DATED 14th November 2013

THIS AGREEMENT is dated 14^th November 2013      

together the “Parties”.

1    Definitions

In this Agreement:

1.3    Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for

business.

1.4    “Expense Reserve” means funds held by the Trustee to meet any Plan expenses, which may remain in the

Plan and may be the subject of a further transfer to PIC in accordance with clause 7.1.

1.5    “Lump Sum Contribution” means the lump sum contribution to be paid by NCR under clause 8.

1.6    “Policy” means a buy-in policy with PIC, to be purchased on or about 15 November 2015.

1.7    “Revised Schedule of Contributions” means the revised schedule of contributions to be put in place under

clause 8.1.

1.8    “Section 75 Calculation” means the calculation by the Plan Actuary of the assets and liabilities of the Plan in

accordance with Section 75 of the Pensions Act 1995 (as amended from time to time).

1.9    “Section 75 Certificate” means the certificate issued by the Plan Actuary following the Section 75 Calculation.

1.10    “Surplus Funds” means any funds held by PIC following completion of data verification, available to provide

Additional Discretionary Benefits for or in respect of Members. For the avoidance of doubt, Surplus Funds

shall not include any amounts to be paid to PIC to meet any additional payments to PIC required under the

Policy, whether required as a result of legislative change, contractual provision, data cleanse, or otherwise.

2.1    The Parties agree that:

2.1.1    NCR shall give notice, in accordance with Rule 8.3.1 of the Definitive Deed and Rules, that the effective

date for the commencement of winding up the Plan under Rule 8.3.1(a) shall be no later than 30 June

2015.

2.1.2    The timing for the giving of the relevant notice under Rule 8.3.1 shall be determined by NCR in

consultation with the Trustees. Notice under Rule 8.3.1 shall not be given until after the Trustees have

purchased the Policy.

2,2    NCR and the Trustees shall work together to target completion of the buy-out by no later than January 2016.

2.3    For the avoidance of doubt, NCR and the Trustees agree that any reference in this Agreement to any clause

or rule in the Trust Deed and Rules shall be deemed to include the relevant clause or rule contained in any

replacement governing documentation of the Plan from time to time.

3.1    The Trustees undertake to procure that within 5 Business Days following the effective date of the

commencement of the winding up of the Plan in accordance with Rule 8.3.1 of the Trust Deed and Rules the

Plan Actuary will: carry out a Section 75 Calculation by reference to the assets and liabilities secured under

the Policy (being the Accrued Benefits and the Surplus Funds, but not taking account of Additional Discretionary

Benefits) and will issue a Section 75 Certificate. The Trustees currently believe this will result in the Plan

actuary issuing a Section 75 Certificate showing any debt due from NCR Limited to the Plan as nil.

3.2    Following receipt of the Section 75 Certificate, the Trustees will immediately confirm in writing to NCR Limited

(with a copy to NCR) the debt due from NCR Limited to the Plan and if this is nil, will confirm that NCR Limited

is discharged from its obligations under the Plan.

3.3    On receipt of a Section 75 Certificate in accordance with Clause 3.2 showing a nil amount due from NCR

Limited, the Trustees release and discharge NCR from all past, present and future liability to the Trustees

under the Guarantee and also from all actions, claims and demands under or in connection with the Guarantee.

3.4    Before any allocation of the Surplus Funds to provide Additional Discretionary Benefits in accordance with

Clause 5 below, Clauses 3.1 and 3.2 shall have been fully complied with.

Subject to clause 5.1 below, once data verification under the Policy is completed, the Trustees will ensure that all Accrued Benefits are to be secured with PIC (whether at the same time as any Additional Discretionary Benefits in accordance with Clause 5.2 or otherwise). Benefits are to be secured via the Trustees instructing PIC to issue individual annuity policies to or in respect of Plan members.

5.1    The steps set out in this Clause 5.1 are to be completed before any allocation of Surplus Funds in accordance

with the remainder of this Clause 5.

Before any allocation or distribution of Surplus Funds to provide Additional Discretionary Benefits to or in respect of Plan members, the Trustees agree that they will:

5.1.1    provide to NCR confirmation in accordance with Clause 3.2 above;

5.1.2    secure (or ensure that sufficient funds are available to secure all) Accrued Benefits to or in respect of

Plan members in accordance with Clause 4;

5.1.3    meet any additional payments to PIC required under the Policy, whether required as a result of

legislative change, contractual provision, data cleanse, or otherwise; and including, but not limited to

the following payment obligations under the Policy: the payment of the “Deferred Premium” under

clauses 4.1.3/4.3; adjustments under Clause 4.2; adjustments under Clause 5.7; payments from the

Trustees under Clause 12.1; and

5.1.4    meet the expenses of the Plan, including any expenses anticipated in relation to the winding up of the

Plan.

5.2    Subject to Clause 5.1, the Trustees:

5.2.1    will ensure that the Policy includes a pricing mechanism whereby the Trustees may secure Additional

Discretionary Benefits with PIC following data verification, once the amount of any Surplus Funds is

known;

5.2.2    may use the Surplus Funds to provide Additional Discretionary Benefits for or in respect of Plan

members, once all Accrued Benefits have been secured in full. The amount of any Additional

Discretionary Benefits shall be determined by the Trustees after taking actuarial advice, and shall be

calculated once all adjustments to Accrued Benefits under the Policy are known (whether as a result

of legislative change, data cleanse, or otherwise).

