Exelis Inc. Contracts & Agreements

W I TN E S S E T H (Filed With SEC on June 3, 2015)

Amended and Restated Exelis Inc. Annual Incentive Plan For Executive Officers (Filed With SEC on May 6, 2015)

AGREEMENT AND PLANOF MERGER by and among EXELIS INC., HARRIS CORPORATION and HARRIS COMMUNICATIONSOLUTIONS (INDIANA), INC. Dated as of February 5, 2015 TABLE OF CONTENTS (Filed With SEC on February 6, 2015)

FIVE-YEARCOMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 23, 2014 among EXELIS INC., THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A.,... (Filed With SEC on December 23, 2014)

DISTRIBUTION AGREEMENT by and between EXELISINC. and VECTRUS, INC. Dated asof September 25, 2014 TABLE OF CONTENTS (Filed With SEC on September 29, 2014)

EMPLOYEE MATTERS AGREEMENT byand between EXELIS INC. and VECTRUS, INC. dated as of September 25, 2014 TABLE OF CONTENTS (Filed With SEC on September 29, 2014)

TAX MATTERS AGREEMENT (Filed With SEC on September 29, 2014)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (Stock Settled) (Filed With SEC on March 10, 2014)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (Cash Settled) (Filed With SEC on March 10, 2014)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Filed With SEC on March 10, 2014)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED TSR AWARD AGREEMENT (Filed With SEC on March 10, 2014)

EXELIS EXCESS PENSION PLAN IA Effective as of July 1, 1975 As Amended and Restated as of October 31, 2011 EXELIS EXCESS PENSION PLAN IA (Filed With SEC on August 2, 2013)

EXELIS EXCESS PENSION PLAN IB Effective as of January 1, 1996 As Amended and Restated as of October 31, 2011 EXELIS EXCESS PENSION PLAN IB (Filed With SEC on August 2, 2013)

EXELIS EXCESS PENSION PLAN IIA Effective as of January 1, 1988 As Amended and Restated as of October 31, 2011 EXELIS EXCESS PENSION PLAN IIA (Filed With SEC on August 2, 2013)

EXELIS EXCESS PENSION PLAN IIB Effective as of January 1, 2008 As Amended and Restated as of October 31, 2011 EXELIS EXCESS PENSION PLAN IIB (Filed With SEC on August 2, 2013)

SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY (Filed With SEC on July 10, 2012)

EXELIS INC. 4.250% SENIOR NOTES DUE 2016 (Filed With SEC on May 25, 2012)

EXELIS INC. 5.550% SENIOR NOTES DUE 2021 (Filed With SEC on May 25, 2012)

Exelis Inc. Special Senior Executive Severance Pay Plan (Filed With SEC on May 4, 2012)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Stock Settled) (Filed With SEC on March 9, 2012)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Cash-Settled) (Filed With SEC on March 9, 2012)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Filed With SEC on March 9, 2012)

EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN TSR AWARD AGREEMENT (Filed With SEC on March 9, 2012)

EX-101 INSTANCE DOCUMENT (Filed With SEC on November 18, 2011)

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Exelis Inc. Contracts & Agreements