EPI Transition Agreement

EXHIBIT 10.37

EPI Transition Agreement
between
UBS AG and Perot Systems Corporation

Table of Contents

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Agreement

This EPI Transition Agreement (the “Agreement”) is made as of 15 September 2004 (the “Effective Date”), between UBS and Perot Systems to establish the terms and conditions by which the parties will transition responsibility and authority from Perot Systems to UBS between the Effective Date and 1 January 2005 (the “Transition Date”) and thereafter through 1 January 2007 (the “Expiration Date”) for the performance of Perot Systems’ services under the EPI Agreement and to amend other agreements between the parties as necessary. These terms, conditions, and amendments are set forth below.

Certain capitalized terms used in this Agreement are defined in Schedule A. Capitalized terms not defined in Schedule A or otherwise defined in this Agreement are defined in the Master Agreement, MOA, or EPI Agreement.

Except as otherwise stated in this Agreement, (i) the terms of other agreements between the parties remain in effect, and (ii) the changes set forth in this Agreement to such other agreements take effect on the Effective Date.

I. Personnel

A. Initial Assignments. On or before the Effective Date, UBS will notify Perot Systems of its process for selecting personnel from the UBS Group and the PSC Group for Tiers 1 and 2 of the ITI organization or the IB IT production organization, being the personnel who will report directly (Tier 1) or indirectly at one remove (Tier 2) to the head of ITI or IB IT production. On or before the Transition Date, UBS will select such personnel with the advice and counsel of Perot Systems’ Operational Manager and shall notify Perot Systems of the selections.

B. Assignments at Transition Date. On the Transition Date, Perot Systems will assign (subject to the terms of the Agreed Management Principles) the responsibility to manage and direct the work (but not the responsibility to administer the employment) of all Perot Systems Personnel who are then assigned to performing Services under the EPI Agreement to teams designated and led by production management of ITI or production management of IB, and UBS will accept such responsibility. Notwithstanding the preceding sentence, Perot Systems shall retain the sole responsibility to select, employ, manage, supervise, and terminate Perot Systems Personnel in the roles set forth on Schedule B and UBS shall pay Perot Systems the PSC Costs for such Perot Systems Personnel through the Expiration Date or Wind-up Date as specified in Schedule B. The parties anticipate that the roles listed on Schedule B may change by mutual agreement from time to time.

C. Assignments after Transition Date. As to the Perot Systems Personnel who on the Transition Date are assigned to the ITSM project and are listed on Schedule C, as Schedule C may be amended by agreement up to the Transition Date, Perot Systems will assign (subject to the terms of the Agreed Management Principles) the responsibility to

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manage and direct the work (but not the responsibility to administer the employment) of all of such Personnel to teams led by production management of ITI and production management of IB when the ITSM project expires, and UBS will accept such responsibility.

D. Hiring During Term.

1. UBS’ Involvement. After the Transition Date, Perot Systems will involve UBS in the process for appointing Perot Systems Personnel excluding those in roles listed on Schedule B in the following manner. When Perot Systems has decided to nominate a candidate, it will notify the most junior UBS Personnel in the management chain upwards from that candidate’s intended position. If Perot Systems receives an automated out-of-office email response, it will notify the next most senior person in the management chain. The UBS Personnel will have two working days to decide whether UBS desires to interview the candidate first, and no response will be deemed approval of the nomination. If the UBS Personnel responds within two working days that UBS desires to interview the candidate, UBS will have a further five days from that response to conduct the interview and decide whether to approve the nomination, provided that such five-day period shall be extended until Perot Systems makes the candidate available to UBS for an interview. Failure to notify Perot Systems in writing (including email) of a disapproval within such five-day period will be deemed approval. The above is subject to the rights of UBS under Section 6 of the MOA with respect to the Perot Systems Relationship and Operational Managers.

2. Perot Systems’ Involvement. Where one of Perot Systems Personnel is managing a blended team of Perot Systems Personnel and UBS Personnel, he or she will have rights similar to those described in Section I.D.1 above, and within the same time frames, to approve or disapprove the nomination of a member of UBS Personnel to the team.

3. Disagreements. If Perot Systems and UBS disagree on a nomination, the question will be referred to the parties’ Operational Managers and, if they cannot resolve the matter, to the dispute resolution process under Sections 7.2 and 7.3 of the MOA.

