<PAGE>   1

                                                                    EXHIBIT 10.9



                             Dated 7 December, 1999




                                 BP AMERICA INC

                                       and

                                   EXULT, INC.




                              US COUNTRY AGREEMENT








                                   LINKLATERS

                                One Silk Street
                                London EC2Y 8HQ

                             Tel: (44-171) 456 2000

                                  Ref: JPC/CXC
<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CONTENTS                                                                                    PAGE
--------                                                                                    ----
<S>                                                                                         <C>
1      Definitions and Interpretation....................................................     2
2      Term..............................................................................     2
3      Services..........................................................................     3
4      Exclusivity.......................................................................     6
5      Client Obligations including BPA Responsibilities.................................     7
6      Transfer Arrangements.............................................................     8
7      Third Party HR Contracts..........................................................    10
8      Front End Consents................................................................    13
9      Change Control Management Process.................................................    13
10     Charges, Invoicing and Payment....................................................    13
11     Taxes.............................................................................    14
12     Audit.............................................................................    15
13     Key Personnel.....................................................................    17
14     Termination.......................................................................    17
15     Suspension of a Process...........................................................    19
16     Winding Up Assistance.............................................................    20
17     Financial Consequences of Termination.............................................    21
18     Transfer Arrangements on Termination..............................................    23
19     Intellectual Property Rights......................................................    25
20     Confidentiality...................................................................    27
21     Data Protection and Security......................................................    28
22     Contract and Service Management...................................................    29
23     Contract Minimums.................................................................    31
24     Warranties........................................................................    32
25     Limitation on Liability...........................................................    33
26     Indemnities and Defence of Claims.................................................    35
27     Insurance.........................................................................    40
28     Recovery of Damage Awards.........................................................    40
29     Dispute Resolution................................................................    41
30     Force Majeure.....................................................................    43
31     Assignment........................................................................    44
32     Subcontracting....................................................................    44
33     Participating Affiliates..........................................................    45
34     General Terms.....................................................................    45
</TABLE>

                                       i


<PAGE>   3

        PARTIES


        THIS AGREEMENT is made on      December 1999


        BETWEEN:


(1)     BP AMERICA INC, a company incorporated under the laws of Delaware, whose
        principal office is at 200 East Randolph Drive, Chicago, IL 60601
        ("CLIENT"); and

(2)     EXULT, INC., a company incorporated under the laws of Delaware whose
        principal office is at 4 Park Plaza, Suite 350, Irvine, California,
        92614 ("EXULT SUPPLIER").


        WHEREAS:


(A)     By an agreement (the "Framework Agreement") dated 7 December, 1999
        between BPA Amoco p.l.c. ("BPA") a company incorporated under the laws
        of England, and Exult, Inc. ("Exult"), a company incorporated under the
        laws of the State of Delaware, a framework was agreed to enable Exult
        and its Affiliates to provide certain human resource management services
        to BPA and certain of its Affiliates.


(B)     The purpose of this Agreement is to set out the terms on which Exult
        Supplier is to supply the Services to the Client in the United States of
        America.


        NOW IT IS HEREBY AGREED as follows:


1       DEFINITIONS AND INTERPRETATION


        1.1   The definitions applying to this Agreement are set out in Schedule
              Z (Definitions).


        1.2   A reference to any statute, enactment, order, regulation or other
              similar instrument shall be construed as a reference to the
              statute, enactment, order, regulation or instrument as amended by
              any subsequent statute, enactment, order, regulation or instrument
              or as contained in any subsequent re-enactment thereof.


        1.3   Headings are included in this Agreement for ease of reference only
              and shall not affect the interpretation or construction of this
              Agreement.


        1.4   References to Clauses and Schedules are, unless otherwise
              provided, references to clauses and schedules in or to this
              Agreement.


        1.5   References to the words "include(s)" or "including" shall be
              construed without limitation to the generality of the preceding
              words.


2       TERM


        This Agreement shall take effect on the Commencement Date and, unless
        the Client provides notice under Clause 14.4 (Termination on Notice
        after the Initial Period) that it wishes to terminate the Agreement on
        notice after the Initial Period, the Agreement shall continue



                                       2
<PAGE>   4

        thereafter subject to the other provisions of Clause 14 (Termination).


3       SERVICES


        3.1   The Services


             3.1.1  Exult Supplier shall provide the Services to the Client and
                    the Participating Affiliates in accordance with the
                    Transition Plan, the Service Levels, the Controls, Good
                    Industry Practice and otherwise in accordance with the terms
                    and conditions of this Agreement.


             3.1.2  Exult Supplier shall supply sufficient and appropriately
                    qualified and skilled Employees and Subcontractors to
                    provide the Services to the Client.


             3.1.3  Exult Supplier shall be responsible for the management and
                    technical supervision of the performance of the Services by
                    Employees and Subcontractors under this Agreement.


             3.1.4  Except as otherwise provided in this Agreement, Exult
                    Supplier shall be responsible for ensuring it has all the
                    assets required to provide the Services.


             3.1.5  In performing the Services Exult Supplier shall use
                    reasonable endeavours to perform its duties in such manner
                    and at such times so that no act, omission or default of the
                    Exult Supplier shall, to its knowledge, constitute, cause or
                    contribute to any breach by BPA, the Client or any of the
                    Participating Affiliates of any contract, including, but not
                    limited to, the Third Party Contracts binding upon BPA, the
                    Client or the Participating Affiliates relating to the
                    Client Premises, the Client Assets or, the provision of the
                    Services.


        3.2   CONTROLS


             3.2.1  For the avoidance of doubt, the Client shall be responsible
                    for establishing and maintaining BPA Controls, including,
                    but not limited to, management overview and determination of
                    BPA Controls relating to human resource management policies
                    and practices. Exult Supplier shall have no responsibility
                    for the establishment and maintenance of BPA Controls, but
                    shall comply with BPA Controls in accordance with the terms
                    of this Agreement.


             3.2.2  As at the Commencement Date, the BPA Controls listed in Part
                    1 of Schedule O, BPA Controls, have been provided to Exult
                    Supplier in writing and the parties have agreed that Exult
                    Supplier shall comply with such agreed BPA Controls when
                    fulfilling its obligations under this Agreement.


             3.2.3  During the 6 month period following the Commencement Date,
                    the parties shall work together in good faith to review and
                    evaluate the BPA Controls listed in Part 2 of Schedule O.
                    Such review will involve an assessment of the applicability
                    of such BPA Controls to the performance of Exult Supplier's
                    obligations under this Agreement and the impact, if any, of
                    Exult's compliance



                                       3
<PAGE>   5

                    with such BPA Controls in terms of the scope of Services,
                    Service Levels, Charges or any other aspect of this
                    Agreement.


             3.2.4  It is the intention of the parties that through the review
                    process referenced in Clause 3.2.3, the BPA Controls listed
                    in Part 2 of Schedule O will be agreed between the parties
                    and included within Part 1 of Schedule O and Exult
                    Supplier's performance of its obligations under this
                    Agreement shall be subject to compliance with such
                    additional agreed BPA Controls.


             3.2.5  In the event that the parties are unable to reach agreement
                    within [***]* of the review as to the inclusion of any BPA
                    Controls pursuant to Clause 3.2.4 then at the end of such
                    [***]* period, those BPA Controls shall be deemed to have
                    been included in Part 1 and the Change Control Management
                    process shall be applied to implement such BPA Controls.

             3.2.6  In addition to the provisions in Clauses 3.2.4 and 3.2.5 for
                    inclusion of BPA Controls into this Agreement, the parties
                    shall procure the Regional Governance Panel to review the
                    BPA Controls periodically during the term of this Agreement
                    and to use reasonable endeavours to agree and include:

                    (i)  any improvements and updates to BPA Controls; and

                    (ii) any additional BPA Controls established or determined
                         by the Client in relation to human resource management
                         or to its business generally.

             3.2.7  In the event that the parties are unable to reach agreement
                    as to the inclusion of any BPA Controls pursuant to Clause
                    3.2.6 within [***]* of the review, those BPA Controls shall
                    be deemed to have been included in Part 1 and the Change
                    Control Management process shall be applied to implement
                    such BPA Controls.


             3.2.8  Within [***]* following the Commencement Date and consistent
                    with the Process Take On Dates as set out in the Country
                    Transition Plan, Exult Supplier will develop a Quality
                    Control Document. The Quality Control Document shall
                    thereafter be reviewed periodically by the Regional
                    Governance Panel with a view to agreeing and incorporating
                    any improvements and updates thereto.

             3.2.9  Any alleged or suspected violation of the BPA Controls by
                    any Employees in the performance of this Agreement shall be
                    promptly reported by the party with knowledge of the alleged
                    or suspected violation to the other party. Exult Supplier
                    shall permit the Client to conduct an investigation into the
                    matter and shall co-operate with any investigation into such
                    matter conducted by the Client and shall take whatever Exult
                    Supplier deems to be the appropriate corrective action with
                    respect to any such violation by the Exult Personnel.


        3.3   NON-PERFORMANCE AGAINST KPI'S


             3.3.1  Exult Supplier's performance of the Services shall be
                    measured against Service Levels, including the KPIs.


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       4
<PAGE>   6

             3.3.2  If at any time after the applicable date determined in
                    accordance with Schedule B (Service Levels), there is a KPI
                    Failure, Exult Supplier shall credit the Client with the
                    applicable Service Credit in accordance with the procedure
                    set out in Schedule C (Charges and Invoicing) and the Client
                    may at its option seek any other remedy set forth in this
                    Agreement, provided that:

                    (i)  the amount of such Service Credit shall be taken into
                         account when assessing any Award made to the Client
                         pursuant to any other remedy in relation to the default
                         resulting in the KPI Failure; and

                    (ii) the Client shall provide Exult Supplier with notice
                         that it intends to pursue such alternative remedy
                         within [***]* of recovery of the relevant Service
                         Credit from Exult Supplier in accordance with Schedule
                         C (Charges and Invoicing).

        3.4   PROJECTS

              The Client may from time to time request Exult Supplier by written
              notice to undertake a Project in accordance with the Change
              Control Management process and the procedures set out in Schedule
              H (Projects). Projects included within the scope of this Agreement
              at the Commencement Date, if any, are set out in Schedule H.
              Unless otherwise agreed, Projects will be charged at the Standard
              Rates.

        3.5   DISASTER RECOVERY

             3.5.1  In respect of each Process, Exult Supplier shall, from the
                    relevant Process Take On Date use and comply with the
                    existing BPA Disaster Recovery Plan (except to the extent
                    that Client has not provided Exult Supplier with a copy of
                    the existing BPA Disaster Recovery Plan) and shall within
                    [***]* of the Commencement Date develop and implement an
                    Exult Supplier Disaster Recovery Plan appropriate to the
                    provision of the Services. BPA makes no representation that
                    the BPA Disaster Recovery Plan is adequate for these
                    purposes and, therefore, Exult Supplier shall have no
                    liability for its failure to reinstate any of the Services
                    to the extent that it has complied with such plan. The Exult
                    Supplier Disaster Recovery Plan shall cover critical
                    personnel, operations, Systems and processing at facilities
                    used in the provision of the Services. Exult Supplier shall
                    maintain the Exult Supplier Disaster Recovery Plan and shall
                    conduct annual tests to ensure its effectiveness. Exult
                    Supplier shall consult with the Client in the preparation
                    and development of the Exult Supplier Disaster Recovery Plan
                    and the Regional Governance Panel shall use its reasonable
                    endeavours to agree any improvements to it. In the event
                    that such agreement is not reached within [***]* of the
                    proposal being made the improvement will be deemed to be
                    adopted and will be implemented in accordance with the
                    Change Control Management process.


             3.5.2  As part of the consultation process described in Clause
                    3.5.1, Exult Supplier shall provide the Client with copies
                    of the Exult Supplier Disaster Recovery Plan, including any
                    updates to such plan which are developed by Exult Supplier.



----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.



                                       5
<PAGE>   7

        3.6   COMPATIBILITY OF IT SYSTEMS


              It is the intention of the parties that the Systems and IT
              infrastructure, including the Exult IT Domain, Exult Systems and
              Future Systems, to be developed to support the provision of the
              Services shall be compatible with BPA's IT infrastructure and
              systems architecture existing at the Commencement Date (the
              "Existing IT Domain"). The parties will co-operate in good faith
              to ensure that this can be achieved so that the Leveraged
              Operations can be implemented with the minimum of disruption to
              the Existing IT Domain, provided that if either party considers
              that a change to the Existing IT Domain is necessary in order to
              allow the provision of the Services to the Service Levels and
              achieve Leveraged Operations then such change shall be implemented
              by way of the Change Control Management process.

        3.7   VALIDATION EXERCISE

             3.7.1  Following the Commencement Date, Exult Supplier and the
                    Client will work in co-operation to complete the Validation
                    Exercise in accordance with Schedule G.

             3.7.2  The costs of the Validation Exercise shall be dealt with in
                    accordance with Schedule C.

        3.8   PROCESS DESCRIPTIONS

             3.8.1  Exult Supplier shall maintain in an electronic format (where
                    possible) updated system documentation and procedures
                    providing a clear description of the Service Delivery Model
                    once the Services are delivered (the "Process
                    Descriptions").

             3.8.2  Exult Supplier shall provide the Client with access to such
                    Process Descriptions as reasonably requested by the Client.

4       EXCLUSIVITY

        The parties acknowledge that Exult Supplier will have an exclusive right
        to offer to provide Services and Underlying Technology to the Client in
        the United States of America save that the Client has the right to
        obtain human resources services (including the Services) directly from
        itself, from BPA, from a BPA Affiliate or from a third party in respect
        of:

        4.1   [***]*


        4.2   services received by the Client under Third Party Contracts which
              are not Transferred to Exult Supplier pursuant to Clause 7 (Third
              Party HR Contracts);


        4.3   services received by the Client under Sensitive Third Party
              Contracts pursuant to Clause 7 (Third Party HR Contracts);


        4.4   [***]*


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       6
<PAGE>   8

        4.5   [***]*


        4.6   any Affected Process in relation to which the Client has
              terminated this Agreement pursuant to Clause 15.5.1 (Suspension of
              a Process).


5       CLIENT OBLIGATIONS INCLUDING BPA RESPONSIBILITIES


        5.1   The Client shall perform its obligations under this Agreement,
              including, but not limited to, the BPA Responsibilities, in
              accordance with this Agreement.


        5.2   The Client shall arrange for the giving of timely approvals,
              management input, information and management review of issues as
              and when they are requested by Exult Supplier. The Client will
              provide Exult Supplier and its Employees and Subcontractors full
              and timely access to all staff relevant to the provision of the
              Services to the extent reasonably needed by Exult Supplier to make
              decisions in relation to, or to perform the Services. In the event
              that such access is not provided, Exult's Country Representative
              will advise the Client's Country Representative.

        5.3   The Client shall be responsible for establishing and maintaining
              its management policies and strategies, including, but not limited
              to, policies relating to the Client's human resources function.
              Exult Supplier shall have no responsibility for the establishment
              or maintenance of such policies.


        5.4   Exult Supplier shall not be liable for any delay or failure on its
              part to provide all or any of the Services or failure to perform
              its other obligations under this Agreement to the extent that this
              results from:


             5.4.1  a failure by the Client to meet any of the Client's
                    obligations under this Agreement, including, but not limited
                    to, BPA Responsibilities;


             5.4.2  errors, omissions or inadequacies in data, information or
                    instructions provided by the Client which Exult Supplier
                    relies on to provide the Services, but only to the extent
                    that Exult Supplier ought not to have been aware of any such
                    errors, omissions or inadequacies;


             5.4.3  the negligent acts or negligent omissions of the Client in
                    connection with this Agreement; or


             5.4.4  the Client preventing Exult Supplier from implementing the
                    agreed Exult Service Delivery Model by failing to fulfil its
                    obligations in respect of such implementation as set out in
                    this Agreement or as otherwise agreed between the parties.


        5.5   Exult Supplier shall notify the Client on becoming aware of the
              occurrence of any of the circumstances in Clause 5.4.1 to Clause
              5.4.4 that may cause a delay or failure and shall use reasonable
              endeavours to continue to provide the Services. To the extent that
              either party believes consequential changes to Services, Charges,
              Service Levels or any other obligations arising under the
              Agreement are necessary as a result of the Client's failure to
              meet its obligations, the matter shall be referred to the Regional
              Governance Panel

----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       7
<PAGE>   9

              which shall determine the changes, if any, that should be
              implemented in accordance with the Change Control Management
              process. If the Regional Governance Panel is unable to resolve
              this issue the matter shall be referred to an Arbitrator appointed
              pursuant to Clause 29.3 (Dispute Resolution).

6       TRANSFER ARRANGEMENTS


        6.1   CLIENT PREMISES


             6.1.1  The Client shall use its reasonable endeavours to make
                    available, or to procure that there is made available,
                    should Exult Supplier so reasonably request, Client Premises
                    to enable Exult Supplier to perform the Services.


             6.1.2  Exult Supplier shall occupy the Client Premises made
                    available to Exult Supplier in accordance with terms and
                    conditions of this Agreement and other terms which are
                    appropriate for those Client Premises as agreed between the
                    parties.


             6.1.3  Any charges charged by the Client to Exult Supplier for the
                    use of Client Premises shall be charged back to the Client
                    as Pass Through Costs. Any reasonable costs incurred by
                    Exult Supplier in vacating Client Premises and in
                    establishing alternative premises shall be charged to the
                    Client as Pass Through Costs.


        6.2   CLIENT ASSETS


             6.2.1  Without prejudice to Clause 19 (Intellectual Property), the
                    Client shall use its reasonable endeavours to transfer,
                    license, lease or otherwise make available, to the extent it
                    has the power to do so, the Client Assets (as agreed between
                    the parties pursuant to the Due Diligence Exercise and/or
                    Validation Exercise) to enable Exult Supplier to perform the
                    Services.


             6.2.2  Exult Supplier shall use Client Assets in accordance with
                    terms and conditions which are appropriate for those Client
                    Assets as agreed by the parties.


             6.2.3  Any Charges charged by the Client to Exult Supplier for the
                    use of Client Assets shall be charged back to the Client as
                    Pass Through Costs.


        6.3   EXULT SYSTEMS


             6.3.1  Licences in respect of Exult Systems shall be dealt with in
                    accordance with Clause 19.


             6.3.2  Subject to Clause 6.3.3 and Clause 19.6 (Licences of Exult
                    Supplier Intellectual Property on Termination), the licences
                    granted under Clause 6.3.1 shall be royalty free.


             6.3.3  Where the Exult Systems or Future Systems include software
                    or other material licensed from a third party for which such
                    third party generally charges a royalty to licensees, Exult
                    Supplier reserves the right to charge the Client such
                    royalty



                                       8
<PAGE>   10

                    in respect of such software or materials. Any such royalty
                    will be equivalent to the royalty sum Exult Supplier pays to
                    the third party in respect of the licence. Any such royalty
                    charged to the Client shall be charged as a Pass Through
                    Cost.


             6.3.4  Subject to Clause 6.3.5, Exult Supplier and the Client agree
                    to be bound by the terms of the Escrow Agreement in respect
                    of source code materials relating to the Exult Systems and
                    Future Systems other than standard commercially available
                    Third Party Systems, and Exult Supplier agrees to update
                    where possible the relevant source code materials held in
                    escrow, in accordance with the Escrow Agreement.


             6.3.5  In respect of those Systems to which Clause 6.3.4 applies
                    and which are licensed to Exult Supplier from a third party,
                    Exult Supplier shall before using such Systems in the
                    provision of the Services take reasonable steps to:


                    (i)  obtain the source code materials relating to such
                         Systems and place such materials in escrow in
                         accordance with Clause 6.3.4;


                    (ii) if this is not reasonably practicable, procure that the
                         source code materials be made available to the Client,
                         including in an escrow account on substantially the
                         same terms to those contained in Clause 6.3.4;


                    If (i) and (ii) are not reasonably practicable, the parties
                    shall discuss and agree on alternative arrangements to
                    obtain appropriate rights of access to the source code
                    materials.


             6.3.6  The parties agree that the Escrow Agreement referred to in
                    Clause 6.3.4 shall be entered into with NCC Escrow
                    International Limited ("NCC") and that the Escrow Agreement
                    should be based on the standard model Single Licensee (UK),
                    amended to reflect the parties requirements pursuant to
                    fulfilling the respective obligations under this and the
                    other Country Agreements. The parties intend the form of the
                    agreement should be substantially similar to that contained
                    in Schedule U and that if it is not possible to obtain such
                    agreement with NCC, the parties shall agree on a suitable
                    alternative escrow agent.


             6.3.7  Any costs associated with Exult Supplier's compliance with
                    Clauses 6.3.4, 6.3.5 and 6.3.6 shall be charged to the
                    Client as a Pass Through Cost.


        6.4   MISCELLANEOUS PROVISIONS RELATING TO THIRD PARTY CONTRACTS


             6.4.1  The Client shall procure, so far as is reasonably
                    practicable and subject to the provisions of Clause 8 (Front
                    End Consents), that Exult Supplier shall be entitled to the
                    benefit, subject to the burden, of the Client's or BPA's
                    interest in Third Party Contracts other than Third Party HR
                    Contracts which shall be dealt with in accordance with
                    Clause 7.

             6.4.2  All charges and expenses arising from the Third Party
                    Contracts transferred to



                                       9
<PAGE>   11

                    Exult Supplier (including Third Party HR Contracts) (to the
                    extent that the same relate to the Services) shall, subject
                    to Clause 8 (Front End Consents), be equitably apportioned
                    between the Client and Exult Supplier as at the date of the
                    Transfer.


7       THIRD PARTY HR CONTRACTS


        7.1   THIRD PARTY HR CONTRACTS


              Those contracts identified during the Due Diligence Exercise as
              potential Third Party HR Contracts are set out in Schedule D. The
              parties acknowledge that more potential Third Party HR Contracts
              may be identified during the term of the Agreement in which case
              such Third Party HR Contracts shall be added to Schedule D and be
              subject to the provisions of this Clause 7. It is the intention of
              the parties that, subject to the other provisions of this Clause,
              where practicable the responsibility for the provision of the
              services provided under Third Party HR Contracts should be
              Transferred to Exult Supplier either by termination of such Third
              Party HR Contracts or by an assignment or novation of such Third
              Party HR Contracts to Exult Supplier, and in any event upon the
              expiry of such Third Party HR Contracts. However, the parties
              recognise that this may not be practicable in all circumstances
              and have agreed that the following procedure shall apply to Third
              Party HR Contracts.


        7.2   THIRD PARTY CONTRACTS IN SCOPE


             7.2.1  As soon as practicable after any potential Third Party HR
                    Contracts are identified, the Regional Governance Panel:


                    (i)  shall consider and agree whether each such contract
                         falls within the scope of Services and is therefore a
                         Third Party HR Contract; and


                    (ii) [***]*


             7.2.2  Any disagreement between the parties in relation to Clause
                    7.2.1(i) shall be if possible resolved in accordance with
                    the provisions of Clause 7.8.


             7.2.3  [***]*

             7.2.4  Any Third Party HR Contract categorised by the Client as a
                    Sensitive Third Party Contract shall be retained within
                    Schedule D and dealt with in accordance with the following
                    provisions of this Clause 7.


        7.3   TRANSFER OF THIRD PARTY HR CONTRACTS


             7.3.1  On the expiry of any Third Party HR Contract other than a
                    Sensitive Third Party Contract (which shall be dealt with
                    under Clause 7.6), Exult shall take on responsibility for
                    the provision of the Services equivalent to the services


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       10
<PAGE>   12

                    previously provided under such Third Party HR Contract, and
                    the provisions of Clause 7.3.4, Clause 7.3.5 and Clause 7.7
                    will apply thereto.


             7.3.2  [***]*


             7.3.3  In the event of failure to agree pursuant to Clause 7.3.2,
                    the matter shall be referred to and if possible resolved in
                    accordance with the provisions of Clause 7.8.

