Exhibit 10.1

Amended and Restated Technology Services Agreement

by and among

Phoenix Life Insurance Company

and

Electronic Data Systems, LLC

Table of Contents

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Table of Schedules

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This AMENDED AND RESTATED TECHNOLOGY SERVICES AGREEMENT (the " Agreement "), made and effective as of January 1, 2009 (the " Amended and Restated Effective Date "), by and between Phoenix Life Insurance Company, a New York life insurance company currently with offices at One American Row, Hartford, Connecticut 06102-5056 (" Phoenix "), Electronic Data Systems, LLC (" Vendor " or " EDS "), a Delaware limited liability company with its principal place of business located at 5400 Legacy Drive Plano Texas 75024.

Whereas, Phoenix and EDS Information Services, L.L.C. and Electronic Data Systems Corporation (collectively, the "Former EDS Entities") entered into the original Technology Services Agreement, effective as of July 29, 2004, with regard to the provision of certain technology services as described in that original agreement (the " Original Agreement "); and

Whereas, Phoenix and EDS (as successor in interest to the Former EDS Entities) have agreed to a new solution of the original technology services and new pricing and service levels for such services as well as adding additional services for applications support and maintenance; and

Whereas, Phoenix and EDS want to restate the Original Agreement into this Agreement so that this Agreement is in complete substitution and replacement of the Original Agreement as of the Amended and Restated Effective Date; and

Whereas, Phoenix and EDS have jointly worked together to determine the applicability of the schedules and exhibits under the Original Agreement and have attempted to accurately update those schedules and exhibits for use from and after the Amended and Restated Effective Date in this Agreement, but Phoenix and EDS agree that they might need to refer to the prior exhibits and schedules in the event the parties need to make some clarifications under this Agreement; and

Whereas, Phoenix and EDS have jointly worked together to determine the accurate applicability of the terms "Effective Date" and "Amended and Restated Effective Date" for use under this Agreement, but Phoenix and EDS agree that they might need to refer to the use of such terms in the event the parties need to make some clarifications under this Agreement.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1. BACKGROUND AND OBJECTIVES

1.1 Background and Objectives.

This Agreement is being made and entered into with reference to the following specific goals, background and objectives:

(a) Phoenix is a leading provider of wealth management products and services to individuals and institutions. Currently Phoenix manages and operates its own information technology environment.

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(b) Vendor is in the business of providing information technology (IT) services, including outsourcing, management consulting, network design, and systems integration.

(c) Phoenix’s current and future business is dependent upon IT solutions to deliver its products to Phoenix’s customers. Phoenix desires to enter into an outsourcing arrangement that will meet its business objectives, which include:

(i) recognizing substantial cost savings (by virtue of the performance of this Agreement by the Parties) both initially and on an on-going basis;

(ii) transferring ownership of Phoenix’s IT assets to monetize such assets and significantly reduce Phoenix administrative responsibilities;

(iii) restructuring and standardizing Phoenix’s IT infrastructure and strengthening its IT governance model;

(iv) delivering to Phoenix world class, evolving services, including through the provision of IT skills, methods, practices and standards;

(v) enabling Phoenix to focus on its core competencies and on those activities which provide it with a competitive advantage, recognizing that Phoenix’s core business is dependent on Phoenix being able to deliver information and related services to its customers;

(vi) establishing a flexible framework within which to quickly respond to evolving technologies, competitive conditions, and changing Phoenix business needs;

(vii) treating fairly Phoenix personnel being hired by Vendor and also providing such personnel with meaningful jobs and a package of total compensation and benefits that is at least comparable to that received from Phoenix;

(viii) attaining transparency and variability of Vendor pricing permitting Phoenix to fully understand Vendor’s charges and to implement a consumption-based expense structure where actual demand for the services drives actual charges;

(ix) identifying means to improve services and reduce costs to Phoenix and to enable Phoenix to improve and expand its information/database operations;

(x) providing for an uninterrupted transition of responsibility for performing the services from Phoenix and its contractors to Vendor;

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(xi) ensuring strong data security and disaster recovery capability; and

(xii) providing for an uninterrupted transition of responsibility for performing the Services back to Phoenix or its designee(s) in connection with termination or expiration of this Agreement;

(d) The Parties desire to promote a flexible business relationship between them that allows for and encourages growth;

(e) The Parties desire to collaborate for the overall success of this Agreement for both Parties; and

(f) The Parties desire to provide an agreement and pricing structure that, as of the Amended and Restated Effective Date, is intended to allow Vendor to earn what it considers to be a reasonable profit commensurate in the IT outsourcing industry with a transaction of a similar size and complexity to this Agreement.

1.2 Construction.

This list of background, goals, and objectives is not intended to expand the scope of the Parties’ obligations under this Agreement, to alter pricing under this Agreement, or to alter the plain meaning of the terms and conditions of this Agreement. However, to the extent the terms and conditions of this Agreement do not address a particular circumstance or are otherwise unclear or ambiguous, those terms and conditions are to be interpreted and construed so as to give effect to this Agreement as a whole and this list of objectives.

2. DEFINITIONS

2.1 Certain Definitions.

As used in this Agreement:

(1) " Additional Transition " shall have the meaning provided in Section 3.8.

(2) " Additional Transition Plan " shall have the meaning provided in Section 3.8.

(3) " Adjustment " shall have the meaning provided in Section 11.2(e).

(4) " Acquired Equipment " shall have the meaning provided in Section 6.2(a).

(5) " Affected Employees " shall mean those employees of Phoenix set forth in Exhibit D-1 to Schedule D (Transitioned Personnel).

(6) " Affiliate " shall mean, with respect to any entity, any other entity Controlling, Controlled by, or under common Control with, such entity at the time in question. At Phoenix’s option, (i) an entity shall be deemed to remain an Affiliate of

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Phoenix for twenty four (24) months after the date it ceases to be Controlled by Phoenix and (ii) the purchaser of all or substantially all the assets of any line of business of Phoenix or its Affiliates shall be deemed an Affiliate of Phoenix for twenty four (24) months after the date of purchase, but only with respect to the business acquired. Phoenix shall be fully responsible for: (i) causing each Affiliate and End User to comply with the provisions of this Agreement to the extent that Vendor performs the Services for Affiliates and End Users, and (ii) payment of all of Vendor’s Charges hereunder (including those that may be invoiced to an Affiliate or any End User) and Vendor shall not be required to look to any Affiliate or End User for payment of any invoice before seeking payment from Phoenix.

(7) " Agreement " shall mean this Agreement, including its Schedules, exhibits, and appendices, as the same may be amended by the Parties from time to time in accordance with Section 23.17.

(8) " Amended and Restated Effective Date " shall have the meaning provided in the preamble to this Agreement

(9) " Applicable Law " shall mean any United States and non-United States federal, state or local law (including common law), statute, ordinance, rule, regulation (including NASD rules, regulations and notices as well as any and all rules, pronouncements and interpretations issued by self regulatory authorities), order, decree writ, injunction, judgment, permit, governmental agreement, member advisory bulletins or decree of a government entity applicable to a Party or entity or any such Party’s or entity’s subsidiaries, parents, affiliates, properties, assets, or to such Party’s officers, directors, managing directors, employees or agents in their capacity as such and effective during the Term, including as they are changed, amended, supplemented or newly added from time to time.

(10) " Applications Software " or " Applications " shall mean those programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform specific user related data processing in connection with the Services, (excluding Database Management Software only to the extent reflected in Section 2.1(29)) including development tools specific to a particular item of Applications Software that is provided by the licensor of such Applications Software. Application Software includes the Software identified as such in Schedule I-1 (Existing Applications Software) as of the Amended and Restated Effective Date.

(11) " Approved Subcontractors " shall mean those subcontractors of Vendor: (i) approved by Phoenix and identified in Schedule N (Approved Subcontractors); (ii) any other subcontractor(s) approved by Phoenix in accordance with Section 10.6, and (iii) Affiliates of Vendor, unless and until (in each case of (i) and (ii)) approval of such subcontractor is rescinded by Phoenix in accordance with Section 10.6.

(12) " Base Charges" shall have the meaning provided in Section 2.1(c) of Schedule C (Charges).

(13) " Benchmarker " shall have the meaning provided in Section 13.7(b).

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(14) " Best Practices " shall have the meaning provided in Section 10.8.

(15) " Business Associate Agreement " shall mean the agreement, in the form annexed hereto as Schedule M (Business Associate Agreement), entered into between Phoenix and Vendor simultaneously with this Agreement.

