the Service Receivers with monthly status reports. The Experts will work under a schedule mutually agreed to prior to October 1, 2011 which will average approximately eight (8) hours per week during the first three (3) to six (6) months and then two (2) to four (4) hours thereafter. The Experts will utilize their current office and equipment at Service Provider, Basingstoke, England, unless Service Provider moves such employees, at its discretion.

	•		Such other services as the Experts have provided to ITT Corporation’s Defense business during the twelve (12) month period prior to October 1, 2011 and requested by Service Receiver, which shall not include legal or tax advice or the execution of any documentation for any governmental authority.

LOCATIONS

Basingstoke, UK

Brighton, UK

PREREQUISITES/DEPENDENCIES

The Experts remain employees of Service Provider. Service Receivers acknowledge and agree that Service Provider has discretion to terminate the Experts and the Experts have the ability to terminate their employment with Service Provider. In the event the Experts are no longer employed by Service Provider, Service Provider’s then current benefit manager will, at the request of the Service Receivers, provide similar services at an agreed to hourly rate, based on such benefit manager’s all in cost to the Service Provider (total compensation plus allocated overhead). However, if Service Receivers or an affiliate employ any of the Experts, this Schedule can be terminated by the Service Provider, at the Service Provider’s sole discretion on 5 business days notice to the Service Receiver. In the event the Experts are no longer employed by Service Provider or no longer capable of providing services due to disability, and the Experts are not replaced by another benefits leader, this Schedule shall terminate with no further obligations of either party.

The Service Receivers’ human resources department shall cooperate with the Experts as the Experts provide service under this Schedule.

TAX STATUS

VAT will be charged as determined by the Service Provider

BILLING LOCATION

Service Provider will provide ITT Defense, Ltd. with an invoice to its address set forth above. The bill will cover all charges for services under this Schedule from Service Provider to both Service Receivers and, to the extent reasonably feasible, will be itemized between the two Service Receivers. The invoice will contain the number of hours each Expert worked, a short paragraph describing the services and the British Pound amount per Expert.

SERVICE LEVEL

To the extent necessary data is available after the date hereof, the Experts will provide the same service level to the Service Receiver as they provide to their employer.

NOTICE REQUIREMENTS

Notices to the Service Provider should be sent to
Water Process Ltd, Jays Close,
Viables Estate, Basingstoke, Hampshire RG22 4BA
Attention: Barbara West

Notices to the Service Receiver should be sent to
ITT Defense, Ltd and EDO MBM Technology Ltd.
C/O Exelis Inc.
1919 W Cook Rd
Fort Wayne, Indiana 46818
Attention: Caroline Hunt

PRICING

In addition to the costs specifically set forth below, Service Receivers shall also pay all business travel expenses relating to the Services.

The hourly rates below include a 4.5% increase each year for inflation and a 2% increase for a profit margin. In the event the service continues past the Minimum Term, the rate will increase by 8%


Service		Hourly Rate
Hourly Rate for Ms. West.		“Cost plus 2% - 10%” during 2011
		“Cost plus 2% - 10%” during 2012
		“Cost plus 2% - 10%” during 2013
Hourly Rate for Ms. Frawley		“Cost plus 2% - 10%” during 2011
		“Cost plus 2% - 10%” during 2012
		“Cost plus 2% - 10%” during 2013

SCHEDULE CA1
GENERAL LEDGER ACCOUNTING
ITT HQ

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform General Ledger Accounting Services for ITT Corp Headquarters for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide General Ledger Accounting Services to ITT Corp Headquarters:

• Balance and Post Payroll Journal Entries — The Service Provider will use the Completed Payroll Cycles from the Service Receiver to post the Journal on ITT Co. HQ ledger. This will occur three (3) business days after the payroll cycle completes.

155 Annually

• Prepare Payroll Accrual Report — The Service Provider will receive a notification from Service Receiver to produce the Payroll Accrual Report in PDF format from Infinium for Service Receiver. The report will be completed one (1) business day after notification is received.

4 Annually

SS-GLHQ-01

General Ledger Accounting Services ITT Co. HQ

• Prepare Journal Entries for Infinium Enterprise Application and Payroll Service Charges — The Service Provider will use the TSA Costs from Service Receiver to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

50 Annually

• Prepare Journal Entries for Fringe — The Service Provider will use the Payroll Month End Close from Service Receiver to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

24 Annually

Cost plus 2% - 10%

• Prepare Journal Entries for Environmental Reserve — The Service Provider will use the Payroll Month End Close from Service Receiver to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

12 Annually

• Prepare Journal Entries for Medical Insurance and Investment Savings Plan — The Service Provider will use the interface files as documented in Attachment A to remit payment to Vendor and post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

68 Annually

• Journalize ISP Surcharges — The Service Provider will use the interface files as documented in Attachment A to remit payment to Vendor and post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

52 Annually

Minimum

BAU

Service

Transaction

Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Prepare Flexible Spending Account Report and Create Journal Entry — The Service Provider will use the Payroll Month End Close to post the Journal on ITT Co. HQ ledger and provide Service Receiver with the report. This will be completed 15 days after the calendar month.

12 Annually

• Journalize CELCO Medical Premium Checks — The Service Provider will use a copy of Medical Checks related to retirees paying their premium from an internal business unit within Service Provider which in-turn receives the actual check from the retiree for Service Provider to post the Journal on ITT Co. HQ ledger. This will be completed prior to month end close.

12 Annually

• Assist in Payroll Salaries Account Reconciliation — The Service Provider will use the “(Month, Year) Payroll Reconciliation” spreadsheet from Service Receiver to create queries to support general ledger account reconciliation. This will be completed one (1) business day after the request is received.

12 Annually

• Liability Calculation for Short Term Disability — The Service Provider will use a query provided from an internal business unit within Service Provider to calculate the liability for short term disability and provide a report in spreadsheet format.

1 Annually

• Prepare Clearing Journal Entries for Entities within ITT Co. — The Service Provider will use the final month end intercompany balances provided from an internal business unit within Service Provider to prepare the clearing journal entries for ITT Co. HQ ledger. This will be posted before the last day of fiscal month.

12 Annually

Provide General Ledger Accounting Services for ITT Co. HQ to close GIS GL:

SS-GLHQ-02

General Ledger Accounting Services ITT Co. HQ to close GIS GL

• Provide eBuyITT Admin Services — The Service Provider will use monthly Transaction Detail Reports from Service Receiver to post journal entry in general ledger.

1 per Week

• Provide P-Card Admin Services — The Service Provider will use monthly Transaction Detail Reports from Service Receiver to post journal entry in general ledger.

1 per Month

Cost plus 2% - 10%

• P-Card Online Approval Services — The Service Provider will receive e-mail notification to approve P-Card transactions from Service Receiver. Service Provider will review online and approve P-Card transactions.

2 per Month

Minimum

BAU

Service

Transaction

Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Provide Delegation of Authority Admin Services — The Service Provider will receive an e-mail notification from Manager or Director of Service Receiver’s organization to update the Delegation of Authority document. The Service Provider will provide the approved Delegation of Authority Document. This will be provided within one (1) business day of receiving the e-mail notification request.

1 per Month

• Reconcile Balance Sheet Accounts — The Service Provider will use the month end close documents from Service Receiver to reconcile General Ledger Accounts.

70 per Month

• Complete Month End General Ledger Processing — The Service Provider will use Month End Checklist, Month End JE List, Month End Close, Chart of Account Request Form, and other reports from Service Receiver to provide Month End Close services and feed this information to Hyperion.

1 per Month

o Month End — Prepare and post all journal entries, setup and maintain chart of accounts, maintain company controls and period controls.

o ZDAP Report — Review and process accruals.

• Complete Year End Close — The Service Provider will use the Completed Year End Close data from Service Receiver to create Year End journals, update retained earnings, and roll forward of asset and liability account balances for the next year.

1 per Year

• Tracking and Transfers of Fixed Assets — The Service Provider will receive request from Service Receiver’s management to transfer assets to New Co or impair and will provide journal entry and/or invoice to the New Co.

5 per Month

• Complete Concur Journals and Transfers due to Employee Movement — The Service Provider will use Concur feed data from Service Receiver to provide journal entries and transfers due to employee movement.

1 per Week

• Provide Purchasing related services —

o Complete Finance Approval on Purchase Requisitions — The Service Provider will use Purchase Requisition information from Service Receiver to provide finance approval on Purchase Requisitions. This will be provided within one (1) business.

5 per Month

o Review Purchase Order Commitment and Close Active Purchase Orders — The Service Provider will use the Purchase Order Reconciliation Report

535 Open Purchase

Minimum

BAU

Service

Transaction

Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

from Service Receiver to e-mail Buyers requesting action to close purchase orders. All Purchase Orders will be closed by end of TSA period.

Order Lines

• Load Financials & Intercompany Balances for Hyperion — The Service Provider will use completed Month End Close information from Service Receiver to reconcile intercompany balances and perform financial review.

1 per Month

• Prepare Cost Center Variance Monthly Reports — The Service Provider will use completed Month End Close information from Service Receiver to produce a monthly G&A expense detail report to Managers.

1 per Month

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented in this agreement

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications

increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:

		• Support of data extraction requests from the Service Receiver

SS-GLHQ-02	General Ledger Accounting Support Services ITT Co. HQ Migration	• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions	Time and Materials Based on Additional Pricing Section

		Service Provider will provide the following knowledge transfer services:

SS-GLHQ-03	General Ledger Accounting ITT Co. HQ Knowledge Transfer	• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to this agreement	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to General Ledger Accounting by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to White Plains, NY, USA.

PREREQUISITES/DEPENDENCIES

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver must actively be engaged on the Infinium Application TSA for the duration this agreement is in effect.

	•		Service Receiver must actively be engaged on the HR/Payroll/Benefits TSA for the duration this agreement is in effect.

	•		Service Receiver (ITT HQ) general ledger must be in the current reporting period in order for the Service Provider to complete the services documented within this agreement. Service Receiver and Service Provider will work together to ensure that the current period is open to process transaction(s).

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

commercially reasonable and designated by the Service Provider, closest to its current cost to provide the service. The hourly rates below include the 4.5% amount for inflation each year. These rates apply to internal Service Provider employees only, and should external resources be required, the costs for those external resources will be reviewed with the Service Receiver prior to execution of the project.

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A


Journal Entry Type	Interface Name	Business Purpose	Vendor	Source	Frequency
Medical Insurance — MetLife		Report withholdings and premiums to the record keeper	JP MORGAN CHASE	Infinium	Monthly

Medical Insurance — Health Savings Account (HSA)		Report withholdings and premiums to the record keeper	Mellon	Infinium	Weekly

Investment Plan Savings (ISP) and ISP Surcharges		Report withholdings and premiums to the record keeper	Wells Fargo / ACS	Infinium	Weekly

SCHEDULE CA2
HR/PAYROLL/BENEFITS

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Joe Daniel	TSA Manager		joe.daniel@itt.com
Exelis Inc.