             7.3.4  If the parties agree pursuant to Clause 7.3.2 or if it is
                    resolved pursuant to Clause 7.3.3 that the Third Party HR
                    Contract should be Transferred to Exult Supplier or if the
                    services previously provided by such Third Party HR Contract
                    are Transferred to Exult Supplier pursuant to Clause 7.3.1
                    then:

                    (i)  the parties shall agree on which category of cost
                         (being either Category A, B or C) the Third Party HR
                         Contract should be allocated to in accordance with
                         Schedule C and shall agree a suitable Contract Transfer
                         Plan; and

                    (ii) shall ensure that the Third Party HR Contract is
                         Transferred to Exult Supplier in accordance with such
                         Contract Transfer Plan in the most practical and
                         efficient manner and with the minimum of disruption to
                         the Client, the Participating Affiliates and to the
                         provision of the Services.

             7.3.5  Where the parties fail to agree whether a Third Party HR
                    Contract should be Transferred to Exult Supplier under
                    Clause 7.3.2 to Clause 7.3.5 inclusive, and Services
                    equivalent to the services previously provided by such Third
                    Party HR Contract are not Transferred to Exult Supplier
                    pursuant to Clause 7.3.1, such Third Party HR Contract shall
                    be retained by the Client until its expiry or earlier
                    termination and on the occurrence of either event the
                    provisions of Clause 7.3.1 shall apply.

        7.4   ADMINISTRATION OF THIRD PARTY HR CONTRACTS


             7.4.1  Where the parties agree pursuant to Clause 7.3.2 or Clause
                    7.3.3 that a Third Party HR Contract should be administered
                    by Exult Supplier the parties shall agree a suitable
                    Contract Transfer Plan and shall ensure that Exult Supplier
                    takes over administration of the Third Party HR Contract in
                    accordance with Clause 7.3.1 and such Contract Transfer
                    Plan, in the most practicable and efficient manner and with
                    the minimum of disruption to the Client, BPA, the
                    Participating Affiliates and to the provision of the
                    Services. The Contract Transfer Plan shall include the scope
                    of Exult Suppliers' responsibilities relating to its
                    administration role together with the Client's role and
                    responsibilities.


             7.4.2  Exult Supplier's duties with respect to Third Party HR
                    Contracts under this Clause 7.4 relating to any Benefit Plan
                    as defined in Schedule W shall be limited to (a) monitoring
                    the third party's performance in accordance with the terms
                    of the Third Party HR Contract and any other policies and
                    guidelines established by the appropriate fiduciaries of
                    such Benefit Plan, (b) reporting to the Client Country
                    Representative on the result of its monitoring activities
                    and (c) taking such action as directed by the Client Country
                    Representative with


----------
* Confidential treatment is requested for redacted portion. The confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       11
<PAGE>   13

                    respect to such Third Party HR Contract.


        7.5   MONITORING AND REVIEW OF THIRD PARTY HR CONTRACTS


              In the event that a Third Party HR Contract is not Transferred to
              Exult Supplier or administered by Exult Supplier, the parties,
              through the Regional Governance Panel, shall continue to monitor
              the Third Party HR Contract and work towards integrating Exult
              Supplier into the relationship with the third party with a view to
              Transferring the Third Party HR Contract or its administration to
              Exult Supplier when the parties agree it is appropriate to do so.


        7.6   SENSITIVE THIRD PARTY CONTRACTS


             7.6.1  [***]*


             7.6.2  In the case of Sensitive Third Party Contracts Transferred
                    by assignment or novation to Exult Supplier pursuant to
                    Clause 7.3.1 to Clause 7.3.5 inclusive, Exult Supplier
                    shall:

                    (i)  not terminate any such Sensitive Third Party Contract
                         without the prior written consent of the Client; and


                    (ii) not enter into a new contract with a third party in
                         relation to Services provided under any such Sensitive
                         Third Party Contract without the prior written consent
                         of the Client.


             7.6.3  Without prejudice to the Client's right under Clauses 4.1
                    and 4.3 to obtain such human resources services (including
                    the Services) directly from itself, from BPA, from a BPA
                    Affiliate or from a third party, in the event that the
                    Client wishes to Exult Supplier to provide any Special
                    Services, the provisions of Schedule W shall apply.


             7.6.4  [***]*


        7.7   USE OF CHANGE CONTROL


              Any changes to this Agreement, including the relevant Schedules
              which are required as a result of the Transfer, termination or
              expiry of any Third Party Contract or required as a result of
              Exult Supplier assuming or ceasing administration responsibilities
              in relation to any Third Party Contract, shall be dealt with in
              accordance with the Change Control Management process.


        7.8   FAILURE TO REACH AGREEMENT

              If the parties fail to reach agreement pursuant to Clause 7.2 to
              Clause 7.5 inclusive, the


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       12
<PAGE>   14

              matter shall be referred to the Regional Governance Panel in
              accordance with Clause 29.1.2 (Dispute Resolution) and thereafter,
              if possible, resolved in accordance with the provisions of Clause
              29.1.3, provided that the matter shall not be referred to an
              Expert or an Arbitrator in the event the BPA Vice President Group
              HR and Exult Chief Executive Officer have not been able to resolve
              the matter.


8       FRONT END CONSENTS


        8.1   Where the consent of any third party is required to provide to
              Exult Supplier the benefit of the arrangements under which the
              Client holds or uses any of the Client Assets, Third Party Systems
              or Third Party Contracts or such a consent is otherwise required
              to enable Exult Supplier to perform the Services in the manner
              contemplated by this Agreement, the Client shall use reasonable
              endeavours, to procure that such consent is granted or at the
              Client's option procure suitable alternative rights or services
              are provided to Exult Supplier to enable it to perform the
              Services. Exult Supplier shall use reasonable endeavours to
              cooperate in obtaining such consents or obtaining suitable
              alternative rights, including where necessary entering into new
              agreements or agreeing to comply with the terms of the relevant
              existing agreements. The use of reasonable endeavours shall not
              include the payment of any monies by any party, but where consent
              can only be obtained in return for the payment of an additional
              sum, the parties shall consider paying such sum if it appears the
              most cost effective way of proceeding. Any such payment shall be
              charged as a Pass Through Cost.


        8.2   Subject to Clause 8.1, if Exult Supplier does not have the right
              to use the Client Assets, Third Party Systems, or the benefit of
              the Third Party Contracts or any suitable alternative, Exult
              Supplier shall not be liable for any failure to provide that part
              of the Services to the extent that such failure results from the
              lack of such right or benefit, provided that Exult Supplier shall
              use reasonable endeavours to minimise the extent of such failure.


9       CHANGE CONTROL MANAGEMENT PROCESS


        Any changes to this Agreement shall be dealt with in accordance with the
        Change Control Management process set out in Schedule L.


10      CHARGES, INVOICING AND PAYMENT


        10.1  The Client shall pay the Charges to Exult Supplier in accordance
              with the provisions of this Agreement, including Schedule C. The
              Client shall pay all Charges invoiced by Exult Supplier regardless
              of, and without prejudice to, whether it disputes all or any of
              such invoice.


        10.2  Exult Supplier shall, on the Client's request, provide copies of
              all relevant accounts and records on which the calculations are
              based to demonstrate that the amounts invoiced have been properly
              calculated in accordance with the methodology set out in Schedule
              C and such other information as the Client may reasonably require
              to enable the Client to


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       13
<PAGE>   15


              assess the legitimacy of the Charges made pursuant to the
              provisions of Schedule C.

        10.3  The Client shall have the right to conduct an audit pursuant to
              Clause 12 (Audit) to verify the amount paid to Exult Supplier
              under Clause 10.1 and if the Audit reveals that any over payment
              has been made, the provisions of Section 14 of Schedule C (Charges
              and Invoicing) shall apply.


11      TAXES


        11.1  RESPONSIBILITY FOR TAXES


             11.1.1 Each party shall be solely responsible for all Taxes which
                    shall be properly and lawfully assessed or imposed on it by
                    any competent legal or fiscal authority in connection with
                    the carrying out of or receiving of the Services or
                    otherwise under this Agreement.


             11.1.2 Exult Supplier shall retain all necessary and reasonable Tax
                    information and documents as shall enable Exult Supplier to
                    comply with its obligations under Clause 11.1.1 for such a
                    period as may be required in the relevant jurisdiction, and
                    in any event not to be a period of less than 6 years.


             11.1.3 Exult Supplier shall be liable for all income Taxes which
                    shall be properly and lawfully assessed or imposed on Exult
                    Supplier by any competent authority in connection with the
                    carrying out of the Services under this Agreement. Exult
                    Supplier acknowledges that the Client is not and shall not
                    become liable to any taxes referred to in this Clause
                    11.1.3.


             11.1.4 Each party shall indemnify and keep indemnified the other
                    against all liabilities incurred by the other as a
                    consequence of its breach of any of the obligations under
                    Clause 11.1.1 and (in the case of Exult Supplier) under
                    Clauses 11.1.2 and 11.1.3.


        11.2  GROSSING UP FOR SALES TAXES


             11.2.1 Notwithstanding the provisions of Clause 11.1, all sums due
                    to Exult Supplier under this Agreement are exclusive of any
                    VAT, sales and use tax, and any other similar taxes which
                    apply or may from time to time be introduced, which shall be
                    charged thereon in accordance with the relevant regulations
                    in force at the time of making the taxable supply, and shall
                    be paid by [***]*


             11.2.2 Where required by the relevant fiscal regulations, invoices
                    shall show the relevant currency and any conversion of the
                    VAT, sales and use tax, or other similar taxes, into any
                    currency required to be shown in accordance with the
                    relevant fiscal regulations of the Country, or Countries
                    concerned.

----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       14
<PAGE>   16

             11.2.3 Exult Supplier shall (if required by the relevant fiscal
                    regulations of the Country concerned) in respect of this
                    Agreement be duly registered in the jurisdiction where the
                    Services are performed for the purposes of VAT or other
                    similar sales taxes where such registration is required.

             11.2.4 Exult Supplier shall indemnify the Client in respect of any
                    penalties and/or interest charges imposed by a competent tax
                    authority on the Client arising out of error or omission by
                    Exult Supplier in relation to VAT or other similar sales
                    taxes, provided that the Client notifies Exult Supplier
                    within 30 calendar days of such penalties and/or interest
                    charges being brought to the Client's attention by the
                    competent tax authority.

             11.2.5 WITHHOLDING TAXES

                    (i)  If the Client is properly and lawfully required by any
                         competent legal or fiscal authority in the Country to
                         withhold or deduct Withholding Tax on any amounts
                         payable under this Agreement to Exult Supplier it shall
                         cooperate reasonably with Exult Supplier, including by
                         forwarding the relevant withholding or deducting
                         certificate or certificates as soon as reasonably
                         practicable to Exult Supplier in respect of such
                         withholding or deduction so that Exult Supplier is able
                         to seek to recover from the relevant competent legal or
                         fiscal authority the amount so withheld or deducted.

                    (ii) Exult Supplier shall use reasonable endeavours to
                         mitigate the effect of any Withholding Tax imposed on
                         any payment under this Agreement by seeking to reduce
                         the rate of Withholding Tax by credit, off-set,
                         deduction, repayment or otherwise, or by eliminating
                         such Withholding Tax by making use of any applicable
                         double taxation treaties or similar provisions.

                    (iii) If the Client withholds or deducts Withholding Tax in
                         accordance with Clause 11.2.5(i) and Exult Supplier is
                         unable to mitigate the effect of any Withholding Tax as
                         set out in Clause 11.2.5(ii), the Client and Exult
                         Supplier shall agree an additional amount ("Additional
                         Amount") of cost to be included in Exult Return and
                         ROC. Such Additional Amount may be any amount
                         (including zero) agreed as reasonable by Exult Supplier
                         and the Client on a case by case basis (taking account,
                         inter alia, Exult Supplier's overall Tax position in
                         the Country or, if different, in its Country of Tax
                         residence) but shall not exceed such additional amount
                         as will result in receipt by Exult Supplier of more
                         than the full sum payable under this Agreement.


                    (iv) If there is any dispute in relation to any matter under
                         this Clause 11.2.5, the matter shall be referred to an
                         Expert appointed pursuant to Clause 29.2 (Dispute
                         Resolution). The costs of such Expert shall be borne
                         equally by the parties.


12      AUDIT

        12.1  The Client shall have the right at all reasonable times (in
              accordance with Clause 12.2) and on reasonable notice to audit
              (which for the avoidance of doubt includes inspection)



                                       15
<PAGE>   17

              Exult Systems, procedures, supporting documentation, financial and
              other books and records to the extent that they relate to the
              provision of the Services as shall be necessary in the reasonable
              opinion of the Client, to verify:

             12.1.1 that the methodology in Schedule C has been correctly
                    applied in determining the Charges to be allocated to the
                    Client;

             12.1.2 that the actual level of performance of the Services is the
                    same as the level of performance reported to the Client;

             12.1.3 that Exult Supplier has adequate Internal Controls in place;


             12.1.4 that the costs incurred and charged by Exult Supplier in
                    connection with the Winding Up Plan, the General Winding Up
                    Plan and the Validation Exercise are accurate;


             12.1.5 that the amount claimed by Exult Supplier in respect of any
                    Early Termination Payment is in accordance with Clause 17.2
                    (Termination for Convenience Payment); and

             12.1.6 Exult Supplier's compliance with any other obligation under
                    this Agreement.

        12.2  The audits referred to in Clause 12.1 may be carried out by the
              Client or its authorised representatives (the "AUDITOR"),
              including BPA, and may be undertaken [***]* at such time as the
              Client, reasonably requests or more frequently in exceptional
              circumstances as determined by the Regional Governance Panel. The
              Client, shall use reasonable endeavours to conduct any such audits
              in a manner which will result in the minimum of inconvenience to
              Exult Supplier including, but not limited to, conducting such
              audit in conjunction with Exult Supplier's own internal and/or
              external audits where practicable.


        12.3  Where the Client exercises its rights under Clause 12.1, and where
              the Auditor has access to any Exult Confidential Information or
              third party confidential information, the Auditor shall enter into
              a separate confidentiality agreement with respect to that
              confidential information with Exult Supplier and/or, at Exult
              Supplier's election, with the third party prior to such exercise
              by the Client. No Auditor shall be selected without the prior
              written consent of Exult Supplier as to the identity of the
              Auditor, such consent not to be unreasonably withheld or delayed.


        12.4  Exult Supplier shall provide the Auditor reasonable access to
              Employees, Subcontractors, documents, records and systems relating
              to the provision of the Services and shall provide the Auditor
              with routine assistance in connection with the audits. The Auditor
              shall have the right to copy and retain copies of any relevant
              records solely for the purposes of conducting the audit and
              subject to the applicable confidentiality obligations.


        12.5  Any amounts agreed as a result of the audit to have been
              incorrectly charged by Exult Supplier shall be adjusted in the
              next regular payment by the Client in accordance with Schedule C
              (Charges and Invoicing).


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       16
<PAGE>   18

        12.6  In the event that there is any Dispute relating to any report
              produced pursuant to any audit carried out under the provisions of
              Clause 12.1, the matter shall be referred to an Expert appointed
              pursuant to Clause 29.2 (Dispute Resolution). [***]*


        12.7  Exult Supplier shall use reasonable endeavours to seek to obtain
              for the Client the right to audit on terms equivalent to those
              contained in this Clause 12 the relevant documents, records and
              Systems of Exult, Exult Affiliates and any Subcontractors.


        12.8  Exult Supplier and the Client shall [***]* costs with respect to
              any audits carried out pursuant to this Clause 12.


        12.9  Exult Supplier shall make available all books of account and
              records held on behalf of the Client and relating to the provision
              of the Services by Exult Supplier to the internal and external
              auditors of the Client for the purposes of performing any
              statutory or regulatory audit in relation to the Client.


        12.10 The audit rights contained in this Clause 12 shall survive the
              termination or expiry of this Agreement for a period of [***]*
              from the date of such expiry or termination.


13      KEY PERSONNEL


        13.1  Exult Supplier shall ensure, to the extent that it is within its
              reasonable control, that the Key Employees are actively involved
              in supplying the Services for the minimum period specified in
              Schedule I (Employees) in relation to each Key Employee and shall
              not replace any Key Employees with another person during that
              period unless the parties agree that the relevant Key Employees
              need no longer be actively involved in the provision of the
              Services.


        13.2  The Client shall, to the extent that it is within its reasonable
              control, ensure that the BPA Key Employees are actively involved
              in fulfilling the Client's obligations under this Agreement for
              the minimum period's specified in Schedule I (Employees) in
              relation to each BPA Key Employee. The Client shall not replace
              any BPA Key Employees with another person during that period
              unless the parties agree that the relevant BPA Key Employees no
              longer needs to be actively involved in the performance of this
              Agreement.


14      TERMINATION


        14.1  TERMINATION ON WINDING UP OR DEFAULT


              Either the Client or Exult Supplier may at any time by notice in
              writing terminate this Agreement as from, subject to Clause 14.7,
              the date of giving such notice to terminate if:

             14.1.1 in the case of the Client, Exult Supplier or in the case of
                    Exult Supplier, the Client passes a resolution or the court
                    makes an order that it be wound up otherwise than for the
                    purposes of a reconstruction or amalgamation, or a receiver
                    manager or administrator on behalf of a creditor is
                    appointed in respect of the other party's business, or
                    circumstances arise which would entitle a creditor to
                    request that a court appoint a receiver, manager or
                    administrator or

----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       17
<PAGE>   19

                    which would entitle the court otherwise than for the purpose
                    of a bona fide reconstruction or amalgamation to make a
                    winding-up order, or the other party is unable to pay its
                    debts within the meaning of Section 123 of the UK Insolvency
                    Act 1986 or its relevant foreign jurisdiction;

             14.1.2 in the case of the Client, Exult Supplier or in the case of
                    Exult Supplier, the Client, is in Default and the party in
                    Default fails to remedy or compensate for the Default within
                    [***]* of a written notice from the other party specifying
                    the Default and requiring its remedy; or

             14.1.3 in the case of the Client if there are:

                    [***]*

        14.2  TERMINATION FOR CONVENIENCE


              The Client may, subject to Clause 17.2 (Termination for
              Convenience Payment), terminate this Agreement by giving Exult
              Supplier [***]* prior written notice, such notice not to take
              effect before [***]* where no Winding Up Plan is implemented or on
              such later date as is determined in accordance with Clause 14.7.


        14.3  TERMINATION ON TERMINATION OF FRAMEWORK AGREEMENT


              This Agreement shall, subject to Clause 14.7, terminate upon the
              termination or expiry of the Framework Agreement.


        14.4  TERMINATION ON NOTICE AFTER THE INITIAL PERIOD


              The Client may terminate this Agreement by giving not [***]*
              notice to Exult Supplier such notice to take effect, subject to
              Clause 14.7, on the expiry of the Initial Period.


        14.5  TERMINATION FOR FORCE MAJEURE

              If an event of Force Majeure arises which cannot be readily
              resolved and continues for a period of 6 months which materially
              prevents or hinders the performance of material obligations under
              this Agreement in relation to one or more Processes then either
              party may at any time by notice terminate this Agreement in
              relation to the Process or Processes affected by the Force Majeure
              event as from, subject to Clause 14.7, the date of giving such
              notice. In the event of a partial termination of this Agreement in
              accordance with this Clause 14.5, the provisions of this Agreement
              relating to termination for Force Majeure and the consequences of
              termination, including Winding Up Assistance shall apply (but only
              to the extent of the Process or Processes affected by the Force
              Majeure event).

        14.6  TERMINATION FOR CHANGE OF CONTROL

              The Client may at any time by notice terminate this Agreement as
              from, subject to Clause 14.7, the date of giving such notice if
              there is a Change of Control of Exult


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       18
<PAGE>   20


              Supplier, provided that such notice is given [***]* of Exult
              Supplier notifying the Client of such Change of Control.

        14.7  EXTENSION OF TERM FOR WINDING UP PLAN

              Any date for the termination of this Agreement provided in this
              Clause 14 shall be subject to any extension agreed or determined
              by the parties pursuant to the Winding Up Plan.


        14.8  NOTIFICATION TO REGIONAL REPRESENTATIVES


              The Client or Exult Supplier, as the case may be, will wherever
              practicable inform the Regional Representatives in writing [***]*
              prior to giving notice under Clause 14.1 or 14.2, provided that
              failure to give such notice shall not affect the Client's or Exult
              Supplier's right to terminate the Agreement.


        14.9  PRESERVATION OF RIGHTS OF ACTION


              Any termination or expiry of this Agreement shall, subject to
              Clause 34.12 (Legal Proceedings), be without prejudice to and
              shall not affect any right of action or remedy which shall have
              accrued or shall thereafter accrue under the terms of this
              Agreement.


15      SUSPENSION OF A PROCESS

        15.1  [***]*

        15.2  [***]*

        15.3  [***]*

        15.4  As soon as it can be demonstrated to the reasonable satisfaction
              of the Regional Governance Panel that the Default has been
              remedied and a plan has been agreed between the parties for
              reinstatement of the Affected Process, the Client will by notice
              terminate the suspension and reinstate Exult Supplier's provision
              of the Affected Process.

        15.5  If, at the end of the suspension period, it has not been
              demonstrated to the reasonable satisfaction of the Regional
              Governance Panel that the Default has been remedied the Client
              shall either:-


             15.5.1 serve written notice on Exult Supplier to terminate this
                    Agreement in relation to the Affected Process with immediate
                    effect; or


             15.5.2 reinstate Exult Supplier's provision of the Affected Process
                    in accordance with an agreed plan for reinstatement and
                    resume the payment of Charges relating to the Affected
                    Process.


        15.6  In the event that Exult Supplier's provision of the Affected
              Process is reinstated in accordance with Clauses 15.4 and 15.5.2,
              Exult Supplier shall only be responsible for meetingService
              Levels, including KPIs, applicable to the Affected Process once
              Exult


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       19
<PAGE>   21

              Supplier has resumed the provision of the Affected Process for a
              period in excess of [***]*


        15.7  In the event of a partial termination of this Agreement in
              accordance with Clause 15.5.1, the provisions of this Agreement
              relating to termination for Default and consequences of
              termination, including Winding Up Assistance shall apply (but only
              to the extent of the Affected Process), and [***]*

        15.8  In the event of suspension pursuant to Clause 15.2, Exult Supplier
              shall offer to grant or to procure the grant of a licence in the
              terms set out in Clause 19.6 and shall give the Client, BPA and
              its Affiliates and its contractors such access to and use of the
              Client Assets, Exult Proprietary Systems and Future Systems and
              any other resources then being used to provide the Affected
              Process as the Client may reasonably require in order to provide
              for itself or procure the Affected Process through a third party
              in accordance with Clause 15.2; provided that in exercising its
              rights, the Client shall seek to minimise the disruption to Exult
              Supplier's other business. In this Clause 15.8, any contractor
              employed by the Client during the suspension period shall be
              deemed to be a Successor Operator for the purposes of the
              application of Clause 19.6. Any licence and/or access rights
              granted pursuant to this Clause 15.8 shall apply solely for the
              suspension period.

        15.9  The remedies of the Client under this Clause 15 may be exercised
              in respect of any one or more Defaults of this Agreement by Exult
              Supplier.

16      WINDING UP ASSISTANCE

        16.1  [***]* prior to the Framework Expiry Date or on notice of
              termination of this Agreement at the request of BPA:

             16.1.1 the parties will promptly meet and develop and agree the
                    Winding Up Plan to provide an orderly transitioning of the
                    Services provided under the Agreement to the Successor
                    Operator(s), including, but not limited to, the orderly
                    transitioning of support and maintenance in respect of Exult
                    Systems and Future Systems; and


             16.1.2 Exult Supplier shall co-operate fully with the Client, BPA
                    and the Participating Affiliates to implement the Winding Up
                    Plan, to minimise the cost and disruption of termination to
                    the Client, BPA and the Participating Affiliates and to
                    facilitate the orderly transitioning of the Services from
                    Exult Supplier to Successor Operator in accordance with the
                    provisions of this Agreement.


        16.2  The Winding Up Plan is to cover the period [***]* from the earlier
              of (i) the Expiry Date; and (ii) the date of giving notice of
              termination of this Agreement.

        16.3  In the event that the parties fail to agree the Winding Up Plan
              within [***]* of first meeting in accordance with Clause 16.1, the
              matter shall be referred to the informal Dispute Resolution
              Procedure pursuant to Clause 29.1, and, if necessary, to an Expert
              in accordance with Clause 29.2. The costs of such Expert shall be
              borne equally by the parties.


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       20
<PAGE>   22

        16.4  Exult Supplier shall provide all assistance reasonably required by
              the BPA Regional Project Leader or the Client for, or in
              connection with, the Winding Up Plan and/or to ensure an orderly
              migration of the obligations of Exult Supplier (including the
              provision of the Services) to a Successor Operator for the period
              of the Winding Up Plan.