(16) " Business Day " shall mean every day Monday through Friday based on U.S. Eastern Time, other than those holidays set forth in Schedule K (Holidays). Such Schedule K (Holidays) shall be updated by Phoenix at the beginning of each Contract Year. In this Agreement references to days that do not specifically refer to Business Days are references to calendar days and, unless otherwise provided, a period of more than seven (7) days that expires on a day other than a Business Day shall be automatically extended to the next following Business Day.

(17) " Charges " shall have the meaning provided in Section 13.1.

(18) " Client Executive " shall mean the Vendor executive who interfaces with the Steering Committee, manages the client relationship at a global level, drives service excellence by collaborating across Vendor lines of business, and responds to issues and requirements from the implementation manager and program manager.

(19) " Commercially Available Software " shall mean software provided or licensed to the public under standard terms and conditions, early release or beta test versions of such software and any correction code applied to such software in order to resume the proper operation of such software.

(20) " Commercially Reasonable Efforts " shall mean: (i) with respect to Vendor, taking such steps and performing in such a manner as a well managed IT business would undertake where such IT business was acting in a determined, prudent and reasonable manner to achieve a particular desired result for its own benefit; and (ii) with respect to Phoenix, taking such steps and performing in such a manner as a well managed business would undertake where such business was acting in a determined, prudent and reasonable manner to achieve a particular desired result for its own benefit.

(21) " Confidential Information " shall have the meaning provided in Section 15.3(a).

(22) " Contract Month " shall mean any calendar month within a Contract Year.

(23) " Contract Year " shall mean any twelve (12) month period commencing on the Effective Date or any anniversary thereof. Notwithstanding the foregoing, as of the Amended and Restated Effective Date, "Contract Year" shall mean any twelve (12) month period commencing on the Amended and Restated Effective Date or any anniversary thereof.

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(24) " Contractual Change Control " shall have the meaning provided in Section 10.5(b).

(25) " Control " and its derivatives mean with regard to any entity the legal, beneficial or equitable ownership, directly or indirectly, of: (i) fifty percent (50%) or more of the capital stock (or other ownership interest, if not a stock corporation) of such entity ordinarily having voting rights; or (ii)(A) twenty percent (20%) or more of the capital stock (or other ownership interest, if not a stock corporation) and (B) either (1) a greater percentage than any other juridical person or (2) management control by agreement.

(26) " Critical Service Levels " shall have the meaning provided in Section 9.3.

(27) " Data Hard IMAC " shall mean an installation, move, add or change to the data network connection for a printer, desktop, laptop, or similar network-attached End User component that is performed on-site, including all related software installation and configuration activities necessary to complete such installation, move, add or change. Examples of a Data Hard IMAC include installing and labeling an interconnect cable between a patch panel and a switch port in a wiring closet, installing a cross-connect via punch-down in a wiring closet, terminating a structured cabling run on a data jack, and terminating a structured cabling run on a patch panel or 66 block. An order for more than 20 Data Hard IMACs shall be treated as a Project.

(28) " Data Soft IMAC " shall mean an installation, move, add or change to the data network connection for a printer, desktop, laptop, or similar network-attached End User component that is performed remotely. A Data Soft IMAC does not include remote installation and configuration activities required to complete a Data Hard IMAC. An example of a Data Soft IMAC includes identifying and configuring/enabling a switch port for a printer, desktop, laptop, or similar network-attached End User component. An order for more than 40 Data Soft IMACs shall be treated as a Project.

(29) " Database Management Software " shall mean computer programs designed to create and administer a database, and store, modify and extract structured data from that database on behalf of numerous users. For the purposes of this Agreement, the Parties respective roles and responsibilities with respect to Database Management Software shall be as reflected in Section 5.2 of Schedule A (Statement of Work). For all other purposes, Database Management Software will be considered to be Applications Software.

(30) " Deliverables " means those items which are tangible and which are expressly reflected in a Work Order to be developed and/or produced and delivered by Vendor to Phoenix under such Work Order. Ownership of Deliverables is specified in Section 7.5(a)(iii).

(31) " Deposit Materials " shall have the meaning provided in Section 7.2(c).

(32) " Desktop Hard IMAC " shall mean an installation, move, add or change to a network-attached printer or desktop/laptop (including the system unit, monitor,

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keyboard, mouse, modem, docking station (for laptops), and directly attached devices (including printers)) that is performed on-site, including all related software installation and configuration activities necessary to complete such installation, move, add or change. Desktop Hard IMACs shall include connecting the device to the data jack. Examples of a Desktop Hard IMAC include the configuration and implementation of a new PC or related peripheral component, the relocation of a desktop, laptop, or related peripheral equipment, and relocation of a network-attached printer. An order for more than 10 Desktop Hard IMACs shall be treated as a Project.

(33) " Desktop Soft IMAC " shall mean an installation, move, add or change to a network-attached printer or desktop/laptop (including the system unit, monitor, keyboard, mouse, modem, docking station (for laptops), and directly attached devices (including printers)), that is performed remotely. A Desktop Soft IMAC does not include remote software installation and configuration activities required to complete a Desktop Hard IMAC. Examples of a Desktop Soft IMAC include the creation of a print queue on a server, creation or deletion of a print queue on a desktop or laptop, movement of files to new local file/print server, and the verification/modification of proper user and group access to all data drives and printers. An order for more than 20 Desktop Soft IMACs shall be treated as a Project.

(34) " Dispute Date " shall have the meaning provided in Section 20.1(a)(i).

(35) " DM " shall have the meaning provided in Section 20.1(b).

(36) " Effective Date " shall mean July 29, 2004.

(37) " Equipment " shall mean the computer and telecommunications equipment (without regard to which entity owns or leases such equipment) used or managed by Vendor to provide the Services. Equipment includes the following: (i) computer equipment, including associated attachments, features, accessories, peripheral devices, front end devices, and other computer equipment, and (ii) telecommunications equipment, including private branch exchanges, multiplexors, modems, CSUs/DSUs, hubs, bridges, routers, switches and other telecommunications equipment. Within thirty (30) days of the Amended and Restated Effective Date, Vendor shall provide to Phoenix a detailed inventory of Equipment, which inventory shall be updated by Vendor within thirty (30) days following the beginning of each Contract Year.

(38) " Equipment Capital Costs " shall have the meaning provided in Section 6.3(a).

(39) " Equipment Operational Support Costs " shall have the meaning provided in Section 6.3(a).

(40) " End Users " shall have the meaning provided in Section 3.11(a).

(41) " Existing Equipment " shall mean, collectively, the Existing Owned Equipment and the Existing Leased Equipment.

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(42) " Existing Leased Equipment " shall mean Equipment leased by Phoenix or its Affiliates that exists on the Effective Date and was being used by Phoenix or its Affiliates immediately prior to the Effective Date in performing functions that are part of the Services. As of the Amended and Restated Effective Date, there is no Existing Leased Equipment that is leased by Phoenix (Vendor having previously assumed such leases), but some of the Equipment that was Existing Leased Equipment is being used by Vendor to perform functions that are part of the Services, as such Equipment has been removed, modified and/or replaced as further reflected in Vendor’s detailed inventory of Equipment described in Section 2.1.

(43) " Existing Owned Equipment " shall mean Equipment owned by Phoenix or its Affiliates that exists on the Effective Date and was being utilized by Phoenix or its Affiliates immediately prior to the Effective Date in performing functions that are part of the Services, as such Equipment has been removed, modified and/or replaced as further reflected in Vendor’s detailed inventory of Equipment described in Section 2.1(37).

(44) " Existing Third Party Systems Software " shall mean Third Party Systems Software that exists on the Amended and Restated Effective Date. Existing Third Party Systems Software includes all Existing Third Party Systems Software listed in Schedule F (Systems Software and Third Party Service Contracts), and any additional Existing Third Party Systems Software. At the beginning of each Contract Year, Vendor shall provide to Phoenix an up-to-date version of Schedule F.

(45) " Extraordinary Event " shall have the meaning provided in Section 13.5(a).

(46) " Force Majeure Event " shall have the meaning provided in Section 19.5(a).

(47) " Hard IMAC " shall mean, as the context requires, either a Desktop Hard IMAC, Data Hard IMAC, or Voice Hard IMAC.

(48) " Healthcare Laws " means Applicable Laws regarding the provision of healthcare services, including HIPAA Regulations, Applicable Laws enacted under the Social Security Act and respecting the Health Care Financing Administration (including to those respecting Medicare), and all Applicable Laws governing medical confidentiality, including disclosure of AIDS or human immunodeficiency virus-related information.