Daryl Bowker	Director, Shared Services		daryl.bowker@itt.com
ITT Corporation

GENERAL SERVICE DESCRIPTION

Service Provider will perform Payroll, Payroll Tax, HR, Garnishment and Benefit Services for Service Receiver.

SCOPE OF SERVICES

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide payroll and tax configuration support required to support payroll services:

• Income Codes —Service Provider will use the Income Request Form from the Service Receiver to update tax, garnishment, eligibility, pension, and 401K with the provided income codes. 5 business days prior notice are required to make the income code changes.

• Deduction Codes —Service Provider will use the Deduction Request Form from the Service Receiver to update tax, Group Term Life (GTL), and other accumulator requirements with the provided deduction codes. 5 business days prior notice are required to make the deduction code changes.

• Paid Time Off (PTO) Accrual Controls —Service Provider will use the PTO Policy document from the Service Receiver to accrual code and schedule setups requested by the Service Receiver. 10 business days prior notice are required to make the requested PTO Accrual Controls changes.

SS-Payroll-01

Payroll Services

• Federal/State/Local Tax Table —Service Provider will use the Notification of Federal/State/Local Tax Change provided by the Service Receiver to update the local tax setup within systems managed by Service Provider within 5 business days of the request.

100/month for all
SS-Payroll-01

Cost plus 2% – 10%

• Federal/State/Local Tax —Service Provider will use the Request for Level Control provided by automated systems to update the level control setup within systems managed by Service Provider within 5 business days of the request.

• Employer Codes — Service Provider will use the Request for New Employer Codes from the Service Receiver to update employer codes in systems managed by Service Provider within 5 business days of the request.

• User Defined Field — Service Provider will use the Request for User Defined Field provided by the Service Receiver to update the necessary fields within 5 business days of the request.

• Level Control — Service Provider will use the Request for Level Control provided by the Service Receiver to update the level control setup within systems managed by Service Provider within 5 business days of the request.

• Pay Cycle — Service Provider will use the Request Pay Cycle from the Service Receiver to setup the pay cycle with the pay calendar where applicable. 5 business days are

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

required to make the pay cycle changes. Pre-distribution date pay cycle configuration is defined in Attachment B.

• Employer Group — Service Provider will use the Request for Employer Group provided by the Service Receiver to update the Employer Group within systems managed by Service Provider within 5 business days of the request.

• Cycle Group — Service Provider will use the Request for Cycle Group provided by the Service Receiver to update the cycle group setup within systems managed by Service Provider within 5 business days of the request.

• Payroll Authorization Group — Service Provider will use the Request for Payroll Authorization Group provided by the Service Receiver to update the Payroll Authorization Group setup within systems managed by Service Provider within 5 business days of the request.

• Income Authorization Group — Service Provider will use the Request for Income Authorization Group provided by the Service Receiver to update the income authorization group setup within systems managed by Service Provider within 5 business days of the request.

• Deduction Authorization Group — Service Provider will use the Request for Deduction Authorization Group provided by the Service Receiver to update the deduction authorization group setup within systems managed by Service Provider within 5 business days of the request.

• Auto Pay Groups — Service Provider will use the Request for Auto Pay Groups provided by the Service Receiver to update the auto pay groups setup within systems managed by Service Provider within 5 business days of the request.

• Labor/Income Cross Reference Table — Service Provider will use the Request for Labor/Income Cross Reference Table Maintenance provided by the Service Receiver to update the Labor/Income Cross Reference Table setup within systems managed by Service Provider within 5 business days of the request.

• General Ledger Cross Reference Table — Service Provider will use the Request for General Ledger Cross Reference Table maintenance provided by the Service Receiver to update the general ledger cross reference table setup within systems managed by Service Provider within 5 business days of the request.

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services:

• Garnishment Letter — Service Provider will use the Garnishment Notification to provide a garnishment letter to the garnishing agency during the latter of 7 days after notification and the next applicable payment cycle.

• Garnishment Withholding — Service Provider will use the Garnishment Notification to adjust the employee garnishment deduction setup during the latter of 7 days after notification and the next applicable payment cycle.

New Transactions 200, Monthly Payments 700

• Garnishment Payments — Service Provider will use the Garnishment Notification to update the garnishment payments to agency during the latter of 7 days after notification and the next applicable payment cycle.

• Stop Garnishments — Service Provider will use the Garnishment Stop Notification to deactivate the employee garnishment deduction and process refund of any over-withholding during the latter of 7 days after notification and the next applicable payment cycle.

Provide employee maintenance support where appropriate to support payroll processing:

• W-4 — Service Provider will use the W-4 Form from the Service Receiver to update employee W-4 information with the provided information. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the current payroll run.

• Home/Work State Update — Service Provider will use the employee change request for home/work state maintenance from the Service Receiver to make requested updates. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the current payroll run.

600/month

• Direct Deposit — Service Provider will use the Direct Deposit Form from the Service Receiver to update employee direct deposit information with the provided information. Service Receiver must provide such information at least 2 business days prior to processing of payroll to ensure inclusion in the next payroll run.

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide college fund employee direct deposit maintenance required to support payroll processing upon receipt of notification of enrollment or change via email. Request will be processed within 7 days of notification in the next applicable payment cycle.

30/month

Provide executive excess savings plan updates to employee deduction code maintenance required to support payroll processing upon receipt of Service Receiver notification of employee. Request will be processed within 7 days of notification in the next applicable payment cycle.

30/month

Provide ACS 401k Interface Processing required to support payroll processing:

• Saving Plan Deferral & Loan — Service Provider will use the ACS ISP Feedback File from the Service Receiver’s 3^rd party to update employee deduction code information with the provided information. Service Receiver’s 3^rd party must provide such information by Friday evening the week prior to requested update.

• ACS Error Report Review — Service Provider will review the ACS ISP Feedback File from the Service Receivers 3^rd party provider to review any fallout which may have occurred. Upon fallout Service Provider will notify ACS to conduct maintenance to rectify documented fallouts.

10 Monthly Interfaces Files & Reports

• ACS New Hire — Service Provider will use a report created from the ACS Interface File from the Service Receiver’s 3^rd party to validate new hire processing. Service Receiver’s 3^rd party must provide such information by Friday evening the week prior to requested validation.

• ACS ISEV — Service Provider will use the ACS ISEV Status Change from the Service Receiver’s 3^rd party to update employee deduction code information with the provided information. Service Receiver’s 3^rd party must provide such information by Friday evening the week prior to requested update.

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide JPMorgan 401k Interface Processing required to support payroll processing

• Saving Plan Deferral & Loan — Service Provider will use the JP Morgan ISP Feedback File from the Service Receiver’s 3^rd party to update employee deduction code information with the provided information. Service Receiver’s 3^rd party must provide such information by Friday evening the week prior to requested update.

• JP Morgan Error Report Review — Service Provider will review the JP Morgan ISP Feedback File from the Service Receivers 3^rd party provider to review any errors which may have occurred. Upon fallout Service Provider will notify ACS to conduct maintenance to rectify documented fallouts.

10 Monthly Interfaces Files & Reports

• JP Morgan New Hire — Service Provider will use a report created from the JP Morgan Interface File from the Service Receiver’s 3^rd party to validate new hire processing. Service Receiver’s 3^rd party must provide such information by Friday 5 pm EST or Thursday 5 pm EST if Friday is not a business day the week prior to requested validation.

• JP Morgan ISEV — Service Provider will use the JP Morgan ISEV Status Change from the Service Receiver’s 3^rd party to update employee deduction code information with the provided information. Service Receiver’s 3^rd party must provide such information by Friday evening the week prior to requested update.

Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes.

Weekly Interface
Files

Provide Marsh Benefit Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17^th of the month for processing by the end of the month.

Two Interface Files
Per Month

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide John Hancock LTC Processing required to support payroll processing upon receipt of interface file and make deduction code changes. Files must be received by the 17^th of the month for processing by the end of the month.

Two Interface Files
Per Month

Provide Runzheimer Fix and Variable Auto Processing required to support payroll processing upon receipt of interface file and make employee negative deduction transactions for payroll Files must be received by the 9^th of the month.

One Interface File
Per Month

Provide Concur Travel Expense Reimbursement required to support payroll processing upon receipt of interface file and make employee negative deduction transactions. Files must be received by Thursday morning at 6 am EST to be processed in the next applicable pay cycle.

Weekly Interface
Files

Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9^th of the month.

One Monthly
Deferral Processing

Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9^th of the month.

240 Batch
Processing Runs

Complete nightly Infinium Benefit Deduction updates.

240 Batch
Processing Runs

Provide payroll processing.

• Automated Labor Upload — Service Provider will use the interface from the Service Receiver’s labor system and create the Infinium labor file for payroll processing. Labor Code to Infinium Income code cross reference file updated as required.

• Labor Interface Validation — Service Provider will use the interface from the Service Receiver’s labor system to get totals. Service Provider will then match the Infinium and Service Receiver’s Labor System file. Should discrepancies exist, Service Provider will work with Service Receiver to resolve the issue.

240 Pay Processing Cycles

• Payroll Cycle Processing — Service Provider will then create Employee Processing Cycle

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

File, listing of employees with pay, benefit, leave of absence and terminations. A review of employee changes will be conducted by Service Receiver and corrections made if applicable. Employee changes will be added to cycle validation routine for balancing. Delays in Service Receiver responsibilities will delay payroll processing. Service Provider will not be liable for such Service Receiver caused delays.

• Close Upload Labor to Payroll Cycle — Service Provider will upload employee labor to payroll cycle.

• Gross to Net Calculation — Once Infinium releases time sheet data Service Provider will produce the payroll trial balance.

• Payroll Adjustments — Service Provider will update employee pay information and add adjustments to validation routine for balancing as required.

• Print Trial Balance/Approve Payroll — Using the Infinium trial balance Service Provider will create a trial balance report to post payroll and print pay stubs. If Trial Balance does not balance or has errors it must be corrected via update checks and Trial Balance Reran until error free and balanced.

Provide on-demand payroll processing of off-cycle check requests upon receipt of on-demand check request form from Service Provider. Form must be received by 5 pm for next day direct deposit or check delivery.

570 Transactions
Annually

Provide bonus cycle payroll processing of off-cycle bonus payments upon receipt of bonus specification from Service Recipient. Form must be received 5 business days prior to date of required bonus payment.

7000 Transactions
Annually

Provide manual W-2 earnings and deductions updates upon receipt of written notice and tax detail from Service Provider

325 Transactions
Annually

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

80 Transactions
Annually

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

110 Transactions
Annually

Provide quarterly tax dividend payment upon receipt of Smith Barney dividend transaction file using the quarterly interface from Service Provider

440 Transactions
Annually

Provide Cartus quarterly relocation manual payroll upon receipt of Cartus Relocation Transaction file using the quarterly interface from Service Provider

140 Transactions
Annually

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Process payment for unused PTO time upon receipt of notification from systems during year-end

1700 Transactions
Annually

Void or re-issue employee checks upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received two business days prior to start of payroll processing. Five business days notice is required for issuing as separate payroll process. [Service Provider will not be liable if funds have been disbursed prior to voidance.]