        16.5  Exult Supplier shall develop a Service Delivery Description and
              shall deliver it to the BPA Regional Representatives and the
              Client as soon as reasonably practical after first meeting to
              develop and agree the Winding Up Plan. It will include up-to-date
              process flowcharts and any other documentation reasonably
              necessary to provide the BPA Regional Representatives and the
              Client with a clear understanding of how the Services are
              delivered and to enable the Client or Successor Operator to take
              over the provision of the Services and to maintain and develop the
              Service Delivery Model.

        16.6  BPA and the Client shall have the right, through their employees
              and/or Successor Operator, if applicable, to interface with Exult
              Supplier, Employees and Subcontractors to gain such an
              understanding of and familiarity with the systems documentation
              and processes used in providing the Services to enable their
              employees or a Successor Operator to provide services equivalent
              to the Services.

        16.7  In the event of a termination pursuant to Clause 14.3 (Termination
              of the Framework Agreement), the Winding Up Plan will be subject
              to and determined by the General Winding Up Plan.

        16.8  The parties shall continue to perform their obligations in
              accordance with this Agreement during the period of the Winding Up
              Plan except as expressly provided in the Winding Up Plan,
              provided, however, that the obligations set forth in the following
              Clauses shall not apply during the period of the Winding Up Plan:
              Clauses 4, 7, 13 and 22.

17      FINANCIAL CONSEQUENCES OF TERMINATION

        17.1  WINDING UP ASSISTANCE

             17.1.1 The Client shall bear it's own costs and the reasonable
                    charges and expenses of Exult Supplier (which shall be based
                    on the Standard Rates) incurred in connection with the
                    Winding Up Assistance, including the preparation and
                    production of the Service Delivery Description, provided
                    that, for the avoidance of doubt, this will not prevent the
                    Client from seeking to recover damages in respect of any
                    loss it suffers pursuant to any termination of this
                    Agreement (i) as a result of Exult Supplier's Default,
                    pursuant to Clause 14.1; or (ii) pursuant to Clause 14.3 on
                    the termination of the Framework Agreement as a result of
                    Exult's Default.


             17.1.2 Exult Supplier shall invoice in respect of charges and
                    expenses due pursuant to Clause 17.1.1 on a monthly basis
                    and such invoices shall be paid within 30 days of receipt of
                    an invoice in respect of such costs.


        17.2  TERMINATION FOR CONVENIENCE PAYMENT

             17.2.1 In the event of the termination of this Agreement by the
                    Client pursuant to Clause 14.2 (Termination for
                    Convenience), the Client shall pay to Exult



                                       21
<PAGE>   23

                    Supplier the Early Termination Payment [***]* of an invoice
                    together with copies of all relevant accounts and records on
                    which the calculations are based to demonstrate that the
                    amount has been properly calculated in accordance with the
                    methodology in Schedule C.

             17.2.2 The Client shall have the right to conduct an audit pursuant
                    to Clause 12 (Audit) to verify the amount paid to Exult
                    Supplier under Clause 17.2.1 and if the audit reveals that
                    any over payment has been made, the provisions of Section 14
                    of Schedule C shall apply.

             17.2.3 Notwithstanding Clauses 17.2.1 and 17.2.2, if the Client
                    reasonably disputes the amount claimed by Exult Supplier
                    under Clause 17.2.1, then the dispute will be referred to
                    the informal Dispute Resolution Procedure in accordance with
                    Clause 29.1 and in the event the parties fail to agree the
                    Dispute shall be referred to an Expert for resolution, such
                    Expert to be appointed in accordance with Clause 29.2.

        17.3  THIRD PARTY CONTRACTS

             17.3.1 GENERAL

                    Notwithstanding the other provisions of this Clause 17.3, on
                    the termination of this Agreement for any reason, any
                    financial consequences arising or flowing from any Exult
                    Third Party Contracts or the termination of any such Exult
                    Third Party Contracts:

                    (i)  the duration of which Exult Supplier has agreed to
                         extend beyond the Expiry Date; and


                    (ii) the terms and conditions of which have not been
                         approved in writing by the BPA Regional Representative
                         prior to the entering into or extension of such Exult
                         Third Party Contracts,


                    shall, subject to Clauses 17.3.5 and 17.3.6, be borne in
                    their entirety by Exult Supplier.


             17.3.2 TERMINATION FOR EXULT SUPPLIER'S DEFAULT


                    On the termination of this Agreement by the Client pursuant
                    to Clause 14.1 (Termination on Winding Up or Default), any
                    financial consequences arising or flowing from any Exult
                    Third Party Contracts or the termination of any such Exult
                    Third Party Contracts shall, subject to Clause 17.3.4
                    (Mitigation), be borne in their entirety by Exult Supplier.


             17.3.3 TERMINATION FOR ANY OTHER REASON


                    On the termination of this Agreement for any reason other
                    than by the Client pursuant to Clause 14.1 (Termination on
                    Winding Up or Default) any financial consequences arising or
                    flowing from any Exult Third Party Contracts or the


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       22
<PAGE>   24

                    termination of any such Exult Third Party Contract shall,
                    subject to Clause 17.3.4 (Mitigation) and Clause 17.3.5, be
                    borne in their entirety by the Client.

             17.3.4 MITIGATION

                    The parties each agree to take reasonable steps to mitigate
                    costs arising on termination of this Agreement, and agree
                    that where either party is able to make use of the Exult
                    Third Party Contracts, in whole or in part, for itself, its
                    Affiliates or another client, it shall use reasonable
                    endeavours to do so and the other party's obligation in
                    relation to any Exult Third Party Contracts shall extend
                    only to that element of cost of the Exult Third Party
                    Contracts which remains unused.

             17.3.5 Exult Supplier further agrees that for a period of [***]*
                    the date of termination of this Agreement if, subsequent to
                    being reimbursed by the Client under this Clause 17, Exult
                    or an Exult Affiliate or their clients use the whole or part
                    of the Exult Third Party Contract for which Exult Supplier
                    has been previously reimbursed by the Client, Exult Supplier
                    shall refund to the Client such portion of the reimbursement
                    which represents the use by Exult, Exult Affiliate or their
                    clients of such Exult Third Party Contract.

             17.3.6 EMPLOYEES

                    The termination costs associated with Employees shall be
                    dealt with in accordance with Schedule J (Employee Transfer
                    Arrangements).

        17.4  ASSETS

              On termination or expiration of this Agreement, the Client shall
              have the option and in certain circumstances the obligation to
              purchase Exult Assets at the written down book value as set out in
              Clause 18.2 (Transfer Arrangements on Termination - Exult Assets).

18      TRANSFER ARRANGEMENTS ON TERMINATION

        18.1  CLIENT PREMISES

              Exult Supplier shall vacate any Client Premises on or before the
              termination or expiry of this Agreement, provided that Client
              Premises or rights to Client Premises transferred to Exult
              Supplier pursuant to Clause 6.1 shall, on termination or expiry of
              this Agreement, be dealt with in accordance with Clause 18.2.


        18.2  EXULT ASSETS


             18.2.1 On the termination of this Agreement for all other reasons
                    than by the Client pursuant to Clause 14.1 (Termination on
                    Winding Up or Default). Exult Supplier shall offer to sell
                    to the Client or its nominee and the Client shall or shall
                    cause its nominee to, subject to Clause 18.2.3, purchase the
                    Exult Assets at the


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       23
<PAGE>   25


                    written down book value as at termination or expiry.


             18.2.2 On the termination of this Agreement by the Client pursuant
                    to Clause 14.1 (Termination on Winding Up or Default), Exult
                    Supplier shall offer to sell to the Client or its nominee
                    the Exult Assets (at the written down book value as at
                    termination or expiry), but the Client shall not be obliged
                    to purchase such Exult Assets.


             18.2.3 The parties agree to take reasonable steps to mitigate costs
                    arising from or in connection with the Exult Assets on
                    termination or expiry of this Agreement and the parties
                    agree that where a party is able to make use of an Exult
                    Asset for itself, its Affiliates or another client it shall
                    use reasonable endeavours to do so at the request of the
                    other party.

             18.2.4 Exult Supplier further agrees, at the Client's cost, to
                    co-operate in the relocation of any Exult Assets to be
                    purchased by the Client pursuant to this Clause, provided
                    that for the avoidance of doubt this will not prevent the
                    Client from seeking to recover damages in respect of any
                    loss it suffers pursuant to any termination of this
                    Agreement as a result of Exult Supplier's Default.


             18.2.5 On expiry of this Agreement Exult Supplier shall offer to
                    transfer ownership of any fully amortised Exult Assets to
                    the Client at no cost.


        18.3  SYSTEMS


              On the termination or expiry of this Agreement for any reason:


             18.3.1 LICENCES

                    All licences and all other rights to any Systems shall be
                    dealt with in accordance with Clause 19.


             18.3.2 ESCROW

                    Exult Supplier shall, on Client's written request, provide
                    the Client with a copy of any source code materials held in
                    escrow pursuant to Clause 6.3.4.


             18.3.3 RETURN OF CLIENT SYSTEMS AND MATERIALS

                    As soon as reasonably practicable following the termination
                    or expiry of this Agreement, Exult Supplier shall return to
                    the Client all Client Systems, Materials and Client
                    Information subject to the Exult Supplier having the right
                    to retain a copy of such Client Systems, Materials and
                    Client Information for compliance with applicable laws,
                    professional standards or quality assurance purposes.


        18.4  THIRD PARTY CONTRACTS

              On the termination or expiry of this Agreement, the parties shall,
              subject to Clause 17.3 (Third Party Contracts) and at the Client's
              option and request, use reasonable endeavours to transfer or
              assign all, or in the case of Exult Third Party Contracts which
              are not used solely to provide the Services to the Client, the
              relevant parts of, Exult Third

                                       24
<PAGE>   26
              Party Contracts entered into by Exult Supplier to provide the
              Services to the Client, BPA, a Participating Affiliate or a
              Successor Operator, as the Client may direct.


        18.5  EMPLOYEES


              The transfer of Employees on termination or expiry shall be dealt
              with in accordance with Schedule J (Employee Transfer
              Arrangements).


        18.6  BACK END CONSENTS


              Where the consent of any third party is required to enable Exult
              Supplier to provide the Client or Successor Operator, with the
              benefit of the arrangements under which Exult Supplier holds or
              uses any Exult Assets, Third Party Systems or Third Party
              Contracts or such a consent is otherwise required to enable the
              Client, or Successor Operator to take over the provision of the
              Services from Exult Supplier in the manner contemplated by this
              Agreement, Exult Supplier shall use reasonable endeavours, to
              procure that such consent is granted or at Exult Supplier's
              option, procure suitable alternative rights or services are
              provided to the Client or Successor Operator to enable it to
              perform the Services. The Client shall use reasonable endeavours
              to co-operate in obtaining such consents or obtaining suitable
              alternative rights, including where necessary entering into new
              agreements or agreeing to comply with the terms of the relevant
              existing agreements. The use of reasonable endeavours shall not
              include the payment of any monies by any party, but where consent
              can only be obtained in return for the payment of an additional
              sum, the parties shall consider paying such sum if it appears the
              most cost effective way of proceeding. Any such payment shall be
              charged as a Pass Through Cost.


19      INTELLECTUAL PROPERTY RIGHTS


        19.1  CLIENT INTELLECTUAL PROPERTY


              All Intellectual Property Rights subsisting in or relation to
              Client Assets, Client Information, Client Systems, Materials and
              the BPA Service Delivery Model (collectively, the "Client
              Intellectual Property") shall (as between the parties) belong to
              and be vested in BPA or the relevant BPA Affiliate or their
              respective licensors as appropriate.


        19.2  EXULT SUPPLIER INTELLECTUAL PROPERTY


              All Intellectual Property Rights subsisting in or relation to
              Exult Systems, Future Systems, Work Product, and the Exult Service
              Delivery Model (collectively, the "Exult Supplier Intellectual
              Property") shall (as between the parties) belong to and be vested
              in Exult Supplier, Exult Participating Affiliates or their
              respective licensors as appropriate.

        19.3  LICENCE OF CLIENT INTELLECTUAL PROPERTY


              The Client hereby grants to Exult Supplier (or, in the case of
              Client Intellectual Property licensed to the Client, to the extent
              that such grant is not within its power, shall use reasonable
              endeavours to procure the grant to Exult Supplier of) a worldwide,
              non-



                                       25
<PAGE>   27

              exclusive, unlimited user, royalty free licence to use and the
              right to sublicence to subcontractors, the Client Intellectual
              Property solely for the purposes of providing the Services to the
              Client under this Agreement.


        19.4  LICENCE OF EXULT SUPPLIER INTELLECTUAL PROPERTY


              Exult Supplier hereby grants to the Client (or, in the case of
              Exult Supplier Intellectual Property licensed to Exult Supplier by
              third parties to the extent that such grant is not within its
              power, shall use reasonable endeavours, to procure the grant to
              the Client of) a worldwide non-exclusive, unlimited user licence,
              together with a right to sub-license to third parties, to use the
              Exult Supplier Intellectual Property or any physical material
              created as a result of the use of the same in connection with the
              supply of the Services to the extent necessary to enable the
              Client to receive the benefit of the Services.


        19.5  LICENCES OF CLIENT INTELLECTUAL PROPERTY ON TERMINATION


              On expiration or termination of this Agreement for any reason, the
              licences granted pursuant to Clause 19.3 shall automatically
              terminate.


        19.6  LICENCES OF EXULT SUPPLIER INTELLECTUAL PROPERTY ON TERMINATION

              On expiration or termination of this Agreement for any reason,
              Exult Supplier shall offer to, and at the Client's option, grant
              to the Client or Successor Operator (or, in the case of Exult
              Supplier Intellectual Property licensed to Exult Supplier from a
              third party, use reasonable endeavours for the provision of
              services substantially similar to the Services under similar
              economic arrangements ) to procure the grant to the Client, BPA
              and the BPA Affiliates or Successor Operator of) a worldwide,
              perpetual, irrevocable, non-exclusive, unlimited user licence
              (which shall be at the lesser of the standard market rates and the
              lowest royalty Exult Supplier charges to other licensees for
              similar licences for the provision of services substantially
              similar to the Services provided under similar economic
              arrangements to use, modify and enhance any Exult Supplier
              Intellectual Property used for the provision of the Services in
              the [***]* immediately before the termination or expiry of this
              Agreement, with a right to grant sub-licences to Successor
              Operators, subject to Exult Supplier's prior consent to the
              identity of such Successor Operator for the purpose of being a
              sub-licensee of such Exult Supplier Intellectual Property and the
              terms of such sub-licence, such consent not to be unreasonably
              withheld or delayed. Such licence shall be for use solely in
              connection with the provision of services comparable to the
              Services for the Client and Participating Affiliates.

        19.7  ROYALTIES

              In the event that Exult Supplier exploits by way of assignment,
              license or otherwise, any Exult Supplier Intellectual Property
              which has been developed by way of a Project under this Agreement
              and such development was funded by the Client, then Exult Supplier
              shall pay to the Client royalties in respect of the benefits
              received from such exploitation. The royalty payable in each case
              shall be determined as part of the implementation of the Project
              pursuant to Schedule L and Schedule H.


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       26
<PAGE>   28

        19.8  CLIENT'S RIGHT TO USE SYSTEMS ON TERMINATION

              In order to ensure that Exult Supplier is able to fulfil its
              obligations to provide the licence under Clause 19.6, where a
              System is to be developed specifically for the Client by Exult
              Supplier using the services of a third party ("Developed System")
              Exult Supplier shall before using such Developed System in the
              provision of the Services:


             19.8.1 take reasonable steps to obtain ownership rights in the
                    Developed System including obtaining any necessary
                    assignment of such rights from third parties; or


             19.8.2 if Clause 19.8.1 is not reasonably practicable, take all
                    steps to procure a licence for itself substantially in the
                    form set out in Clause 19.6 for such Developed Systems; and


             19.8.3 to the extent the steps described in Clauses 19.8.1 and
                    19.8.2 are not reasonably practicable, discuss and agree
                    with Client alternative arrangements to ensure Client can
                    continue to use the Developed System on termination or
                    expiry of this Agreement.


20      CONFIDENTIALITY


        20.1  All Confidential Information communicated in connection with the
              negotiation, preparation and performance of this Agreement was and
              shall be received in confidence, used only for the purposes, and
              within the duration, of this Agreement, and shall be protected in
              the same manner as the party receiving such Confidential
              Information protects its own Confidential Information, but in any
              event in not less than a reasonable manner, except for
              Confidential Information which:


             20.1.1 is or becomes generally available to the public other than
                    as a result of a breach of this Clause 20;


             20.1.2 is acquired from a third party who owes no obligation of
                    confidence to the disclosing party in respect of the
                    Confidential Information;


             20.1.3 is independently developed by the receiving party without
                    the use of the disclosing party's Confidential Information;


             20.1.4 the receiving party is required by law to disclose;


             20.1.5 is already known by the receiving party at the time of its
                    receipt (as evidenced by its written records); or

             20.1.6 is agreed by the Client and Exult Supplier from time to time
                    to be excluded.


             Provided always that:


             20.1.7 the onus shall be on the party disclosing the information
                    pursuant to Clauses



                                       27
<PAGE>   29

                    20.1.1 to 20.1.6 to prove through the use of documentary
                    evidence that the information fell within one of Clauses
                    20.1.1 to 20.1.6 otherwise than through unauthorised
                    disclosure by that party; and


             20.1.8 if either party (the "disclosing party") is required to make
                    a disclosure in accordance with Clause 20.1.4, it will, if
                    it is not prohibited by law from doing so, provide the other
                    party with prompt notice of any such requirement or request
                    to disclose any such Confidential Information so that the
                    non disclosing party may seek an appropriate order. The
                    disclosing party shall provide the other party with all
                    necessary assistance in any action taken by the other party
                    to obtain an appropriate order including an order providing
                    that the information does not have to be disclosed, an
                    appropriate protection order or other reliable assurance
                    that confidential treatment will be accorded the information
                    that the disclosing party is required to disclose.


        20.2  Any party disclosing any Confidential Information to any agent or
              subcontractor shall obtain or have obtained from the authorised
              agent or subcontractor a signed confidentially undertaking which
              the party disclosing reasonably believes offers adequate
              protection in relation to the matters contained in Clause 20.1.
              The parties agree that no Confidential Information will be
              disclosed after the expiry or termination of this Agreement unless
              such Confidential Information comes within one of the exceptions
              in Clauses 20.1.1 to 20.1.6.


        20.3  Upon the expiration or termination of this Agreement, all
              Confidential Information made available by one party to the other
              pursuant to this Agreement, including any copies thereof, shall be
              either returned to the disclosing party or destroyed pursuant to
              the request of such disclosing party. The Client and Exult
              Supplier may retain, however, subject to the terms of this Clause
              20 and Clause 19 (Intellectual Property Rights), copies of the
              Confidential Information required for, in the case of Exult
              Supplier compliance with applicable laws, professional standards
              or quality assurance purposes, and in the case of BPA their
              continuing operations or internal business purposes.


        20.4  The obligations of each party in relation to Confidential
              Information contained in this Clause 20 shall survive the
              termination or expiry of this Agreement indefinitely.


        20.5  Each party shall procure that its employees, subcontractors,
              agents and Affiliates comply with this Clause 20 and shall, at the
              request of the other party provide appropriate assurance of such
              compliance and for the avoidance of doubt, Clause 12 (Audit) shall
              apply to such obligation.


21      DATA PROTECTION AND SECURITY

        21.1  Each party shall and shall procure that its Affiliates comply in
              all respects with the data processing obligations contained in
              Schedule Q and with all relevant laws relating to the holding,
              processing and protection of data.


        21.2  Exult Supplier shall maintain the integrity of all Client
              Information and keep such



                                       28
<PAGE>   30

              information logically separate from any information and/or data
              relating to third parties and shall procure that such information
              shall not be disclosed to any third party. Such information shall
              be used solely for the purposes of providing the Services and
              Exult Supplier shall procure that no third party shall obtain
              access to such information at any time other than its authorised
              Employees and Subcontractors and other third parties with the
              Client's prior consent.


        21.3  If Exult Supplier becomes aware that it has received Client
              Information which is not required to provide the Services, Exult
              Supplier shall promptly inform the Client and return such
              information to the Client on request without keeping copies of the
              same.


        21.4  Client Information shall remain the property of BPA or the
              respective BPA Affiliates, as the case may be. Exult Supplier
              shall provide BPA and/or the Participating Affiliates, as the case
              may be, with a copy of any part of the Client Information that BPA
              and/or the Participating Affiliates may, from time to time,
              reasonably demand.


        21.5  Exult Supplier shall and shall procure that its Employees and
              Subcontractors shall develop, document and implement and at all
              times maintain reasonable safeguards against the theft,
              destruction, loss, wrongful use, disclosure, corruption or
              alteration of Client Information in the possession or within the
              control or responsibility of Exult Supplier, which safeguards are
              subject to the Client's review and audit and which are at levels
              no less rigorous than the safeguards maintained by the Client
              immediately prior to the Commencement Date as such levels are
              established by each Due Diligence Exercise or as otherwise agreed
              by the Client and Exult Regional Project Leaders.


        21.6  Exult Supplier shall use reasonable endeavours to prevent computer
              viruses from being introduced by the Employees and Subcontractors
              onto or into any of the IT and communications equipment used by
              Client, the Participating Affiliates and their respective
              employees, agents or contractors.


22      CONTRACT AND SERVICE MANAGEMENT


        22.1  MANAGEMENT OF SERVICES


              The Client and the Exult Supplier will manage their relationship,
              including the provision of the Services, in accordance with the
              Global Governance Arrangements set out in Schedule P.


        22.2  [***]*

        22.3  SERVICE PERFORMANCE REPORTS

              Service Performance Reports will be prepared by the Exult Country
              Representative and shall include information, as applicable, on
              the RSLs, KPIs, KPI Failures, Key Incidents and the procedures
              followed in relation to them and shall set out the measures
              required to reduce the likelihood of a recurrence of the relevant
              KPI Failure and/or Key Incidents.


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       29
<PAGE>   31

              Service Performance Reports shall be issued by Exult Supplier:


             (i)    monthly to the BPA Country Representative to cover
                    information relating to the previous month; and


             (ii)   each calendar quarter to the Regional Governance Panel to
                    cover information relating to the previous calendar quarter.


        22.4  KEY INCIDENT REPORTING


             22.4.1 The Country Representatives shall report all Key Incidents
                    promptly to the Regional Governance Panel.


             22.4.2 The purpose of reporting Key Incidents is to:


                    (i)  bring incidents quickly to the attention of Exult
                         Supplier's and the Client's management; and


                    (ii) highlight areas of control weakness, initiate
                         procedures reviews and generate action to remedy
                         control weaknesses identified.


             22.4.3 The reporting of Key Incidents does not replace or
                    supersede, but shall be in addition to, the normal reporting
                    (including the provision of Service Performance Reports
                    under Clause 22.3) and updating of appropriate management of
                    routine work incidents.


        22.5  SATISFACTION SURVEYS


             22.5.1 Exult Supplier shall prepare customer satisfaction surveys
                    and management satisfaction surveys on a frequency and basis
                    to be agreed by the Regional Governance Panel.


             22.5.2 Customer satisfaction surveys and management satisfaction
                    surveys shall be submitted to the Regional Governance Panel
                    by the Country Representatives and the results of such
                    surveys shall be summarised in the relevant Service
                    Performance Report.


        22.6  CONTINUOUS IMPROVEMENT


             22.6.1 Exult Supplier recognises that it has an obligation under
                    this Agreement to maintain continuous improvement in the
                    Service Delivery Model used in the provision of the Services
                    on an ongoing basis in order to establish and maintain a
                    position as a market leader and to continue efficient and
                    effective use of developing processes and technologies.

             22.6.2 In addition to the benchmarking exercises referred to in
                    Clause 22.2, Exult Supplier shall report to the Client on an
                    annual basis its strategy plans to achieve continuous
                    improvement referred to in Clause 22.6.1.