E. Restrictions on Transfers by Perot Systems. During the period from January 1, 2005, to September 30, 2006, Perot Systems will not, without the written consent of UBS (which will not be unreasonably withheld or delayed), reassign within Perot Systems or its Affiliates any Perot Systems Personnel if such reassignment would: (i) violate Section 4.2(e) of the Master Agreement; or (ii) result in the total number of Perot Systems Personnel who have been reassigned in a calendar year to exceed any of the following thresholds: (A) 5% of Perot Systems Personnel; (B) 30% of the Perot Systems Personnel at a given geographic location (i.e., within a state within the United States, or within a country if outside the United States; or (C) 30% of the Perot Systems Personnel in any one discipline of IT (e.g., Sybase, UNIX administrator, desktop support, etc.). For the purposes

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of calculating the thresholds, the number of Perot Systems Personnel under clauses (A), (B) and (C) above shall be determined as at the beginning of each calendar year. Any open positions created by reductions in Perot Systems Personnel through terminations for performance or for misconduct or voluntary resignations, or created by increased demand for resources by the UBS Group made in accordance with Schedule F to the EPI Agreement, as amended by Section III.B.2(g) of this Agreement, and remaining unfilled shall count against the thresholds set forth in clauses (A), (B) and (C) above.

F. Assignment of Perot Systems Personnel

1. Perot Systems shall (on behalf of itself and other PSC Group members) comply with any Law applicable to it that relates to the assignment of Perot Systems Personnel to the UBS Group during the Transition Periods, including where applicable the obtaining of relevant authorities or permits in relation to such assignment and shall provide copies to UBS promptly and in any event within 14 days after the date of execution of this Agreement by the parties.

2. During the Transition Periods the parties mutually agree that Perot Systems Personnel who are employees or contract personnel shall remain respectively as employees and contract personnel of Perot Systems (or, if applicable, other members of the PSC Group) notwithstanding their assignment to the UBS Group during the Transition Periods and Perot Systems shall administer and continue to pay their salaries, fees, allowances and to provide their benefits during the Transition Periods.

3. During the Transition Periods Perot Systems and UBS shall comply with the Agreed Management Principles in respect of the Perot Systems Personnel as set out in Schedule D.

4. Perot Systems (on behalf of itself and other PSC Group members) shall during the Transition Periods comply with any Obligation applicable to it in respect of the Perot Systems Personnel and their appropriate representatives (including any information and consultation requirements).

5. UBS (on behalf of itself and other UBS Group members) shall during the Transition Periods comply with any Obligation applicable to it in respect of the assignment to the UBS Group of Perot Systems Personnel as third party labor (including any information and consultation requirements).

6. Perot Systems (on behalf of itself and other PSC Group members) shall not between the Effective Date and the Expiration Date without the prior written consent of UBS (such consent not to be unreasonably withheld or delayed) materially alter the terms and conditions of employment or engagement (whether contractual or non-contractual) of Perot Systems Personnel, including without limitation the terms of any Severance Plan. This Section I.F.6 shall not apply to

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alterations that are required by any Obligation or that apply to all or a substantial proportion of Perot Systems’ employees.

7. Subject to applicable Law Perot Systems shall (on behalf of itself and other PSC Group members), upon receipt of a reasonable written request from UBS for information in respect of Perot Systems Personnel, use commercially reasonable efforts to obtain from the Perot Systems Personnel any necessary consent under any applicable Law in connection with the provision of personnel information to UBS, and shall provide such information that is dependent on the obtaining of individual employee consent within five working days after obtaining such consent, and shall provide any other information to UBS within five working days of the request being made.

8. UBS and Perot Systems agree that in Territories where Acquired Rights Directive Law applies the date of transfer for the purposes of the Acquired Rights Directive Law (where applicable) shall be 31 December 2006 or, if earlier, the date on which the EPI Agreement terminates.

G. Hiring at Expiration.

1. The “UBS Offer Period” will run from August 31, 2006 through September 30, 2006. During the UBS Offer Period, one or more members of the UBS Group shall make offers of employment (and of contract novation in the case of contract personnel) to all Perot Systems Personnel then on the account, including such Perot Systems Personnel who have been assigned to the account after the Effective Date (subject to UBS’ approval under Section I.D.1 after the Transition Date), who are not employed in roles listed on Schedule B, and may make offers of employment or engagement to Perot Systems Personnel who are employed or engaged in roles listed on Schedule B. Such offers shall take effect as of the Expiration Date, except that any offers to Perot Systems Personnel whose roles are designated with an asterisk on Schedule B shall take effect upon completion of their responsibilities in that role but no later than the Wind-up Date. UBS shall inform Perot Systems of the substance of each offer within three days after sending the written offer letter to the Perot Systems Personnel and shall notify Perot Systems promptly of each acceptance or rejection by a recipient.