850 Transactions
Annually

Make adjustments to employee pay upon receipt of notification from Service Receiver. Notification must be received 2 business days prior to the next pay cycle.

325 Transactions
Annually

Process retro-active payments for delayed merit increase processing after receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received Two business days prior to start of payroll processing. Five business day notice required for issuing as separate payroll process.

350 Transactions
Annually

Process special employee payments upon receipt of notification from Service Receiver. May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process.

900 Transactions
Annually

Process relocation payment from employee paycheck upon receipt of notification from Service Receiver Processed with normal payroll. May be repaid over multiple payrolls or from one payroll per specification of Service Receiver.

200 Transactions
Annually

Provide executive excess savings plan distribution upon receipt of notification from Service Receiver May be processed with current payroll or via separate check processing. For inclusion with regular payroll request must be received 2 days prior to start of payroll processing. Five day notice required for issuing as separate payroll process.

50 Transactions
Annually

Service Provider will use commercially reasonable efforts to provide post-payroll

• Print/Distribute Check, Vouchers, & Reports — Printed Checks and Vouchers sealed and prepared for shipping distribution per business units instructions.

250 Cycles Per Month

• ACH Processing — ACH transmitted to clearing house using the Infinium ACH extraction process

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Bank Funding — Wire Transfer to cover payroll using the bank funding report option

• Credit Union Processing — File Transmission to Credit Union using the Infinium direct deposit extract

• Union Reporting — Union report transmitted using the Union employees and Union dues report

• Canadian Bond Processing — Transmission of Canadian Bond File to Royal Bank of Canada using the Canadian bond extract

• Positive Pay — Positive pay file transmitted to Wells Fargo using the positive pay extract file

• Direct Deposit Fund Pullback — Employee funds pulled back or error report with insufficient funds upon Service Receiver’s request to pull back employee direct deposit. Service Provider will use the Shared Service form submission to Wells Fargo to pull back employee direct deposit. Insufficient funds notices are communicated to employees HR administrator for review of how to recover money

Provide Infinium month end close once a month rolling month totals, update monthly benefits (Marsh & John Hancock), and update monthly limit processing. This service will be performed after final payroll for month and prior to first payroll of new month.

20 Companies Per
Month

Process Infinium quarter end close once a quarter
rolling quarter totals, update quarterly limit

20 Companies Per Month

Provide Infinium year-end processing.

• Wage & Tax Balancing — Using the wage Base Report balance Employee Earnings and Taxes

• United Way Deduction — Infinium United Way Deduction Change for deduction codes 00800 & 0805 clearing the United Way deduction for the new year

• 401K Limit Update -Deduction limit updated
with values for year

• Year End Payroll Register — Use the Infinium Year End Payroll Register to archive historical payroll registers

20 Companies Per Month

• Hartford-JP Morgan Year End — Use the Infinium Save File to archive Hartford-JP Morgan year end 401K values

• ACS — Use the Infinium Save File to archive ACS year end 401K values

• Infinium W2 Box Updates — Use the Infinium Income & Deduction Reporting Groups to make W2 Box Reporting Reports

• Infinium ADP W2 Box Update — Use the ADP interface for W2 Reporting to create the ADP W2 Box Interface File

• Local Tax Update — Use the notification from locality or Service Receiver to update the local tax table

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Transfers — Clear Q1 Information captured for tax & 401K Limit processing for use in the W2 tax report

• Vinny 1st day report — Use the Infinium Day 1 Report for forecasting

• Payroll Calendar — Use the Infinium Cycle Maintenance to create Service Receiver Payroll Calendars

• W2 — Pension for Group Term Life (GTL) — Service Receiver provides files from ACS & Hartford and Service Provider updates Pensioner’s W2’s

• Highly Compensated Employee Listing — Using an AS400 Query, employees meeting IRS Highly Compensated Listing are found and 401K providers updated with list of highly compensated employees

• Executive Excess Saving Plan Employee Update — Service Receiver provides list of eligible employees for executive excess saving plan which Service Provider uses to update the Executive Excess Saving Plan Employee List provided for roll over into Excess Savings Plan

• New Jersey Disability Year End Update — Using the New Jersey Final Disability Report; Service Provider will update the New Jersey year end payroll entries to record New Jersey final disability entries.

• Infinium Year End Close — Year end close rolls year to day information to previous year and clear year-to-date dollars

• ADP 4th Quarter & Year End Extract — Using the ADP Extract Program an ADP Year End Interface File is created

• ADP — Balance Year — Using the ADP Year End Reports Year End Statutory Reports & W2 are output

• W2C’s — Using the value center post year-end close entries to update the W2C

• Amended Year End — Use the ADP Extract Program to amended statutory reporting

Provide US Tax Processing.

Registrations — 10 per month

• ADP Company Profile Update — Use the ADP Tax Header Spreadsheet to update ADP tax reporting set up

Interfaces — daily

• ADP Code Mapping — Use the ADP Mapping Document to map ADP Tax Code to Infinium Tax Code

Tax Payments — Daily & Quarterly Per Requirements

• Infinium ADP Deduction Table Maintenance — Use the Infinium ADP Tax Code file to output ADP Interface File including the new tax code

Cobra Reporting — Quarterly

• ADP Daily Interface File — Use the ADP Infinium Payroll Tax Extract to create the ADP Receipt of Tax Payment Detail

Quarterly Reporting


			BAU	Minimum
Service	Service		Transaction	Service Period	Service
#	Name	Description of Service	Volume	(in mo.)	Charge
		• Daily Tax Audit Report — Use the Query: ADP Tax Audit Report to validate ADP Daily Tax Interface File

		• ADP Daily Tax Funding — Use the ADP Invoice to create ADP Wire Payment	Tracer Transactions 20 Monthly

		• ADP Unemployment Rate Change — Use the ADP Tax Header Spreadsheet to calculate ADP - Unemployment Payments with New Rate	Amendments 10 Monthly

		• ADP Monthly Charges — Use the ADP Invoice to process ADP Payment

		• Barnett Monthly Charges — Use the Barnett Invoice to process Barnett Payment

		• ADP Quarterly Communication — Use the ADP Quarterly Updates to update the Quarterly Calendar Close Schedule

		• Cobra Quarterly Tax Credit Entry — Use the SHPS Cobra Detail summarized and entered into ADP Payroll Tax Input to update the 941 Cobra Credit

		• Quarterly Interface File — Use the ADP Infinium Quarterly Tax Extract to create the ADP Quarterly Tax Reporting File

		• ADP TAX Reconciliation — Use the Infinium Quarterly Tax Report to reconcile ADP Quarterly Tax Reports

		• Quarter Close & Statutory Reporting — Use Service Receiver approval to ADP for Quarterly Processing to make quarterly statutory payments and reporting

		• Quarterly Report Distribution ADP — Use the Quarterly Reports Posted to Web Site to distribute Statement of Deposits, 941Cobra Credit, State & Local Wage Detail

		• Quarterly Invoice Payments — Use ADP Invoice to make ADP Wire Payments

		• Quarterly Federal & State Tax Amendments — Use Quarterly Amendment Filing to amended reporting

		• Amendment Payment — Use the invoice to create ADP Wire Payment

		• Tracers — Use agency notices to conduct ADP research

		• Tracer Payments — ADP agency notice research to make payment of Agency Notices

		• Close Tax ID — Use ADP header to close company so no future reporting in ADP

		• Close Tax ID — Use the Agency notification of account closed to conduct final reconciliation

		Provide Canadian Tax Processing.

		• Canadian Tax Withholding — Using Canadian Tax Deductions provided by Service Receiver input Service Provider will complete Employee/Employer Tax Withholding/Liability	Weekly Tax Payments

		• Canadian Tax Payments — Using Payroll Registers provided by Service Receiver, Service Provider will make Canadian Tax Payment	Annually T4, T4A & RL Reporting

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Year End Pension Calculation — Using the Canadian Pension Plan Policy provided by Service Receiver, Service Provider will compute Pension Plan Calculation

• RL1 & T4 Reporting — Using the Infinium Canadian Year End Process, Service Provider will complete T4 & RL1 Forms & XML Reporting

Provide Puerto Rico Tax Processing.

• Puerto Rico Tax Withholding — Using Tax Deductions Service Provider will calculate tax withholding for Service Receiver

Weekly Tax Payments

• Puerto Rico Tax Payments — Using Payroll Registers provided by Service Receiver, Service Provider will make Puerto Rico Tax Payments

Annual W2P & W3P Reporting

• Puerto Rico Year End Reporting — Using W2 & W3 Reporting Service Provider will make Employee & Employer Year End Tax Reporting

Support the legal/regulatory audits documented below.

• ACE — Worker Compensation Audit

• Tax Audits

• D&T Benefit Audit

4 Audits/Month

• SOX Audit

• Disaster Recovery

• ACS — 401K Compliance Testing

• JP Morgan — 401K Compliance Testing

• Data Mining — Payroll

• Service Provider will run the custom queries documented in Attachment C once a month

Monthly

Provide Guam Tax Processing.

• GUAM Tax Withholding — Using Tax Deductions provided by Service Receiver, Service Provider will calculate Tax withholding

• GUAM Tax Payments — Using the payroll registers Service Provider will make GUAM tax payments

Annual W2G & W3G Reporting

• GUAM Year End Reporting — Using W2 & W3 Reporting, Service Provider will make Employee & Employer Year End Tax Reporting

HR-Benefits-02

Human Resources, Benefits, Training,

Infinium and HRSS Support/Communication for handling of Service Receiver questions:

& Compliance Support

• Daily Service Receiver Issue Handling - Service Receiver users can make a phone call or send an email to ask questions related to employee data and/or transactional history stored in Infinium/HRSS; M-F 8-5pm EST except U.S. holidays;

201/month

Cost plus 2% – 10%

• Data Input Questions Covered in User Manual

• System Requirements-Upgrades/System Changes Maintenance (Federal/State/Local)

• Infinium Canned Reports are available for the service receiver to access and review. Service Provider will be responsible for ensuring that

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

reports required for legal or regulatory requirements run.

• Coordinate issue resolution as needed with IT, Payroll, SS Accounting, HQ Benefits and/or third party vendors.

• Anything not covered above is considered a special request to be handled using on a Time & Materials basis as outlined in the Additional Pricing Section of this document.

Benefit Administration and Reporting Internal/External:

• Weekly vendor file feed resolution to national carriers - Service Provider will accept phone or email from Service Receiver or external benefits provider and resubmit corrected file feed or corrected actual employee record based on request.

• Salaried Pension Eligibility file feed questions from field Service Receiver HR staff will be triaged by Service Provider and assist Service Receiver in data correction.