(49) " Help Desk " shall have the meaning set forth in Section 2.1 of Schedule A (Statement of Work).

(50) " HIPAA Regulations " shall have the meaning given in Section 22.8(b).

(51) " Including " and its derivatives (such as "include" and "includes") means "including, without limitation." This term is as defined, whether or not capitalized in this Agreement.

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(52) " IMAC " shall mean, as the context requires, either a Hard IMAC or a Soft IMAC. Notwithstanding anything to the contrary set forth herein, an IMAC shall not include: (1) any installation, move, add or change performed pursuant to Problem management activities; (2) any related infrastructure activities required to perform an IMAC, such as any modifications to capacity and any installations, moves, adds or changes relating to infrastructure equipment (including servers, PBXs, mainframes, routers, and switches); (3) any installation, move, add or change performed for Vendor personnel (including subcontractors) and not requested by Phoenix; or (4) Vendor’s refresh obligations set forth in Schedule E (Equipment Refresh).

(53) " Initial Transition " shall have the meaning provided in Section 3.8.

(54) " Initial Transition Fee " shall have the meaning provided in Section 6.6(a) of Schedule C (Charges).

(55) " Initial Transition Plan " shall have the meaning provided in Section 3.8.

(56) " Insurance Regulations " means Applicable Laws regarding Phoenix’s insurance operations.

(57) " Intellectual Property Rights " shall have the meaning provided in Section 7.4(a)(ii).

(58) " Interim Period " shall have the meaning provided in Section 6.10.

(59) " Interim Agreement " shall mean that certain letter agreement entered into between Phoenix and Vendor and dated as of June 1, 2004.

(60) " IT Laws " means Applicable Laws, other than Healthcare Laws, applicable to the provision of data processing and information technology services.

(61) " Key Vendor Positions " shall have the meaning provided in Section 5.1(a).

(62) " Key Transitioned Employees " shall have the meaning provided in Section 5.2(b).

(63) " Local Area Networks " or "LANs" shall mean the equipment, software, telecommunications facilities, lines, wireless technology, interconnect devices (e.g., bridges, routers, hubs, switches, gateways), wiring, cabling, and fiber that are used to create, connect, and transmit data, voice, and video signals within and among Phoenix’s network segments ( e.g. , Ethernet, token ring). LANs commence with the interface to a Network interconnect device ( e.g. , router) and end with and include the LAN interface points ( e.g. , network interface cards ("NICs")) that are in LAN-connected equipment ( e.g. , desktop equipment, servers).

(64) " Location(s) " shall mean the site(s) listed in Schedule V (Locations), as such Schedule may be updated by Phoenix from time to time, subject to the various change control provisions in Section 10.5. Locations include Campus Locations and Non-Campus Locations (as designated on Schedule V (Locations)).

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(65) " Losses " shall mean all losses, fines, punitive awards, monetary sanctions, restitution, liabilities, damages and claims, payable to unaffiliated third parties and/or governmental or regulatory agencies, and all related third-party costs and expenses including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

(66) " Monthly Performance Report " shall have the meaning provided in Section 10.2(b).

(67) " New Services " shall have the meaning provided in Section 13.6.

(68) " Network " shall mean the equipment, software, telecommunications facilities, lines, interconnect devices, wiring, cabling and fiber that are used to create, connect and transmit data, voice and video signals between and within: (i) Phoenix’s LANs; (ii) Locations, and non-Phoenix locations that do business with Phoenix and for which Vendor is responsible for providing connectivity. For the purposes of this Agreement, the Parties agree and acknowledge that Vendor’s scope of Services relating to the Network shall be set forth in Schedule A (Statement of Work).

(69) " Non-Software Materials " shall have the meaning provided in Section 7.4(b).

(70) " Notice of Election " shall have the meaning provided in Section 18.4(a).

(71) " Out-of-Pocket Expenses " shall mean reasonable, demonstrable and actual out-of-pocket expenses incurred by Vendor for labor, equipment, materials, supplies or services provided to or for Phoenix or its Affiliates as identified in this Agreement or otherwise incurred in connection with performing the Services, but not including Vendor’s overhead costs (or allocations thereof), administrative expenses or other mark-ups. Where relevant in determining Vendor’s costs, Vendor’s incremental costs shall be used and all charges shall be net of any discounts, and allowances received by Vendor. The time and materials rates set forth in Exhibit C-5 to Schedule C (Charges) shall be used to calculate the portion of Vendor’s Out-of-Pocket Expenses attributable to labor performed by Vendor Personnel.

(72) " Party " shall mean either Phoenix or Vendor and " Parties " shall mean both Phoenix and Vendor.

(73) " Pass-Through Expenses " shall have the meaning provided in Section 13.2(a).

(74) " Personally Identifiable Information " shall mean any personally identifiable information or any nonpublic personal information, as those terms are defined under any Applicable Law, or any similar information whether or not defined under any Applicable Law.

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(75) " Phoenix " shall have the meaning provided in the preamble to this Agreement, subject to Section 2.2(a).

(76) " Phoenix Competitor " shall mean those entities engaged in the insurance or asset management business as competitors of Phoenix as listed on Schedule P (Phoenix Competitors) as such Schedule may be updated by Phoenix from time to time in its good faith reasonable discretion.

(77) " Phoenix Confidential Information " shall have the meaning provided in Section 15.3(a).

(78) " Phoenix Contract Executive " shall have the meaning provided in Section 12.1(a).

(79) " Phoenix Contractor Agreements " shall have the meaning provided in Section 5.2(c).

(80) " Phoenix Contractor Personnel " shall have the meaning provided in Section 5.2(c).

(81) " Phoenix Data " shall mean any and all data and information of Phoenix, End Users, Phoenix customers or of an entity within the Control of Phoenix in any form, whether or not Confidential Information, which is made available directly or indirectly to Vendor in connection with the performance of the Services, or obtained, collected, copied, developed, produced, processed, transferred or otherwise used by or on behalf of Vendor in connection with the Services, including Personally Identifiable Information, customer and employee data, Phoenix trade secrets or Phoenix corporate proprietary information of any kind whatsoever. For the purposes of this definition, the portion of Phoenix Data that is operational data shall be Phoenix Data but Vendor shall have access to and use of such operational data for its operational database.

(82) " Phoenix Indemnitees " shall have the meaning provided in Section 18.1.

(83) " Phoenix Office Space " shall have the meaning provided in Section 8.1(a).

(84) " Phoenix Risk Control Requirements " shall have the meaning provided in Section 15.4(a).

(85) " Phoenix Software " shall mean Software owned by Phoenix or its Affiliates.

(86) " Privacy Laws " shall mean (a) all international privacy, security and data protection laws, rules and regulations, including all Applicable Laws set forth in Section 22.8, as well as applicable security breach and identity theft notification laws of any applicable jurisdiction (including the U.S., India, and the European Union), and all then-current industry standards, guidelines and practices with respect to privacy, security and data protection including the collection, processing, storage, protection, use and disclosure of Phoenix Data, forensic imaging and, electronic server and system data extraction; and (b) Phoenix’s policies and procedures applicable to any of the foregoing which are provided to Vendor in written form from time to time.

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(87) " Privacy Rule " shall have the meaning provided in Section 22.8(b).

(88) " Problem " or " Incident " means any unplanned event that adversely affects Equipment, Software, or data or services used, provided or made available by Vendor in connection with the Services.

(89) " Procedures Manual " shall mean the standards and procedures manual described in Section10.4(a).

(90) " Project " shall have the meaning provided in Section 7.1 of Schedule C (Charges).

(91) " Project Plan " shall have the meaning provided in Section 7.2 of Schedule C (Charges).

(92) " Required Consents " shall mean such consents as may be required or desirable for the assignment to Vendor, or the grant to Vendor of rights of use, of resources otherwise provided for in this Agreement.

(93) " Resource Volume Baseline " shall have the meaning given in Section 3.1(a) of Schedule C (Charges).

(94) " Retained Phoenix Equipment " shall mean the Existing Equipment other than the Acquired Equipment.

(95) " Schedule " shall mean any of the schedules attached to this Agreement as the same may be amended by the Parties from time to time in accordance with Section 23.17.

(96) " Security Plan " shall have the meaning provided in Section 15.2(b).

(97) " Services " shall have the meaning provided in Section 3.1.

(98) " Service Levels " shall have the meaning provided in Section 9.1.