2. Except to the extent set forth in Section I.G.3, below, during the UBS Offer Period, Perot Systems (on behalf of itself and other PSC Group members) shall not make offers of employment or engagement to Perot Systems Personnel or otherwise discuss potential roles, responsibilities or compensation with such Perot Systems Personnel. Perot Systems will collaborate with UBS to maximize acceptances of offers made by UBS Group members to Perot Systems Personnel, subject to applicable law, and will not take any actions to impede or discourage UBS Group members’ attempts to hire such Perot Systems Personnel. Perot Systems shall cooperate in facilitating the UBS hiring process to the extent reasonably practicable. In the case of Perot Systems Personnel who are contract

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personnel, Perot Systems (and the applicable PSC Entity) shall use all commercially reasonable efforts to obtain any required consents and otherwise cooperate in the transfer or assignment to UBS of the contractor agreement(s).

3. Notwithstanding Section I.G.2, on or before June 30, 2006, Perot Systems may give UBS a list of Perot Systems Personnel whom Perot Systems (or the applicable PSC Entity) wishes to retain as of June 30, 2006, subject to the same limits on the quantity, location, and disciplines of such Perot Systems Personnel as those in Section I.E above on reassignments except that open positions will not count against the thresholds. Perot Systems (or the applicable PSC Entity) may make offers to retain such Personnel during the UBS Offer Period (which may result in such Perot Systems Personnel receiving simultaneous offers of employment or engagement from members of the Perot Systems Group and UBS Group during the UBS Offer Period). Successful redeployment of any Perot Systems Personnel under Section I.H.1 below will not be deemed to constitute a transfer when calculating the thresholds set out in Section I.E.

4. If the EPI Agreement terminates prior to January 1, 2007 for any reason, the dates set forth in this Section I.G for employment offers shall be adjusted to provide comparable offer periods (to the extent practicable) prior to the effective date of termination of the EPI Agreement or, if impracticable, shall be accelerated so as to compress the periods proportionally.

H. Additional Procedural Requirements

1. After September 1, 2006, UBS shall notify Perot Systems in writing within 5 working days if no offer of employment or engagement has been made to a member of Perot Systems Personnel or if an offer of employment or engagement made in accordance with Section I.G.1 above has been rejected within 5 working days of receiving such rejection, and Perot Systems will use its reasonable endeavors (taking into account its then current resourcing requirements) to redeploy the relevant Perot Systems Personnel within the PSC Group prior to the Expiration Date or (in the case of staff marked with an asterisk in Schedule B) prior to the Wind-up Date. Where Perot Systems (or the applicable PSC Entity) does not redeploy a member of Perot Systems Personnel it shall (subject to any applicable Obligation) within five working days after receiving notice from UBS in accordance with this Section I.H.1 give notice of termination of employment or engagement to the member of Perot Systems Personnel, using reasonable endeavors to achieve all such terminations by no later than December 15, 2006, or in the case of Perot Systems Personnel marked with an asterisk on Schedule B, by the Wind Up Date. If UBS does not give the required notice in accordance with this Section I.H.1 Perot Systems (or the applicable PSC Entity) may give notice of termination of employment or engagement to the relevant member of Perot Systems Personnel in accordance with any applicable Obligation.

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2. In respect of Perot Systems Personnel who accept an offer of employment or an engagement with any member of the UBS Group, Perot Systems (or the applicable PSC Entity) will carry out any required termination of their Perot Systems employment or engagement using reasonable endeavours (subject to any applicable Obligation) to accomplish this by no later than December 31, 2006, or in the case of Perot Systems Personnel marked with an asterisk on Schedule B, by the Wind Up Date.

3. Perot Systems (on behalf of itself and other PSC Group members) shall use its commercially reasonable efforts to procure that any member of Perot Systems Personnel (i) whose employment or engagement is terminated in accordance with Sections I.H.1 or I.H.2 above, and (ii) to whom a severance payment under the terms of an applicable Severance Plan is made will execute a Settlement Agreement as to such termination. Perot Systems shall not be required to offer any payments in excess of any Obligation or under the Severance Plan as part of its efforts unless UBS agrees in writing in advance to reimburse Perot Systems for the payments.