327/month

• Validation Reports from Health & Welfare and Pension - Service Provider will receive reports from 3^rd party providers listing errors related to health & welfare data and Service Provider will assist Service Receiver HR field staff to make appropriate changes

Services for Service Receiver supervisors on payrolls that are not administered via the Fort Wayne Infinium System:

• Service Provider will create and/or update Job/Position Codes upon request from the Service Receiver

• Service Provider will add an international supervisor as a new hire upon request from the Service Receiver

• Service Provider will attach an international supervisor to an Infinium Employee record upon request from the Service Receiver

• Service Provider will add an international supervisors’ Concur ID to the appropriate record upon request from the Service Receiver

Services for Service Receiver Business Units and/or Infinium Companies that are not supported by local HR staff but administered by HRMS staff in Fort Wayne:

50/month

• Service Provider will create and or update Job/Position Code upon request from the Service Receiver

• Service Provider will enter new hires on personnel side as well as on payroll side upon request from the Service Receiver

• Service Provider will enter salary changes/address changes/title changes/transfers/terminations upon request from the Service Receiver

• Service Provider will perform annual merit increase uploads upon request from the Service Receiver

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Service Provider will communicate with Service Receiver HR contacts from other Service Receiver business units to coordinate both transferring in and out of employees upon request from the Service Receiver

• Service Provider will enter payroll changes including withholding changes/benefit deductions and catch-ups upon request from the Service Receiver

• Service Provider will enter benefit updates including urgent updates upon request from the Service Receiver

Service Provider will make Address & Phone number changes upon request from the Service Receiver

• Service Provider will make Benefit Changes due to qualifying event & Annual Open Enrollment upon request from the Service Receiver

• Service Provider will make Annual Salary Merit Increases upon request from the Service Receiver

• Service Provider will make Annual Reviews (if applicable) upon request from the Service Receiver

• Service Provider will make inquiries relating to benefits and/or personnel information upon request from the Service Receiver

• Service Provider will produce Infinium Canned Reports upon request from the Service Receiver

• Year-end Standard Benefit Enrollment Copy to New Plan Year

• Year-end Vendor Meetings for open enrollment file feeds

• Data Input Questions Covered in User Manual

• Support Special Year End File Feeds to National H&W Vendors

• Standard Communication regarding Annual Enrollment & Year End Dates

Each item in this table will be completed once a year

• Collaborate with Payroll, Finance and IT for Year End Closing Processes using all input from year’s changes and develop project plan to prepare system for enrollment and year-end processing. Project will then be started in July, and meetings with vendors conducted as needed depending on data from customers. ** Changing benefits providers in 2011 will be a special project using Time & Materials rates with specific notification on change.

HR-Benefits-03

Training

Service Provider will take requests from Service Receiver HR manager to conduct periodic WebEx training of how to use Infinium systems and conduct the training for the Service Receiver.

1/month

Time and Materials

SS-Payroll Acct-04

Payroll Accounting

Provide Payroll Accounting services.

• Payroll Journals — Service Provider will use the payroll register summary from the Service Receiver to balance and post payroll journals for each payroll cycle for the Service Receiver

1972 annually

Cost plus 2% - 10%

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Payroll Balance Sheet Accounts — Service Provider will use the payroll month end close document from the Service Receiver to reconcile the payroll balance sheet accounts for the Service Receiver

3060 annually

• Employee Deductions — Service Provider will use completed payroll cycles document from Service Receiver to remit employee deductions for the Service Receiver

364 annually

• Employee Benefits for ISP,401 (K) and Insurances — Service Provider will use completed payroll cycles document and payroll queries from Service Receiver to validate, reconcile and remit employee benefits for ISP, 401(k) and insurances for the Service Receiver

205 annually

• ADP Payroll Taxes — Service Provider will use completed payroll cycles, payroll queries, and ADP invoices from the Service Receiver to validate, reconcile, and remit all Payroll Taxes to ADP

240 annually

• Interface File Transmission - Service Provider will use completed payroll cycles and payroll queries from the Service Receiver to transmit interface files to 3rd party vendors on behalf of the Service Receiver

195 annually

• Benefits Reporting — Service Provider will use the year end close information from the Service Receiver to provide annual reporting of benefits to the Service Receiver

10 annually

• ADP Federal and State Taxes — Service Provider will use tax extract and file feed from ADP from Service Receiver to journalize ADP Federal and State Tax Activity for the Service Receiver

240 annually

• ADP Mid Year Conversions — Service Provider will use YTD tax amounts information from Service Receiver to perform ADP midyear conversions for the Service Receiver

5 annually

• Non-supported ADP — Service Provider will use completed payroll cycles information from Service Receiver to remit non-supported ADP taxes for the Service Receiver

12 annually

• Control Files for 401(k) and ISP- Service Provider will use information from business units or HQs from the Service Receiver to maintain and control files for 401(k) and ISP for the Service Receiver

30 annually

• Payroll Bank Account — Service Provider will use bank account statements from the Service Receiver to reconcile payroll bank accounts for the Service Receiver

24 annually

• Unclaimed Payroll Property- Service Provider will use bank account statements from Service Receiver to manage unclaimed payroll property for the Service Receiver

200 annually

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

• Automated Bank Functions- Service Provider will use cleared bank files from the Service Receiver to process post cleared checks in the Infinium payroll

12 annually

• Year to Date Analysis for 401k— The Service Provider will use the Year End Payroll Close from an internal business unit within the Service Provider to calculate 401k Year to Date totals for employee, employer, and loans and provide report by vendor to the Service Receiver.

3 annually

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
		Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include:
SS-Payroll-05	HR/Payroll/Benefits Migration	• Support of data extraction requests from the Service Receiver	Time and Materials Based on Additional Pricing Section
		• Providing Subject Matter Expertise in helping the Service Receiver understand current state business processes, functional data mapping, and impacts of design decisions

		Service Provider will provide the following knowledge transfer services:
SS-Payroll-06	HR/Payroll/Benefits Knowledge Transfer	• Existing non-sensitive documentation maintained by Service Provider will be given to the Service Receiver as it relates to Payroll/HR/Benefit services	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to HR, Benefits and Payroll by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to Canada and USA locations.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will provide accurate and timely employee maintenance, time and attendance data and payroll adjustments required to produce pay checks. In conjunction with the preceding, Service Receiver will maintain the applications and interfaces documented in Attachment A.

	•		Service Receiver will be responsible for providing new tax registration requirements to Service Provider. Applicable tax registration information will be provided to Service Provider as required to complete tax registration.

	•		Service Receiver will be responsible for providing configuration changes to Service Provider including taxes, income, deductions, banking and benefits using the change request process and forms provided by Service Provider.

	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver will setup and make available to Service Provider a disbursement account from which Service Provider utilizes draft authorization to process payroll. Service provider will request funding for payroll checks, payroll direct deposits, payroll taxes, and other benefit remittances from the Service Receiver Treasury Headquarter location. Service Provider will open and own payroll bank accounts for the payroll transactions. Funding is required in the bank account one day prior to the value date. Late funding of the payroll account by the Service Receiver may result in delay of payroll checks, applied 401(k) funds, and benefit payments. Any outstanding liabilities associated to payroll tax and benefits will remain on Service Provider’s general ledger at month end. Service Provider will retain interest earned, if any, on residual account balances and will pay all standard account related service fees. Any service fee associated with Non Sufficient Funds due to the Service Receiver will be the responsibility of the Service Receiver. Service provider will remit employee deductions from the Service Provider Accounts Payable bank account. Service Provider will collect the funds from the Service Receiver thru a 3rd party invoice.

Dependencies

•

Service Receiver must actively be engaged on the Infinium Application TSA and related Business Objects Universe for the duration this agreement is in effect.

	•		Service Receiver, in a separate and independent agreement, must have the ADP application and interface active for the period of time in which this agreement is in effect.

	•		Service receiver, in a separate and independent agreement, must have Concur and other Time and Attendance systems listed in Attachment A active and maintained with the correct interfaces and data feeds to Infinium by the Service Receiver for the period of time in which this agreement is in effect.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		The services documented within this agreement must be exited at the same time and as such cannot be exited in parts.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion which are received using High, Medium, or Low. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented below for SS-Payroll-01, HR-Benefits-02, and HR-Benefits-03:


SLA	Response Time	Resolution
High	Within 24 hours of receiving notification during normal business hours	Within 24 — 48 hours of response during normal business hours

Medium	Within 48 hours of receiving notification during normal business hours	Within 48 — 120 hours of response during normal business hours

Low	Within 120 or more hours of receiving notification or as scheduled during normal business hours	Within 120 hours of response during normal business hours

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125

Greece	$	35	$	46	$	58

Mexico	$	19	$	25	$	31

Sweden	$	75	$	100	$	125

ATTACHMENT A

Inbound Interfaces:


	Program			Source	Destination
Interface Name	Name	Business Purpose	Vendor	System	System

	XRCISPDP	Dependents	ACS	Infinium	ACS
	XYCISP XYCISP2	ACS Salary ISP and Pension	ACS	Infinium	ACS
	XPRCADPCHK	Create ADP Tax Journal	ADP	Infinium	ADP
	XPRGMADPC	Maintain ADP Tax Controls	ADP	Infinium	ADP
	XPYCADPDWN	ADP Periodic &Qtrly File Downld	ADP	Infinium	ADP
	XPYGADPBAL	ADP Balance Report	ADP	Infinium	ADP
	XPYGADPCHG	Refresh ADP Employee Number	ADP	Infinium	ADP
	XECBRUC	Unemployement emps	Barnett	Infinium	Barnett
		US__RELOWAGE__UPDATE.CARTUS	CARTUS	Infinium	CARTUS
	XPYPCTWRC	Send Cartus Receipt of gr	CARTUS	Infinium	CARTUS
	XPYCEEMT	Concur — Employee Master File Feed	Concur	Infinium	Concur
	TEG002C	Employee information	Concur	Infinium	Concur E-Xpense
	XPYCEEMT	FTP Employee information	Concur	Infinium	Concur
	XCHCEXTEMP	Export Employees to Concur	Concur	Infinium	Concur
		US Bank — Concur Travel	Concur	Infinium	Concur
		Garnishments	County Government	Infinium	County Government
	XECEMED	Empire Eligbility and HDHP Mellon pass thru	Empire/Blue	Infinium	Empire/Blue
	XPYGKRONOS	800 EVHR employee Infinium Data feed to (800)(Kronos) System	ITT	Infinium	Kronos
	NPYPCIMA	Employee feed 500	ITT	Infinium	Cannon
	NPYCCIM1ST	Cannon’s Full Employee Master Update To Cim	ITT	Infinium	Cannon
	XYCEEMIPG	Download Employee Date to IPG — Daily (ER 810 92SHR)	ITT	Infinium	Goulds


	Program			Source	Destination
Interface Name	Name	Business Purpose	Vendor	System	System