                                       30
<PAGE>   32

             22.6.3 To the extent that the parties agree particular Projects are
                    appropriate to maintain continuous improvement, these shall
                    be dealt with under Change Control Management process,
                    provided that the parties recognise Exult Supplier should
                    only bear an equitable proportion of the costs of any
                    developments which will be used by Exult Supplier in the
                    provision of services to other clients, including those
                    clients which Exult Supplier provides services to from the
                    Client Service Centre.


23      CONTRACT MINIMUMS


        23.1  Contract Minimums for each Contract Minimum Year shall be
              established in accordance with this Clause 23.


        23.2  The Contract Minimum for:


             23.2.1 [***]*


             23.2.2 [***]*


        23.3  Prior the commencement of each calendar quarter in each Contract
              Minimum Year, the Client may give Exult Supplier [***]* of a
              proposed reduction in the Contract Minimums to take account of
              reductions in the Client's requirements for Services.


        23.4  This Clause 23 applies to situations which result in an actual
              reduction in the Client's requirement for Services and, for the
              avoidance of doubt, the Client may not assume responsibility
              internally for services equivalent to the Services or appoint a
              third party to provide services equivalent to the Services
              pursuant to the terms of this Clause 23.

        23.5  [***]* prior to the end of each Contract Minimum Year, the
              Regional Governance Panel shall meet to assess the impact,
              including the impact on the Charges for the then current Contract
              Minimum Year, of the reductions in the Client's requirements for
              Services notified in accordance with Clause 23.3 above. Subject to
              Clause 23.6, the Regional Governance Panel shall agree a decrease
              in the Contract Minimum for the succeeding Contract Minimum Year
              which is proportionate with the actual reduction in Charges
              arising from the events and in the event that the Regional
              Governance Panel cannot agree on the amount of the decrease the
              matter shall be referred to an Expert to be appointed in
              accordance with Clause 29.2.

        23.6  In no event shall a Contract Minimums be reduced by more than
              [***]*

        23.7  In the event that the impact of reductions in the Client's
              requirements for Services as reviewed under Clause 23.5 is or
              would be to reduce the Contract Minimum for the succeeding
              Contract Minimum Year by more than [***]* the matter will be
              referred by either party to the Regional Governance Panel under
              Clause 18 of the Framework Agreement (Contract Minimums) to
              reassess the impact of such reduction across the


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       31
<PAGE>   33

              relevant CSC Group.

        The decision of the Regional Governance Panel (or Expert determination
        as the case may be) made pursuant to Clause 18 of the Framework
        Agreement shall be implemented hereunder.


24      WARRANTIES


        24.1  Exult Supplier hereby represents and warrants to the Client that:


             24.1.1 INCORPORATION AND EXISTENCE It is duly constituted,
                    organised and validly existing under its laws of
                    incorporation.


             24.1.2 POWER AND AUTHORITY It has the legal right and full power
                    and authority to execute and deliver, and to exercise its
                    rights and perform its obligations under, this Agreement and
                    all the documents which are to be executed by it as
                    envisaged by this Agreement.


             24.1.3 CORPORATE ACTION All corporate action required by it to
                    authorise the execution and delivery of, and to exercise its
                    rights and perform its obligations under this Agreement and
                    all other documents which are to be executed by it as
                    envisaged by this Agreement has been or will be taken.


             24.1.4 ASSURANCE Nothing contained in this Agreement will:


                    (i)  result in a breach of any provision of its
                         constitutional documents; or


                    (ii) result in a breach of any agreement, licence or other
                         instrument, order, judgment or decree of any Court,
                         governmental agency or regulatory body to which it is
                         bound.


        24.2  YEAR 2000 AND EMU COMPLIANCE


             24.2.1 Subject to Clause 24.2.2, Exult Supplier makes no warranties
                    in respect of Year 2000 or EMU Compliance in respect of
                    Services or Projects or other activities carried out under
                    this Agreement and the Client or BPA and the BPA Affiliates
                    shall be solely responsible for its and their Year 2000 and
                    EMU Compliance.


             24.2.2 Exult Supplier warrants that Future Systems and Exult
                    Proprietary Systems are Year 2000 Compliant and EMU
                    Compliant and that it has used and shall continue to use
                    reasonable endeavours to ensure that other Exult Systems are
                    Year 2000 Compliant and EMU Compliant, including wherever
                    practicable obtaining appropriate warranties from the third
                    party providers and providing the Client with the benefit of
                    such warranties.


             24.2.3 Exult shall not be in breach of the warranties in Clause
                    24.2.2 to the extent that any failure of the Exult
                    Proprietary Systems and Future Systems to be Year 2000
                    Compliant or EMU Compliant is caused by data, interfaces
                    with third party systems including BPA Systems, other than
                    Exult Systems and software, in each case, which are not Year
                    2000 Compliant or EMU Compliant.


                                       32
<PAGE>   34

        24.3  The Client hereby represents and warrants to Exult Supplier that:


             24.3.1 INCORPORATION AND EXISTENCE It is duly incorporated,
                    organised and validly existing under its law of
                    incorporation.


             24.3.2 POWER AND AUTHORITY It has the legal right and full power
                    and authority to execute and deliver, and to exercise its
                    rights and perform its obligations under this Agreement and
                    all the documents which are to be executed by it as
                    envisaged by this Agreement.


             24.3.3 CORPORATE ACTION All corporate action required by it to
                    authorise the execution and delivery of, and to exercise its
                    rights and perform its obligations under this Agreement and
                    all other documents which are to be executed by it as
                    envisaged by this Agreement has been or will be taken.


             24.3.4 ASSURANCE Nothing contained in this Agreement will:


                    (i)  result in a breach of any provision of its
                         constitutional documents; or


                    (ii) result in a breach of any agreement, licence or other
                         instrument, order, judgment or decree of any Court,
                         governmental agency or regulatory body to which it is
                         bound.


        24.4  Each of the Client and Exult Supplier undertakes to perform its
              obligations under this Agreement in compliance with all applicable
              laws, enactments, orders and regulations.

        24.5  Except as expressly stated in this Agreement, all warranties and
              conditions, whether express or implied by statue, common law or
              otherwise are hereby excluded to the extent permitted by law.

25      LIMITATION ON LIABILITY

        25.1  Neither party shall limit or exclude its liability to the other in
              respect of (i) death or personal injury caused by its negligence
              or the negligence of its employees acting in the course of their
              employment; (ii) for any fraudulent misrepresentation, including
              fraudulent pre-contractual misrepresentation made by a party on
              which the other party can be shown to have relied when entering
              into this Agreement; and (iii) any other liability which by law
              cannot be excluded.

        25.2  Subject to Clauses 25.1, 25.3 and 25.4 each party's liability to
              the other under this Agreement in respect of a claim arising out
              of this Agreement shall be limited to an amount equal to [***]*.
              Where an event which gives rise to a claim occurs during the
              initial 16 months of this Agreement each party's liability to the
              other shall be limited to [***]* established in accordance with
              the provisions of Schedule C, (Charges and Invoicing).


        25.3  Each party's aggregate liability to the other during the term of
              this Agreement for all claims arising out of this Agreement shall
              be limited to an amount equal to [***]* For the


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       33
<PAGE>   35

              purposes of calculating the Charges under this Clause 25.3,
              [***]*, provided that the limitation in this Clause 25.3 at any
              time shall not require the repayment of sums paid or payable in
              respect of claims in any earlier period.


        25.4  Each party's liability to the other for all claims arising under
              this Agreement in respect of any Project shall, unless agreed
              otherwise agreed in accordance with the procedure set out in
              Schedule H, (Projects), be limited to [***]*


        25.5  Subject to Clause 25.7, neither party shall be liable to the other
              for any consequential or indirect loss or damage suffered by the
              other party in connection with this Agreement.


        25.6  Neither party shall be liable to the other for loss of profits,
              loss of revenue, loss of goodwill or loss or failure to make any
              anticipated savings.


        25.7  In respect of the Client, the Client's re-establishment costs, and
              in respect of Exult Supplier, the categories of cost identified in
              Schedule C in relation to termination, such costs are not
              considered consequential or indirect loss.


        25.8  The limitations set out in Clauses 25.2 to 25.7 shall not apply
              with respect to:


             (i)    Indemnities (including those set forth in Schedule J);

             (ii)   Payment under Letter of Credit (as described in Clause 22 of
                    the Framework Agreement);

             (iii)  Payment under designated insurance policies (as described in
                    the Clause 22 of the Framework Agreement);

             (iv)   Client's obligation to pay, including with respect to Early
                    Termination Charges;

             (v)    Liabilities arising from the breach of the confidentiality
                    provisions under this Agreement;


             (vi)   Payment of Charges and Service Credits.


        25.9  Subject to Clauses 34.12 (Legal Proceedings) and 34.13 (Equitable
              Remedies) the parties recognise that damages are the only remedy
              available under this Agreement and, to the extent permissible by
              law, the limits under this Clause are the absolute limit of each
              party's liability arising under or in connection with this
              Agreement. All other liability is expressly excluded.


        25.10 LIMITATIONS ON PARTICIPATING AFFILIATES' CLAIMS


             25.10.1 The following represents the limit of all claims or actions
                     that may be made pursuant to this Agreement relative to
                     Participating Affiliates:

                    (i) subject to the terms of this Clause 25.10, the Client
                        shall have the right to bring actions against Exult
                        Supplier in respect of such Participating Affiliates
                        for Losses suffered by the Participating Affiliates in
                        respect of the Services or this Agreement;

----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       34
<PAGE>   36

                    (ii) the Client shall wherever reasonably practicable
                         consolidate actions against Exult Supplier for Losses
                         suffered by Participating Affiliates in respect of each
                         alleged default; and


                   (iii) the Participating Affiliates' Losses shall be deemed
                         the direct Losses of the Client, but all such Losses
                         shall be subject to the exclusions and limitations set
                         out in this Agreement.


             25.10.2 The Client shall procure that:


                    (i)  the Participating Affiliate will not make any claim or
                         be a party to any claim or other action against Exult
                         Supplier, Exult or an Exult Affiliate or their
                         employees, offices or directors arising from or in
                         connection with this Agreement; and


                    (ii) the Participating Affiliate will direct all
                         communications regarding this Agreement through and to
                         the Client and not to Exult Supplier.


             25.10.3 The Client is fully responsible for the performance of all
                     its obligations under this Agreement with respect to the
                     Services provided to such Participating Affiliates.


             25.10.4 Nothing in Clause 25.10.1, 25.10.2 or Clause 25.10.3
                     relieves the Client of its obligations or expands Exult
                     Supplier's obligations under this Agreement.


26      INDEMNITIES AND DEFENCE OF CLAIMS


        26.1  INDEMNIFICATION BY EXULT SUPPLIER


              Subject to Clause 26.5, Exult Supplier shall indemnify and keep
              indemnified the Client, BPA, the Participating Affiliates and its
              and their respective officers, directors, employees, agents,
              successors and assigns (each, an "Indemnified BPA Party") from and
              against any and all Losses arising in connection with this
              Agreement from any of the following:


             26.1.1 a claim by a BPA Third Party arising from the death or
                    illness of or personal injury to any BPA Third Party or from
                    any damage to any real or tangible personal property of any
                    BPA Third Party arising directly from and to the extent of
                    the negligent act or omission of Exult Supplier, an Exult
                    Participating Affiliate or its and their respective
                    employees, officers, agents or subcontractors;


             26.1.2 a claim by a BPA Third Party arising from the death or
                    illness of or personal injury to any employee of Exult
                    Supplier or of an, Exult Participating Affiliate or to any
                    employee of their respective agents, or subcontractors or
                    arising from any damage to any real or tangible personal
                    property of any employee of Exult Supplier or of, an Exult
                    Participating Affiliate or of any employee of their
                    respective agents, or subcontractors, in each case,
                    notwithstanding that such claim arose from the negligence of
                    an Indemnified BPA Party;



                                       35
<PAGE>   37

             26.1.3 a claim by a third party other than a BPA Affiliate to a
                    Third Party Contract where such claim arises in connection
                    with a breach of Exult Supplier's or Exult Participating
                    Affiliate's obligations under or relating to such Third
                    Party Contract assumed by Exult Supplier or the relevant
                    Exult Participating Affiliate pursuant to obtaining consents
                    in respect of such Third Party Contract to enable Exult
                    Supplier or the relevant Exult Participating Affiliate to
                    provide the Services; and


             26.1.4 a claim by a BPA Third Party arising from and directly
                    connected with the breach of any law, rule, regulation or
                    order, where such breach arises directly from the negligent
                    act or omission of Exult Supplier, an Exult Participating
                    Affiliate or its and their respective employees, officers,
                    agents or subcontractors.


        26.2  INDEMNIFICATION BY BPA


              Subject to Clause 26.5, the Client shall indemnify and keep
              indemnified Exult Supplier, the Exult Participating Affiliates and
              its and their respective officers, directors, employees, agents,
              successors and assigns (each, an "Indemnified Exult Party") from
              and against any and all Losses arising in connection with this
              Agreement from any of the following:


             26.2.1 a claim by an Exult Third Party arising from the death or
                    illness of or personal injury to any Exult Third Party or
                    from any damage to any real or tangible personal property of
                    any Exult Third Party arising directly from and to the
                    extent of the negligent act or omission of the Client, a
                    Participating Affiliate or its and their respective
                    employees, officers, agents, or subcontractors;


             26.2.2 a claim by an Exult Third Party arising from the death or
                    illness of or personal injury to any employee of the Client,
                    or of a Participating Affiliate or to any employee of their
                    respective agents or subcontractors or arising from any
                    damage to any real or tangible personal property of any
                    employee of the Client or of, a Participating Affiliate or
                    of any employee of their respective agents or
                    subcontractors, in each case, notwithstanding that such
                    claim arose from the negligence of an Indemnified Exult
                    Party;


             26.2.3 a claim by a third party other than an Exult Affiliate to an
                    Exult Third Party Contract where such claim arises in
                    connection with a breach of the Client's or Participating
                    Affiliate's obligations under or relating to such Exult
                    Third Party Contract assumed by the Client or the relevant
                    Participating Affiliate pursuant to obtaining consents in
                    respect of such Exult Third Party Contract obtained on the
                    termination or expiry of the relevant Country Agreement;


             26.2.4 a claim by an Exult Third Party arising from and directly
                    connected with the breach of any law, rule, regulation or
                    order, where such breach arises directly from the negligent
                    act or omission of the Client, a Participating Affiliate or
                    its and their respective employees; and

             26.2.5 a claim by an Exult Third Party where such Exult Third
                    Party:

                    (i)  is an employee or former employee of the Client or of a
                         BPA Affiliate



                                       36
<PAGE>   38

                          to the extent such claim relates to the period such
                          employee or former employee was employed by the Client
                          or a BPA Affiliate (except to the extent that such
                          claim is covered by the indemnity provisions set forth
                          in Schedule J of this Agreement);

                    (ii)  is a beneficiary under any Client or BPA Affiliate
                          employee related benefits plans, programmes or schemes
                          to the extent that such claim relates to such plans,
                          programmes or schemes; or


                    (iii) has a fiduciary role or responsibility in relation to
                          any the Client or BPA Affiliate's employee related
                          benefit plans, programmes or schemes to the extent
                          such claim relates to such role or responsibility,


                    in each case, except to the extent that such claim results
                    from the negligence of Exult Supplier, an Exult
                    Participating Affiliate, or its or their respective
                    employees, officers, agents or subcontractors.


             26.2.6 a claim by an Exult Third Party arising from the provision
                    by Exult Supplier of any Special Services, except to the
                    extent caused by Exults Supplier's negligent acts or
                    omissions.


        26.3  INDEMNIFICATION BY EXULT SUPPLIER WITH RESPECT TO INTELLECTUAL
              PROPERTY


             26.3.1 Subject to Clause 26.5, Exult Supplier shall indemnify and
                    keep indemnified the Client, its Affiliates and their
                    respective officers, directors, employees and agents, from
                    and against all reasonable costs and expenses (including the
                    amount of any damages awarded by a court of competent
                    jurisdiction) which the Client may incur as a result of
                    defending or settling any claim by a third party that the
                    Client's use or possession of any of the Exult Proprietary
                    Systems is unauthorised or infringes the Intellectual
                    Property rights of any third party.


             26.3.2 In the event of any such claim being made, the Client shall
                    notify the Exult Regional Representative as soon as
                    practicable upon becoming aware of the same and, subject to
                    being indemnified, at the request of Exult Supplier, grant
                    Exult Supplier sole conduct of the claim and provide to
                    Exult Supplier all reasonable assistance in the conduct of
                    the claim, provided that in conducting the claim Exult
                    Supplier shall minimise the disruption to the business of
                    BPA and the Participating Affiliates, including the use of
                    the Exult Supplier Intellectual Property, as the case may
                    be.


             26.3.3 No liability shall exist under this Clause 26.3 to the
                    extent that any such claim arises solely from:

                    (i)  the use by the Client and/or the Participating
                         Affiliates of the relevant Exult Systems, Future
                         Systems or Work Product for purposes not connected with
                         the provision of the Services or services equivalent to
                         the Services in the Country in which those Services are
                         being provided or as otherwise authorised;


                                       37
<PAGE>   39

                    (ii)  any modification of the relevant Exult Systems, Future
                          Systems or Work Product by or on behalf of the Client
                          and/or the Participating Affiliates to which Exult
                          Supplier or the third party, as the case may be, has
                          not given its consent; or


                    (iii) use of the relevant Exult Systems, Future Systems or
                          Work Product in connection with materials or data
                          supplied by the Client.


             26.3.4 In the event that the Client's use or possession of any part
                    of the Exult Systems, the Future Systems or Work Product is
                    held to be unauthorised or to infringe any third party
                    Intellectual Property rights, then Exult Supplier shall at
                    its own expense and at the Client's option:


                    (i)  obtain for the Client a licence or such other right to
                         continue to use that System or Work Product or part
                         thereof; or


                    (ii) replace or modify such part so as to avoid or rectify
                         the unauthorised use or infringement without
                         significant interruption or degradation in performance
                         of that System or the Services,


                    provided that the Client shall provide Exult Supplier with
                    all reasonable assistance (at the cost of Exult Supplier) to
                    enable Exult Supplier to so do.


        26.4  INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY


             26.4.1 Subject to Clause 26.5, the Client shall indemnify and keep
                    indemnified Exult Supplier from and against all reasonable
                    costs and expenses (including the amount of any damages
                    awarded by a court of competent jurisdiction) which Exult
                    Supplier may incur as a result of defending or settling any
                    claim by a third party that Exult Supplier's use of any of
                    the Client Systems which has been authorised by the Client
                    is unauthorised or infringes the Intellectual Property
                    rights of any third party.


             26.4.2 In the event of any such claim being made, Exult shall
                    notify the BPA Regional Representative as soon as
                    practicable upon becoming aware of the claim and, subject to
                    being indemnified at the request of the Client, grant BPA or
                    the Client sole conduct of the claim and provide to the
                    Client all reasonable assistance in the conduct of the
                    claim.


             26.4.3 No liability shall exist under Clause 26.4 to the extent
                    that any such claim arises from:

                    (i)  the use by Exult Supplier of the relevant Client System
                         for purposes not connected with the provision of the
                         Services in the Country in which the Services are
                         provided; or


                    (ii) any modification of the Client System by or on behalf
                         of Exult Supplier to which the Client has not given its
                         consent.


                                       38
<PAGE>   40


             26.4.4 In the event that Exult Supplier's use of any part of the
                    Client Systems is held to be unauthorised or to infringe any
                    Intellectual Property rights relating thereto, then the
                    Client shall at its own expense:


                    (i)  obtain for Exult Supplier a licence or such other right
                         to continue to use that System; or


                    (ii) replace or modify such part so as to avoid or rectify
                         the unauthorised use or infringement,


                    provided that Exult Supplier shall provide the Client with
                    all reasonable assistance to enable the Client to so do.


        26.5  DEFENCE OF CLAIMS


             26.5.1 Each party will defend and procure the relevant Affiliate to
                    defend any claim brought or threatened against the other
                    party to the extent that such claim is or may be subject to
                    the indemnity contained in Clauses 26.1, 26.2, 26.3 and 26.4
                    (the party providing such defence, the "Indemnifying Party"
                    and the party entitled to such defence, the "Indemnified
                    Party"). The Indemnifying Party will bear the expense of
                    such defence and pay any damages and legal fees finally
                    awarded by a court of competent jurisdiction which are
                    attributable to such claim.


             26.5.2 The Indemnified Party shall notify the Indemnifying Party
                    of any claim under Clauses 26.1, 26.2, 26.3 and 26.4 within
                    30 days (or such shorter period as may be required to
                    respond to a third party claim) after receipt of notice. The
                    Indemnifying Party required to indemnify the Indemnified
                    Party under this Agreement shall have no obligation for any
                    claim under this Clause 26.5 to the extent that the defence
                    of such claim is prejudiced by such failure if:


                    (i)   the Indemnified Party fails to notify the
                          Indemnifying Party of such claim as provided above;


                    (ii)  the Indemnified Party fails to tender control of the
                          defence of such claim to the Indemnifying Party; or


                    (iii) the Indemnified Party fails to provide the
                          Indemnifying Party with all reasonable cooperation in
                          the defence of such claim (the cost thereof to be
                          borne by the Indemnifying Party).

             26.5.3 The Indemnifying Party shall have no obligation for any
                    claim under this Agreement if the Indemnified Party makes
                    any admission or settlement regarding such claim without the
                    prior written consent of the Indemnifying Party, which
                    consent shall not be unreasonably withheld or delayed.
                    Notwithstanding the foregoing sentence, the Indemnifying
                    Party may settle any claim involving only the payment of
                    money by the Indemnifying Party.


             26.5.4 The Indemnified Party shall have the right (but not the
                    obligation) to participate



                                       39
<PAGE>   41

                    in such defence or settlement (and in the case of any
                    proposed settlement of a claim which does not involve only
                    the payment of money, the Indemnifying Party shall obtain
                    the prior written consent of the Indemnified Party to such
                    settlement, such consent not to be unreasonably withheld or
                    delayed), in which event the Indemnified Party shall pay its
                    attorneys' fees associated with such participation.


             26.5.5 In conducting the defence of the claim the Indemnifying
                    Party shall liaise with the Indemnified Party and keep the
                    Indemnified Party informed as to the progress of the action
                    and shall take into account the requirements and requests of
                    the Indemnified Party and in particular shall not make any
                    public statement relating to the action without the
                    Indemnified Party's prior written consent and shall not do
                    anything which could potentially adversely prejudice the
                    reputation or goodwill of the Indemnified Party or its
                    Affiliates.


        26.6  SURVIVAL OF RIGHTS


              All indemnities, and exclusions and limitations of liability
              contained in this Clause 26 and elsewhere in this Agreement shall
              remain binding on the parties hereto, notwithstanding the expiry
              or termination of this Agreement.


27      INSURANCE


        Exult Supplier shall inform the Client immediately in the event that it
        becomes aware that insurance cover as required under Clause 22 of the
        Framework Agreement is not in place and in such event shall itself
        obtain the appropriate insurance to the extent that this relates to this
        Agreement.


28      RECOVERY OF DAMAGE AWARDS

        28.1  In the event that the parties cannot agree as to whether there is
              a default or as to the amount to be paid to either party in
              connection with any default by the other party under this
              Agreement, the matter shall be resolved pursuant to the Dispute
              Resolution Procedure in accordance with Clause 29.3.

        28.2  In the event that it is agreed, or determined pursuant to Clause
              28.1, that Exult Supplier is liable to pay an Award to the Client,
              the mechanism for recovering such Award shall be as follows:

             28.2.1 Exult Supplier shall first seek to recover the Award under
                    any relevant insurance policy maintained by Exult pursuant
                    to Clause 22 of the Framework Agreement (Insurance) and pay
                    the Award recovered to the Client;

             28.2.2 if the Award is not paid to the Client pursuant to Clause
                    28.2.1 within 30 days of it being agreed or determined that
                    an Award is payable, the Client (or BPA acting on its
                    behalf) shall be entitled to seek to recover the Award
                    directly under the indemnity to principal provision
                    contained in any relevant insurance policy maintained by
                    Exult in accordance with Clause 22 of the Framework
                    Agreement (Insurance).

             28.2.3 If the Award is not paid pursuant to Clause 28.2.1 or Clause
                    28.2.2, the Client



                                       40
<PAGE>   42

                    shall provide Exult Supplier with [***]* within which Exult
                    Supplier shall pay the Award to the Client.