I. Terms of Employment Offers. Any employment offers made by UBS (or other members of the UBS Group) will be in accordance with this Article I and otherwise in accordance with the applicable UBS Entity’s normal employment policies. The applicable UBS Entity will offer each transitioned employee a total salary and benefits package in monetary value that is substantially comparable to or better than the total salary and benefits package received by that employee prior to the transfer.

J. Retentions After Expiration Date. The parties contemplate that certain Perot Systems Personnel will be required for account management and administration services for some time after the Expiration Date. The roles of such personnel are marked with an asterisk in Schedule B. As to such personnel who are performing such roles up to the Wind-up Date, UBS will pay the PSC Costs of such personnel in accordance with Schedule F of the EPI Agreement as though it were still in effect.

K. Other Hiring Restrictions. Section 8.10(c) of the MOA is deleted.

L. Indemnities.

1. Perot Systems will defend, indemnify, and hold harmless the UBS Group against all Liabilities in any of the Territories arising out of or in connection with:

1.1 the employment or engagement or termination of employment or engagement of any PSC Group staff who have not been Perot Systems Personnel and whose claim is not covered by a UBS indemnification obligation;

1.2 any failure by any member of the PSC Group prior to the Transition Date to obtain any relevant authority or permit in any of

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the Territories in relation to the provision of Perot Systems Personnel to the UBS Group prior to the Transition Periods and/or to maintain such authority or permit during the Transition Periods;

1.3 any failure by any PSC Group member in the period prior to the Expiration Date to comply with an Obligation applicable to it in any Territory relating to Perot Systems Personnel or their appropriate representatives or to UBS Personnel. In the case of Perot Systems Personnel whose roles are marked with an asterisk in Schedule B the obligation set out in this section shall additionally apply in the period prior to the Wind-up Date);

1.4 any breach by Perot Systems of Section I.F.6 of this Agreement; and

1.5 any act or omission (other than those addressed in Sections L.1.1.1. through L.1.1.4 preceding) by any PSC Group member or any Perot Systems Personnel in relation to any Perot Systems Personnel or any UBS Personnel in the period prior to the Expiration Date (or in the case of Perot Systems Personnel listed in Schedule B, in the period prior to the Wind-up Date), including without limitation any failure to comply with the requirements of Sections I.H.1 to I.H.3 above save where such act or omission was in accordance with the Agreed Management Principles or otherwise done (or not done) at the request of or on the instruction of any UBS Personnel whom the applicable PSC Entity or Perot Systems Personnel reasonably believed was authorised by UBS to make such a request or give such instruction.

2. UBS will defend, indemnify, and hold harmless the PSC Group against all Liabilities in any of the Territories arising out of or in connection with:

2.1 any claim by Perot Systems Personnel directly related to the reorganization of the management and team structures applicable to the provision of the Services by UBS in the period prior to the Expiration Date, including any claim of illegal discrimination, constructive termination, or unjust dismissal, save as such claim may result from actions by the PSC Group which do not accord with the Agreed Management Principles or this Agreement;

2.2 the terminations under Section I.H.1 and Section I.H.2 above, save where the relevant member of the PSC Group has failed to comply with Section I.H.3 in respect of the terminated member of Perot Systems Personnel. Notwithstanding the above,

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UBS will not be obligated under this paragraph 2.2 to reimburse any member of the PSC Group for payments due under any Severance Plan or otherwise in excess of an Obligation for any Perot Systems Personnel who do not accept an offer of employment or engagement extended by UBS or by Perot Systems or for any Liability arising from any failure of the PSC Group to comply with an Obligation in respect of a termination carried out pursuant to Sections I. H. 1 or I. H. 2;

2.3 any failure to make an offer of employment in accordance with this Agreement or any claim that an offer of employment or a failure to offer employment by a UBS Group member during the UBS Offer Period was a breach of a relevant Obligation;

2.4 the employment or engagement or termination of employment or engagement by a UBS Group member of any UBS Personnel;

2.5 the employment or engagement, or termination of employment or engagement, by a UBS Group member of any Perot Systems Personnel who becomes employed or engaged by UBS or any member of the UBS Group in accordance with this Agreement, or in the case of Perot Systems Personnel who are employees, pursuant to Acquired Rights Directive Law (if applicable), save where the relevant member of the PSC Group fails to comply with the Agreed Management Principles and such failure gives rise to the Liability;

2.6 any failure by any UBS Group member during the Transition Period to comply with an Obligation applicable to it in any Territory relating to the assignment to the UBS Group of any Perot Systems Personnel; and

2.7 any act or omission (other than those addressed in Sections L.2 2.1 through L.2.2.6 preceding) by any UBS Group member or any UBS Personnel in relation to any Perot Systems Personnel or any UBS Personnel during the Transition Periods, save where such act or omission was in accordance with the Agreed Management Principles or otherwise done (or not done) at the request of or on the instruction of a member of the Perot Systems Account Leadership Team as described in Schedule B.2..