	XPYG880D	Prudential Demographics 880	Prudential	Infinium	Prudential
	XPYG881D	Prudential Demographics 881	Prudential	Infinium	Prudential
	XPYPRUDEM	Send Prudential Demographics Systems	Prudential	Infinium	Prudential
	XPYP880D, 881D, 882D, 883D	Prudential Systems Demographics(ENI, CAP, CMC, ECI)	Prudential	Infinium	Prudential
	XECNHC	Cobra — New Hire	SHPS	Infinium	SHPS
	XRCFSA	FSA — Deduction feed to SHPS	SHPS	Infinium	SHPS
	XPYCSBBLD	Stock Options Eligibility	Smith Barney	Infinium	Smith Barney
	XRCSBP	Smith Barney CODES FILE	Smith Barney	Infinium	Smith Barney
	XRCSBP	Smith Barney EMAIL ADDRESSES	Smith Barney	Infinium	Smith Barney
	XRCSBP	Smith Barney PARTICIPANTS	Smith Barney	Infinium	Smith Barney
	XPEGNH	New Hire	State of Indiana	Infinium	State of Indiana
	XPEGWEBMD	WebMD ELIGIBILITY	WebMD	Infinium	WebMD
	CCHCPWFTP	FTP CCUSECHD2 — Well Fargo password change	Wells Fargo	Infinium	Wells Fargo
	XPYCWFPAY	CLP to send payroll ACH file to Wells Fargo	Wells Fargo	Infinium	Wells Fargo
	XPYCWFPOS	CLP to run entire Wells Fargo pos pay process	Wells Fargo	Infinium	Wells Fargo
	XYGEXTCA	modified International ACH file for ALL of CANADA	Wells Fargo	Infinium	Wells Fargo
	NWBPAYTRN	Direct deposit transmission	Wells Fargo	Infinium	Wells Fargo
	NWBCHK01	Send Check Recon to bank	Wells Fargo	Infinium	Wells Fargo
	CCUCPWDR	Re-send check recon to bank	Wells Fargo	Infinium	Wells Fargo
	XPYCCTACH	Payroll ACH	Wells Fargo	Infinium	Wells Fargo


	Program			Source	Destination
Interface Name	Name	Business Purpose	Vendor	System	System

	XRCECEMP1	Active Directory	ITT	Infinium	ITT
	XEMGP2E	HM Update Health Mast — Defense Companies	ITT-HM	Infinium	HM
	XPEGHYPR	Hyperion Planning- Build Transmission file	ITT Hyperion	Infinium	Hyperion
	XPYGMXLP	SAP AUTO PAY Benefit Deductions sent to Seneca Fall SAP system	ITT SAP	Infinium	SAP P2P
	XPECJHUP	Send file to Hancock	John Hancock	Infinium	John Hancock
	XECJHLT	John Hancock Eligbility	John Hancock	Infinium	John Hancock
	NEW Development	401K Feedback file from JP Morgan	JP Morgan	Infinum	JP Morgan
	XECKMED	KAISER ELIGIBILITY	Kaiser Permanete	Infinium	Kaiser Permanete
	XECUBSOUT	Transmit file to Life Plus for Marsh	Marsh	Infinium	Marsh
	XPYCJH08	Upload Life Plus file	Marsh	Infinium	Marsh
	XECLP	LifePlus Eligibility	Marsh	Infinium	Marsh
	XPYCHSA2	HSA Send Extract File From Robot Job	Mellon	Infinium	Mellon
	XPYCMM	Medco Prescription	Merck Medco	Infinium	Merck Medco
	XPRCMLE	Metlife ltd/std mth - GL Advices	Metlife Advices	Infinium	Metlife
	XPRCML5SGL	Metlife LTD/STD ( Menu option)	Metlife Advices	Infinium	Metlife
	XRCMETDTF	Metlife Dental	Metlife Dental	Infinium	Metlife Dental
	XRGVA1 XRGVA3 XRGVA4	Print Voluntary Accident Monthly report data	National Union Fire	Infinium	National Union Fire
	XECPMED	PACIFICARE ELIG	PACIFICARE	Infinium	PACIFICARE
	XPYPRURL1	Prudential Loans Systems	Prudential	Infinium	Prudential
	XPYC880O	ENI Prudential Dollar Send - 800	Prudential	Infinium	Prudential
	XPYC881O	CAP Prudential Dollar Send - 881	Prudential	Infinium	Prudential
	XPYC883O	ECI Prudential Dollar Send - 883	Prudential	Infinium	Prudential

ATTACHMENT B

The following table documents the process day for the in-scope pay cycles:

Paid

Required

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Current

Process Day

NEWCO

GOULDS PUMPS CANADA (IPG)

CGOBW

BI WEEKLY CGO

Pay Week - Monday

ITTCO

Mon - 2pm

ONTARIO PRO SERVICES CENTER

CONBW

BI WEEKLY CON

Pay Week - Monday

ITTCO

Mon - 2pm

ITT CANNON

BIWBW

BIW BI WEEKLY

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT CANNON

BIWHR

BIW HOURLY

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT CANNON

BWCAN

BI WEEKLY CANNON

Pay Week - Monday

ITTCO

Tues - 2pm

ITT CANNON

HRCAN

CANNON HOURLY EMPLOYEES

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT VEAM, LLC

BWVEA

VEAM SALARY

Pay Week - Monday

ITTCO

Tues - 2pm

ITT VEAM, LLC

HRVEA

HOURLY VEAM

Pay Week - Monday

ITTCO

Tues - 2pm

ITT CORPORATION

BWIND

ITT INDUSTRIES BI - WEEKLY

Pay Week - Tuesday

Unknown

Tues - 2pm

COMPUTER & EQUIP LEASING CORP

CELBW

COMPUTER & EQUIP LEASING

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT TRANSPORTATION DIST SVCS

BWGRP

TDS BW

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

AERHR

AEROSPACE HOURLY AH

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

AESAL

AEROSPACE SALARY AP

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

AMOHR

AMORY HOURLY FH

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

AMSAL

AMORY SALARY FS

Pay Week - Tuesday

ITTCO

Tues - 2pm

Paid

Required

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Current

Process Day

NEWCO

ITT FLUID TECHNOLOGY

CTBW

C’TREAT BW

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

EVHR

ENG VALVES HOURLY

Pay Week - Monday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

EVSAL

ENG VALVES SALARY EV

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

GRSAL

GRINDEX SALARY GR

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

MFCBW

MOTION FLOW CONTROL SALARY

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT FLUID TECHNOLOGY

SHBW

SHEROTEC BW

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

SHHR

SHEROTEC HOURLY ST

Pay Week - Monday

Unknown

Tues - 2pm

ITT FLUID TECHNOLOGY

WTBW

WET

Pay Week - Monday

Unknown

Tues - 2pm

ITT GOULDS PUMPS

CARBN

CARBON INDUSTRIES

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

EVZHR

DIV- IPG, UNITS VU,PJ,QU WEEKLY

Pay Week - Monday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

H9WPS

PRO SHOP SALARY TX - BI- WEEKLY

Pay Week - Monday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

PROBW

BI WEEKLY CYCLE

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

9XLCS

CITY OF INDUSTRY SALARY

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

9XLSA

GOULD’S IPG BI-WEEKLY SALARY

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT GOULDS PUMPS

92SHR

SF UNION - IPG- SU,CPG- WU WKLY

Pay Week - Monday

ITTCO

Tues - 2pm

Paid

Required

EMPLOYER

CYCLE CODE

NAME

FREQ

Paid Lag

Current

Process Day

NEWCO

ITT CORPORATION(FRC)

FRCSA

GOULD SHARED SERVICES

Non Pay Week - Thursday

Unknown

Tues - 2pm

ITT GOULDS PUMPS PA

H9XSA

ASHLAND SALARY

Non Pay Week - Friday

Unknown

Tues - 2pm

ITT GOULDS PUMPS IPG

H9YSA

IPG SALARY

Non Pay Week - Thursday

ITTCO

Tues - 2pm

ITT ENERGY ABSORPTION(ENIDINE)

EAHR

ENIDINE WEEKLY HOURLY EA

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT ENERGY ABSORPTION (ENIDINE)

EASAL

ENIDINE BI-WEEKLY SALARY EA

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT ENERGY ABSORPTION (CAP)

CAHR

CAP WEEKLY HOURLY CA

Pay Week - Monday

ITTCO

Tues - 2pm

ITT ENERGY ABSORPTION (CAP)

CASAL

CAP BI-WEEKLY SALARY CA

Non Pay Week - Friday

ITTCO

Tues - 2pm

ITT CONTROLS (CMC)

BIHR

BILLERICA HOURLY CM

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT CONTROLS (CMC)

BISAL

BILLERICA BI-WEEKLY SALARY
CM

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT CONTROLS (CMC)

CMHR

CMC BI-WEEKLY HOURLY CM

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT CONTROLS (CMC)

CMSAL

CMC BI-WEEKLY SALARY CM

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT-KALIBURN INC.

KBHR

KALIBURN HOURLY (BI-WEEKLY)

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT-KALIBURN INC.

KBSAL

KALI BURN SALARY (BI-WEEKLY

Pay Week - Tuesday

ITTCO

Tues - 2pm

ITT KONI

BWFRI

KONI FRICTION SALARIED

Non Pay Week - Thursday

ITTCO

Tues - 2pm

ITT KONI

BWKON

Bl WEEKLY KONI

Non Pay Week - Thursday

ITTCO

Tues - 2pm

ATTACHMENT C

Custom Queries to be run once a month by service provider:


	Application Used to Produce
Query/Report Name	Information	Provider	Information Supplied	Frequency of Request
DWA87200_MonthYear	Infinium Query	Debbie Weeks	Salaries Information of employees on Severance (Income Codes 00140 and 00270)	Monthly

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

Headcount	Business Objects	Idania Miro	Payroll information of HQ Employees with names and cost centers	Monthly

SCHEDULE CA3
SECURITY OPERATIONS CENTER

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Information Technology — Security Operations Center (IT-SOC) Support Services for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

IT-SOC-01

Security Operations
Center Support
Services

Provide IT Security event monitoring and intrusion detection; and serves as a single point for information security related issues:

• Environmental Awareness — Service Provider will provide environmental awareness activities, including Risk/Threat Analysis

Analysis per Month

Cost plus 2% - 10%

• Management and Administration of Global IDS/IDP Security Devices — Service Provider will manage and administer Global IDS/IDP Security Devices.

Modifications per Month

• Network Data Aggregation, Normalization, and Correlation —.Service Provider will provide network data aggregation, normalization, and correlation for the Service Receiver. Service Provider will provide centralized management of network and security event logs collected from multiple sources. Log and/or event monitoring sources will include, but not limited to, technologies such as:

Security Events per Second

o Firewalls

o VPN concentrators

o Intrusion Detection/Prevention appliances

o Content filters

o As well as other approved and agreed upon controlled points that can provide insight and/or generate alerts that detect real time threats to the enterprise

Service Provider will also leverage multiple levels of alerting and threat identification to include:

o Predefined alerts

o Network anomaly detection rules

o Emerging cyber threat monitoring

Service Provider will ensure compliance with legal, regulatory, and internal policies regarding records management, incident documentation, and data retention requirements for data within Service Provider’s control.

• Help Desk — Service Provider will make available the IT-SOC Help Desk, via phone or email, to provide assistance for security-related issues or concerns to the Service Receiver’s IT and/or Management staff.

Contacts per Month

• Metrics/KPIs Reporting — Service Provider will provide metrics to communicate overall effectiveness of IT-SOC activities and investigations. Service Provider is able to organize, manage, and visualize data, as well as produce reports that identify baselines and projected targets; trending; and standardized key metrics tailored to Service Receiver’s business needs.