(99) " Service Level Credits " shall have the meaning provided in Section 9.3.

(100) " Service Tower " shall have the meaning provided in the preamble of Schedule A (Statement of Work).

(101) " Service Tower Commencement Date " shall mean the date on which EDS is scheduled to commence the provision of Services with respect to an applicable Service Tower (set forth in the Initial Transition Plan), or such other date(s) as mutually agreed by the parties. The Service Tower Commencement Date may be different for each Service Tower. Notwithstanding the foregoing, as to all Work Order Services which are added after the Amended and Restated Effective Date, such Services shall commence as of the respective Work Order Commencement Date.

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(102) " Soft IMAC " shall mean, as the context requires, either a Desktop Soft IMAC, Data Soft IMAC, or Voice Soft IMAC.

(103) " Software " shall (unless a more specific reference is provided) mean Applications Software and Systems Software.

(104) " Software Capital Costs " shall have the meaning provided in Section 6.5(a).

(105) " Software Operational Support Costs " shall have the meaning provided in Section 6.5(a).

(106) " Steering Committee " shall have the meaning provided in Section 10.1.

(107) " Straddle Agreements " shall mean Third Party Service Contracts, leases of Equipment, and licenses for Third Party Software existing on the Effective Date, including enterprise agreements, which relate both to the Services and to assets and activities retained by Phoenix and its Affiliates that do not form a part of the Services.

(108) " Systems Software " shall mean those programs and programming (including the supporting documentation, media, on-line help facilities and tutorials), if any, that perform (i) tasks basic to the functioning of the Equipment and which are required to operate the Applications Software; or (ii) tasks, other than as performed by Applications Software, otherwise supporting the provision of the Services by Vendor. Programs and programming supporting the Services that are not Applications Software shall be deemed to be Systems Software. As of the Amended and Restated Effective Date, Systems Software includes the software listed in Schedule F (Systems Software and Third Party Service Contracts ) and any other mainframe and midrange operating systems, server operating systems, network operating systems, systems utilities (including measuring and monitoring tools), data security software, middleware, development tools (other than development tools specific to a particular item of Applications Software which is provided by the licensor of such Applications Software) and telecommunications monitors. Unless otherwise agreed to by the Parties, the list of Systems Software shall be updated by Vendor within thirty (30) days following the beginning of each Contract Year.

(109) " Technical Change Control Procedure " shall have the meaning provided in Section 10.5(a)(iii).

(110) " Technology Plan " shall have the meaning provided in Section 10.7(a).

(111) " Term " shall have the meaning specified in Section 4.1.

(112) " Termination/Expiration Assistance " shall have the meaning provided in Section 21.10(a).

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(113) " Third Party Service Contracts " shall mean those agreements pursuant to which a third party was, immediately prior to the Amended and Restated Effective Date or Work Order Effective Date, as applicable, furnishing or providing services to Phoenix or its Affiliates similar to the Services, including Phoenix contracts for the services of non-employee personnel to provide services similar to the Service prior to the Effective Date. As of the Amended and Restated Effective Date, Third Party Service Contracts include all Third Party Service Contracts identified in Schedule F (Systems Software and Third Party Service Contracts), and any additional Third Party Service Contracts. Notwithstanding the foregoing, Third Party Service Contracts do not include licenses, leases and other agreements under the Software and Proprietary Rights section of this Agreement. Unless otherwise agreed to by the Parties, the list of Third Party Service Contracts shall be updated by Vendor within thirty (30) days following the beginning of each Contract Year.

(114) " Third Party Applications Software " shall mean Third Party Software that is Applications Software.

(115) " Third Party Software " shall mean Software that is not Vendor Software or Phoenix Software.

(116) " Third Party Systems Software " shall mean Third Party Software that is Systems Software.

(117) " Transition " shall mean, as the context requires, the Initial Transition or the applicable Additional Transition.

(118) " Transition Plan " shall mean, as the context requires, the Initial Transition Plan or the applicable Additional Transition Plan.

(119) " Transitioned Employees " shall have the meaning provided in Section 5.2(a).

(120) " Use " shall mean to use, copy, maintain, modify, enhance, or create derivative works.

(121) " Vendor " shall have the meaning provided in the preamble to this Agreement, subject to Section 2.2(b).

(122) " Vendor Applications Software Operational Support Services " shall consist of the following activities with respect to Applications Software: As directed by Phoenix, (i) installing all such Software, including updates, upgrades, patches, etc., as provided to Vendor by Phoenix and (ii) ensuring that such Software operates within the IT environment managed by Phoenix in connection with the provision of the Services.

(123) " Vendor Business Processes " shall have the meaning provided in 7.4(b).

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(124) " Vendor Account Executive " shall have the meaning provided in Section 5.1(b).

(125) " Vendor Competitor(s) " shall mean those entities engaged in the information technology services business as competitors of Vendor, with such entities being listed below. Such listing may be updated by Vendor from time to time in its good faith reasonable discretion. As of the Effective Date, Vendor Competitors are: International Business Machines Corporation, Accenture, Ltd., Computer Sciences Corporation, Affiliated Computer Services, Inc., Cap Gemini Ernst & Young, Perot Systems Corp., CGI Group, Inc. and Siemens AG.

(126) " Vendor Indemnitees " shall have the meaning provided in Section 18.2.

(127) " Vendor Personnel " shall mean employees of Vendor and its subcontractors assigned to perform the Services pursuant to this Agreement.

(128) " Vendor Software " shall mean the Software that is owned or exclusively distributed by Vendor or its Affiliates and that is used in provision of the Services.

(129) " Virus " shall mean (i) program code, programming instruction or set of instructions intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer programs, data files or operations, whether or not technically known as a "virus" (e.g., worms, Trojan horses, trap doors, etc.); or (ii) other code typically designated as a virus.

(130) " Voice Hard IMAC " shall mean an installation, move, add or change to a telephone, a telephone’s associated station wiring, fax machine, or a voice cross-connect that is performed on-site, including all related software installation and configuration activities necessary to complete such installation, move, add or change. Voice Hard IMACs shall include connecting the device to the voice jack. Examples of a Voice Hard IMAC include installing or moving a telephone or turret phone, installing a cross-connect via punch-down in a wiring closet, and installing a cross-connect from a PBX to a LEC point of entry or station site. An order for more than 10 Voice Hard IMACs shall be treated as a Project.

(131) " Voice Soft IMAC " shall mean an installation, move, add or change to a component of the voice network that is performed remotely. A Voice Soft IMAC does not include remote software installation and configuration activities required to complete a Voice Hard IMAC. Examples of a Voice Soft IMAC include setting up a call pick-up group, configuring a new voice mailbox for one End User, assigning and activating a new telephone extension for one End User, adding feature capabilities to a single telephone, and adding, modifying, or removing PBX system features. An order for more than 30 Voice Soft IMACs shall be treated as a Project.

(132) " Voice Premise Network " means the equipment, software, transmission facilities, interconnect devices and wiring that are used to create, connect, and transmit voice communications between the public switched telephone network and telephone handsets at each Phoenix network location. For the purposes of this Agreement, the Parties agree and acknowledge that Vendor’s scope of Services relating to the Voice Premise Network shall be set forth in Schedule A (Statement of Work).

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(133) " Wide Area Network " or " WAN " means the equipment, software, transmission facilities, interconnect devices, cabling and wireless technology that are used to create, connect and transmit data, voice and video signals between and among Phoenix POPs. For the purposes of this Agreement, the Parties agree and acknowledge that Vendor’s scope of Services relating to the WAN shall be set forth in Schedule A (Statement of Work).

(134) " Work Order " means a work order executed by the Parties pursuant to which Phoenix or its Affiliates has ordered and Vendor shall provide Work Order Services.

(135) " Work Order Charges " shall have the meaning provided in Section 2.1(r) of Schedule C (Charges).

(136) " Work Order Commencement Date " means the date on which EDS is scheduled to commence the provision of Work Order Services (set forth in the applicable Transition Plan) or such other date(s) as mutually agreed by the parties.

(137) " Work Order Effective Date " means the effective date of an executed Work Order.

(138) " Work Order Services " means general consulting services and those services under the Application Development and Maintenance Service Tower.