The Trustees warrant to NCR that they have complied with their obligations under Clause 12 of the Policy and that they know of no reason why PIC may have grounds to terminate the Policy under Clause 11.1.

7.1    The Trustees shall meet all Plan expenses and the cost of any indemnity insurance from the assets of the

Plan (including the PPF levy and expenses relating to wind up). The Trustees may reserve £8 million (eight

million pounds sterling) or such higher amount as they consider appropriate to meet Plan expenses (the

“Expense Reserve”). If, prior to buy-out, any funds remain in the Expense Reserve which exceed any amounts

required to meet Plan expenses, the Trustees may use any such residual funds in the Expense Reserve to

pay a further transfer to PIC. PIC shall hold such funds as part of the Surplus Funds until such time as any

Additional Discretionary Benefits may be distributed under Clause 5.2.

7.2    NCR does not require the Trustees to pay the additional £4.8 million premium required by PIC in order for PIC

to assume liability for certain data risk.

7.3    During wind up, the Trustees will purchase from the assets of the Plan :

7.3.1    run-off cover; and

7.3.2    additional insurance to address the risk of (a) steps being taken to re-address GMP equalisation post

buy-out, and (b) missing beneficiaries coming to light, post buy-out.

8.1    By no later than 15 November 2013, the Trustees (with the agreement of NCR Limited to the extent required

by legislation) shall put in place a signed revised Schedule of Contributions, to show nil employer contributions.

The form of the Revised Schedule of Contributions to be substantially in the form attached in the Appendix.

8.2    Conditional upon:

8.2.1    receipt of a copy of the Revised Schedule of Contributions being provided to NCR on or before 15

November 2013;

8.2.2    the Trustees having taken out the Policy: and

8.2.3    PIC having confirmed that: the Risk Transfer Date” (as defined under the Policy) having passed; and

it has received the “Transfer Instructions” (as defined under the Policy) and it is on risk under the Policy;

NCR will, within 5 Business Days of these conditions having been satisfied make a lump sum contribution of £15 million (fifteen million pounds sterling) to the bank account of the Trustees. Subject to clause 7.3, such contribution will be paid by the Trustees to PIC and placed with the Surplus Funds.

8.3    The Parties agree that if the Policy is not secured by the Trustees by 00.01 GMT on 23 November, the Revised

Schedule of Contributions shall fall away and the current Schedule of Contributions shall be reinstated.

However, the Parties shall then discuss in good faith a new schedule of contributions.

8.4    The Trustees may apply the Lump Sum Contribution to provide Additional Discretionary Benefits in accordance

with clause 5 above. For the avoidance of doubt, the Lump Sum Contribution includes an allowance in respect

of Plan wind-up expenses which are to be met from the Plan.

9.1    The Trustees and NCR will agree in writing any press release the Trustees or NCR may be asked to approve

in relation to the buy-in (whether by PIC, Tower Watson or otherwise). NCR will require a minimum of at least

3 Business Days to review and agree any such wording.

9.2    Subject to clause 9.6, NCR and the Trustees will agree the content, distribution and timing for any Trustee or

NCR media/press releases in relation to both the buy-in and the buy-out.

9.3    NCR and the Trustees will agree the terms of a joint press release in the UK in relation to the buy-in.

9.4    The Trustees and NCR agree to provide each other with copies of any of their advisers' press releases for

NCR or the Trustees approval (as the case may be) prior to issue, and the Trustees and NCR shall inform

their advisers of this.

9.5    Press releases for the purposes of this Clause 9 do not include any communications that NCR or the Trustees

are required to make to comply with applicable legislation or regulatory requirements.

9.6    The Trustees and NCR agree that they will not withhold consent under this Clause 9 if that consent relates to

the release of any information in a press release issued by NCR or the Trustees if that information was previously

contained in a communication issued by NCR or the Trustees in accordance with any applicable legislative or

regulatory requirements. NCR

and the Trustees confirm that the Trustees’ and or NCR’s consent will still be required in respect to any other

information contained in such a release.

10.1    The Trustees will provide NCR with such information in relation to the buy-in and subsequent buy-out Policy

as NCR may require to address accounting, disclosure, tax or other regulatory issues in advance of 15

November and subsequent to 15 November 2013.

10.2    The Trustees will use their reasonable endeavours to procure that the report by Oliver Wyman to the Trustees

in relation to the financial covenant of PIC is also addressed to NCR Corporation and that Oliver Wyman have

the same obligations towards NCR under that report as they do to the Trustees. Such report, subject to Oliver

Wyman’s agreement, shall be provided to John Boudreau of NCR at least 2 Business Days before the Trustees

sign the Policy.

10.3    The Trustees and NCR will work together in a collaborative and open manner to achieve the buy-out and wind

up as quickly and efficiently as possible, and will agree a project plan and action list to achieve this to an

agreed timescale.

10.4    With a view to understanding the costs of expediting the buy-out process, NCR will investigate with PIC (with

Trustee approval and with Towers Watson involved in each call/meeting) the cost of expediting the buy-out

process with PIC.

11.1    This Agreement shall be governed by and construed in accordance with English law

11.2    The courts of England shall have exclusive jurisdiction to settle any dispute arising out of or in connection with

this Agreement.