LETTER AGREEMENT DATED MARCH 6, 2003
 
 
                                                                   EXHIBIT 10.28
 
[LOGO] NCR
 
 
     1700 South Patterson Boulevard
     Dayton, Ohio 45479
 
                                           PERSONAL AND CONFIDENTIAL
 
March 6, 2003
 
Mr. Mark V. Hurd
1616 Stafford Springs Place
Centerville, OH 45458
 
Dear Mark:
 
I am delighted to confirm your appointment as President and Chief Executive
Officer of NCR with duties and authority commensurate with such position.
 
     Annual Base Salary -- Your annual base salary will be increased to $750,000
     effective March 14, 2003 ("your appointment date").
 
     Management Incentive Plan for Executive Officers (MIP) - As of your
     appointment date, your MIP eligibility will be increased to a 100% target
     award and a 200% maximum award. This award opportunity will be based upon
     the NCR Corporate basis of measure for executive officers and will begin
     with your appointment date. For 2003, your MIP will be pro-rated for two
     months based upon your prior position and ten months based upon your new
     position.
 
     Stock Options - You will continue to participate in the Management Stock
     Option Program. In recognition of your appointment, you will receive a
     special one-time grant for 50,000 options of NCR common stock. The grant
     date of these options will be your appointment date and will have a strike
     price equal to the fair market value on that day. These options will be
     subject to the terms and conditions of the standard option agreement,
     including a non-competition provision. Future grants are discretionary and
     set annually by the Compensation Committee of the Board of Directors.
 
     Other Benefits - Your eligibility and participation in other current
     executive benefits remain unchanged with this appointment.
 
     Severance - In the event of a Company initiated termination other than for
     "Cause" (defined in the same manner as in the NCR Change-in-Control
     Severance Plan for Executive Officers), or a voluntary termination for
     "Good Reason," you will receive cash payments totaling one times your
     annual base salary over a period not to exceed one year; provided, that you
     execute a release of claims in the form used generally by NCR for senior
     officers. "Good Reason" shall mean a material breach of this Agreement by
     NCR which is not corrected by NCR within fifteen (15) days of your written
     notice to NCR of such breach.
 
     Non-Competition - By signing this Agreement, you agree that during your
     employment with NCR and for an eighteen (18) month period after termination
     of employment for any reason, you will not yourself or through others,
     without the prior written consent of the Board of Directors, (i) render
     services directly or indirectly to any Competing Organization involving the
     development, manufacture, marketing, advertising or services of any
     product, process, system or service of NCR's during the last three years of
     your NCR employment; (ii) directly or indirectly recruit, hire, solicit or
     induce, or attempt to induce, any exempt employee of NCR or its associated
     companies to terminate their employment with or otherwise cease their
     relationship with NCR.; (iii) canvass or solicit business with or from any
     firm or company with whom NCR worked or provided services to during the
     preceding five years of your employment by NCR, including customers of NCR.
     Furthermore, you agree that you will not disclose to any third party or
     otherwise use any NCR confidential, technical, marketing, business,
     financial or other information not publicly available, other than as
     necessary to perform your services hereunder. If you breach any of the
     provisions of this paragraph, NCR will be
 
<PAGE>
 
     released from all obligations it may have under the preceding paragraph
     "Severance." You understand that if you breach this section, NCR may
     sustain irreparable injury and may not have an adequate remedy at law. As a
     result, you agree that in the event of your breach of any of the provisions
     of this paragraph, NCR may, in addition to its other remedies, bring an
     action or actions for injunction, specific performance, or both, and have
     entered a temporary restraining order, preliminary or permanent injunction,
     or order compelling specific performance.
 
     As used in this section, "Competing Organization" means any organization
     identified in January of the year in which your employment with NCR
     terminates, and any other person or organization which is engaged in or
     about to become engaged in research on or development, production,
     marketing, leasing, selling or servicing of a product, process, system or
     service which is the same or similar to or competes with a product,
     process, system or service manufactured, sold, serviced or otherwise
     provided by NCR to its customers.
 
     Arbitration - Any controversy or claim related in any way to this
     Agreement, or to your employment relationship with NCR (including, but not
     limited to, any claim of fraud or misrepresentation), shall be resolved by
     arbitration pursuant to this paragraph and the then current rules of the
     American Arbitration Association. The arbitration shall be held in Dayton,
     Ohio, before an arbitrator who is an attorney knowledgeable of employment
     law. The arbitrator's decision and award shall be final and binding and may
     be entered in any court having jurisdiction thereof. The arbitrator shall
     not have the power to award punitive or exemplary damages. Issues of
     arbitrability shall be determined in accordance with the federal
     substantive and procedural laws relating to arbitration; all other aspects
     shall be interpreted in accordance with the laws of the State of Ohio. Each
     party shall bear its own attorney's fees associated with the arbitration
     and other costs and expenses of the arbitration shall be borne as provided
     by the rules of the American Arbitration Association. If any portion of
     this paragraph is held to be unenforceable, it shall be severed and shall
     not affect either the duty to arbitrate or any other part of this
     paragraph.
 
     Miscellaneous - This Agreement is personal to you and without the prior
     written consent of NCR shall not be assignable by you other than by will or
     the laws of descent and distribution. This Agreement shall inure to the
     benefit of and be enforceable by your legal representatives. This Agreement
     shall inure to the benefit of and be binding upon NCR and its successors.
     This Agreement may be amended, modified or changed only by a written
     instrument executed by you and NCR. The captions of this Agreement are not
     part of the provisions hereof and shall have no force or effect.
     Notwithstanding any other provision of this Agreement, NCR may withhold
     from any amounts payable under this Agreement, or any other benefits
     received pursuant hereto, such minimum Federal, state and/or local taxes as
     shall be required to be withheld under any applicable law or regulation.
 
This letter reflects the entire agreement regarding the terms and conditions of
your employment. Accordingly, it supersedes and completely replaces any prior
oral or written communication on this subject. This letter is not an employment
contract and should not be construed or interpreted as containing any guarantee
of continued employment. The employment relationship at NCR is by mutual consent
("Employment-At-Will"). This means that managers have the right to terminate
their employment at any time and for any reason. Likewise, NCR reserves the
right to discontinue your employment with or without cause at any time and for
any reason.
 
If you have any questions concerning the details of the appointment, please feel
free to contact Wilbert Buiter or me.
 
Sincerely,
 
 
/s/ Linda Fayne Levinson
-----------------------------------
Linda Fayne Levinson
Chair-Elect, Compensation Committee
NCR Board of Directors
 
 
/s/ Mark V. Hurd                          March 13, 2003
-----------------------------------       -----------------------------
Agreed and Accepted                       Date
Mark V. Hurd
 
 
cc:  Wilbert Buiter

     Alisa Cheatham