Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Named Executive Officer

On Tuesday, January 27, 2009, Malcolm Collins resigned from his position with NCR Limited (the "Company"), a wholly-owned subsidiary of NCR Corporation, as Senior Vice President, Global Sales and Marketing. In connection with the resignation, the Company, its affiliates, and Mr. Collins entered into a confidential Compromise Agreement on January 27, 2009. The material terms of such agreement, which is based on U.K. law and standard practices in the U.K. where Mr. Collins resides, provide: (i) Mr. Collins will remain employed by the Company until February 28, 2009 (the "Termination Date"), and will be available as-needed from February 1, 2009 through March 31, 2009, to assist with transitioning his duties; (ii) within ten days of the Termination Date, the Company will pay Mr. Collins the amount of £123,133, which represents three months of base salary and three months of the pro-rated 2009 target bonus under the Company's Management Incentive Plan; (iii) within twenty-eight days of the Termination Date, the Company will pay to Mr. Collins the sum of £169,675 for loss of employment, £173,762, for the amount Mr. Collins would have earned in 2008 based on actual performance under the Company's Management Incentive Plan, and £30,000 for Mr. Collin's agreement to certain confidentiality and post-termination restrictions; (iv) if Mr. Collins were to breach the terms of such confidentiality and post-termination restrictions, Mr. Collins would be required to repay to the Company the amount representing payment for loss of employment; and (v) the Company will provide private medical insurance benefits to Mr. Collins and his dependents for a period of up to one year.

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