M. Subcontracting. Perot Systems may subcontract its obligations to perform Services under this Agreement and the EPI Agreement, other than to its Affiliates, only in accordance with the following:

1. After the Effective Date, PSC Group members may neither enter into subcontracts (which for purposes of this Agreement do not include agreements with individual contract personnel) for, or in support of, portions of the Services,

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nor amend or renew such subcontracts, without the prior written approval of UBS, not to be unreasonably withheld or delayed. UBS shall have the right to revoke its prior approval of a subcontractor upon 10 days’ written notice to Perot Systems and direct Perot Systems to replace such subcontractor if the subcontractor’s performance is materially deficient, good faith doubts exist concerning the subcontractor’s ability to render future performance because of changes in the subcontractor’s ownership, management, financial condition, or otherwise, or there have been material misrepresentations by or concerning the subcontractor, provided that if UBS directs Perot Systems to replace a subcontractor whose subcontract is already in effect on the Effective Date, UBS shall defend, indemnify, and hold harmless the PSC Group from any claims by such subcontractor arising from or related to its replacement.

2. Perot Systems shall remain responsible for obligations, services and functions performed by subcontractors to the same extent as if such obligations, services and functions were performed by Perot Systems employees and for purposes of this Agreement such work shall be deemed work performed by Perot Systems. Perot Systems shall be UBS’s sole point of contact regarding the Services, including with respect to payment. Perot Systems (on behalf of itself and other PSC Group members)_shall not disclose UBS Confidential Information to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such Confidential Information in a manner substantially equivalent to that required of Perot Systems under this Agreement.

II. Operations.

This Article II (“Operations”) takes effect on the Transition Date.

A. Services. Perot Systems warrants that the Perot Systems Personnel will have appropriate skills and experience and will work diligently. Perot Systems also warrants that it will promptly take reasonable steps to hire replacements (that have appropriate skills and experience to perform the Services) for any of the Perot Systems Personnel who resign or are terminated other than with the approval of UBS and to hire personnel to fulfil UBS’ reasonable requirements pursuant to the forecasting process in Schedule F of the EPI Agreement for numbers and types of skills. The remedy for any breach of this warranty is subject to the limitations on liability in the MOA and EPI Agreement. In addition to the disclaimer of warranties in Section 10.8 of the MOA, commencing on the Transition Date and for periods thereafter only, Perot Systems disclaims all other warranties of its services under the EPI Agreement, express or implied, and in particular disclaims any express warranty of performing in accordance with particular service levels, metrics, or performance indicators; provided, however, that the Performance Metrics in the EPI Agreement (including application of the Penalty Pool and Reward Pool under Schedule G thereto) shall continue to apply to calendar year 2004, with emphasis on performance on the fourth calendar quarter of 2004.

B. Security Section 3.4 of the MOA is amended to state as follows:

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“Security Procedures.

“UBS is responsible for developing, maintaining, updating, and providing to Perot Systems the Security Procedures. Perot Systems will promptly notify Perot Systems Personnel of the Security Procedures as received from UBS. Perot Systems will, and will cause Perot Systems Personnel identified in Schedule B.2 to, comply, with respect to Services provided to UBS, with the Security Procedures with which it has been provided by the applicable UBS AG Entity to the extent that those Security Procedures are no more rigorous than similar security procedures applicable to UBS; provided that Perot Systems will be liable only for material breaches of such Security Procedures that shall have been committed, or directed, by Perot Systems Personnel listed on Schedule B.2. Perot Systems will: a) provide notice to UBS of any instances of non-compliance with the Security Procedures by any Perot Systems Personnel that come to the attention of any Perot Systems Personnel listed on Schedule B.2, as that Schedule may be revised from time to time by mutual agreement; b) assist in promptly resolving any violation of security procedures by Perot Systems Personnel as directed by UBS; and c) remove from the account any Perot Systems Personnel who shall have committed a material breach of such Security Procedures. If relevant in such case, Perot Systems shall not be entitled to reimbursement of any severance payments for such Perot Systems Personnel.”