             28.2.4 Subject to the provisions of Clause 23 of the Framework
                    Agreement (Letter of Credit), if the Award is not paid
                    pursuant to Clauses 28.2.1, 28.2.2 or 28.2.3 within the
                    expiry of the [***]* period in Clause 28.2.2, then BPA shall
                    have the right, but not the obligation to make a demand
                    under the Letter of Credit.


             28.2.5 Exult Supplier shall not be entitled to seek to recover
                    under any insurance policy maintained pursuant to Clause 22
                    of the Framework Agreement (Insurance) in order to satisfy
                    any indemnity claim or obligation or to seek to recover any
                    Award made in connection with indemnity provisions other
                    than claims, obligations or Awards made in connection with
                    Clauses 26.1.1 and 26.1.2.


        28.3  In respect of an Award or other indemnity claim or obligation that
              the Client is liable to pay to Exult Supplier, the Client shall
              not be entitled to seek to recover under any insurance policy
              maintained pursuant to Clause 22 of the Framework Agreement
              (Insurance) in order to satisfy any indemnity claim or obligation
              or to recover any Award made in connection with indemnity
              provisions other than claims, obligations or Awards made in
              connection with Clauses 26.2.1 and 26.2.2.


29      DISPUTE RESOLUTION


        29.1  INFORMAL DISPUTE RESOLUTION

              Prior to the initiation of dispute resolution procedures pursuant
              to Clause 29.2 and 29.3, the parties shall attempt to resolve any
              Dispute informally, as follows:

             29.1.1 Upon the request of either Country Representative, in the
                    case of a Dispute which has not been resolved, or cannot be
                    resolved by the Country Representatives within [***]*, that
                    Dispute shall be referred to the Regional Governance Panel.

             29.1.2 If the Regional Governance Panel is unable to resolve the
                    Dispute within [***]* after it is submitted to the Regional
                    Governance Panel, then the Dispute will be referred to the
                    Global Governance Panel. The Global Governance Panel shall
                    use its best efforts to resolve such Dispute.

             29.1.3 If the Global Governance Panel is unable to resolve the
                    Dispute within [***]* after it is submitted to the Global
                    Governance Panel (or such later time as may be agreed by the
                    Global Governance Panel), then the Dispute shall be referred
                    to the Exult Chief Executive Officer and the BPA Vice
                    President Group HR.


             29.1.4 If the BPA Vice President Group HR and the Exult Chief
                    Executive Officer have not been able to resolve the Dispute
                    within [***]* of the matter having been


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       41
<PAGE>   43

                    referred to them (or such later date as they may agree), the
                    Dispute shall be referred to Expert Decision or Arbitration
                    (as the case may be) in accordance with the provisions of
                    this Agreement.


             29.1.5 During the course of any discussions in accordance with this
                    Clause 29, all reasonable requests made by one party to the
                    other for information will be honoured in order that the
                    parties may be fully advised of each other's position. Any
                    Confidential Information disclosed will be treated by the
                    recipient in accordance with Clause 20 (Confidentiality).


             29.1.6 Unless the Agreement specifies otherwise, all Disputes shall
                    be referred to the informal Dispute Resolution Procedure and
                    thereafter to Arbitration pursuant to Clause 29.3.


             29.1.7 Only the informal Dispute Resolution Procedures set out in
                    Clause 29.1 can apply where the parties fail to agree to
                    carry out a new or Project or project or to make a
                    substantial or material change to the Agreement or any
                    Service or any provision specified in the Agreement as being
                    an agreement to agree.


        29.2  EXPERT DECISION


             29.2.1 Where a Dispute is designated in this Agreement as
                    appropriate for Expert Decision it shall be referred for
                    determination to an Expert nominated either jointly by the
                    parties, or failing agreement between them within the time
                    stated in this Agreement or, where no time is stated, within
                    10 working days, on the application of the Client or Exult
                    Supplier, to:


                    (i)   the Institute of Electrical and Electronic Engineers
                          for any issue involving software, hardware, or
                          systems;


                    (ii)  the Institute of Certified Public Chartered
                          Accountants for any issue involving finance,
                          accounting and tax; and


                    (iii) the Society for Human Resource Professional for any
                          issue involving human resources polices and practices
                          that cannot be referred to an appropriate Expert under
                          Clause 29.2.1(i) and (ii).


             29.2.2 The parties agree:


                    (i)  to supply the Expert with the assistance, documents and
                         information he/she requires for the purpose of his/her
                         determination;

                    (ii) that in all cases, the terms of appointment of the
                         Expert shall include a requirement on the Expert to
                         give his/her determination with 21 days or such other
                         period as may be agreed, to hold professional indemnity
                         insurance for both then and for 3 years following the
                         date of his/her determination and to establish his/her
                         own reasonable procedures to enable him to give his
                         determination; and


                                       42
<PAGE>   44

                    (iii) that in considering any issue relating to the KPIs the
                          Expert shall take into account the performance levels
                          of service achieved by the Client.


             29.2.3 The Expert's Decision is final and binding on the parties in
                    the absence of negligence, manifest error or bad faith. The
                    Expert acts as an expert and not an arbitrator and the
                    Expert's Decision is not a quasi-judicial procedure. Save as
                    provided elsewhere in this Agreement, each party shall bear
                    its own costs and the costs of the Expert shall be borne
                    equally between the parties.


        29.3  ARBITRATION


             29.3.1 Subject to any other terms of this Agreement, if any
                    Dispute, which is designed as a Dispute to be referred to
                    Arbitration, arising in connection with this Agreement
                    cannot be resolved in accordance with the provisions of
                    Clause 29.1 it shall be referred to arbitration at the
                    written request of any party under the Rules of the
                    International Chamber of Commerce, which rules are deemed to
                    be incorporated by reference into this Clause 29.3.


             29.3.2 The parties agree that:


                    (i)   the number of arbitrators shall be three;


                    (ii)  the place of the arbitration shall be London;


                    (iii) the language to be used in the arbitration proceedings
                          shall be English; and


                    (iv)  the ruling of the arbitrators on the Dispute shall be
                          final and binding.


30      FORCE MAJEURE


        30.1  Subject to Clause 30.2, neither party shall be liable to the other
              for any Loss of any kind whatsoever, including but not limited to
              any damages, whether directly or indirectly caused to or incurred
              by the other party to the extent such Loss arises by reason of any
              failure or delay in the performance of its obligations hereunder
              which is due to Force Majeure.

        30.2  The party claiming to be prevented or delayed in the performance
              of any of its obligations under this Agreement by reason of Force
              Majeure shall use reasonable endeavours to continue to perform its
              obligations under this Agreement without being obliged to incur
              any significant additional cost to bring the Force Majeure to a
              close or to find a solution by which the Agreement may be
              performed despite the continuance of the Force Majeure
              circumstances.


        30.3  If either party shall become aware of circumstances of Force
              Majeure which give rise to or which are likely to give rise to any
              such failure or delay on its part, it shall forthwith notify the
              other by the most expeditious method then available and shall
              inform the other of the period which it is estimated that such
              failure or delay may continue. If Force Majeure continues for
              seven days or longer the Global Governance Panel shall be



                                       43
<PAGE>   45

              notified by the party affected by such Force Majeure and requested
              to decide upon a course of action.


        30.4  It is agreed that any failure by a party to perform or any delay
              by a party in performing its obligations under this Agreement
              which results from any failure or delay in the performance of its
              obligations by any person, firm or company with which such party
              shall have entered into any contract, supply arrangement or
              sub-contract or otherwise shall be regarded as a failure or delay
              due to Force Majeure only in the event that such person, firm or
              company shall itself be prevented from or delayed in complying
              with its obligations under such contract, supply arrangement or
              sub-contract or otherwise as a result of circumstances which would
              be Force Majeure for the purposes of this Agreement.


31      ASSIGNMENT


        31.1  Exult Supplier shall not be entitled to and shall not assign,
              novate or otherwise transfer this Agreement, in whole or in part,
              without the Client's prior written consent.


        31.2  The Client shall not be entitled to assign, novate or transfer
              this Agreement or any part of it without Exult Supplier's prior
              written consent save that the Client may assign, novate or
              otherwise transfer this Agreement in whole or in part to a BPA
              Affiliate, provided that if at any time following such transfer,
              assignment or novation the relevant entity ceases to be a BPA
              Affiliate the Client shall procure that such entity shall
              re-transfer, re-assign or re-novate this Agreement, or the
              relevant part of it, to the Client or another BPA Affiliate at
              that time.


32      SUBCONTRACTING


        32.1  Exult Supplier may employ subcontractors which are Exult
              Affiliates and may, subject to the other provisions of this Clause
              32, employ other subcontractors in the provision of any part of
              the Services. Subcontractors listed in Schedule M are approved for
              the purposes of Clause 32.2.

        32.2  Exult Supplier shall not employ subcontractors without the BPA
              Regional Commercial Contract Leader's prior written approval (such
              approval not to be unreasonably withheld or delayed):

             32.2.1 on any occasion where the value of a proposed individual
                    subcontract is in excess of [***]* or

             32.2.2 where the subcontracted work relates to a Sensitive Third
                    Party Contract.

        32.3  Exult Supplier shall promptly notify the BPA Regional Commercial
              Contract Leader if at any time the total value of the
              subcontracted work in any twelve month period would be [***]*

        32.4  Exult Supplier shall ensure that the Subcontractors are
              appropriately skilled and qualified.


----------------------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       44
<PAGE>   46

        32.5  Exult Supplier shall remain liable to the Client in respect of any
              such Services provided by Subcontractors.

        32.6  Data protection and confidentiality provisions equivalent to those
              contained in this Agreement shall be included in any agreement
              with Subcontractors entered into by Exult Supplier pursuant to
              this Clause 32, provided that in respect of Subcontractors which
              are parties to Third Party Contracts which are assigned or novated
              to Exult Supplier, Exult Supplier shall use reasonable endeavours
              to comply with its obligations under this Clause relating to such
              Subcontractors and shall inform the Client where it has not been
              possible to fulfil such obligation.

        32.7  For the purposes of this Clause 32, Subcontractors shall not
              include contract staff whether hired on an individual basis or
              through an agency where Exult Supplier exercises direction and
              control over the work of such contract staff. The BPA Regional
              Commercial Contract Leader's consent is not required in relation
              to Exult Supplier hiring such contract staff.

        32.8  Exult Supplier's use in the ordinary course of business of third
              party services or products that are not dedicated solely to the
              provision of the Services and that are not material to the
              performance of the Services and which do not result in a material
              change in the way Exult Supplier conducts its business will not be
              subject to the provisions of this Clause 32. If the Client
              expresses any concern to Exult Supplier about any such third party
              services or products, Exult Supplier shall discuss such concerns
              with the Client and work in good faith to resolve the Client's
              concerns on a mutually acceptable basis.

        32.9  It is understood that no approval given under this Clause 32 shall
              generate contractual relations between the Client or any of its
              Affiliates and any Subcontractor except as expressly contemplated
              by this Clause 32.


33      PARTICIPATING AFFILIATES


        33.1  Exult Supplier acknowledges that the Client has concluded this
              Agreement for the benefit of the Client and the Participating
              Affiliates.


        33.2  At the request of the Client, Exult Supplier shall at the Client's
              expense execute all deeds or other documents required to enable
              any Loss incurred or sustained by any Participating Affiliate
              recovered pursuant to Clause 25.10 (Limitations on Participating
              Affiliates' Claims).


34      GENERAL TERMS


        34.1  PUBLICITY


             34.1.1 Except with the prior written consent of the other party
                    each party shall not and shall procure that its Affiliates
                    shall not make any press or other public announcements
                    relating to this Agreement, the Framework Agreement or any
                    other Country Agreement, or disclose any information
                    relating to the commercial or other terms of this Agreement,
                    the Framework Agreement or any other Country Agreement.


                                       45
<PAGE>   47

             34.1.2 It is the intention of the parties that immediately
                    following the Commencement Date, they will jointly develop
                    and agree a press release relating to their relationship
                    under this Agreement and the Framework Agreement.


        34.2  NOTICES


              Wherever under this Agreement a party is required or permitted to
              give notice to the other party, such notice shall be in writing
              and shall be delivered personally, sent by fax, (as appropriate)
              recognised express courier service or certified, registered, or
              first class mail. Any such notice shall be deemed given when
              actually received when so delivered personally, by fax or express
              courier, or if mailed, on the 5th day after its mailing, postage
              prepaid to the recipient party addressed as follows:


              In the case of the Client:


              Country Representative


              200 East Randolph Drive
              Chicago
              IL 60601


              BPA Regional Representative


              200 East Randolph Drive
              Chicago
              IL 60601


              In the case of Exult Supplier:


              Exult Country Representative


              4 Park Plaza
              Suite 350
              Irvine
              California 92614


              Fax:  (949) 250 8086


              with a copy (which shall not constitute effective notice) to:




                                       46
<PAGE>   48

              Legal Department


              4 Park Plaza
              Suite 350
              Irvine
              California 92614


              Fax: (949) 250 8086


              Any party may change its address for notices upon giving 10 days'
              prior notice of the change to the other parties in the manner
              provided in this Clause 34.2.


        34.3  LIMITATION ON RECRUITING


             34.3.1 Subject as hereinafter provided in this Clause 34.3, each of
                    the Client or Exult Supplier shall not during the term of
                    this Agreement or within six months of its termination or
                    expiry employ and/or solicit directly or indirectly any
                    employees of the other party who have been involved in
                    providing the Services or are otherwise connected with this
                    Agreement.


             34.3.2 Clause 34.3.1 will not restrict the Client or Exult Supplier
                    from employing employees of the other party:


                    (i)   who apply unsolicited in response to a general
                          advertising or other general recruitment campaign;


                    (ii)  which the party who employed the relevant employee has
                          agreed in writing may be so employed; or


                    (iii) as contemplated in Schedule J of this Agreement.


        34.4  WAIVER


             34.4.1 Subject to Clause 34.12 (Legal Proceedings) no delay or
                    omission by either party to exercise any right or power
                    shall impair such right or power or be construed as a
                    waiver.


             34.4.2 A waiver by either of the parties of any covenants to be
                    performed by the other party or of any breach shall not be
                    construed to be a waiver of any succeeding breach or of any
                    other covenant.


             34.4.3 No waiver of any of the provisions of this Agreement shall
                    be effective unless it is expressly stated to be a waiver
                    and communicated to the other party in writing in accordance
                    with the provisions of Clause 34.2 (Notices).


        34.5  AMENDMENTS


              The terms and conditions of this Agreement shall not be varied or
              amended, except by a



                                       47
<PAGE>   49

              written instrument executed by or on behalf of each of the parties
              in accordance with the Change Control Management process.


        34.6  SEVERABILITY


              If any provision of this Agreement is held to be invalid,
              unenforceable or void, such decision shall not have the effect of
              invalidating or voiding the remainder of this Agreement, and the
              parties agree that they shall immediately commence in good faith
              negotiations to seek to remedy such invalidity, unenforceability
              or illegality.


        34.7  COSTS


              Except as expressly otherwise provided for in this Agreement, each
              party shall bear its own costs and expenses incurred in connection
              with the negotiation and preparation of this Agreement.


        34.8  ENTIRE AGREEMENT


              This Agreement shall constitute the entire agreement between the
              parties with respect to the subject matter hereof and (to the
              extent permissible by law) supersedes all prior representations,
              writings, negotiations or understandings with respect thereto
              provided that neither party is attempting to exclude any liability
              for fraudulent statements including pre-contractual
              misrepresentations on which the other party can be shown to have
              relied.


        34.9  CONFLICT AND INCONSISTENCIES


             34.9.1 In the event and to the extent only of any conflict between
                    the Clauses and the Schedules, the Clauses shall prevail.


             34.9.2 In the event of any inconsistencies between the English
                    language version of this Agreement and any contract
                    administration documents prepared in connection therewith
                    and any translation of such agreements or documents, the
                    English language version shall prevail. In the event of any
                    inconsistencies between any obligations of the parties set
                    out in this Agreement and the corresponding obligations in
                    any Framework Agreement, the corresponding obligations in
                    this Agreement shall prevail.


        34.10 SURVIVAL


              The terms and conditions of this Agreement which are expressly or
              by implication intended to survive its termination or expiry shall
              so survive and continue to bind the parties.


        34.11 COUNTERPARTS


              This Agreement may be executed in two or more counterparts or by
              fax, each of which shall be deemed to be an original, but all of
              which together shall constitute one agreement binding on all
              parties, notwithstanding that all parties are not signatories to



                                       48
<PAGE>   50

              the original or the same counterpart or fax copy.


        34.12 LEGAL PROCEEDINGS


              Any legal proceedings in relation to this Agreement must be
              commenced by the relevant party within 2 years of the termination
              or expiry of this Agreement.


        34.13 EQUITABLE REMEDIES


              The parties agree that damages shall be the only remedy available
              in respect of each parties' liability arising under this Agreement
              provided that the parties shall be free to seek equitable remedies
              (including injunctive relief) in respect of breaches of
              confidentiality and matters relating to the infringement of
              Intellectual Property Rights.


        34.14 INDEPENDENT CONTRACTOR


              In providing Services to the Client under this Agreement, Exult
              Supplier is acting only as an independent contractor.
              Notwithstanding any provision of this Agreement to the contrary,
              this Agreement establishes and shall only be construed as
              establishing a contract between unrelated business entities for
              the provision and purchase of certain services and does not and
              shall not be deemed to create a partnership, joint venture, agency
              (except as expressly provided in this Agreement) or any other type
              of joint relationship.


        34.15 RESPONSIBILITY FOR EMPLOYEES


              Employees shall be employees of Exult Supplier or the relevant
              Exult Participating Affiliates as appropriate and under no
              circumstances other than as provided in Schedule J (Employee
              Transfer Arrangements) are Employees to be considered employees of
              the Client or any BPA Affiliate. Exult Supplier or the relevant
              Exult Participating Affiliate shall have the sole responsibility
              for supervision and control of the Employees and for payment of
              their entire compensation, including salary, Withholding Taxes and
              social security taxes, workers compensation, employee and
              disability benefits and the like and shall be responsible for all
              employer obligations under all applicable laws.


        34.16 RESTRICTIVE TRADE PRACTICES


              Notwithstanding any other provision of this Agreement, no
              provision of this Agreement which is of such a nature as to make
              this Agreement liable to registration under the Restrictive Trade
              Practices Act 1976 shall take effect until the day after that on
              which particulars thereof have been duly furnished to the Director
              General of Fair Trading pursuant to the said Act. For the purposes
              of this Clause 34.16, the expression "this Agreement" shall
              include any agreement forming part of the same arrangement.


        34.17 GOVERNING LAW


              This Agreement shall be governed and construed in accordance with
              the laws of England and Wales.



                                       49
<PAGE>   51

In witness whereof this Agreement has been executed the day and year first
written above.



SIGNED BY
         -----------------------------------

for and on behalf of the Client

in the presence of:

-----------------------------------







SIGNED BY
          -----------------------------------

for and on behalf of Exult Supplier

in the presence of:

-----------------------------------


                                       50
<PAGE>   52

                               INDEX TO SCHEDULES
                             TO US COUNTRY AGREEMENT

<TABLE>
<S>                      <C>
Schedule A               Scope of Services (indicative)

Schedule B               Service Levels (indicative)

Schedule C               Charges and Invoicing

Schedule D               Third Party Contracts

Schedule E               Assets

Schedule F               Systems

Schedule G               Part I Country Transition Plan
                         Part II Validation Exercise

Schedule H               Projects/Projects

Schedule I               Part I Key Employees
                         Part II BPA Key Employees

Schedule J               Employee Transfer Arrangements

Schedule L               Change Control Management

Schedule M               Approved Exult Sub-contractors

Schedule O               BPA Business Policies and Controls

Schedule P               Global Governance Arrangements

Schedule Q               Data Protection

Schedule R               BPA Participating Affiliates

Schedule T               Process Line Population

Schedule U               Escrow Agreement

Schedule W               Matters to be taken into account when considering
                         changes to Agreements or any schedule to reflect any
                         Special Services provided by Exult Supplier

Schedule Z               Definitions
</TABLE>


                                       51
<PAGE>   53

                                   SCHEDULE Z

                                   DEFINITIONS


1       DEFINITIONS


        "ACTIVE SERVICED EMPLOYEE" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "ADDITIONAL AMOUNT" has the meaning ascribed to it in Clause 11.2.5(iii)
        (Withholding Taxes);


        "ADDITIONAL RESOURCE CHARGES" has the meaning ascribed to it in Schedule
        C (Charges and Invoicing);


        "AFFECTED PROCESS" has the meaning ascribed to it in Clause 15
        (Suspension of a Process);


        "AFFILIATE" means in relation to Client a Client Affiliate and in
        relation to Exult Supplier an Exult Affiliate;


        "AGREEMENT" means the Clauses of and Schedules to this Agreement or any
        revised version agreed between the parties in accordance with the terms
        of this Agreement;


        "ANNUAL WORK UNITS" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "ARBITRATOR" or "ARBITRATION" has the meaning ascribed to it in Clause
        29.3 (Dispute Resolution);


        "AUDITOR" has the meaning ascribed to it in Clause 12.2 (Audit);


        "AWARD" means the amount awarded to a party by an Arbitrator pursuant to
        Clause 29.3 (Dispute Resolution);


        "BASE CHARGE" has the meaning ascribed to it in Schedule C (Charges and
        Invoicing);


        "BASELINE" has the meaning ascribed to it in Schedule C (Charges and
        Invoicing);


        "BPA AFFILIATE" means any company which is from time to time directly or
        indirectly controlled by BPA and for this purpose:


        (i)   a company is directly controlled by another company beneficially
              owning shares carrying the majority of votes at a general meeting
              of shareholders (or its equivalent) of the first mentioned
              company;


        (ii)  a particular company is indirectly controlled by a company if a
              series of companies can be specified, beginning with that company
              and ending with the particular company, so related that each
              company in the series is directly controlled by one or more of the
              companies earlier in the series; and

        (iii) a company does not include any joint venture whether incorporated
              or unincorporated.



                                       52
<PAGE>   54


        "BPA COUNTRY REPRESENTATIVE" means any individual appointed by BPA
        pursuant to the Agreement to be a Country Representative in respect of
        this Agreement;


        "BPA IT POLICY" means the document, describing the policies to be
        adopted by the Exult and the Exult Affiliates in relation to the use of
        Systems in connection with the provision of the Services, set out in
        Schedule O, Part 1 (BPA Policies and Controls);


        "BPA KEY EMPLOYEES" means the BPA personnel identified by name and
        position in Part II of Schedule I to this Agreement (Employees).


        "BPA REGIONAL REPRESENTATIVE" means an individual appointed by Client
        pursuant to the Framework Agreement;


        "BPA RESPONSIBILITIES" means those actions described in Schedule A which
        need to be performed by the Client in order for Exult Supplier to be
        able to provide the Services;


        "BPA THIRD PARTY" means a third party other than BPA, a BPA Affiliate
        and its and their respective agents, subcontractors, officers, directors
        and employers;


        "CHANGE" means a change to this Agreement or the Framework Agreement
        agreed in accordance with the Change Control Management process;


        "CHANGE OF CONTROL" shall be deemed to have occurred in relation to any
        company ("THE COMPANY") if any Relevant Entity, together with any
        Relevant Entity Affiliates:


        (i)  becomes interested (and, for the avoidance of doubt, was not
             previously so interested), directly or indirectly, in more than 50
             per cent of the shares of the Company or of the voting rights
             attached thereto, including through an initial public offering of
             more than 50 per cent of the share capital of the Company; or


        (ii) acquires the right to appoint or remove a majority of the board of
             directors of the Company


        references to a Relevant Entity being "interested" in shares shall mean
        interested in those shares for the purposes of Part VI of the Companies
        Act 1985.


        for the purposes of this definition only "RELEVANT ENTITY AFFILIATE"
        means, in relation to any Relevant Entity, any other which is in Control
        of, is Controlled by or is under common Control with such Relevant
        Entity, "CONTROL" of a person shall mean:


        (i)  the right, whether direct or indirect, to vote 50 per cent or more
             of the securities having the power to elect directors of such
             person; or


        (ii) the power, whether direct or indirect, to direct the management or
             policies of such person.