2.2 Inclusion of Affiliates in Definition of Phoenix and Vendor.

(a) References to "Phoenix" in this Agreement include Affiliates of Phoenix in accordance with the following: (i) a reference includes Affiliates of Phoenix where expressly so provided; (ii) except as expressly provided references to Phoenix in the following definitions include Affiliates of Phoenix: Phoenix Data, Phoenix Software, Existing Equipment, Existing Third Party Systems Software, Straddle Agreements and Third Party Service Contracts; (iii) references to sale, assignment, grant or the like by Phoenix means Phoenix shall perform the act for itself or cause Affiliates of Phoenix to perform the act for themselves; references to assets being in the name of Phoenix include Affiliates of Phoenix; and (iv) references to the business, operations, policies, procedures and the like of Phoenix include Affiliates of Phoenix to the extent such Affiliates are receiving the Services. Subject to the foregoing, references to Phoenix shall include Affiliates of Phoenix as Phoenix reasonably designates.

(b) References to "Vendor" in this Agreement include Affiliates of Vendor in accordance with the following: (i) a reference includes Affiliates of Vendor where expressly so provided; and (ii) where Services are to be provided through an Affiliate of Vendor, references to Vendor include such Affiliate.

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2.3 Other Defined Terms.

Other terms used in this Agreement are defined where they are used and have the meanings there indicated. Those terms, acronyms, and phrases utilized in the IT services industry or other pertinent business context which are not otherwise defined herein shall be interpreted in accordance with their then-generally understood meaning in such industry or business context.

3. SERVICES

3.1 General.

(a) Subject to Section 3.1(b), beginning on the Effective Date (if required pursuant to the Initial Transition Plan) and thereafter on each applicable Service Tower Commencement Date, Vendor shall provide the following services, functions and responsibilities, as they may evolve during the Term and as they may be supplemented, enhanced, modified or replaced (" Services "):

(i) The services, functions and responsibilities described in this Agreement and its Schedules; and

(ii) The information technology services, functions and responsibilities that are reasonably related to the services, functions and responsibilities described in the Agreement, to the extent performed on a consistent or routine basis during the twelve (12) months preceding the Effective Date by Affected Employees and Phoenix Contractor Personnel who are (i) transitioned to Vendor, or (ii) displaced or whose functions were displaced as a result of this Agreement, even if the service, function or responsibility so performed is not specifically described in this Agreement. The applicability of this Section 3.1(a)(ii) shall not override the Resource Units volumes and associated Charges in Exhibit C-2 to Schedule C (Charges).

(iii) The Parties acknowledge that, pursuant to the Interim Agreement, Vendor has provided some of the Services prior to the Effective Date. The Interim Agreement is terminated as of the Effective Date and the provision of any Services provided under such Interim Agreement shall be governed by the terms and conditions of this Agreement. Charges for services rendered to Phoenix under the Interim Agreement shall be credited as an offset to the Initial Transition Fee, as set forth in Section 6.6 of Schedule C (Charges).

(b) The Parties intend to enter into separate Work Orders for Work Order Services. Each Work Order shall be attached to this Agreement as Work Order No. 1, Work Order No. 2, et seq., and shall be deemed to be incorporated by reference into this Agreement. Each Work Order shall describe, at a minimum, the applicable Work Order Effective Date, Work Order Commencement Date, Work Order Services, Work Order Charges, the general physical location (city and country) as reflected in Exhibit A-2 from which the Work Order Services will be provided for each Work Order, the initial Additional Transition Plan (which will reflect, if applicable, the personnel to be transitioned) for such Work Order Services, and any additional terms applicable to such

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Work Order or required by this Agreement to be included such Work Order. Each Work Order shall become effective only upon its execution by a duly authorized representative of each Party. Beginning on the Work Order Effective Date (if required pursuant to the applicable Transition Plan) and thereafter on the Work Order Commencement Date, Vendor shall provide the applicable Work Order Services. For avoidance of doubt, "Services" shall include all Work Order Services as of the respective Work Order Commencement Dates.

3.2 Implied Services.

If any services, functions, or responsibilities are required for the proper performance and provision of the Services, regardless of whether they are specifically described in this Agreement, they shall be deemed to be implied by and included within the scope of the Services to be provided by Vendor to the same extent and in the same manner as if specifically described in this Agreement. Notwithstanding the foregoing, services, functions, or responsibilities that are specifically excluded from the scope of Services under this Agreement (such as responsibilities retained by Phoenix) shall not be deemed to be within the scope of the Services.

3.3 Services Evolution.

Vendor shall cause the Services to evolve and to be modified, enhanced, supplemented and replaced as necessary for the Services to keep pace with technological advances and advances in the methods of delivering services, where such advances are at the time pertinent in general use within the IT services industry or among Phoenix’s competitors, including as practices evolve to comply with new or modified Applicable Laws. Such evolution shall, at a minimum, be made so as to conform with the requirements for continuous improvement of Service Levels as set forth in Schedule B (Service Levels). As an example, Services evolution shall include the addition of functionality by Vendor as is made possible with new Equipment and Software utilized by Vendor during the Term. Adjustments in Services in accordance with this Section shall be deemed to be included within the scope of the Services to the same extent and in the same manner as if expressly described in this Agreement. Notwithstanding anything to the contrary in this Section 3.3, the foregoing statement is not intended to enlarge Vendor’s obligations where evolutions in technology are specified in this Agreement ( e.g. , Equipment refresh, standards, configurations and Service Levels). For further clarification, the Parties acknowledge that, from time to time, Vendor may make modifications to its shared services centers for the benefit of a number of customers including Phoenix as a part of Vendor’s normal course of business, including modifications that are necessary to comply with new or modified Applicable Laws. As such modifications are made by Vendor, although Phoenix would enjoy the benefit of the specific modifications at no additional charge, there may be some planning and testing that needs to occur for the Phoenix information technology environment which may result in some additional internal costs to Phoenix. Vendor will give Phoenix thirty (30) days advance written notice if Vendor intends to make such modifications and shall advise Phoenix in such notice what internal planning and testing it believes Phoenix will have to perform in connection with EDS’s implementation of such modifications. If Phoenix believes that the internal costs to

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Phoenix are unreasonably large under the circumstances, the Parties will discuss the proposed modification prior to its implementation to determine how and when the modification should be made. Any such proposed modification shall be subject to the Technical Change Control Procedure.

3.4 Services Variable in Scope and Volume.

The Services are variable in scope and volume. Such variations shall be provided for in the pricing mechanisms set forth in this Agreement. Vendor shall not be entitled to receive an adjustment to the Charges except as set forth this Agreement.

3.5 Post–Effective Date Adjustments.

The Parties acknowledge that they have used reasonable efforts to develop complete lists of all Existing Third Party Systems Software and Third Party Service Contracts. However, the Parties acknowledge that certain items which would constitute Existing Third Party Systems Software or Third Party Service Contracts may have been inadvertently omitted from those Schedules, or that the Parties may not have discovered Straddle Agreements that Vendor requires to provide the Services. Accordingly, the Parties agree that to the extent any obligations of this Agreement apply to any such omitted Existing Third Party Systems Software, Straddle Agreements, and Third Party Service Contracts, such obligations shall still apply as if the Existing Third Party Systems Software, Straddle Agreements, and Third Party Service Contracts were fully identified in the applicable Schedule, and the Parties shall amend the relevant Schedule as appropriate. With respect to any such omitted items that were not known (nor with the exercise of reasonable diligence should have been known) to Vendor personnel prior to the Effective Date, if Vendor notifies Phoenix within one hundred-twenty (120) days from the Effective Date (time being of the essence) providing sufficient detail, to the extent (but only to the extent) the aggregate total annual expense to be assumed by Vendor (without any imputed cost of capital and with one-time expenses being treated as amortized over a four (4) year period beginning from the Effective Date) (i) in Contract Year 1, 2 or 3 is greater than one hundred thousand dollars ($100,000) in any such Contract Year and (ii) in Contract Years 4, 5, 6 and 7 is greater than fifty thousand dollars ($50,000) in any such Contract Year, then, at Phoenix’s option, either (A) the Base Charges shall be increased to cover such excess amount or (B) Phoenix may treat the excess amount of such expenses as Phoenix retained responsibility expenses.

3.6 Services Performed by Phoenix or Third Parties.

(a) Subject to Sections 13.5 and 21.3, Phoenix retains the right to perform itself, or retain third parties to perform, any of the Services; provided however that for each of the first two Contract Years following the Effective Date, Phoenix will not withdraw Services under this Section that results in a reduction of revenues that exceed 5% of the total projected annual Base Charges for each such Contract Year. Phoenix shall provide Vendor with at least ninety (90) days notice prior to withdrawing any substantial portion of the Services from the scope of Services under this Agreement.