C. Safeguarding SBC Data. Section 5.2 of the MOA is amended to state as follows:

“Safeguarding SBC Data. With respect to, and under the terms and conditions of, each EPI Agreement, the applicable PSC Entity will instruct its employees and contract personnel to comply with safeguards established and maintained by SBC against the destruction, loss or alteration of SBC Data. In the event that additional safeguards for SBC Data are reasonably requested by the SBC Entity, the applicable PSC Entity will instruct its employees and contract personnel to comply with those additional safeguards. An SBC Entity will have the right to establish backup security for data and to keep backup data and data files in its possession if it so chooses.”

D. Safeguarding PSC Data. UBS acknowledges that under the agreements between the parties Perot Systems was authorized to and did store Confidential Information of Perot Systems Group members on Equipment and Systems which after the Transition Date the UBS Group will control, and that it is infeasible for the parties to segregate and remove such Confidential Information of Perot Systems Group members from such Equipment and Systems. Accordingly, UBS agrees to treat such Confidential Information of Perot Systems in accordance with Article 9 of the MOA and that this obligation will (as with all obligations of either party with respect to Confidential Information) survive the Expiration Date.

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E. Physical Security for Facilities. Section 5.3 of the MOA is amended to state as follows:

“Physical Security for Facilities. With respect to, and under the terms and conditions of, each EPI Agreement, the applicable PSC Entity (including those Perot Systems Personnel listed on Schedule B.2) will instruct Perot Systems Personnel and its subcontractors to comply with all reasonably required security procedures at any place where Services are performed by that PSC Entity. The applicable SBC Entity will provide all necessary security personnel and security equipment at the SBC Facilities. Perot Systems Personnel and its subcontractors will be instructed to comply with the reasonable physical security procedures of members of the SBC Group with respect to access to any SBC Facilities, data and data files.”

F. Disaster Recovery/Viruses. Perot Systems will not be responsible for maintaining a disaster recovery capability for UBS’s operations or for crisis management unless contracted to Perot Systems as a “Preferred Vendor” under the GFA and then only in accordance with the provisions of the GFA. Sections 5.5, and 6.4 of the MOA are deleted. Perot Systems’ obligations under Section 5.7 (“Viruses”) of the MOA apply only to any System it controls.

G. Third-Party Contracts. UBS shall be responsible for managing all Third Party Service Contracts. Section 4.8 of the MOA is deleted.

H. Data Protection. Perot Systems warrants to UBS that during the term of this Agreement:

It will perform its obligations hereunder in compliance with any laws and regulations applicable to it in performing Services. In this Section II.H “laws and regulations” means:

III. Finance

A. Annual Profit Amount.

2004. The Annual Profit Amount for 2004 shall be subject to adjustment based on the provisions of the EPI Agreement relating to the Performance Metrics (including Section 6(d) of Schedule F and all of Schedule G thereto), which shall remain in effect and apply to calendar year 2004; provided however, that the maximum Penalty Amount is set as

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3.25%, and the Reward Amount is set at zero (0%). UBS’ final assessment of any adjustment for 2004 will place emphasis on performance against the Performance Metrics in the fourth calendar quarter of 2004.

2005 and 2006. The Annual Profit Amount for 2005 and 2006 will be subject to adjustment only in accordance with the EPI Agreement, Schedule F, Appendix 2, except that as of the Effective Date and in addition to any inflation adjustment (pursuant to Appendix 2) the Annual Profit Amount for 2005 will be increased by $300,000 and the Annual Profit Amount for 2006 will be increased by $150,000. For calendar years 2005 and 2006, Section 6(d) of Schedule F to the EPI Agreement is amended to delete its second, third, and fourth sentences and Schedule G to the EPI Agreement is deleted.

B. Revenues. This Section III.B shall take effect on the Transition Date.

1. Services. UBS will pay Perot Systems for Services in accordance with the EPI Agreement, as modified by this Agreement.

2. Revenue Forecasts, Bonuses, and Floors.

(a) In each of calendar years 2005 and 2006, UBS will pay Perot Systems a bonus of 20% of any amount by which Perot Systems’ “Qualifying Revenues” is less than the “Revenue Forecast” in that year, but not more than 20% of the difference between the Revenue Forecast and the “Revenue Floor” for that year. The terms set off in quotation marks are defined below.

(b) If the Qualifying Revenues are less than the “Revenue Floor” for that year, UBS will also pay Perot Systems the shortfall between the Qualifying Revenues and 100% of the Revenue Floor. Any such shortfall will be deemed PSC Costs and will be invoiced and paid in accordance with