Status Report per Week

Service Provider will have the necessary United States Government security clearances to enable and leverage interaction with Federal/State/Local Government and Department of Defense Agencies in support of investigations, compliance issues, and/or threat related activity and information sharing at the request of Service Receiver. Such interaction can include, but not limited to, agencies such as:

	•		Federal/State/Local Law Enforcement (Investigations)

	•		Department of State / Department of Commerce (Compliance)

	•		Department of Defense

	•		The Defense Industrial Base (DIBNet-U and DIBNet-S) Interaction and Information Sharing

Service Volumes Greater or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications

increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
IT-SOC-02	Security Operations Center Migration	Service Provider will make commercially reasonable efforts to assist Service Receiver in exiting of this agreement. These efforts include:	Time and Materials Based on Additional Pricing Section

		• Support of data extraction requests from the Service Receiver

		• Providing Subject Matter Expertise in helping the Service Receiver understand current state of the Security Operations Center

IT-SOC-03	Security Operations Center Knowledge Transfer	Service Provider will provide the following knowledge transfer services:	Time and Materials Based on Additional Pricing Section

		• Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Security Operations Center

Supplemental Services

For requests for supplemental services relating to Information Technology — Security Operations Center by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Rome, NY, USA to global locations.

PREREQUISITES/DEPENDENCIES






	•		If Service Receiver provides inaccurate information to Service Provider, it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Service Receiver must coordinate with Service Provider to ensure that either direct access to Receiver’s network is available, or access to a data collector in Receiver’s network is available for the period of this TSA.

	•		Service Receiver must configure its appliances in order to forward data logs to Service Provider.

	•		Service Receiver must provide appropriate global administrative credentials to Service Provider in order to manage intrusion prevention system.

	•		Service Receiver must provide a list of appropriate contacts and points of escalation.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A. In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A

The IT-SOC staff is accessible, based on need and criticality, 24 hours a day, 7 days a week, 365 days a year, through the usage of on-call staff to assist with any IT Security related incident.

The IT-SOC Help Desk can be reached by phone or email and is ready to provide assistance for any information security related and concerns. Depending on the urgency, severity, and scope of the problem, there are two recommended contact methods:

ITT IT Security Operations Center:
Phone: (Mondays — Fridays; 7 am—5 pm ET)
Email:

In instances where there is an emergency or suspected situation occurring, please contact the IT-SOC Director and/or Assistant Director directly, 24/7, utilizing the contact information below:

•

Director | ITT IT Security Operations Center

•

Assistant Director | ITT IT Security Operations Center

SCHEDULE CA4
BUSINESS OBJECTS PROFESSIONAL
SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform Business Objects Professional Services for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

IT-BO-01

Business Objects Support Services

Provide Business Objects Professional Services to support Business Intelligence and Extract Transform Load (ETL) toolset support:

Time and Materials Based on Additional Pricing Section

• Universe Design & Architecture - The Service Provider, on receipt of a Universe Design & Architecture request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. Included with a request, the Service Provider will provide to the Service Provider source database schema, end user participation input and other reporting requirements in order for the Service Provider to provide the Service Receiver with a document outlining best practices and recommendations for a universe design, given the provided criteria. The Service Receiver will implement any and all changes that they deem necessary. Note: Universe Design & Architecture service for one Universe may take between two weeks and three months of effort, depending on complexity.

Unlimited

• Security Administration — The Service Provider, on receipt of a Security Administration request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. The Service Receiver will provide to the Service Provider access to the CMC or a Service Receiver BOE Admin, with detailed knowledge of current security configuration. Using this access, resource and information, Service Provider will analyze and trouble shoot the Service Receiver’s issue, and provide a document with recommendations for security configurations to the Service Receiver. The Service Receiver will implement any and all changes that they deem necessary.

10-15/month

Minimum

BAU

Service

Transaction

Period

Service

Service #

Service Name

Description of Service

Volume

(in mo.)

Charge

• Database Utilization Analysis — The Service Provider, on receipt of a Database Analysis request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. Service Receiver will provide source database schema, end user participation input and other reporting requirements with Source Database Administrator participation. Using this information, the Service Provider will provide the Service Receiver a document detailing possible adjustments to improve performance or accuracy if any are able to be determined.

1/month

• Connectivity Troubleshooting — The Service Provider, on receipt of a Connectivity Troubleshooting request initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. The Service Receiver will provide to the Service Provider access and use of Source Database Administrator, Service Receiver BOE Admin and possible Network Administrator participation to exhaust all known troubleshooting steps and document resolution of Service Receiver’s complaint. The Service Receiver will implement any and all changes that they deem necessary.

1-3/month

• Business Objects Administration — The Service Provider, on receipt of a Business Objects Administration request, initiated by phone or email from the Service Receiver, will record and track the request in the Service Provider’s ticketing (ISR) system. The Service Provider will work with any applicable policy or standard procedures and reporting expectations with Service Receiver BOE Admin or Server Admin participation, to provide the Service Receiver with a document detailing recommendations for settings, configurations and the set-up for Business Objects Enterprise. The Service Receiver will implement any and all changes that they deem necessary.

1-5/month

Service Volumes Greater Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented in this agreement

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.

Supplemental Services

For requests for supplemental services relating to Business Objects Professional services support by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

engaged in at the time of the request, but not later than 30 days after the request was made. If Service Provider, in its sole discretion determines (i) such request would increase the ongoing operating costs for Service Provider (as a service recipient) or any other service receiver or (ii) that it is not capable of making such changes with its current staff during the time period requested without interrupting the Services provided to itself or any other service receiver. Service Provider need not provide a price quote or perform the services. Where a price quote is provided, Service Provider shall provide the service requested upon acceptance of the price.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA, to USA locations.

PREREQUISITES/DEPENDENCIES






	•		Service Receiver will maintain the Business Objects application.

	•		If Service Receiver provides inaccurate information to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		Service Receiver must provide admin level rights to Service Provider as needed to Service Receiver’s maintained Business Objects application server.

	•		Service Receiver must keep the TSA Gateway active and accessible to the Service Provider as needed for the period of this TSA.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE CA5
INFINIUM APPLICATION SERVICES

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Dan Johnston Exelis Inc.	Enterprise Applications Manager		dan.johnston@itt.com
Ron DeBoer ITT Corporation	Application Services Manager		ron.deboer@itt.com

GENERAL SERVICE DESCRIPTION

Service Provider will provide Infinium Application Support Services for Service Receiver.

SCOPE OF SERVICES

Minimum

BAU

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

IT-Infinium-01

Infinium Application HR, Payroll and related GL Support Services

Provide Infinium Application HR, Payroll, and General Ledger Related Support Services:

65 calls/ month

6 calls/ month

Cost will be passed through as part of the HR/ Payroll/Benefits TSA

• Access to Infinium Application — Service Provider will provide access to application through form(s) signed off by the appropriate signing authority or designated Executive per the Master Services Agreement, and submitted through Remedy tickets. Service Provider will give access to the requested menu options. Service Provider will provide access to application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

• Infinium Support & Maintenance — Service Provider will monitor incident resolution requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

• Infinium Database Support — Service Provider will trouble shoot database related incidents as reported via Remedy tickets. These activities include maintaining database schemas if necessary, performing data cleanup activities as well as scheduled maintenance activities, requesting database/file restores, and providing support for all database issues in production and test/development environments.

• Custom reports and data extracts will be provided as necessary to support legal, audit and

Minimum

BAU

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

compliance tasks when requested by authorized individuals.

• Ad-Hoc development/services or processing of reports consistent with what was provided in the 12 months prior to the distribution date will be supported as part of this agreement. Any new Ad-Hoc reporting requirements will be considered out-of-scope and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

• Any modification of 3^rd Party Interfaces consistent with support of BAU or seasonal business processes which were provided with existing internal resources in the 12 months prior to the distribution date will be supported as part of this agreement. Any changes to 3rd party relationships which require new interface modifications or re-writes are not included as part of the scope of this agreement and will be provided on a time and materials basis as described in the Additional Pricing section of this agreement.

Provide Infinium Application General Ledger Support for Enterprise Accounting Function:

IT-Infinium-02

Infinium Application GL Services for Enterprise Accounting Function Support Services

• Infinium Support & Maintenance — Service Provider will monitor incident resolution

Cost will be passed through as part of General Ledger Accounting — ITT HQ TSA

Minimum

BAU

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

requests as reported via Remedy tickets, recommend and notify Service Receiver, and implement incident resolution or expected fix from vendor per the SLA outlined in the Service Level section of this agreement. Service Provider will identify and communicate breaks in application discovered by automated or monitoring system, develop solution and approach to address break in application, and implement fixes to resolve break in application.

• Custom reports and data extracts will be provided as necessary to support legal, audit and compliance tasks when requested by authorized individuals.

65 calls/ month












6 calls/ month

IT-Infinium-03

Infinium Application AP and CM Support Services

Provide Infinium Accounts Payable and Currency Management Support for Enterprise Accounting Function:

Cost will be passed through as part of General Ledger Accounting — ITT HQ TSA

Minimum

BAU

Service

Transaction

Period

Service

Service #

Name

Description of Service

Volume

(in mo.)

Charge

application for authorized service receiver users per the security guidelines outlined in the Master Services Agreement. Service Provider will create new application and database users pre-approved by Service Recipient, maintain application and database passwords, maintain application and database security to meet security and controls guidelines identified in Master Services Agreement, as well as monitor and restrict unauthorized access to source code and data. Service Provider will maintain production batch schedule, execute batch jobs, assess impact of failed batch jobs, and adjust schedule to account for batch job failures and delays. Service Provider will execute web server and application server configuration changes, monitor and maintain application administration Cron jobs and shell scripts. Time required to provide access to the application will be within (5) five business days.

20 calls/ month









6 calls/ month


*		BAU volumes will be calculated on a rolling 12-month average to account for seasonal fluctuations and any temporary spike in service volumes post-spin.

*		For BAU volumes, one incident will be considered the equivalent of one call (regardless of the number of phone conversations related to the same issue).

Services that will not be provided as part of this agreement are:

•

Employee Self Service Module (including Online Benefits Enrollment)

Service Volumes Greater Than or Less Than Observed Pre-Distribution Date


Scenario	One-Time Setup Fees	Monthly Fees
Service Volume within BAU [Note: BAU already includes +/- 10% of pre-distribution date volumes]	No incremental one-time fees when Service Receiver utilizes services and structure as-is with no changes under this agreement	Steady-State fee structure for requisite service as documented below

Service Volume greater or less than BAU	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver provided the Service Receiver utilizes services and structure as-is with no significant changes under this agreement	Service Provider will develop a commercially reasonable quote for acceptance by the Service Receiver incremental to the base service costs documented below for the requisite service

Ad-Hoc development/services or processing of reports consistent with what was provided prior to the distribution date will be supported as part of this agreement. Service Provider will use commercially reasonable efforts based on provider’s current abilities to accommodate regulatory or legal ad-hoc requests. Ad-hoc requests which may need to be performed to assist Service Receiver in meeting new legal obligations will be provided on a time and materials basis as described in the Additional Pricing section of this agreement. Any changes to 3rd party relationships which require interface modifications or re-writes are not included as part of the scope of this agreement. Should the Service Receiver require such changes, Parties agree to negotiate in good faith with regard to such modification. In the event modifications to the services provided are required by law for only the Service Recipient and such modifications increase the cost for Service Provider, Service Recipient that requires the modifications shall pay all the additional costs including the costs for the other Service Recipients.