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(b) In the case of Phoenix’s withdrawal of Services under this Section 3.6, the Charges for the remaining Services shall be as reflected in Exhibit C-2 to Schedule C (Charges) or if not addressed in Exhibit C-2 to Schedule C (Charges), the Charges shall be equitably adjusted to reflect those Services that are no longer required. If, within thirty (30) days following Phoenix’s notice, the Parties have not agreed on the charges for the remaining Services, then the pricing will be determined (i) initially as provided under Section 20.1(a) and, if not resolved thereunder after ten (10) Business Days, (ii) by binding arbitration conducted pursuant to Section 20.3.

(c) To the extent Phoenix performs any of the Services itself, or retains third parties to do so, Vendor shall cooperate with Phoenix or such third parties at no additional charge. Such cooperation shall include:

(i) subject to Vendor’s standard security and confidentiality policies applicable to Vendor’s facilities, making any facilities being used by Vendor to provide the Services available (as necessary or desirable for Phoenix or a third party to perform its work);

(ii) making the Equipment and Software available;

(iii) assisting Phoenix in obtaining any required third party consents; and

(iv) providing such information regarding the operating environment, system constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for Phoenix or a third party to perform its work, provided, however, that if any of such information is to be disclosed to such a third party, such third party must first execute a reasonable confidentiality agreement with Vendor prior to receiving such information.

3.7 Overview of Services.

As part of the Services, Vendor shall provide data center Mainframe, Midrange, Web hosting, and disaster recovery, desktop computer/LAN/Server support, data and voice network, problem management and help desk services, print, and the other services, functions and responsibilities, each as described in Schedule A (Statement of Work).

3.8 Transition.

Vendor will perform all functions and services necessary to accomplish the transition of Phoenix’s IT operations (the " Initial Transition ") in accordance with the initial, high level, transition plan (the " Initial Transition Plan ") attached as Schedule L (Initial Transition Plan). Within thirty (30) days of the Effective Date, the parties shall mutually agree on a more detailed plan, which, upon such mutual agreement, shall supercede and replace Schedule L (Initial Transition Plan). For any New Services to be added and performed under this Agreement or for any Services to be provided under a Work Order, EDS will prepare an initial, high level transition plan (each, an

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" Additional Transition Plan ") which describes those functions and services that each Party will perform to accomplish the transition of such Services (each, an " Additional Transition ") to Vendor. Each such Additional Transition Plan shall be (a) with respect to Services to be provided pursuant to a Work Order, in an attachment to such Work Order; and (b) with respect to New Services, documented in an appropriate amendment to this Agreement. Within thirty (30) days of the effective date of the particular Work Order or amendment, the parties shall mutually agree on a more detailed plan which, upon mutual agreement of the parties, shall supercede and replace the initial Additional Transition Plan. Vendor will perform the Transition without causing a disruption to Phoenix (other than immaterial disruptions). No functionality of the operations being Transitioned shall be disabled until Vendor demonstrates to Phoenix’s satisfaction that it has fully tested and implemented equivalent capabilities for such functionality at its new location. Phoenix may monitor, test and otherwise participate in the Transition.

3.9 Transformation

Vendor shall transform certain portions of the Services (the " Transformation "). The Transformation will be performed in accordance with the initial, high level, transformation plan (the " Transformation Plan ") attached as Schedule W (Transformation Plan), which shall, among other things, indicate which Services are to be subject to the Transformation. Within thirty (30) days of the Amended and Restated Effective Date, the parties shall mutually agree on a more detailed plan, which, upon such mutual agreement, shall supercede and replace Schedule W (Transformation Plan). The Transformation Plan will contain the respective roles and responsibilities of the parties that are necessary in order for the Transformation to occur and the various milestones and estimated dates. The parties will perform the Transformation without causing a disruption to Phoenix or the Services (other than immaterial disruptions). No functionality of the operations subject to the Transformation shall be disabled until Vendor demonstrates to Phoenix’s satisfaction that it has fully tested and implemented equivalent capabilities for such functionality at its new location. Phoenix may monitor, test and otherwise participate in the Transformation

3.10 Phoenix Standards.

As requested by Phoenix from time to time, Vendor shall assist Phoenix in defining Phoenix’s information technology architectures and standards applicable to the Services on an ongoing basis (collectively, the "Phoenix Standards"). Phoenix will retain primary responsibility for determining the Phoenix Standards. The assistance to be provided by Vendor shall include:

(a) active participation with Phoenix representatives on permanent and ad-hoc committees and working groups addressing such issues;

(b) assessments of the then-current Phoenix Standards at a level of detail sufficient to permit Phoenix to make informed business decisions;

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(c) analyses of the appropriate direction for such Phoenix Standards in light of business priorities, business strategies, competitive market forces, and changes in technology;

(d) the provision of information to Phoenix regarding Vendor’s information technology strategies for its own business to the extent not considered proprietary to Vendor’s business;

(e) recommendations regarding then current and available information technology architectures and platforms, software and hardware products, information technology strategies, standards and directions, and other enabling technologies (which may or may not be reflected in the Technology Plans); and

(f) recommend then current and available appropriate information technology services (including platforms comprised of various hardware and software combinations) that support service level requirements, exploit industry trends in production capabilities and provide potential price performance improvement opportunities.

Without limiting the foregoing, Phoenix Standards shall include the then-current Phoenix technical architecture and product standards, as such standards may be modified by Phoenix from time to time.

3.11 End Users of the Services.

(a) Subject to Section 3.11(b) hereof, the Services may be used by Phoenix and, as directed by Phoenix, (i) its Affiliates and those third parties (such as suppliers, service providers and joint venturers) with whom, at any point during the Term, Phoenix or any Affiliate has a commercial relationship; and (ii) those persons and entities that, as determined by Phoenix, access Phoenix’s or any of its Affiliates’ IT infrastructure (for example, these who are registered/authorized users of Phoenix’s website and who are made known to Vendor) at any time during the Term through standard operating procedures (collectively, " End Users "). Vendor acknowledges that such access is on-going as of the Effective Date. Services provided to End Users shall be deemed to be Services provided to Phoenix.

(b) In accordance with Schedule A (Statement of Work), Vendor shall provide the Services to End Users at the Locations. If Phoenix requests that Vendor provide Services to End Users in or from a new location that is not located within 50 miles of a Location, then Vendor shall provide such Services as New Services. Vendor shall charge Phoenix for such New Services at a mutually agreed charge but Vendor will attempt to use the then current pricing scheme (inclusive of ARCs and RRCs) to the extent reasonably possible to assist in determining such charge.

3.12 Projects.

At Phoenix’s request, Vendor shall perform Projects. Charges for such Projects shall be determined in accordance with Section 7.1 of Schedule C (Charges). Projects shall be proposed and implemented in accordance with Section 7.2 of Schedule C (Charges).

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3.13 Relocation of Services.

(a) For those relocations of Services or portions of Services that deal with either the movement of: (i) Equipment, (ii) any client facing portion of the Services, or (iii) the Help Desk Service Tower (even if such move is within a particular city), Vendor shall not initiate such relocations to another location (including from those locations set forth in Exhibit A-2 to Schedule A (Statement of Work)) without Phoenix’s prior written consent, which consent should not be unreasonably withheld. Any request by Vendor for approval of such relocation shall designate (a) the Services and Vendor Personnel involved; (b) the reasons for such relocation; (c) the address (city and country except for Help Desk Service Tower, which must specify the street address) of the proposed new location; (d) the impact of the proposed relocation on the quality and delivery of the Services (both during relocation to the proposed locations(s) and after such relocation is complete); and (e) Vendor’s plan for transitioning the Services to the proposed location (including the dates on which such proposed transition would begin and be completed) (collectively, the " Relocation Information "). For the purposes of this Section 3.13, "client facing" shall mean any portion of the Services in which Vendor Personnel have direct contact and communication on a regular and consistent basis with Phoenix personnel or Phoenix End Users. Any moves other than those described in (i), (ii) or (iii) above may be performed by Vendor with notice to Phoenix (such notice to be given as soon as reasonably practical after Vendor has knowledge of such move), but such moves shall not require Phoenix’s approval. For such moves, Vendor will provide the Relocation Information to Phoenix, although the Parties agree that the provision of the Relocation Information does not have to occur prior to such move by Vendor. In no event will Vendor’s change in location (either with Phoenix approval or by giving notice to Phoenix) result in (A) any increase in the Charges to Phoenix or (B) any decrease or degradation in (x) the provision of the Services, (y) Service Levels, or (z) Vendor’s compliance with its security obligations hereunder or with Vendor Applicable Laws. In addition, in no event will Phoenix be the first Vendor client into a new Vendor site. Vendor shall demonstrate to Phoenix the safeguards established by Vendor at the proposed new location for the physical, organizational, technical and infrastructure safeguards to protect Phoenix Data and Confidential Information, representations regarding availability and competency of Vendor Personnel at such location, disaster recovery and business continuity plans applicable to such location, and that Phoenix’s Intellectual Property Rights will not be jeopardized and can be protected under local laws. If a request for relocation of the Services is approved by Phoenix for (i), (ii) or (iii) above where Phoenix’s approval is required, the Parties shall work together in good faith to agree the additional obligations of each Party arising from applicable local laws in the new location.