        "CHANGE CONTROL MANAGEMENT" means the procedure by which changes may be
        made to the Agreement pursuant to Clause 9 (Change Control Management
        Process) and as further set out in Schedule L (Change Control
        Management);



                                       53
<PAGE>   55

        "CHANGE REQUEST" means a request for a Change made in accordance with
        the Change Control Management process;


        "CHARGES" means the charges payable by the Client in respect of the
        Services calculated in accordance with Schedule C (Charges and
        Invoicing);


        "CLIENT ASSETS" means the goods and other assets which are owned or used
        by BPA, a BPA Affiliate or the Client solely to provide the services
        equivalent to the Services immediately before the Commencement Date,
        including, but not limited to, Client Systems and Third Party Systems
        and facilities whether or not the subject of Third Party Contracts and
        as identified in Schedule E (Assets), in each case which are required to
        be used by Exult Supplier to provide the Services;


        "CLIENT INFORMATION" means the information provided by the Client which
        comes into the possession of Exult Supplier or the Exult Affiliates or
        their subcontractors pursuant to this Agreement, or created under or
        arising out of data and records of the Client, BPA or BPA Affiliates
        pursuant to this Agreement; "CLIENT INTELLECTUAL PROPERTY" has the
        meaning ascribed to it in Clause 19.1 (Intellectual Property Rights);


        "CLIENT PREMISES" means any premises of Client Affiliates in the United
        States of America which the Client or Client Affiliates use to provide
        services equivalent to the Services immediately prior to the applicable
        Country Commencement Date;


        "CLIENT SERVICE CENTRE" means each of the remote service centres to be
        established by Exult Supplier;


        "CLIENT SYSTEMS" means Systems (or part thereof) in which the
        Intellectual Property is owned by either Client or Client Affiliates and
        to be used in whole or in part in the provision of the Services as
        identified in this Agreement;


        "COMMENCEMENT DATE" means the date of execution of this Agreement by
        both of the parties to this Agreement;


        "CONFIDENTIAL INFORMATION" means all information obtained from the other
        party which by its nature should be treated as confidential information
        or is marked as such which may come into its possession or into the
        possession of its employees, agents or subcontractors as a result of or
        in connection with this Agreement and any and all information which may
        be derived from such information;


        "CONTRACT MINIMUM(s)" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "CONTRACT MINIMUM YEAR" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "CONTRACT TRANSFER PLAN" means the plan to be developed and agreed by
        the Exult Supplier and the Client relating to the Transfer of a Third
        Party Contract to Exult Supplier or the assumption by Exult Supplier of
        an administration role in relation to a Third Party Contract;


        "CONTROLS" means those business practices (including computer security
        provisions, procedures to protect Confidential Information and
        procedures to ensure compliance with obligations to third



                                       54
<PAGE>   56

        parties in connection with Exult Supplier's provision of the Services
        hereunder), controls, Client policies, quality standards and human
        resource, financial and accounting controls necessary for the provision
        and receipt of the Services in accordance with this Agreement including:

        (i)   the Client Business Standards and Policy Document;

        (ii)  the Client Policy on the Business Conduct and Code of Business
              Ethics;

        (iii) the Client Disaster Recovery Plan; and

        (iv)  the BPA IT Policy.

        which have been provided or will be provided from time to time to Exult
        Supplier in writing and as listed in Schedule O (BPA Policies and
        Controls);


        "CORPORATE OVERHEAD" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "COUNTRIES" means the Countries in which Client requires Exult Supplier
        to procure the provision of services such as the Services pursuant to
        the Framework Agreement and "COUNTRY" means any one of them;


        "COUNTRY AGREEMENT" means an agreement, substantially in the form set
        out in Schedule N of the Framework Agreement, except as varied by or as
        necessary to accommodate the relevant applicable laws of each Country or
        as agreed by Client and Exult, to be entered into pursuant to the
        Framework Agreement by a Participating Affiliate and Exult Participating
        Affiliate in relation to the provision of Services to that Participating
        Affiliate and any other Client Affiliates and/or Affiliates specified
        therein;


        "COUNTRY REPRESENTATIVES" means the representatives appointed by each of
        the Client and Exult Supplier pursuant to, and having the
        responsibilities referred to in Clause 22 (Contract and Service
        Management) and "COUNTRY REPRESENTATIVE" means any one of them;


        "COUNTRY TRANSITION PLAN" means the plan for the assumption of the
        provision of the Service by the Exult Supplier set out in Schedule G
        (Transition Plan);


        "DECREASES" has the meaning ascribed to it in Schedule C (Charges and
        Invoicing);


        "DEFAULT" means any material breach, or series of related or unrelated
        persistent breaches which when taken together constitute a material
        breach of its material obligations under this Agreement by either party;


        "DEVELOPED SYSTEMS" has the meaning ascribed in Clause 19.8.1
        (Intellectual Property Rights);

        "DISPUTE" means any dispute, controversy or claim arising under this
        Agreement ;


        "DISPUTE RESOLUTION PROCEDURE" means the procedure which the parties
        agree should be used to resolve Disputes as set out in Clause 29
        (Dispute Resolution);


        "DUE DILIGENCE COSTS" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);




                                       55
<PAGE>   57

        "DUE DILIGENCE EXERCISE" means the exercise carried out in relation to
        each Country in accordance with Clause 4 (Due Diligence) of the
        Framework Agreement which includes the production of the Due Diligence
        Reports;


        "EARLY TERMINATION PAYMENT" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        Exult "EMBEDDED SERVICES" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "EMPLOYEE" means any employee of Exult Supplier employed from time to
        time wholly or mainly for the purposes of performing Exult Supplier's
        obligations under this Agreement;


        "EMU COMPLIANCE" means that all financial and accounting software,
        screen layouts and hardware, conform with the applicable conversion and
        rounding requirements set out in the European Council Regulation 1103/97
        and with the use of the euro as a dual and single currency but only to
        the extent necessary to meet the business requirements of Client and
        Participating Affiliates and where Exult Supplier has been given
        reasonable notice of such business requirements;


        "ESCROW AGREEMENT" means the agreement substantially in the form of that
        contained in Schedule U (Escrow Agreement);


        "EUROPE" means countries presently forming the European Union (Austria,
        Belgium, Denmark, Finland, Continental France (including Corsica),
        Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal,
        Spain, Sweden and the United Kingdom) together with those territories or
        countries presently known as Albania, Andorra, The Azores, Belorussia,
        Bosnia, Bulgaria, The Canary Islands, Ceuta, The Channel Islands,
        Croatia, Cyprus, The Czech Republic, Estonia, Gibraltar, Hungary,
        Iceland, Isle of Man, Latvia, Liechtenstein, Lithuania, Macedonia,
        Maderia, Malta, Melilla, Moldavia, Monaco, Norway, Poland, Romania, the
        Russian Federation to the west of the Urals, San Marino, The Slovak
        Republic, Slovenia, Switzerland, Turkey, Ukraine, Vatican City and The
        Yugoslav Republic including such other countries as may be notified to
        Exult Supplier in writing from time to time;


        "EXISTING IT DOMAIN" means the IT infrastructure and systems
        architecture existing at the Commencement Date;


        "EXPERT'S DECISION" means the decision of the Expert pursuant to the
        procedure described in Clause 29.2 (Dispute Resolution);


        "EXPERT" has the meaning ascribed to it in Clause 29.2 (Dispute
        Resolution);

        "EXPIRY DATE" means the end of the Initial Period unless and until no
        notice to terminate is given within the time limit specified in Clause
        14.4 (Termination on Notice after the Initial Period) at which time the
        Expiry Date shall mean the Framework Expiry Date;


        "EXULT ACTUAL COST" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "EXULT AFFILIATE" means any company which is for the time being directly
        or indirectly controlled



                                       56
<PAGE>   58

        by Exult Supplier and for this purpose:


        (i)  a company is directly controlled by another company beneficially
             owning shares carrying the majority of votes at a general meeting
             of shareholders (or its equivalent) of the first mentioned
             company; and


        (ii) a particular company is indirectly controlled by a company if a
             series of companies can be specified, beginning with that company
             and ending with the particular company, so related that each
             company in the series is directly controlled by one or more of the
             companies earlier in the series;


        "EXULT ASSETS" means the goods and other assets which are owned by Exult
        Supplier, Exult or an Exult Affiliate and acquired and used solely to
        provide the Services immediately before the termination or expiry of
        this Agreement, including Systems owned by Exult Supplier but excluding
        any assets licensed or leased to Exult Supplier, Exult or Exult
        Affiliate by way of a Third Party Contract;


        "EXULT PROPRIETARY SYSTEMS" means Exult's Systems in which the
        Intellectual Property is owned by Exult or Exult Supplier;


        "EXULT REGIONAL REPRESENTATIVES" means the individuals appointed by
        Exult Supplier pursuant to, the Framework Agreement;


        "EXULT SUPPLIER DISASTER RECOVERY PLAN" means the plan to be agreed
        between the parties which sets out the procedures to be adopted by Exult
        Supplier and the Exult Participating Affiliates in the event that any
        Systems used in the provision of the Services, or any data relating to
        the Services, is damaged or becomes unavailable for any reason;


        "EXULT SUPPLIER INTELLECTUAL PROPERTY" has the meaning ascribed to it in
        Clause 19.2 (Intellectual Property Rights);


        "EXULT SYSTEMS" means Systems used in the provision of the Services in
        which Exult or Exult Supplier owns the Intellectual Property or has been
        granted a licence to use the Intellectual Property, excluding Future
        Systems and Client Systems;


        "EXULT THIRD PARTY" means a third party other than Exult, an Exult
        Affiliate and its and their respective agents, subcontractors, officers,
        directors and employees;


        "EXULT THIRD PARTY CONTRACT" means any contracts, including subcontracts
        and licences, but excluding contracts relating to employment, entered
        into by, assigned to or novated to Exult, Exult Supplier or an Exult
        Supplier Participating Affiliate the benefit of which relates to, or
        which are used in whole or in part for, providing the Services;


        "FAILED READINESS TEST" means a failure to complete all material
        elements of a Readiness Test.


        "FORCE MAJEURE" means any cause affecting the performance of the
        obligations under this Agreement by a party arising from acts, events,
        omissions, happenings or non-happenings beyond its reasonable control
        including (but without limiting the generality thereof) governmental
        regulations arising after the Commencement Date, civil and/or political
        unrest, fire, flood, or any



                                       57
<PAGE>   59

        disaster or an industrial dispute (other than those relating to Exult's
        employees) but shall not include lack of funds or events caused by the
        party seeking to rely on the Force Majeure event or by any third party
        employed or engaged by the party seeking to rely on the Force Majeure
        event (except where and to the extent that such third party is also
        affected by a Force Majeure event) and provided that in determining what
        is in the reasonable control of Exult Supplier, full account shall be
        taken of the existence of the Exult Supplier Disaster Recovery Plan;


        "FULL SERVICE DATE" means 00.01 a.m. on the date (which is the end of
        the Transition Period) on which Exult Supplier is required to provide
        all of the Services to the Client pursuant to the Country Transition
        Plan.


        "FUTURE SYSTEMS" means Systems created by Exult Supplier or its
        Affiliates, or which Exult Supplier or its Affiliates procure to be
        created, in fulfilling obligations under this Agreement, during the term
        of this Agreement and provided to the Client or used in the provision of
        the Services;


        "FRAMEWORK COMMENCEMENT DATE" means the date defined as Commencement
        Date in the Framework Agreement;


        "FRAMEWORK EXPIRY DATE" means the date 7 years from the Framework
        Commencement Date or in the event the Framework Agreement is extended by
        agreement between the parties, the date which is then stated as being
        the Expiry Date of the Framework Agreement;


        "GENERAL WINDING UP PLAN" means the plan for co-ordinating the orderly
        assumption of the provisions of the Services by the Successor Operator
        to be produced pursuant to the Framework Agreement;


        "GLOBAL GOVERNANCE PANEL" means the body to be established in accordance
        with the Framework Agreement;


        "GOOD INDUSTRY PRACTICE" means in relation to any undertaking and any
        circumstances, the exercise of the degree of skill, care, prudence and
        foresight which would be expected from a reasonably skilled and
        experienced person engaged in the same type of undertaking under the
        same or similar circumstances;


        "GUARANTEED MINIMUM SAVINGS" has the meaning ascribed to it in Schedule
        C (Charges and Invoicing);


        "GUARANTEED MINIMUM SAVINGS DATE" has the meaning ascribed to it in
        Schedule C (Charges and Invoicing);

        "HR IT SERVICES" has the meaning ascribed to it in Schedule C (Charges
        and Invoicing);


        "INCREASES" has the meaning ascribed to it in Schedule C (Charges and
        Invoicing);


        "INDEMNIFIED PARTY" has the meaning ascribed to it in Clause 26.5.1
        (Defence of Claims);


        "INDEMNIFYING PARTY" has the meaning ascribed to it in Clause 26.5.1
        (Defence of Claims);


                                       58
<PAGE>   60


        "INDEPENDENT BUSINESS" means any business unit within a Country
        designated by Client executive committee from time to time to operate at
        arm's length because (i) it is pending decision regarding a possible
        disposal of the business unit; or (ii) the business unit operates under
        conditions materially distinct from those applying to the Services as
        evidenced by non participation in all or some of the other Client main
        stream support services in that Country;


        "IN-SITU PROCESS TAKE ON DATE" means 00:01AM on the day on which Exult
        Supplier assumes responsibility for a Process in-situ;


        "INITIAL BASELINE" has the meaning ascribed to it in Schedule C (Charges
        and Invoicing);


        "INITIAL BASE CHARGES" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "INITIAL PERIOD" means the period of 5 years from the Commencement Date;


        "INITIAL RESOURCE VOLUMES" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "INTELLECTUAL PROPERTY" means patents, trade marks, service marks,
        copyrights, topography rights, rights to extract information from
        databases, design rights, trade secrets and rights of confidence and all
        rights or forms of protection of a similar nature or having equivalent
        or similar effect to any of them which may subsist anywhere in the
        world, whether or not any of them are registered and including
        applications for registration of any of them;


        "INTERNAL CONTROLS" means such controls as would be reasonably required
        in accordance to Good Industry Practice;


        "KEY EMPLOYEES" means those Employees to be identified pursuant to
        Section 2, Schedule I (Employees) to this Agreement;


        "KEY INCIDENT" means an incident (whether or not a KPI failure) which
        would have an impact either real or perceived on the operational
        performance, finances or reputation of Client or the Client Affiliates
        or Exult's or the Exult Affiliates' performance, finances or reputation;


        "KPI CREDIT" has the meaning ascribed to it in Schedule C (Charges and
        Invoicing);


        "KPI FAILURE" means any failure by the Exult Supplier to achieve a KPI;


        "KPI FAILURE PERIOD" means the period of time during which there has
        been a KPI Failure;

        "KPIS" means the key performance indicators set out in the Service
        Levels in Schedule B (Service Levels) and "KPI" means any one of them;


        "% OF KPI POOL" has the meaning ascribed to it in Schedule C (Charges
        and Invoicing);


        "KPI PER EVENT CREDIT" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "LEVERAGED OPERATIONS" means the result of Exult Supplier's
        transformation of the Services to Exult Supplier's Service Delivery
        Model intended to improve the quality of HR services provided



                                       59
<PAGE>   61

        to the Client and achieve the Guaranteed Minimum Savings.


        "LEVERAGED PROCESS TAKE ON DATE" means 00:01AM local time on the day on
        which Exult Supplier assumes responsibility for a Process in Leveraged
        Operations;


        "LOSSES" means all losses, liabilities, costs (including reasonable
        legal costs), charges, expenses, actions, procedures, claims, demands
        and damages (including the amount of damages awarded by an arbitrator
        pursuant to Clause 29.3) (Dispute Resolution);


        "MATERIALS" means all materials, including without limitation, magnetic
        tapes, documents, designs, drawings, manuals, specifications,
        flowcharts, and all stationery and other consumables as are, at the
        applicable Country Commencement Date, in use by Client, the Client or
        their Affiliates for the provision of the services equivalent to the
        Services to the Client;


        "NON-TRANSFERRABLE THIRD PARTY CONTRACT" means a Third Party Contract
        other than a Transferable Third Party Contract;


        "NORTH AMERICA" means United States of America, Canada, and Trinidad and
        Tobago;


        "OPERATIONAL CHANGE" means a change to any Process which affects the
        procedures, scheduled operations activities, output and/or functioning
        of the Service Delivery Model, but which is not determined to be a
        Project, and does not require an adjustment to the Agreement;


        "PARTICIPATING AFFILIATES" means the Client Affiliates, in addition to
        the Client, which will receive the Services from the Exult Supplier
        Participating Affiliates under this Agreement and "Participating
        Affiliate" mean any one of them;


        "PASS THROUGH COSTS" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "PROCESS" means one of the 17 processes identified in Section II of
        Schedule A (Scope of Services);


        "PROCESS TAKE ON DATE" means 00.01am local time on the day on which
        Exult Supplier assume responsibility for the delivery of the applicable
        Process pursuant to the Country Transition Plan.


        "PROJECT" means a discrete piece of work which is not a Service, is not
        included in the Baseline, is limited in duration, has specific
        deliverables, has identifiable start and end dates, is agreed through
        the Change Control Management process, and is subject to an Process
        Charge as defined in Schedule C;


        "PROPOSED CHANGE" means a change requested through a Change Request,
        pending approval;


        "QUALITY CONTROL DOCUMENT" means the summary document to be prepared by
        Exult Supplier in accordance with Clause 3.2.8 (Controls) which sets out
        the basis on which Exult Supplier will apply the Controls to the
        provision of the Services;


        "READINESS TEST" means the test agreed between the parties to establish
        the readiness of both the Client and Exult Supplier to transition a
        Process to Exult Supplier as described in Sections 7



                                       60
<PAGE>   62

        and 8 of Schedule G (Transition Plan).

        "REDUCED RESOURCE CHARGES" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "REGION" shall mean each of North America, Europe and the Rest of the
        World;


        "REGIONAL REPRESENTATIVES" means the BPA Regional Representative and the
        Exult Regional Representative;]


        "RELEVANT ENTITY" means a person who in the reasonable opinion of Client
        either:


        (i)   is a competitor of the Client, Client or a Participating Affiliate
              primarily engaged in the business of distribution and production
              of oil and petrochemicals;


        (ii)  whose (i) financial substance and (ii) credit rating are weaker in
              any material respect than those of the Company; or


        (iii) may, through its control of the Company, have any adverse effect
              on the reputation of Client or any member of the BP Group;


        "RESOURCE UNITS" has the meaning ascribed to it in Schedule C (Charges
        and Invoicing);


        "RESOURCE VOLUMES" has the meaning ascribed to it in Schedule C (Charges
        and Invoicing);


        "REST OF THE WORLD" means countries in which Client or the Client
        Affiliates have operations other than Europe and North America;


        "RETURN ON COSTS" or "R.O.C." has the meaning ascribed to it in Schedule
        C (Charges and Invoicing);


        "SALES TAXES" means any federal, national, state, local, sales, use,
        excise, utility, gross receipts, value added taxes, other similar
        tax-related charges and surcharges levied by any authorised tax
        authority, agency or government department;


        "SENSITIVE SERVICES" means those services in the nature of the Services
        which are considered by the Client, Client or Client Affiliates to be of
        a sensitive nature in that they represent a significant risk to the
        reputation or ongoing business of the Client, Client or Client
        Affiliates or if the nature of the services are such that they could, in
        the Client's, Client's or Client Affiliate's view, potentially expose
        the Client, Client or Client Affiliate to particular legal liability,
        including those relating to administration benefit plans subject to the
        US Employee Retirement Income Security Act 1974 as amended and are
        retained and provided internally by the Client, Client or any Client
        Affiliates;


        "SENSITIVE THIRD PARTY CONTRACTS" means those Third Party Contracts and
        Exult Supplier Third Party Contracts which are considered by the Client
        to be of a sensitive nature in that they represent a significant risk to
        the reputation or ongoing business of the Client, Client or the
        Participating Affiliates, or if the nature of the services provided
        under the contracts are such that they could, in the Client's view,
        potentially expose the Client, Client or the Participating Affiliate to



                                       61
<PAGE>   63

        particular liability;


        "SERVICE CREDIT" means an amount payable by Exult Supplier to the Client
        in respect of a KPI Failure;;


        "SERVICE DELIVERY DESCRIPTION" means the documentation to be prepared by
        Exult Supplier and/or Exult Supplier in accordance with Clause 16.5
        (Winding Up Assistance);


        "SERVICE DELIVERY MODEL" means the method by which the Services, or in
        the case of Client, the services equivalent to the Services, are
        delivered.


        "SERVICE LEVEL" means the level to which the Services are to be provided
        to the Client as set out in Schedule B (Service Levels);


        "SERVICE PERFORMANCE REPORTS" means the reports to be produced by the
        Exult Supplier Country Representative in accordance with Clause 22.3
        (Service Performance Reports);


        "SERVICED EMPLOYEE" has the meaning ascribed to it in Schedule C
        (Charges and Invoicing);


        "SERVICES" means the human resource management and related services
        processes described in Schedule A (Scope of Services) as may be amended
        from time to time in accordance with the Change Control Management
        process.;


        "SPECIAL SERVICES" means any services provided by Exult Supplier
        relating to Benefit Plans (as defined in Schedule W) that are subject to
        the Employment Retirement Income Security Act 1974, including services
        comprising or in connection with Sensitive Services or Sensitive Third
        Party Contracts;


        "STANDARD RATES" means the rate to be charged by Exult Supplier to the
        Client for the provision of Projects as determined in accordance with
        Schedule C (Charges and Invoicing);


        "SUBCONTRACTOR" means any subcontractor of Exult Supplier engaged from
        time to time in accordance with Clause 32 (Subcontracting) for the
        purposes of performing any part of Exult Supplier's obligations under
        this Agreement;


        "SUCCESSOR OPERATOR" means the entity (which may include Client or any
        Client Affiliates) succeeding Exult Supplier in the provision or
        operation of all or any of the Services;


        "SYSTEMS" means computer programs, databases, the tangible media on
        which they are recorded, and their supporting documentation, including
        input and output format, program listings, narrative descriptions,
        source code, object code, algorithms, logic and development tools,
        operating instructions and user manuals;


        "TAXES" means all federal, state, local or foreign income tax, duty,
        charge, and any penalty or interest thereon and any of the costs and
        charges whatsoever assessed or imposed by any competent legal or fiscal
        authority in relation thereto, including Withholding Tax, but excluding
        value added or other similar sales or use taxes;


        "TERM VESTED ANNUITANTS" has the meaning ascribed to it in Schedule C
        (Charges and



                                       62
<PAGE>   64

        Invoicing);


        "THIRD PARTY CONTRACTS" means any contracts, including licences, but
        excluding contracts relating to employment, entered into by Client, or
        any Client Affiliates the benefit of which relates to, or which are used
        in whole or in part for providing services equivalent to the Services
        immediately prior to the Commencement Date as identified in Schedule D
        (Third Party Contracts);


        "THIRD PARTY HR CONTRACT" means a Third Party Contract pursuant to which
        a third party provides the Client with services equivalent to the
        Services;


        "THIRD PARTY SYSTEMS" means any Systems in which the Intellectual
        Property is owned by a third party which Client, or any Client Affiliate
        has been granted a licence to use and which are required to be used by
        Exult Supplier to provide the Services as identified in Schedule F
        (Systems);


        "TOTAL LABOUR RELATED COSTS" has the meaning ascribed to it in Schedule
        C (Charges and Invoicing);


        "TRANSFER" and "TRANSFERRED" in respect to a Third Party Contract or
        Sensitive Third Party Contract refers to the transfer of such contract
        by assignment or novation as well as to, upon termination or expiry of
        such Third Party Contract, the taking over by Exult Supplier of the
        services provided thereunder as Services under the relevant Country
        Agreement;


        "TRANSFER/TRANSFORMATION COSTS" has the meaning ascribed to it in
        Schedule C (Charges and Invoicing);


        "TRANSFERABLE THIRD PARTY CONTRACTS" means Third Party Contracts which
        are identified during the Due Diligence Exercise or the Validation
        Exercise or thereafter as being capable of being either terminated or
        assigned to Exult Supplier at short notice and without incurring any
        penalty; "VALIDATION EXERCISE" means the exercise to be carried out in
        accordance with Part 2 of Schedule G (Transition Plan);


        "TRANSITION PERIOD" means the period between the Commencement Date and
        the Full Service Date;


        "TRANSITION SCHEDULE" means the time line for the transition of all
        Processes for a Country to Exult Supplier (in-situ and/or Leveraged
        Operations) as defined in Section 9 of Schedule G (Transition Plan).