Exit Services

The following services will be provided upon receipt of a Termination Notice to exit from this Service.


Service #	Service Name	Description of Service	Service Charge ($/hour)
IT-Infinium-04	Infinium Migration	Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include: • Support of data extraction requests from the Service Receiver • Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details	Time and Materials Based on Additional Pricing Section

IT-Infinium-05	Infinium Knowledge Transfer	Service Provider will provide the following knowledge transfer services: • Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Infinium Application and related interfaces	Time and Materials Based on Additional Pricing Section

Supplemental Services

For requests for supplemental services relating to Infinium Application support services by Service Receiver not mentioned in this Schedule or not included within the costs documented in this agreement, Service Receiver will provide a discreet project request and submit such request to Service Provider using the formalized Change Request attached as Annex A for consideration by Service Provider.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to Canada and USA locations for HR and payroll, and White Plains, NY for GL, AP, and CM.

PREREQUISITES/DEPENDENCIES

	•		Service Receiver will maintain the applications and interfaces documented in Attachment A.

	•		Any IT services required to support business services outlined in the HR/Payroll/Benefits TSA and which were provided in the 12 months prior to the distribution date will be supported as part of this agreement.

	•		If Service Receiver sends inaccurate data to Service Provider it will be the responsibility of the Service Receiver to rectify any problems and bear any costs incurred to rectify the issue.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

SERVICE LEVEL

In the event incidents cannot be resolved in the time outlined in Attachment B, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

ATTACHMENT A


Program Name	Business Purpose	Vendor	Source System	Destination System
XYCISPACPU XYCISPAC	AC ISP Rate change file	ACS	ACS	Infinium
XPYCCT200	Load and List wage request file from Cartus	CARTUS	CARTUS	Infinium
XPYCCT200C	Load Cartus file and process-batch job	CARTUS	CARTUS	Infinium
XPYCCT200P	Bring in Cartus Wage Request file	CARTUS	CARTUS	Infinium
XPYCCT300C	Load Cartus Gross Ups	CARTUS	CARTUS	Infinium
XYGCONCUP	Re-Apply Concur (PYPME History) to Payroll	Concur	Concur	Infinium
XCHGLDEMP	Concur - Load Employees from INFIN	Concur	Concur	Infinium
FPYCEEMTIN XYCEEMTIN XCHCCRTPA	Expense transations	Concur	Concur	Infinium
XYCEEMTIN	CONCUR - travel process expense records	Concur	Concur	Infinium
FPYCACFTP	Labor feed 800	Infinium	Aerospace	Infinium
FPYCAMFTP	Labor feed 800	Infinium	Amory	Infinium
NPYCCNFTP	Labor feed 500	Infinium	Cannon	Infinium
NPRCNE	Cannon Salary Non-Exempt Employees	Infinium	Cannon	Infinium
FPYCCAPFTP	Load Labor to Daily Time (CAP)	Infinium	CAP	Infinium
FPYCBWSFTP	Lead Labor to Daily Time (CMC- BWS)	Infinium	CMC	Infinium
FPYCFT8FTP	Load Labor to Daily Time (CMC- Ft8)	Infinium	CMC	Infinium
FPYCEVFTP	Labor feed 800	Infinium	Engvl	Infinium
FPYVCENIFTP	Load Labor to Daily Time (ENI)	Infinium	ENI	Infinium
FPYCGPFTP3	Labor Feed to Infinium - Gould Pumps 3 -	Infinium	Gould	Infinium
FPYCGPFTP	Labor feed	Infinium	Gould	Infinium


Program Name	Business Purpose	Vendor	Source System	Destination System
FPYCGPFTP1	Labor feed 810	Infinium	Gould Pumps -92S	Infinium
FPYCGPFTP2	Labor feed 810	Infinium	Gould Pumps -9XL	Infinium
FPYCGPFTP3	Labor feed 810	Infinium	Gould Pumps -EVZ	Infinium
FPYCKBHFTP	KAL hourly payroll feed	Infinium	Kalburn	Infinium
?	Labor feed 905	Infinium	Koni Hr	Infinium
?	Labor feed 905	Infinium	Koni Sal	Infinium
XPEGPR	Promotions	Infinium	Excel	Infinium
CPYCB1WBW	Labor Load (BIWBW)	Infinium	BIWBW	Infinium
CPYCBIWHR	Labor Load (BIWHR)	Infinium	BIWHR	Infinium
XPEG5C3	Salary Changes	Infinium	Excel	Infinium
NEW Development	401K Hourly to JP Morgan	JP Morgan	JP Morgan	Infinium
XPYCHCK01	Receive Long Term Care file	John Hancock	John Hancock	Infinium
	Receive Long Term Care Billing file	John Hancock	John Hancock	Infinium
XPYCJH01	Copy from Tape J&HKVI data to file XPYPJHI	John Hancock	John Hancock	Infinium
XPYCJH07	Receive life plus file	John Hancock	John Hancock	Infinium
XECUBSI	Receive Life Plus Input File	Marsh	Marsh	Infinium


Interface Name	Program Name	Business Purpose	Vendor	Source System	Destination System
		Infinum HR Data to Payroll Vendor	Payroll Vendor	Infinium /SAP	Payroll Vendor
		Defense Labor feed to Payroll Vendor	Payroll Vendor	iSeries	Payroll Vendor
		ITT Labor Feed to Payroll Vendor	Payroll Vendor	iSeries	Payroll Vendor
		Water Labor Feed to Payroll Vendor	Payroll Vendor	iSeries	Payroll Vendor
	XYCRME	Receive and process autotime - car allowance	Runzheimer	Runzheimer	Infinium
	XYCRMEC	Receive and process Can AT- car allowance	Runzheimer	Runiheimer	Infinium
	XPYGRNZH MR	Re-Apply Runzheimer (PYPME History) to Payroll	Runzheimer	Runzheimer	Infinium
	XPYSBOPT1	Receive Smith Barney Options	Smith Barney	Smith Barney	Infinium
	XPYSBRES1	Receive Smith Barney Restricted	Smith Barney	Smith Barney	Infinium
	XPRGUNWA	United Way Upload to PYPDE	United Way	United Way	Infinium
	XPYCWFREC	CLP to receive check recon file from Wells F	Wells Fargo	Wells Fargo	Infinium
	XFVCWFREC	Receive Check recon	Wells Fargo	Wells Fargo	Infinium

ATTACHMENT B

Following are the incident priorities and expected resolution target times:


Priority	Accept	Resolve Incidents
Urgent	30 mins	1 hr
High	1 hr	4 hrs
Medium	2 hrs	8 hrs
Low	4 hrs	48 hrs

Priority of Incidents

Urgent: System/Component or Program is inoperable, Multiple users effected. No alternatives or backup is available.

High: Single user with a System/Component or Program that is inoperable. Component degraded with limited access or functionality. A Workaround is available.

Medium: Job functions can be performed with some restricted functionality. Training, questions or concerns need to be addressed but production is not affected.

Low: Attention is needed to assist in non-critical situations. A workaround is available.

Recovery Times

In the event of a hardware failure, the hardware vendor will be engaged for repair or replacement. The anticipated outage period for an event of this nature is 16 hours.

In the event of a failure which results in the database having to be restored, the anticipated outage would be 6+ hours.

SCHEDULE CA6

ITT.COM EMAIL FORWARDING
INFRASTRUCTURE

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:

GENERAL SERVICE DESCRIPTION

Service Provider will perform ITT.com Email Forwarding Services for Service Receiver.

The primary service is to provide a computer processing platform that supports the business applications of the Business, which includes IT support for technology infrastructure.

SCOPE OF SERVICES

Service

Transaction

Service

Service #

Name

Description of Service

Volume

Duration

Charge

IT-Email
Forwarding-01

Email Forwarding
Support Services

Provide Email Forwarding services for email messages sent to ITT.com. Service Provider will forward messages to new Service Receiver domain addresses.

Unlimited number of emails forwarded

Cost plus 2% - 10%

Service Provider will maintain Exchange contact objects in their Active Directory for all legacy ITT.com SMTP addresses.

The Service Provider will add additional contact objects within 48 hours of receiving the request from the Service Receiver. Escalations for 4 hour turnaround will be allowed for high profile users and accounts. Each escalation will require Exelis and ITT Corp Messaging Manager agreement before the committed 4 hour turnaround can be processed.

Services that will not be provided as part of this agreement are:

	•		Filtering of spam beyond SenderBase reputation level

	•		Legal holds — Emails will not be saved as they will be forwarded to the Service Receiver, and it is the Service Receiver’s obligation to save emails if required by their legal counsel

	•		Updating of Service Receiver’s domain changes

Service Provider reserves the right to temporary halt the service, provided notification is given to Service Receiver using commercially reasonable efforts, due to:

	•		Unusual increase in volume of emails

	•		Threats to security

	•		Constraints to network resources

Should the Service Receiver require changes to the documented services, Parties agree to negotiate in good faith with regard to such modification.

Exit Services

No exit services will be provided under this agreement.

LOCATIONS

Services are initially provided from Fort Wayne, IN, USA to global locations.

PREREQUISITES/DEPENDENCIES

	•		The Service Receiver will provide a list of obsolete contact objects that can be removed by the Service Provider on a monthly basis.

	•		Service Provider’s Exchange Organization must be authoritative for the ITT.com (Simple Mail Transfer Protocol) SMTP address space and the Service Receiver’s Exchange Organization must not add itt.com to its Email Address Policy for the period of time which this agreement is in effect.

	•		Service Receiver must continue to allow Service Provider to remain the mail exchanger (MX) and entry point for all ITT.com email for the period of time which this agreement is in effect.

	•		The Service Receiver will not use the domain email.itt.com for the period of time which this agreement is in effect

	•		The Service Receiver will coordinate all legacy messaging DNS record changes with the Service Provider.

	•		Service Receiver must have Cisco Iron Port hardware and software licenses active and maintained for the period of time in which this agreement is in effect.

	•		Service Receiver must have Transport Layer Security (TLS) enabled and maintained for the period of time in which this agreement is in effect.

	•		Service Receiver must have Microsoft Exchange active and maintained for the period of time in which this agreement is in effect.

	•		Security and access controls will be maintained as set forth in the Master Services Agreement.

	•		Service Receiver must have a Technical Assistance Agreement in place with the U.S. Government for the period of time in which this TSA agreement is in effect for any non-US citizens who are Exchange Org Administrators and Enterprise Administrators administrating (or give themselves permission to) the Americas site from outside the US.

SERVICE LEVEL

Service Provider will classify incidents at its own discretion and will make commercially reasonable efforts to resolve incidents with service delivery.

In the event incidents cannot be resolved, Service Provider shall promptly notify Service Receiver and work together to try and resolve such incidents.