(b) If Phoenix approves the relocation of the Services to a new location under this Section 3.13(a) and (b), Vendor shall remain responsible for compliance with all of its obligations under this Agreement with respect to the relocated Services and maintenance of the Service Levels set forth in this Agreement. If initiated by Vendor, any such approved relocation shall be at Vendor’s sole expense, and Phoenix shall not be responsible for any such expenses incurred and in no event shall Phoenix be

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responsible for increases in Charges based upon any such relocation. Vendor shall be responsible for complying with all Vendor Applicable Laws, including United States export laws and import laws of the new location, with respect to its relocation effort and the provision of Services from the site to which such Services are relocated.

(c) In the event Phoenix desires to initiate a relocation of the Services by Vendor, such relocations shall be subject to the change control provisions of Section 10.5.

3.14 Services Impacted by Katz.

Notwithstanding any other provision of this Agreement, including Section 3.3, Vendor shall not be obligated to provide any Services, or enhance the Services in such a way, that, in Vendor’s sole discretion, may give rise to a claim asserted by Ronald A. Katz, Ronald A. Katz Technology Licensing L.P., A2D L.P., or any successors or assigns of such entities for infringement arising out of, under or in connection with the provision of help desk services, call centers, or automated attendant services involving computer telephony integration.

3.15 Delivery and Acceptance.

(a) General . Deliverables provided under a Work Order shall be accepted by Phoenix in accordance with the acceptance testing procedures set forth, as applicable, in the respective Work Orders. If the applicable Work Order does not contain acceptance testing procedures as to any Deliverable provided under a Work Order, then the default procedures set forth in this Section 3.15 shall govern.

(b) Delivery and User Acceptance Testing Period . Upon Vendor’s determination that a Deliverable provided under a Work Order materially conforms to all specifications and requirements set forth in Schedule A (Statement of Work), such Work Order and any other requirements agreed to in writing by the Parties (collectively, the " Specifications "), Vendor shall deliver such Deliverable to Phoenix for acceptance testing. Phoenix shall thereafter have thirty (30) days, or such time as otherwise expressly set forth in the applicable Work Order (the " User Acceptance Testing Period "), to review and test the Deliverable for compliance with the Specifications. Phoenix may perform such additional testing (including without limitation performance and integration testing) as may be set forth in the applicable Work Order in order to determine if the Deliverable materially conforms to the Specifications (the " Additional Tests ") within the time frames set forth therein.

(c) Failure and Correction . Phoenix shall accept the Deliverable at such time as (i) Phoenix, in its reasonable discretion, determines that the Deliverable materially conforms to the applicable Specifications and passes the Additional Tests (if any), and (ii) Phoenix confirms to Vendor its acceptance of such Deliverable in writing. No Deliverable will be deemed accepted by Phoenix unless Phoenix notifies Vendor of such acceptance in writing. Should Phoenix determine that any Deliverable fails to materially conform to all Specifications (a " Failure "), it shall notify Vendor of such Failure within ten (10) Business Days of the expiration of the respective testing period (or such longer time period as may be expressly set forth in the applicable Work Order (the " Notification

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Deadline "), and Vendor shall, at no cost to Phoenix, correct so as to materially conform to the applicable Specifications and redeliver such Deliverable to Phoenix within five (5) Business Days of such notice (or such longer time period as may be expressly set forth in the applicable Work Order) (in either case, the " Correction Period "). If Vendor has not received notice from Phoenix by the Notification Deadline specifying either Phoenix’s acceptance of the Deliverable or Failures related to such Deliverable then (A) such Deliverable shall be assumed to have been rejected by Phoenix; and (B) Vendor shall notify Phoenix that it has not received such written notice from Phoenix. Upon receipt of such notice, Phoenix shall have five (5) Business Days (or such longer time period as may be expressly set forth in the applicable Work Order) to either accept such Deliverable in writing or notify Vendor of a Failure. If Phoenix does not accept the Deliverable or Services or provide notice of a Failure within the time period set forth in the immediately preceding sentence, then the Deliverable will be deemed accepted by Phoenix. If Vendor receives a Failure notice, but is unable to correct and redeliver such Deliverable within the applicable Correction Period so as to materially conform to the applicable Specifications, it shall notify Phoenix of such in writing and include in such notice a good faith estimate of the number of Business Days required for Vendor to correct and redeliver such Deliverable. Vendor shall correct and redeliver such Deliverable within such time period so as to make the Deliverable materially conform to the applicable Specifications. In the event Vendor is unable to correct the Deliverable so as to make it materially conform to the Specifications, in addition to Phoenix’s other remedies under this Agreement, at law or in equity, may terminate the applicable Work Order or part thereof, upon which (i) Phoenix shall return the relevant Deliverable to Vendor; and (ii) Vendor shall promptly provide Phoenix a full refund of the fees and expenses paid by Phoenix for the relevant Deliverable which does not so comply, and for all related Deliverables which Phoenix would not be able to use for their respective intended purposes because of the failed Deliverable.

4. TERM OF AGREEMENT

4.1 Term.

The term (" Term ") of this Agreement shall begin on the Amended and Restated Effective Date and shall expire on the seventh anniversary of the Amended and Restated Effective Date, unless terminated earlier or extended in accordance with this Agreement.

4.2 Extension of Term.

Vendor shall provide Phoenix written notice not less than nine (9) months prior to the then-existing expiration date of this Agreement of such upcoming expiration. No less than six (6) months prior to such upcoming expiration, Phoenix shall have the right to extend the Term of this Agreement for up to one (1) year (but for no less than 6 months) on the terms and conditions then in effect. With regard to such extension period, the Parties may adjust the refresh schedule and any other terms and conditions of this Agreement. Phoenix shall have three (3) such extension options.

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4.3 Work Order Term.

Each Work Order will contain, in addition to the Work Order Commencement Date, the term for such Work Order.

5. PERSONNEL

5.1 Key Vendor Positions.

(a) " Key Vendor Positions " shall be the positions set forth as such in Schedule S (Key Vendor Positions). Vendor shall cause each of the Vendor Personnel filling the Key Vendor Positions to devote substantially full time and effort to the provision of Services to Phoenix. Except with respect to the Vendor Implementation Manager(s) (as that term is defined in the Transition Plan or the Transformation Plan, as applicable), once assigned to a Key Vendor Position, the specific individuals which are noted in Schedule S shall remain on the Phoenix account in such position for at least eighteen (18) consecutive months so long as they remain employed by Vendor. If an employee of an Approved Subcontractor is assigned to a Key Vendor Position, Vendor shall obtain commitments from that Approved Subcontractor to comply with the requirements of this Section 5.1 with respect to such position. Phoenix may from time to time change the positions designated as Key Vendor Positions as long as the total number of such Key Vendor Positions does not increase. The requirements of this Section 5.1(a) shall not apply to an individual filling a position that Phoenix changes from a Key Vendor Position to a non-Key Vendor Position.

(b) Vendor shall designate an individual to serve as " Vendor Account Executive ". The Vendor Account Executive shall:

(i) be one of the Key Vendor Positions;

(ii) serve as the single point of accountability for Vendor for the Services;

(iii) have day-to-day authority for undertaking to ensure customer satisfaction; and

(iv) be located at Phoenix’s corporate headquarters in Hartford, Connecticut or other location reasonably designated by Phoenix from time to time.

(c) Before assigning an individual to a Key Vendor Position, whether as an initial assignment or a subsequent assignment, Vendor shall advise Phoenix of the proposed assignment and introduce the individual to the appropriate Phoenix representatives. Phoenix shall have the right to:

(i) interview and approve any personnel proposed by Vendor to fill a Key Vendor Position; and

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(ii) require Vendor to remove and replace such personnel at any time, in its sole discretion, provided that Phoenix does not request the removal of any personnel for reasons prohibited by law, and provided that reasonable notice (which may be immediate, depending on the circumstances surrounding the removal) is given.