        "TRIGGER EVENT" means an event which will enable Client to obtain
        delivery of the relevant source code materials under the terms of the
        Escrow Agreement;


        "UNDERLYING TECHNOLOGY" means the Exult Supplier IT Domain dedicated to
        supporting the provision of the Services.


        "VALIDATION EXERCISE" means the exercise for each applicable Country
        consisting of the validation of the Baseline, volumetrics, resource
        requirements, costs, Services, Third Party Contracts and Service Levels,
        conducted within 60 days following the Country Commencement



                                       63
<PAGE>   65

        Date;


        "WINDING UP ASSISTANCE" means the assistance to be given by Exult
        Supplier to the Client as contained in a Winding Up Plan;


        "WINDING UP ASSISTANCE COSTS" has the meaning ascribed to it in Schedule
        C (Charges and Invoicing);


        "WINDING UP PLAN" means the winding up plan to be developed in
        accordance with the provisions of Clause 16 (Winding Up Assistance) to
        provide for the orderly transitioning of the Services to the Successor
        Operator on termination or expiry of the Agreement; and


        "WITHHOLDING TAXES" means any Taxes required to be withheld or deducted
        by the competent legal or fiscal authorities in the Country of the tax
        residence of the Client or any sum payable by the Client to Exult
        Supplier for the Charges under this Agreement.


        "WORK PRODUCT" means any works, including documents or reports whether
        or not in electronic form produced for delivery to the Client as part of
        the Services and/or fulfilling the obligations of Exult Supplier under
        this Agreement including the Service Delivery Description but excluding
        Future Systems and the Exult Supplier Systems.


        "YEAR 2000 COMPLIANT" means that all software, systems and hardware
        comply with the British Standards Institute requirements set out in DISC
        PD 2000-1 "A Definition of Year 2000 Conformity Requirements".



                                       64
<PAGE>   66


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE A

                                SCOPE OF SERVICES


<PAGE>   67

                                TABLE OF CONTENTS



<TABLE>
<S>            <C>                                                                                                      <C>
1              INTRODUCTION...............................................................................................1


2              EXULT SERVICES.............................................................................................1


               A             Training.....................................................................................1


               B             Organisation Development.....................................................................2


               C             HR Strategy..................................................................................2


               D             Labour Relations.............................................................................2


               E             Expatriate Relocation and Administration.....................................................2


               F             HR Information Services  ("HRIS") (Employee Records).........................................3


               G             Benefits.....................................................................................3


               H             Compensation.................................................................................3


               I             Employee Relations...........................................................................3


               J             Compliance...................................................................................3


               K             Vendor Administration........................................................................4


               L             Payroll......................................................................................4


               M             Employee Development.........................................................................4


               N             Resourcing/Recruiting........................................................................4


               O             Severance....................................................................................5


               P             Performance Management.......................................................................5


               Q             Domestic Relocation Administration...........................................................5


               R             HR Information Technology ("HRIT")...........................................................5
</TABLE>



                                       i

<PAGE>   68

                                   SCHEDULE A

                                SCOPE OF SERVICES


1       INTRODUCTION


        This Section describes certain duties, obligations and responsibilities
of Exult and of BPA in performing the Services.


        Except where specifically set out in the applicable Country Transition
Plan, from the Commencement Date, Exult shall provide each process included in
the Services [***]*


        For the purposes of this Schedule, Exult shall mean Exult Supplier where
appropriate; BPA shall mean the Client where appropriate.

2       EXULT SERVICES


        Exult and BPA will perform the services as defined in this Schedule A.
        For responsibilities where there is no quantification of the service to
        be provided, Exult and BPA will provide the function [***]* Schedule T
        identifies the BPA population, by Process, that shall receive the
        Services identified in this Schedule.


        The detailed scope is to be agreed before the applicable Process Take On
        Date. Exult shall assume responsibility for each of the Processes set
        out in this Schedule on the applicable Process Take On Date. For the
        table included in each of the sections below, the following legend
        applies:


                                  Table Legend

                    X        Performs Responsibility

                    A        Approves

        The parties recognise that there are third party agreements yet to be
        evaluated that may be identified as Sensitive Third Party Agreements.
        The current representation of process activities and responsibilities in
        Schedule C of this Agreement reflects the intention of the parties in
        the absence of Sensitive Third Party Agreements. Specific adjustment to
        the responsibilities of BPA and Exult in any Process area affected by
        Sensitive Third Party Agreements and/or Sensitive Services will be made
        prior to the Process Take On Date to address the legal and operational
        risks associated with the provision of Services by Exult, BPA and the
        third parties associated with the above, for the period of time these
        remain sensitive.


        For the avoidance of doubt, adjustments of responsibilities in relation
        to Section G, Benefits is anticipated in order to effectively manage
        legal risk and ensure operational effectiveness of the Services.

A       TRAINING


        Training as a process includes training needs assessment,
        course/materials development, logistics co-ordination, conduct of
        training and training leader selection,



----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       1
<PAGE>   69



        training effectiveness assessment and post training follow-up. Delivery
        of training materials includes traditional classroom, self-study,
        computer-aided training and third party training delivery mechanisms.

                                     [***]*
                                     [***]*

B       ORGANISATION DEVELOPMENT


        Organisation development focuses on organisation design and ensuring
        organisation effectiveness. These activities include business and new
        venture organisation consulting, managing organisational improvement
        efforts and overseeing organisation consulting supplied by third
        parties. Assessment of existing and proposed organisation models and
        reorganisations will also be major activities in the area


        [***]*


                                     [***]*

C       HR STRATEGY


        HR strategy develops the long-term HR strategy for BPA and ensures the
        linkages to organisational goals and business objectives. In addition,
        HR strategy directs the development of the HR function and maintains
        ties to outside entities thereby introducing new HR concepts into BPA


        [***]*


                                     [***]*

D       LABOUR RELATIONS


        Labour relations promotes/maintains effective relationships between BPA
        and its employees. Relationship management, for example, with any BPA
        works councils, trade unions, collective bargaining units, employee
        forums and all BPA employees includes negotiations, problem/issue
        management, and interfacing with regulatory entities on behalf of BPA


        [***]*


                                     [***]*

E       EXPATRIATE RELOCATION AND ADMINISTRATION


        Expatriate relocation and administration establishes expatriate
        policies, manages the special needs of the expatriate population, and
        assesses the many expatriate related problems/issues. Other
        responsibilities include tax activities, spouse and dependent programs,
        relocation assistance, and salary equalisation. Repatriation of
        employees is also in the scope of this function.


        [***]*




----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       2
<PAGE>   70


                                     [***]*

F       HR INFORMATION SERVICES ("HRIS") (EMPLOYEE RECORDS)


        HR information services (employee records) responsibilities include all
        activities necessary to capture, track, modify and report employee
        related electronic and physical data. HRIS data includes data on active
        employees, inactive employees such as terminated, term vested, deceased,
        and annuitants, and appropriate non-employee populations.


        [***]*

                                     [***]*

G       BENEFITS


        Benefits includes benefits strategy development, benefits plan design
        and administration, and communications of benefit programs to BPA
        employees. The function determines the appropriate competitive level and
        mix of benefits for BPA, including health and welfare plans, defined
        contribution plans, and defined benefit plans.


        [***]*


                                     [***]*

H       COMPENSATION


        Compensation is the development of compensation plans and strategies for
        BPA. The function ensures and administers the various compensation
        programs that range from basic pay, executive compensation, variable pay
        programs and other business-needs based pay schemes. Additionally, the
        function determines the appropriate competitive level and mix of base
        pay, short-term incentives and long term incentives.


        [***]*


                                     [***]*

I       EMPLOYEE RELATIONS


        Employee relations performs activities needed to keep a productive and
        committed workforce in place. Assuring a healthy work environment
        includes activities such as goal setting, diversity programs, employee
        complaint resolution, employee coaching/counselling and communicating
        workplace issues to interested groups of employees.


        [***]*


                                     [***]*

J       COMPLIANCE


        Compliance is the management of BPA's legal requirements and internal
        business policies across all HR processes.





----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       3
<PAGE>   71

        [***]*


                                     [***]*

K       VENDOR ADMINISTRATION


        Vendor administration is the process by which third party providers of
        HR or other related services to BPA (except for providers who have
        fiduciary responsibilities to BPA employees) are administered by Exult
        to ensure acceptable quality and price. Vendor selection, performance
        monitoring, service negotiation and vendor certification are all
        critical efforts. The administration of third party costs and allocation
        of these costs to the appropriate business entities are also included
        here.


        [***]*


                                     [***]*

L       PAYROLL


        Payroll processes include the collection of time and attendance data,
        management of employee earning and deductions, calculation of gross and
        net pay, and processing employee payments. Additionally, the payroll
        function will compute and file payroll related taxes, manage mandated
        deductions and perform the accounting transactions necessary to
        accumulate labour expenses at the detailed level including all general
        ledger interfaces.


        [***]*


                                     [***]*

M       EMPLOYEE DEVELOPMENT


        Employee development identifies employee development needs and ensures
        that these development needs are planned with the employee and the
        supervisor. Development tool construction, managing the execution of
        development, tracking employee development plans, and succession
        planning are all included.


        [***]*


                                     [***]*

N       RESOURCING/RECRUITING


        Resourcing/recruiting includes setting resourcing strategy, conducting
        workforce planning and performing the hiring process, which includes
        candidate pool solicitation, assessment, negotiation and orientation
        activities. Vendor administration, logistics and assessment of
        resourcing strategies are also included.


        [***]*


                                     [***]*



----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       4
<PAGE>   72

O       SEVERANCE


        Severance responsibilities include development of successful
        programs/policies to transition employees from BPA, policy definition,
        program development, impact modelling and program administration,
        selection of third party vendors for outplacement, and managing the cost
        of severance programs.


        [***]*


                                     [***]*

P       PERFORMANCE MANAGEMENT


        Performance management sets performance goal structures for BPA and
        develops the tools needed to assess employee/group performance against
        these goals. Management of the performance review process and reporting
        on the process outcomes are also responsibilities.

        [***]*


                                     [***]*

Q       DOMESTIC RELOCATION ADMINISTRATION


        Domestic relocation administration oversees the work involved in moving
        employees from one geographical location to another. Policy development,
        cost tracking, employee education and communication, third party
        administration and issue resolution all reside in this area.


        [***]*


                                     [***]*

R       HR INFORMATION TECHNOLOGY ("HRIT")


        "BPA IT Domain" shall mean the data processing infrastructure, servers,
        data communications equipment, local area networks, desktop equipment
        and support, common office environment, and wide area network facilities
        operated and maintained by BPA and/or operated and maintained by third
        parties under Third Party Contracts managed by BPA.


        [***]*


        [***]*


        [***]*

                                     [***]*




----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       5
<PAGE>   73

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE B


                                 SERVICE LEVELS




<PAGE>   74

                                TABLE OF CONTENTS



<TABLE>
<S>         <C>                                                                                                          <C>
1           INTRODUCTION...................................................................................................1

2           PRINCIPLES GOVERNING SERVICE LEVELS............................................................................1

3           PROCESS........................................................................................................1

4           SERVICE CREDITS................................................................................................4
</TABLE>




                                       i


<PAGE>   75

                                   SCHEDULE B

                                 SERVICE LEVELS



1       INTRODUCTION


        This Schedule defines the principles and parameters governing the
        Service Levels which shall be measured. This Schedule also describes how
        these Service Levels shall be established.


        There are two types of Service Levels that shall be defined, measured
        and reported for each Country Agreement:

        1.1     Key Performance Indicators ("KPIs"):

                (i)     KPI Surveys - these measure the satisfaction of BPA
                        employees and management with the Services that are
                        provided by Exult ;

                (ii)    KPI Service Levels - Service Levels that must be met to
                        avoid a significant financial or Service impact to BPA;

        1.2     Reporting Service Levels ("RSLs") - these measure Exult's
                performance of the Services using a range of quantitative and
                qualitative Service Levels.


                Each Country Transition Plan shall define the process by which
                the Services shall be transitioned from the BPA Service Delivery
                Model to the Exult Service Delivery Model. The impact of the
                transition to the Leveraged Operations shall be assessed and any
                changes to Service Levels, including KPIs, shall be agreed in
                accordance with Schedule L, Change Management.


                The process for initially establishing these Service is
                described in Section 3, Process.

2       PRINCIPLES GOVERNING SERVICE LEVELS


        Principles governing Service Levels are documented in the Framework
        Agreement, Schedule B, Service Levels.

3       PROCESS


        Following the Commencement Date of each Country Agreement and before the
        Process Take On Date, the parties shall determine and agree the Service
        Levels that shall be included in Schedule B, Service Levels, of the
        Country Agreement. In addition, the appropriate measurement tools and
        reporting process for each Service Level shall be identified.


        The timeframe to determine the Service Levels, the measurement tools and
        the reporting process shall be documented in the applicable Country
        Transition Plan.

        3.1     KPI Surveys

                3.1.1   An agreed upon Service Level metric shall be determined
                        and implemented in accordance with the Country
                        Transition Plan.


                3.1.2   Surveys shall then be conducted and measured against the
                        KPI Survey metric and reported in accordance with the
                        Service Performance Report obligation under the Country
                        Agreement.




                                       1
<PAGE>   76

                3.1.2   KPI Surveys Service Level Table


                                     [***]*

        3.2     KPI Service Levels

                3.2.1   With respect to the KPI Service Levels for Payroll and
                        HRIT, as identified in each applicable Country
                        Agreement, the parties shall agree on the applicable KPI
                        Service Level metric prior to the Process Take On Date.
                        Exult shall report on its performance of the Services in
                        accordance with such KPI Service Level thereafter.

                3.2.2   With respect to the remaining KPI Service Levels, the
                        parties shall agree on the applicable provisional KPI
                        Service Level metric prior to the Process Take On Date.
                        Exult shall measure and report its performance of the
                        Services in accordance with such provisional KPI Service
                        Levels for an agreed period of time, [***]* in order to
                        determine the appropriate KPI Service Level metric.
                        After such period, the parties shall agree on the
                        applicable KPI ---- Service Level metric and Exult shall
                        report on its performance of the services in accordance
                        with such Service Level thereafter.

                3.2.3   KPI Service Level Table


                        KPI Process Weighting for KPI Service Levels shall be
                        determined by the Client and identified within the
                        Country Agreement. [***]* Each KPI Service Level shall
                        be assigned a value of [***]*

3.3     [***]*


        To the extent that a KPI Service Level is not achieved due to any
        non-performance of or any other defect in any systems, hardware or other
        technical infrastructure, other than those systems, hardware or other
        technical infrastructure supplied or controlled by Exult under this
        Agreement, Exult Supplier shall have no liability for such failure to
        achieve the KPI Service Levels.

3.4     Reporting Service Levels


        The following table of RSLs is illustrative of those that will be
        adopted in each Country. The intention is to adopt a limited number of
        meaningful RSLs to reflect key aspects of each Process. The parties
        recognise that the illustrative RSLs set out below will need to be
        amended by agreement before the Process Take On Date for each Process to
        reflect the greater understanding of each Process that will be developed
        during the Validation Exercise (and on an ongoing basis through the life
        of the Agreement as the Service Delivery Model is enhanced).


        The parties agree that the RSLs should wherever practicable and
        appropriate be based on (i) information that is currently reported on at
        the Process Take On Date; or (ii) information which can b generated from
        the normal operation of the Service Delivery Model and Systems without
        the need for extra development or modification to the Systems or Service
        Delivery Model. Any proposals for additional RSLs beyond the numerical
        limits set out above or for RSLs which do not fit into the category set
        out in the


----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       2
<PAGE>   77



        paragraph below shall be subject to Change Control Management and the
        Parties recognise that an appropriate equitable adjustment may be
        necessary to implement such RSLs. As noted in Section 3.4 below, the
        parties shall review Service Level metrics and shall determine and
        agree, through the Change Control Management process, revised Service
        Level metrics to reflect the benefits of Leveraged Operations. Agreed
        changes to RSLs resulting from this review will be implemented at Exult
        Supplier's expense.


        The number of RSLs shall me limited to [***]* for each Country and
        wherever practicable and appropriate RSLs shall be standardised for like
        Processes in each Country. Although it is recognised that because
        requirements will vary between Countries and that there will sometimes
        be a need for different RSLs to be applied on a Country by Country
        basis, the intention is that the total number of active RSLs shall be no
        greater that 50 on a global basis at any one time.

        3.4.1   Once the measurement tools and the reporting process have been
                determined, the RSLs shall be measured and reported on an
                ongoing basis.







----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       3
<PAGE>   78


                3.4.2   Reporting Service Levels Table (Illustrative)


                                     [***]*

        3.5     ANNUAL SERVICE LEVELS REVIEW

                3.5.1   [***]* Processes being transformed to Leveraged
                        Operations, the Regional Governance Panel shall review
                        Service Level metrics and shall determine and agree,
                        through the Change Control Management process, revised
                        Service Level metrics to reflect the benefits of
                        Leveraged Operations.

                3.5.2   These Service Levels shall be reviewed and revised,
                        through the Change Control Management process on an
                        annual basis thereafter.

4       SERVICE CREDITS

        4.1     KPI Surveys and KPI Service Levels shall be subject to Service
                Credits as set out in Schedule C.

        4.2     Provisional KPI Service Levels and RSLs shall not be subject to
                Service Credits.

        4.3     A failure by the Exult Participating Affiliate to meet a KPI set
                forth in the applicable Country Agreement shall entitle the BPA
                Participating Affiliate to at its option (1) recover a service
                credit as set forth in Schedule C and/or (2) seek any other
                remedy set forth in the applicable Country Agreement.




----------------------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

                                       4

<PAGE>   79

                        UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE C


                              CHARGES AND INVOICING




<PAGE>   80

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
1       INTRODUCTION.........................................................................2

2       DEFINITIONS..........................................................................2

3       OVERVIEW.............................................................................4

4       CHARGING METHODOLOGY PRIOR TO THE GUARANTEED MINIMUM SAVINGS DATE....................9

5       CHARGING METHODOLOGY FOLLOWING THE GUARANTEED MINIMUM SAVINGS.......................10

6       TRANSITION/TRANSFORMATION COSTS.....................................................16

7       CLIENT SERVICE CENTRE COSTS (CSC)...................................................16

8       AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS............17

9       CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT.....................17

10      IT INVESTMENTS......................................................................17

11      GAIN SHARING........................................................................17

12      CLASSIFICATION OF EXPENSE ITEMS SUBJECT TO MARGIN VERSUS PASS-THROUGH...............19

13      THIRD PARTY REVENUE.................................................................19

14      INVOICING...........................................................................19

15      TRANSFER OF ASSETS..................................................................20

16      CONTRACT MINIMUMS...................................................................20

17      INFLATION...........................................................................20

18      EARLY TERMINATION PAYMENT...........................................................21
</TABLE>


                                       i
<PAGE>   81

                                   SCHEDULE C


                              CHARGES AND INVOICING


1       INTRODUCTION


        This Schedule describes the methodology for determining the charges to
        be paid by BPA to Exult for the performance by Exult of its obligations
        under this Agreement as well as the associated processes for invoicing
        BPA for such charges.


2       DEFINITIONS


        Any capitalised terms that are not defined in this Schedule shall have
        the meanings assigned to them in the Agreement. The following terms
        shall have the meanings set out below:


        "ACTIVE SERVICED EMPLOYEE" shall mean any Serviced Employee who is
        currently employed during the period when the Services are measured.


        "ADDITIONAL RESOURCE CHARGES" or "ARCs" shall mean the incremental
        charges payable by BPA, in addition to the Base Charge for resource
        usage that exceeds the Resource Volumes.


        "ANNUAL WORK UNITS" represents the annual total IT Work Units performed
        by Work Type.


        "BPA" shall mean BPA or the Client where appropriate


        "BASE CHARGE" shall mean Exult's annual charge divided by 12 and
        invoiced monthly for the period commencing [***]* from the Baseline
        Validation and recalculated [***]*.


        "BASELINE" shall mean the adjusted Initial Baseline as determined by
        Baseline Validation.


        "BASELINE GUARANTEE" means the minimum Initial Baseline and Baseline
        related to each Process taken on by Exult prior to the Guaranteed
        Minimum Savings Date as set out in Section 4.1. The Baseline Guarantee
        is [***]*


        "BASELINE VALIDATION" shall mean validation of the Initial Baseline to
        be completed by [***]*


        "BENEFITS" shall mean those benefits set out in Schedule A.


        "CENTRE OF EXCELLENCE COSTS OR COE COSTS" shall mean the actual costs
        related to the organisation within Exult identified as such which
        include the Exult subject matter experts and support staff. Functions
        staff will perform shall include:


        (i)    Supporting complex inquiries and problem resolutions on calls to
               the Client Service Centre; or


        (ii)   Assisting with the management of third party vendors in defining
               service levels and monitoring performance; or


        (iii)  Assisting in the implementation of policy modifications and
               changes that come from BPA ; or

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       2
<PAGE>   82

        (iv)   Defining the continuous improvement and best practice trends per
               Process that are requirements of the Country Agreement


        "CHANGE REQUEST CHARGES" shall mean the charges relating to the
        implementation of Changes authorised by BPA in accordance with Schedule
        L.


        "CLIENT HR COSTS" shall mean the Total Labour Related Costs required by
        BPA to provide the Embedded Services and HR services [***]*


        "CONTRACT MINIMUMS" shall mean the minimum monthly payments by BPA to
        Exult as referenced in Clause 23 of the Country Agreement and in
        accordance with this Schedule C.


        "CONTRACT MINIMUM YEAR" means each period of 12 months following the
        Guaranteed Minimum Savings Date.


        "CORPORATE OVERHEAD" shall mean Exult's general and administration
        costs.


        "DECREASES" means the items set out in Section 3.4.2.


        "DUE DILIGENCE COSTS" shall mean the costs incurred by Exult in
        accordance with Clause 4.6 of the Framework Agreement in carrying out
        the Due Diligence Exercise in the applicable Country.


        "EMBEDDED SERVICES" shall mean those HR functions to be retained or
        retained as the case may be by BPA.


        "EXULT" shall mean Exult, the Exult Participating Affiliate or the Exult
        Supplier where appropriate


        "EXULT ACTUAL COST" shall mean the sum of [***]*


        "GUARANTEED MINIMUM SAVINGS" shall mean the reduction to the Category A
        costs included in the Baseline calculated in accordance with Section
        5.1.1 and Table C-5.1.1.


        "GUARANTEED MINIMUM SAVINGS DATE" shall mean [***]*


        "HR IT SERVICES" shall mean the costs for information technology
        services (as defined in Schedule A)


        "INCREASES" means the items listed in Section 3.4.2.


        "INITIAL BASELINE" shall mean [***]*


        "INITIAL BASE CHARGES" shall mean the monthly charges calculated in
        accordance with Section 4.1 for [***]*


        "INITIAL RESOURCE VOLUMES" shall mean, with respect to the applicable
        Country, the initial estimated amount of resources utilised by BPA (such
        as the number of training classes or domestic relocations) and/or the
        number of Active Serviced Employees supported by BPA in the 12 month
        period prior to the Country Commencement Date.


        "KPI CREDIT" means the percentage subtracted from the applicable Exult
        gain share portion.

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       3
<PAGE>   83

        "% OF KPI POOL" means the percentage used of the maximum Service Credits
        per year.


        "KPI PER EVENT CREDIT " means the percentage deducted for each missed
        Service Level from the % of KPI Pool for a specific KPI.


        "PASS THROUGH COSTS" shall mean those costs identified in the Country
        Agreement [***],* including the cost of [***],* BPA charge-ins including
        those relating to [***]*


        "REDUCED RESOURCE CHARGES" or "RRCs" shall mean the incremental credits
        payable to BPA for resource usage that is lower than the Resource
        Volumes.


        "RESOURCE UNITS" shall mean the units of measurement for the amount of
        Resource Volumes used within each Process.


        "RESOURCE VOLUMES" shall mean, with respect to the applicable Country,
        the estimated amount of resources utilised by BPA (such as the number of
        training courses, the number of attendees at training courses or
        domestic relocations) and/or the number of Active Serviced Employees
        required by BPA, annually from the Guaranteed Minimum Savings through
        the term of the Country Agreement.