ADDITIONAL PRICING

Additional Pricing Rates (All in USD)


Location	Low		Medium		High
USA	$	75	$	100	$	125
Greece	$	35	$	46	$	58
Mexico	$	19	$	25	$	31
Sweden	$	75	$	100	$	125

SCHEDULE CA7
BASIC TIME AND MATERIALS SUPPORT

SERVICE OWNER

All service matters and general inquiries regarding this Service should be directed to:


Name	Title	Phone	e-mail
Service Provider’s Contact

Exelis Inc. Joe Daniel	TSA Manager	office:	Joe.daniel@itt.com

Service Recipient’s Contact

ITT Corporation Daryl Bowker	TSA Manager	Office:	Daryl.bowker@ittcorp.com

PARTIES TO THE AGREEMENT

Service Receiver: Exelis Inc.

Service Receiver: ITT Corporation

TERM AND OPTION

The Term shall be 18 months commencing on the Distribution Date. There shall be no Minimum Service Period.

GENERAL SERVICE DESCRIPTION

The Service Provider hereby agrees to cause its and its affiliates employees (collectively, “Experts”) to provide a reasonable amount of services, including specifically the services listed in Appendix A, upon reasonable notice and request from the Service Receiver on a time and materials basis from the Distribution Date through June 30, 2013 (the “Minimum Term” and the “Maximum Term”).

The “Expert” should advise their TSA manager that a request for services has been made and the estimated number of hours requested.

SCOPE OF SERVICES

The scope of services will depend on the needs of the Service Recipient and the capabilities and availability of the Experts.

LOCATIONS

All locations around the world

PREREQUISITES/DEPENDENCIES

TAX STATUS

Sales tax will be charged as determined by the Service Provider and the Service Receiver shall pay such tax along with the payment for the service provided.

BILLING LOCATION

NOTICE REQUIREMENTS

No notice of Termination is required under this Schedule and there shall be no make-whole fee under this Schedule

Notices and bills to the Service Provider should be sent to:
Exelis Inc.
1650 Tysons Boulevard
Suite 1700
McLean, VA 22102
Attention: Joe Daniel

Notices and bills to the Service Provider should be sent to:
ITT Corporation
240 Fall Street
Seneca Falls, NY 13148
Attention: Daryl R. Bowker

PRICING

The hourly rates below includes a 4.5% increase for inflation and the 2% profit margin and shall be applicable in 2011 and 2012. The rates shall increase by 4.5% in 2013.


Service		Hourly Rate*
Hourly Rate Administrative/Secretarial.		$50 per hour

Hourly Rate for a Non Executive		$100 per hour

Hourly Rate for an Executive		$150 per hour


*		Note: In cases where invoicing is done outside the United States, the above rates should be converted to local currency based on the exchange rate on the date the invoice is prepared.

The pricing for the services described in Annex A will be as set forth in Appendix A.

Appendix A

Due Diligence Manager Software Application

Draft Base Statement of Work

Version 1.0 Draft

September 20, 2011

Draft Base Statement of Work

Table of Contents


1	Scope	3

2	Technical Support Requirements	3
	2.1 Routine Application Maintenance	3
	2.1.1 Routine Tasks	3
	2.1.2 Outages	3

	2.2 Change and Improvement Process	4
	2.2.1 Change Request Analysis	4
	2.2.2 Change Request Processing	4
	2.3 Testing	4

3	Deliverables	4

4	Training and Support	4

5	Place of Performance	5

6	Period of Performance	5

7	Project Management	5

8	Labor Categories and Rates	5

ITT Proprietary Information Page II

Draft Base Statement of Work

1 Scope

		The software application — Due Diligence Manager (DDM) — is a web-based, data-driven software application that provides the ITT Due Diligence staff with the capabilities that directly support the due diligence process. The SOW describes approach for identifying, scoping, estimating, developing, testing, deploying, and maintaining the software and application operation of the DDM application.

		This document describes the requirements for maintaining and modifying the ITT Due Diligence Manager software application, including the underlying database.

2 Technical Support Requirements

2.1 Routine Application Maintenance

ITT AIS Development Staff will perform all routine application sofware maintenance tasks to ensure that the DDM software application is available to the user community on an continuous basis.

2.1.1 Routine Tasks

ITT AIS Development Staff will periodically identify and correct latent issues discovered during normal operations. These tasks include Application Server settings, configuration, software upgrades and patches. These tasks are typically background and housekeeping tasks that should not affect active users.

2.1.2 Outages

		In the event of a failure (outage, defined as non-availability of DDM application software functionality), the develop staff will make every attempt to restore software availability.

		For software-related outages, ITT AIS Development Staff will investigate the reported issue, determine the cause, correct the issue source, deploy a corrective update, verify the correction, and notify the issue initiator of the resolution.

		Outages that are not immediately identifiable as due to a DDM software issue, must be directed to the ITT organization’s IT data center help desk, who will initiate a support ticket and process that ticket to resolve the issue based on internal processes defined by that organization. ITT AIS Development Staff will support that effort to determine the source of the outage.

ITT Proprietary Information Page 3

Draft Base Statement of Work

2.2 Change and Improvement Process

Requests for modifying the design, functionality or configuration of the DDM software application shall be presented to the development staff by the user community through a change request document.

2.2.1 Change Request Analysis

The ITT AIS development staff will review each request and develop an estimate for the level of effort required to implement the requested change. This activity may include dialogue with the initiating organization in order to ensure understanding of the objectives and outcomes of the requested change.

2.2.2 Change Request Processing

ITT AIS staff will process the final RFC proposal through internal contracting offices, ultimately to be released to the requesting activity as a proposal for implementing the final change request. Once the requesting organization approves a proposal and the requisite contractual documentation is finalized, ITT AIS development staff will schedule and execute the finalized change request. Once the change is completed, ITT AIS will deploy the change to the live DDM server for review by the requesting organization. After completing a comprehensive review of the deployed application software change, and after providing ITT AIS Development Staff with approval, ITT AIS Development Staff will close the change request by initiating a contract closure letter to the requesting organization.

2.3 Testing

Prior to deployment of all requested and approved changes, DDM software changes will be thoroughly tested using ITT AIS Development Staff’s internal test process. The test objectives, steps, and results will be documented in an appropriate format to ensure that testing has been conducted and that any resultant software bugs have been resolved.

3 Deliverables

For Change Requests that impact the DDM User Guide or DDM Administrator Guide ITT AIS Development Staff will update the affected documentation and release to the requesting organization an update in pdf format.

4 Training and Support

For Change Requests that include signification changes where training on new fieatures and functionality are requested as part of the Change Request, ITT AIS Development Staff will schedule and conduct an on-line training course to cover the

ITT Proprietary Information Page 4

Draft Base Statement of Work

		areas affected. Training will be addressed and included in the proposal for each Change Request as needed.

		If requested, the ITT AIS Development Staff will provide technical training to ITT’s IT staff for further support and build-out the DDM application source code and application web server. This support will be estimated and quoted through the same process described above for change requests.

5 Place of Performance

All development tasks will be performed at ITT AIS site in Chesapeake, VA.

6 Period of Performance

The proposed project schedule will be provided on a case by case basts. The final schedule will be updated once the project is accepted by the requesting organization.

7 Project Management

ITT AIS Development Staff will identify DDM project manager who will be responsible for ensuring that the agreed-upon tasks identified in the final accepted proposal are scheduled, tracked, and completed in accordance with the project schedule. Any issues affecting cost, schedule, or technical performance will be brought to the attention of the client as soon as possible for resolution.

8 Labor Categories and Rates

Labor categories to be applied to tasks under this SOW are listed below. These rates are estimates. Each task order will require a formal quote issued by ITT AIS Contracts Office based on the level of effort estimates as described in paragraph 2.2.


Labor Category	Estimated labor Rate
Project Manager		Cost plus 2% – 10%
Sr. Software Engineer		Cost plus 2% – 10%
Software Engineer		Cost plus 2% – 10%

ITT Proprietary Information Page 5

SCHEDULE CB1
HR/PAYROLL/BENEFITS

SERVICE OWNER

All service matters and general inquiries regarding this service should be directed to:


Name	Title	Phone	e-mail
Joe Daniel	TSA Manager		joe.daniel@itt.com
Exelis Inc.

John Connolly	Director, Technical Accounting		john.connolly@itt.com
Xylem Inc.

GENERAL SERVICE DESCRIPTION

Service Provider will perform Payroll, Payroll Tax, HR, Garnishment and Benefit Services for Service Receiver.

SCOPE OF SERVICES

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

SS-Payroll-01

Payroll Services

Provide payroll and tax configuration support required to support payroll services:

• Income Codes —Service Provider will use the Income Request Form from the
Service Receiver to update tax, garnishment, eligibility, pension, and 401K with the provided income codes. 5 business days prior notice are required to make the income code changes.

• User Defined Field — Service Provider will use the Request for User Defined Field provided by the Service Receiver to update the necessary fields within 5 business days of the request.

• Pay Cycle — Service Provider will use the Request Pay Cycle from the Service Receiver to setup the pay cycle with the pay calendar where applicable. 5 business days are required to make the pay cycle changes. Pre-distribution date pay cycle configuration is defined in Attachment B.

100/month for all
SS-Payroll-01

TBD

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide garnishment, child support, tax levy, interrogatory correspondence, withholding and payments support required for payroll services:

New Transactions 200,
Monthly Payments 700

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide employee maintenance support where appropriate to support payroll processing

600/month

30/month

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide ACS 401k Interface Processing required to support payroll processing

10 Monthly Interfaces
Files & Reports

Provide JPMorgan 401k Interface Processing required to support payroll processing

10 Monthly Interfaces
Files & Reports

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide Principal Loan Processing required to support payroll processing upon receipt of notification by secured email and make the required employee deduction code changes

Weekly Interface Files

Two Interface Files
Per Month

One Interface File
Per Month

Weekly Interface Files

Provide executive deferral payment upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9^th of the month.

One Monthly Deferral
Processing

BAU

Minimum

Service

Transaction

Service Period

Service

Name

Description of Service

Volume

(in mo.)

Charge

Provide excess group term life calculations upon receipt of notification from Service Receiver for payout and make employee deferral payment. Files must be received by the 9^th of the month.

240 Batch Processing
Runs

Complete nightly Infinium Benefit Deduction updates.

240 Batch Processing
Runs

Provide payroll processing.

• Payroll Cycle Processing — Service Provider will then create Employee Processing Cycle File, listing of employees with pay, benefit, leave of absence and terminations. A review of employee changes will be conducted by Service Receiver and corrections made if applicable. Employee changes will be added to cycle validation routine for balancing. Delays in Service Receiver responsibilities will delay payroll processing. Service Provider will not be liable for such Service Receiver caused delays.

• Close Upload Labor to Payroll Cycle — Service Provider will upload employee labor to payroll cycle.

• Gross to Net Calculation — Once Infinium releases time sheet data Service Provider will produce the payroll trial balance.

• Payroll Adjustments — Service Provider will update employee pay information and add adjustments to validation routine for balancing as required.

240 Pay Processing
Cycles