(d) If Phoenix objects in good faith to the proposed Key Vendor Position assignment, the Parties shall attempt to resolve Phoenix’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Phoenix’s concerns within five (5) working days, Vendor shall not assign the individual to that position and shall propose to Phoenix the assignment of another individual of suitable ability and qualifications. Except with Phoenix’s consent, individuals filling Key Vendor Positions may not be transferred or re-assigned to other positions with Vendor or its Affiliates until a suitable replacement has been approved by Phoenix, and no such transfer shall occur at a time or in a manner that would have an adverse impact on delivery of the Services. Vendor shall establish and maintain an up-to-date succession plan for the replacement of individuals serving in Key Vendor Positions that shall be reviewed with Phoenix on a regular basis.

(e) Except with respect to the Vendor Implementation Manager, so long as an individual is assigned to a Key Vendor Position, and for twelve (12) months, thereafter, Vendor shall not assign such individual to perform services for the benefit of any Phoenix Competitor, unless such assignment is approved by Phoenix, in advance and in writing.

5.2 Transitioned Personnel.

(a) Within sixty (60) days of the Effective Date, Vendor shall offer employment to certain Affected Employees as set forth in Exhibit D-1 to Schedule D (Transitioned Personnel). " Transitioned Employees " shall mean those Affected Employees who receive and accept such offers and become employed by Vendor effective as of such Service Tower Commencement Date or such other date as to which the Parties agree. The provisions of Schedule D (Transitioned Personnel) shall apply to offers of employment to Affected Employees and for employment of Transitioned Employees.

(b) Certain of the Transitioned Employees, as identified in Schedule D (Transitioned Personnel), are employees who Phoenix believes are critical to Vendor in providing the Services (" Key Transitioned Employees "). During the twenty-four (24) months following the earliest Transitioned Employee Hiring Date (or such other period designated in Schedule D (Transitioned Personnel) without Phoenix’s prior written approval Vendor may not transfer or re-assign a Key Transitioned Employee from performing the Services for Phoenix so long as they remain employed by Vendor. If, within the period that is twenty-four (24) months from the earliest Transitioned Employee Hiring Date, Vendor either (i) terminates a Key Transitioned Employee without cause, or (ii) reassigns any such Key Transitioned Employee to any account for work other than the Phoenix account, then Vendor shall pay to Phoenix an amount on a per event basis as described in the following two sentences. If either of such events occurs within the first twelve (12) months of the earliest Transitioned Employee Hiring Date,

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such amount will be the then current annual current base salary of such Key Transitioned Employee in his/her employment with Vendor. If either of such events occurs within the period from the thirteenth (13th) month up to, and including, the twenty-fourth (24th) month from the earliest Transitioned Employee Hiring Date, such amount will be equal to one-half of the then current annual current base salary of such Key Transitioned Employee in his/her employment with Vendor. Any such amount(s) will be credited to Phoenix on the next month’s invoice following the occurrence of such event.

(c) Phoenix has contracted for the services of non-employee personnel who immediately prior to the Effective Date were performing services similar to the Services (" Phoenix Contractor Personnel "). With regard to the agreements for Phoenix Contractor Personnel (" Phoenix Contractor Agreements "), such Phoenix Contractor Agreements shall be terminated or, subject to obtaining Required Consents in the manner provided in Section 6.7, assigned to Vendor. The action of termination or assignment for particular Phoenix Contractor Agreements shall be in accordance with a plan prepared by Vendor and approved by Phoenix. Vendor shall be responsible for the costs, charges and fees associated with such actions.

5.3 Qualifications, Retention and Removal of Vendor Personnel.

(a) Vendor shall assign an adequate number of Vendor Personnel to perform the Services. Vendor Personnel shall be properly educated, trained and fully qualified for the Services they are to perform. If any portion of the Services of Vendor Personnel are a separately chargeable resource, Vendor shall not charge Phoenix for the costs of training Vendor Personnel, including the time necessary for such Vendor Personnel to become familiar with Phoenix’s account or business.

(b) Phoenix and Vendor agree that it is in their best interests to keep the turnover rate of Vendor Personnel to a low level. Vendor shall provide Phoenix with a semi-annual turnover report regarding Vendor’s turnover rate for those Vendor personnel who are either on site at Phoenix Locations or are totally dedicated to providing the Services to Phoenix during the applicable period in a form reasonably acceptable to Phoenix, and Vendor shall meet with Phoenix promptly after the provision of each such report to discuss the reasons for, and impact of, such turnover rate. If appropriate, Vendor shall submit to Phoenix its proposals for reducing the turnover rate, and the Parties shall mutually agree on a program to bring the turnover rate down to an acceptable level. In any event, Vendor shall keep the turnover rate to a low level, and notwithstanding transfer or turnover of Vendor Personnel, Vendor remains obligated to perform the Services without degradation and in accordance with this Agreement.

(c) While at Phoenix’s premises (or the premises of others receiving the Services under this Agreement), Vendor Personnel shall (i) comply with all reasonable requests, and all rules and regulations, regarding personal and professional conduct (including the wearing of an identification badge and adhering to regulations and general safety, dress, behavior, and security practices or procedures) generally applicable to such premises; and (ii) otherwise conduct themselves in a businesslike and professional manner.

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(d) If Phoenix determines in good faith that the continued assignment to Phoenix’s account of one or more of Vendor Personnel is not in the best interests of Phoenix, then, upon reasonable notice from Phoenix, Vendor shall replace that person with another person of equal or superior ability and qualifications. Vendor shall ensure that such replacement has received sufficient and necessary information to accomplish a satisfactory knowledge transfer from the Vendor Personnel being replaced and is sufficiently trained so as to assure continuity of the Services without adverse impact. Notwithstanding the foregoing, where Phoenix notifies Vendor that Phoenix has determined that the concern is of such a nature that such Vendor Personnel should be removed immediately (albeit possibly temporarily) from Phoenix’s account, Vendor shall immediately remove such individual(s) from Phoenix’s account. In any event, any request by Phoenix to remove an individual from Phoenix’s account shall not be deemed to constitute a termination of such individual’s employment by Vendor and in no event shall Phoenix be deemed an employer of any such person. Notwithstanding the above or any other provision in this Agreement to the contrary, the rights of Phoenix in this Section 5.3(d) shall be restricted to those Vendor personnel that either (i) are located at a Phoenix facility, or (ii) have direct contact with Phoenix or a End User (including any Phoenix clients).

(e) Where allowed by applicable laws, Vendor shall conduct background checks and drug screening of all Vendor Personnel involved in performing the Services in compliance with Vendor’s standard policies regarding same, prior to assigning such Vendor Personnel to perform Services under this Agreement. Notwithstanding the foregoing, Phoenix reserves the right to have Vendor conduct an additional background check on all Vendor Personnel who are involved in performing the Services in the event Phoenix has a reasonable suspicion or cause to perform such a background check on any such Vendor Personnel, with such additional background check being at Phoenix’s cost and expense. The background checks performed by Vendor shall comply with the Vendor policies reflected in Schedule Q for the particular countries for the Vendor Personnel in the various locations reflected in Exhibit A-2 to Schedule A (Statement of Work).

6. RESPONSIBILITY FOR RESOURCES

6.1 Generally.

Except to the extent specifically provided elsewhere in this Agreement, Vendor shall be responsible for providing all resources (including Equipment, Software, facilities and personnel) necessary or desirable to provide the Services, and all Equipment Capital Costs, Equipment Operational Support Costs, Software Capital Costs, and Software Operational Support Costs (each as defined below in Sections 6.3 and 6.5) relating to those resources, and shall only recover such costs through the corresponding charges specified in this Agreement. Vendor shall permit Phoenix, or any third-party provider of services to Phoenix, to establish and maintain uninterrupted remote access to the Applications Software and any software running on Equipment and used to provide the Services, and, upon request and subject to Vendor’s standard security and confidentiality policies within its sites, on site access to any Vendor facility at which Services are performed; provided, however, that if Phoenix requests that a Vendor Competitor have site access, such Vendor Competitor will be subject to Vendor’s standard security policies.

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6.2 Acquired Equipment.

(a) On the Effective Date, Vendor purchased and Phoenix conveyed to Vendor, any and all of Phoenix’s right, title and interest in and to the Existing Owned Equipment pursuant to the Form