        "RETURN ON COSTS" or "ROC" shall mean Exult's portion of gain share from
        providing Services in a Country divided by the Exult Actual Cost for
        [***]*.


        "SERVICED EMPLOYEE" shall mean any BPA employee, former employee, or
        contractor that is supported by the Services.


        "TERM VESTED ANNUITANTS" means an individual, whom upon ceasing of
        employment with BPA was less than age 55 and had five (5) or more years
        of benefit accrual service under BPA's pension plan.


        "TOTAL LABOUR RELATED COSTS" shall mean the costs incurred by BPA in
        relation to HR employees or individual contractors including salaries
        and wages, payroll benefits and BPA employee taxes, contractors fees,
        pension, travel expenses, training, meetings and entertainment, office
        space and utilities, office expenses supplies and dues, desktop and
        communication services, relocation and expatriate expenses. Pension
        costs are only included to the extent that BPA is at the relevant
        Process Take On Date making contributions to the employees' pension
        plans.


        "TRANSFER/TRANSFORMATION COSTS" shall mean the costs set out in Section
        6.


        "WINDING UP ASSISTANCE COSTS" shall mean the following costs associated
        with the transfer of the Services upon termination of the Country
        Agreement to BPA or a third party:


        [***]*


3       OVERVIEW


        3.1    PRINCIPLES


               The main principles underlying the charging mechanism are as
               follows:


                3.1.1   Subject to Sections 5.1.3 (ARCs/RRCs), 17 (Inflation)
                        and agreed Changes,

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       4
<PAGE>   84

                        Exult's charges shall not:


                        [***]*


                3.1.2   Exult's charges shall be based upon BPA's [***]*, as
                        appropriate, as described in Sections 4.1 and 5 of this
                        Schedule C.


                3.1.3   The Exult Actual Cost in any year following the
                        Guaranteed Minimum Savings Date [***]*, subject to the
                        following adjustments:


                        (i)     ARCs/RRCs (see Section 5.1.3)


                        (ii)    Inflation (see Section 17)


                        (iii)   Charges for agreed Changes (see Section 5.1.9
                                and Schedule L)


                        (iv)    Project Charges (see Section 5.1.9)


                3.1.4   The Exult Actual Cost shall not [***]*


                3.1.5   [***]*


                3.1.6   During the [***]* the parties will work together to
                        ensure that all in-scope BPA employee costs are
                        identified so that the Initial Base Charges calculated
                        in accordance with Sections 4 and 5, [***]*


                3.1.7   From the Guaranteed Minimum Savings Date, and subject to
                        agreed Changes, Force Majeure events, BPA performing its
                        responsibilities under the applicable Country Agreement
                        and the specific Process being taken on prior to the
                        Guaranteed Minimum Savings Date.Exult shall provide
                        Guaranteed Minimum Savings on the [***]* costs with
                        respect to those Processes which have been taken on by
                        the Guaranteed Minimum Savings Date and for subsequent
                        Processes when taken on.


                3.1.8   It is Exult's intention to try to reduce the cost of
                        Third Party Contracts transferred to Exult [***]*


        3.2     CATEGORIES OF COST


                The charging mechanisms will be based on cost categories related
                to the Services. [***]*


                [***]* BPA shall receive Guaranteed Minimum Savings, shown in
                Table C-5.1.1, from Exult on the [***]* costs to be determined
                as part of Baseline Validation.


        3.3     COUNTRY DUE DILIGENCE EXERCISE


                The Initial Baseline will be determined during the Country Due
                Diligence Exercise prior to signature of the relevant Country
                Agreement. [***]* For Countries apart from the U.S. and U.K.,
                Country Due Diligence Exercises shall determine whether the
                Guaranteed Minimum Savings and Exult's Return can be achieved.
                [***]* The impact of any Withholding Taxes

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       5
<PAGE>   85

                shall also be included in Exult's Return as set out in Clause
                2.10 of the Framework Agreement.


        3.4     ESTABLISHING BASELINE COSTS


                3.4.1   Client HR Costs


                        During the [***]*, BPA shall establish its total Client
                        HR Costs including HR IT Services. For Countries other
                        than the U.S. and U.K, the Client HR Costs shall be
                        established by BPA during each Due Diligence Exercise.
                        The Client HR Costs will be used to determine the actual
                        [***]* cost savings realised by BPA as the result of the
                        Process being taken on by Exult. [***]*, BPA will
                        establish the numbers of HR staff and designate each
                        staff member with the following categories:


                        -       In-Scope employees.


                        -       Embedded Services HR staff.


                        -       Staff associated with the merger and
                                harmonisation of BP and Amoco.


                        -       Staff whose status is still to be determined.


                        -       Other staff associated with identified projects


                        In order to establish the Total Labour Related Costs no
                        HR personnel can be removed by BPA from the Client HR
                        Cost without first being designated within one of the
                        above five categories. Any dispute relating to the
                        classification of HR personnel shall be determined by an
                        Expert in accordance with Clause 24.2 of the Framework
                        Agreement (Dispute Resolution Procedure).


                        [***]*


                        For Countries other than the US and UK, the Client HR
                        Cost shall be established during the Country Due
                        Diligence Exercise and each member of staff designated
                        within the above four categories.


                3.4.2   Adjustments to Client HR Costs


                        Once the Client HR Costs are established, BPA shall put
                        in place financial controls and tracking mechanisms to
                        allow BPA to track costs and for Exult to verify such
                        costs on a monthly basis. The Client HR Costs shall be
                        adjusted to take into account "Increases" or "Decreases"
                        as set out below:


                        A       Increases


                                Increases in costs shall include the following
                                activities:


                                -       An increase in compensation or other
                                        Total Labour Related Costs.


                                -       Temporary staff required to replace
                                        staff included as Client HR

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       6
<PAGE>   86

                                        Costs.


                                -       Replacement (either temporary or
                                        full-time) staff to fill vacant
                                        positions for HR personnel initially
                                        included as Client HR Costs who leave
                                        BPA (or take a non-HR job within BPA)
                                        and who do not transfer to Exult prior
                                        to the applicable Process Take On Date.


                                -       Additional HR resources to handle
                                        expansions and/or changes to BPA's
                                        business requirements and or activities.


                                -       Anticipated adjustments agreed by
                                        parties.


                        B       Decreases


                                Decreases in costs shall include decreases not
                                caused by Exult taking on the Services:


                                -       Savings in providing Embedded Services
                                        resulting from non-Exult activities such
                                        as using one HR advisor across more than
                                        one business unit where two or more
                                        advisors were used previously.


                                -       Savings as a result of a reduction in
                                        services provided by Embedded Services
                                        staff such as the elimination of
                                        Organisational Developmental services at
                                        a particular business unit.


                                -       Continuous improvement in the way
                                        Embedded Services are provided such as
                                        the restructuring of functions to
                                        consolidate staff.


                                -       Divestitures.


                                -       Replacement of Embedded Services staff
                                        with less expensive staff.


                                -       Savings related to the harmonisation and
                                        merger of BP and Amoco. Such savings
                                        include, but are not limited to, the
                                        transition to a single US payroll
                                        system.


                                In the event of a dispute arising out of the
                                classification of a Decrease in cost as not
                                having been caused by Exult taking on the
                                Services, the matter shall be referred to an
                                Expert pursuant to Clause 24.2 of the Framework
                                Agreement (Dispute Resolution Procedure). Unless
                                the parties agree otherwise, all cost Decreases
                                not classified as Decreases not caused by Exult
                                taking on the Services shall form part of the
                                [***]* cost savings realised by BPA as the
                                result of Exult taking on the Process.


                                The remaining Client HR Costs [***]* shall be
                                considered to be the cost of providing Embedded
                                Services.

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       7
<PAGE>   87

                3.4.3   Baseline Validation


                        Baseline Validation will commence once the final Process
                        Take On Date has occurred and prior to [***]* to
                        establish the actual Baseline to be used for the
                        remaining term of the Country Agreement. Baseline
                        Validation will establish the Baseline and resultant
                        Base Charge to be applied following the Guaranteed
                        Minimum Savings Date.


                        The Baseline Validation shall cover those items included
                        in the Due Diligence Exercise as well as other costs or
                        items the are identified subsequent to the Due Diligence
                        Exercise. Baseline Validation shall also include
                        validation of the remaining Client HR Costs including
                        the merger and harmonisation costs associated with BP
                        and Amoco. Exult shall have the option to carry out an
                        audit at its own cost on the Client HR Costs established
                        during Baseline Validation. Any disagreements about the
                        findings of this audit may be referred to an Expert
                        pursuant to Clause 24.2 of the Framework Agreement
                        (Dispute Resolution Procedure).


                3.4.4   [***]* Cost Validation


                        (i)     Principles relating to costs


                                The principles underlying the Exult Actual Cost
                                [***]* are:


                                (a)     Exult will use technology to assist it
                                        in providing the Guaranteed Minimum
                                        Savings


                                (b)     Exult intends to automate relevant
                                        transactional processes and allow BPA
                                        employee access through the
                                        implementation of internet-enabled HR
                                        support by using Client Service Centres
                                        (including the integration of HR
                                        transactional processing support),
                                        knowledge and case management, workflow
                                        and data warehousing technology;


                                (c)     Exult's use of technology will continue
                                        to evolve as opportunities to use
                                        technology effectively are identified
                                        during the term of the Country
                                        Agreement;


                                (d)     Exult shall not unreasonably be
                                        prevented from using technological
                                        innovations;


                                (e)     as a result of Section (a) to (e) above,
                                        [***]*


                3.4.5   [***]* Charges


                        [***]*


                3.4.6   [***]* Validation


                        The [***]* costs for BPA (which are based upon the
                        budget provided by BPA) and Exult's budgeted [***]*
                        costs shall be validated as part of the Baseline
                        Validation. To the extent that the merger and
                        harmonisation of BP and Amoco has not been

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       8
<PAGE>   88

                        completed by the completion date for the Baseline
                        Validation an estimate for the anticipated impact of any
                        remaining merger and harmonisation activity will be
                        agreed and included in the Baseline Validation and such
                        estimate will be subject to further validation on the
                        completion of the merger and harmonisation activity.
                        Both parties shall make reasonable efforts to validate
                        these actual and budgeted costs. This shall include,
                        where possible, the parties comparing individual cost
                        items on a like-for-like basis. BPA's [***]* costs will
                        need to be adjusted to match the changes in technology
                        used by Exult to deliver the Services in order to
                        achieve this like-for-like comparison.


                        If the parties disagree with this comparison of [***]*
                        costs, the matter shall be referred to an Expert
                        pursuant to Clause 24.2 of the Framework Agreement
                        (Dispute Resolution Procedure).


                3.4.7   Resource Volumes


                        Prior to the Process Take On Date the Resource Volumes
                        for the relevant process shall also be established.


                3.4.8   [***]* Costs


                        [***]* Costs shall also be validated as part of the
                        Baseline Validation. The [***]* Costs shall go through a
                        review process to establish an agreed cost projection
                        from the third month following the Country Commencement
                        Date until the end of month fourteen. [***]* Costs shall
                        be tracked by Exult and reconciled with BPA [***]*
                        following the Country Commencement Date.


4       CHARGING METHODOLOGY PRIOR TO THE GUARANTEED MINIMUM SAVINGS DATE


        Prior to the Guaranteed Minimum Savings Date and following the first
        Process Take On Date, charges from Exult shall be based on the Initial
        Base Charges.


        4.1     CALCULATION OF THE INITIAL BASE CHARGES


                Prior to the signature of each Country Agreement, Exult shall
                provide the Baseline Guarantee for each Process. BPA shall pay
                to Exult following each Process Take On Date the Initial Base
                Charges which shall be an amount equal to [***]*


                During Baseline Validation, the parties will reconcile the
                amounts invoiced in relation to each Process and the actual
                [***]* cost savings realised by BPA relating to that Process
                being taken on by Exult. If such actual costs are found to be:


                (i)     greater than the amounts invoiced by Exult, Exult shall
                        submit an invoice for the difference (actual [***]* cost
                        savings less the invoiced amount) .


                (ii)    less than the amounts invoiced by Exult, but greater
                        than the Baseline Guarantee, Exult shall issue BPA a
                        credit on the following month's invoice for the
                        difference (invoiced amount less the actual [***]* cost
                        savings).


                (iii)   less than the amount invoiced by Exult and the Baseline
                        Guarantee, Exult shall issue BPA a credit on the
                        following month's invoice for an amount equal to the
                        difference between the invoice amount and the Baseline
                        Guarantee.

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       9
<PAGE>   89

                                   TABLE C-4.1

                      BASELINE GUARANTEE FOR THE US AND UK

                                     IN USD

        [***]*


        Where the parties agree, the Baseline Guarantee for each Process may be
        changed to reflect actual cost so long as the aggregate of all Processes
        within the Baseline Guarantee for the U.S. and U.K. is equal to [***]*


        If a Process is taken on prior to the completion of the Client HR Costs,
        the Initial Base Charges shall be equal to the Baseline Guarantee and
        reconciled at the end of the year for applicable costs exceeding the
        Baseline Guarantee.


        If a Process Take On Date is extended for more than 30 days, the parties
        shall establish a panel with equal number of members from each party to
        meet over a period of 30 days in order to decide the cause for such
        delay. [***]*


        Where the parties cannot agree which party caused a particular Process
        Take On Date to be delayed, a payment or credit can still be agreed by
        the panel although either or both parties may reserve the right to
        review the cause for any such delays during Baseline Validation and to
        refer any such disputes to the Informal Dispute Resolution Procedure
        pursuant to Clause 24.1 of the Framework Agreement, and if the parties
        are still unable to resolve such dispute, the matter shall be referred
        to an Arbitrator pursuant to Clause 24.3 of the Framework Agreement.


5       CHARGING METHODOLOGY FOLLOWING THE GUARANTEED MINIMUM SAVINGS


        From the Guaranteed Minimum Savings Date until the termination or expiry
        of the Country Agreement, BPA shall pay to Exult the greater of the
        Baseline Guarantee and the Baseline (both of which shall be subject to
        Guaranteed Minimum Savings). The Baseline Guarantee and Baseline charges
        shall be subject to Contract Minimums in each Country.


        [***]*


        BPA's actual usage/counts of the Resource Volumes shall be measured and
        reported by Exult [***],* Exult shall calculate and apply the ARC/RRC
        adjustments, Service Credits and gain sharing adjustments.


        5.1     GUARANTEED MINIMUM SAVINGS CALCULATION


                5.1.1   The Guaranteed Minimum Savings shall apply to the [***]*
                        charges in the Baseline in accordance with Table
                        C-5.1.1. The Guaranteed Minimum Savings for [***]* items
                        will be calculated [***]* during Baseline Validation.


                            GUARANTEED MINIMUM SAVINGS

                                   TABLE C-5.1.1

               [***]*

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       10
<PAGE>   90

                For the Guaranteed Minimum Savings to apply in respect of a
                Country, and provided that Exult has not delayed BPA, BPA must
                give notice [***]* to Exult that it wishes to receive the
                Services in that Country.


                [***]*


                5.1.2   Adjustments to Base Charge


                        (i)     The Base Charge shall be adjusted during the
                                last month of each Contract Minimum Year to
                                determine:


                                [***]*


                        (ii)    During the last month of each Contract Minimum
                                Year the Base Charge shall be adjusted prior to
                                the gain share calculation as follows:


                                (a)     any increase or decrease in the Resource
                                        Volumes and the IT Work Unit Volumes
                                        that has occurred during the Contract
                                        Minimum Year; and


                                (b)     to reflect an increase or decrease in
                                        the cost of providing any new services
                                        or modifying the Services agreed in
                                        accordance with the Change Control
                                        Management process.


                        (iii)   The Base Charge for the following Contract
                                Minimum Year shall be calculated by adjusting
                                the Base Charge as follows:


                                [***]*


                5.1.3   ARCs/RRCs


                        ARCs will be used when the actual Resource Volumes in
                        the current year exceed the upper threshold for Resource
                        Volumes for the previous year. ARCs will be calculated
                        by [***]*


                        RRCs will be used when the actual Resource Unit in the
                        current year is less than the lower threshold for
                        Resource Volumes for the previous year. RRCs will be
                        calculated by [***]*


                        The ARC and RRC thresholds shall be established as part
                        of the Baseline Validation.


                        ARCs and RRCs will be reconciled and invoiced on an
                        annual basis. ARCs and RRCs unit rates will be subject
                        to inflation adjustments in accordance with Section 16.


                        The ARC unit rates shall be agreed between the parties
                        no later than the commencement of the Guaranteed Minimum
                        Savings Date and will be [***]* The RRC unit rates will
                        be agreed between the parties no later than the
                        commencement of the Guaranteed Minimum Savings Date and
                        will be [***]* For example, [***]*

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       11
<PAGE>   91

                5.1.4   Resource Units


                        The Resource Units identified below are intended to
                        provide the proper measurement of usage for the Services
                        and allow for a reasonable means to gather data. The
                        Resource Units may be changed based on agreement between
                        the parties at any time during the term of the Country
                        Agreement.


                        [***]*


                5.1.5   Charges Based on the Average Number of Active Serviced
                        Employees or Term Vested Annuitants and number of Active
                        Serviced Employees


                        Charges based on the average number of Active Serviced
                        Employees include the following functions:


                        [***]


                        Charges based on the average number of Active Serviced
                        Employees and Term Vested Annuitants shall include
                        Benefits.


                        The relevant employee database will be used to track
                        Active Serviced Employees and Term Vested Annuitants as
                        the master repository for Active Serviced Employee and
                        Term Vested Annuitants information. When an Active
                        Serviced Employee or Term Vested Annuitants is added or
                        removed, the relevant employee database will be updated
                        with this information. Charges based on the average
                        number of Active Serviced Employees and Term Vested
                        Annuitants will be derived from the weighted average
                        number of Active Serviced Employees supported in BPA.
                        Weighted average will be calculated by taking the number
                        of Active Serviced Employees and Term Vested Annuitants
                        (where applicable) for both the first and last day of
                        the month and dividing by two (2).


                        In addition to the Resource Volumes for Active Serviced
                        Employee, HR Information Services will have limitations
                        on the number of reports (as these requests will come
                        through HR Information Services in support of multiple
                        Processes). This will be dependent upon the level of
                        staffing. Reports shall be included in the IT Work Units
                        structure (as defined in Section 5.2.4 below) determined
                        during Baseline Validation.


                        In order to ensure that Exult can implement desired
                        Process improvements and gain sharing while still
                        providing flexibility in meeting BPA's needs, Payroll
                        will be subject to two additional measurements beyond
                        the Active Serviced Employee measurement. Manual cheques
                        will be subject to a surcharge of [***]* per cheque and
                        off-cycle Payroll runs shall be subject to an agreed
                        surcharge.


                5.1.6   Service Charge Adjustments Based on the Average Number
                        of Active Serviced Employees and Term Vested Annuitants
                        If the weighted average actual number of Active Serviced
                        Employees or Term Vested Annuitants varies above the
                        Resource Volumes by [***]* then an adjustment to the
                        Base Charge shall be calculated. ARCs and RRCs shall be
                        based on the entire variance from the Resource Baseline
                        Volumes. Should the actual Active Serviced Employees and
                        Term Vested Annuitants (where

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       12
<PAGE>   92

                        applicable) vary from the Resource Volume by [***],* the
                        parties will agree upon an equitable adjustment to the
                        Base Charge.


                5.1.7   Charges Based on Direct Usage


                        Charges based on the direct usage of each Process
                        include the following functions:


                        [***]*


                5.1.8   Adjustments to the Charges Based on Direct Usage


                        Should the direct usage count vary from the Resource
                        Volumes by [***]*, then an adjustment to the Base Charge
                        shall be calculated. ARCs and RRCs adjustments shall be
                        based on the entire variance from the Resource Volumes.
                        If the parties agree [***]* is not the appropriate
                        threshold to trigger an ARC or RRC adjustment, the
                        threshold may change subject to agreement by both
                        parties. Should the actual usage vary from the Resource
                        Volume by [***]*, the parties will agree upon an
                        equitable adjustment to the Base Charge. For those
                        Processes based on number of standard reports, these
                        Processes will be grouped together for ARC and RRC
                        adjustments as they will not be identified by Process
                        when a request for a report is placed by BPA.


                5.1.9   Project Charges


                        For each Project identified in Schedule H, the charges
                        for such Project will be agreed by the parties and set
                        out in the applicable Project Statement. Unless
                        otherwise agreed, Project Charges shall be based on
                        [***]* For services added that are not part of this
                        Country Agreement and that continue for the duration of
                        the Country Agreement, these services shall be handled
                        through Change Control Management.


                5.1.10  Out-Of-Pocket Expenses


                        BPA will reimburse Exult for out-of-pocket expenses as
                        part of requests outside of Services. These
                        out-of-pocket are:


                        (i)     Project related travel expenses approved by BPA.


                        (ii)    Any other expenses approved by BPA.


        5.2     [***]*


                In addition to the charges shown in Section 5.2, other [***]*
                items which Exult and BPA determine may be classified as [***]*
                during the term of the Country Agreement through the Change
                Control Management procedure.


                        5.2.1   [***]*


                        5.2.2   [***]*

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       13
<PAGE>   93

                        5.2.3   [***]*


                5.2.4   Information Technology Work Units (IT Work Units)


                        Exult shall, in accordance with the IT Work Unit
                        methodology perform modifications, enhancements,
                        changes, and installations to comply with regulatory or
                        trade union requirements and changes as disclosed to
                        Exult by BPA. Exult shall support regulatory reviews,
                        audits, compliance assessments, and related data
                        gathering in a responsive time frame as required by
                        regulators. BPA acceptance testing and final approval
                        shall be required prior to implementation of such
                        regulatory compliance.


                        Exult shall, in accordance with the IT Work Unit
                        methodology, perform installation of upgrades and new
                        releases issued by the vendors of third party
                        applications software. Unless BPA directs otherwise,
                        Exult shall install and upgrade such software so as to
                        remain within one generation of the then-current
                        maintenance release. Exult shall notify BPA in writing
                        within a reasonable time prior to undertaking any such
                        upgrade or installation. Exceptions to this approach
                        shall be mutually agreed and shall be based on an
                        assessment of risk and value associated with
                        implementing the new release. Exult shall not upgrade
                        third party applications software if Exult notifies BPA
                        that such an upgrade shall have no value or an adverse
                        impact on BPA and, after receiving such notification,
                        BPA decides not to proceed with such upgrade.


                        Exult shall, in accordance with the IT Work Unit
                        methodology, perform small enhancements to the computer
                        applications. Exult shall perform small enhancement as
                        requested and priortized by BPA. Exult shall perform
                        small enhancements to the computer applications
                        portfolio.


                5.2.5   IT Work Unit Volumes


                        Exult and BPA shall consider [***]* as the period to
                        develop the IT Work Unit algorithm and underlying
                        assumptions. During this period the natural rate/size
                        unit and the size requested metrics shall be collected.
                        The parties intend that the basis shall reflect the
                        quantity of regulatory changes, trade union contract
                        changes, upgrades and small enhancement work required to
                        be performed by Exult [***]* To the extent that any
                        review of the IT Work Unit calculation algorithm
                        generally determines that this intention is not being
                        effectuated, the algorithm (or other aspects of the
                        approach, as applicable) shall be adjusted as necessary.
                        The reviews in subsequent years shall use each preceding
                        year as the baseline.


                        The format for representing the volume of IT Work Units
                        is represented in the following table. This catalogue is
                        subject to mutually agreed upon adjustments resulting
                        from the IT Work Unit review process described above.


                           CATALOGUE OF BPA WORK TYPES

<TABLE>
               ---------------------------------------------------------------------------------
                                        NATURAL        NUMBER      WORK UNIT /     ANNUAL WORK
                     WORK TYPE         SIZE UNIT     REQUESTED      SIZE UNIT         UNITS
               ---------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>             <C>
               Regulatory
               ---------------------------------------------------------------------------------
</TABLE>

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       14
<PAGE>   94

<TABLE>
<S>                                    <C>           <C>           <C>             <C>
               ---------------------------------------------------------------------------------
               Changes (Small)
               ---------------------------------------------------------------------------------
               Regulatory Changes
               (Medium)
               ---------------------------------------------------------------------------------
               Regulatory Changes
               (Large)
               ---------------------------------------------------------------------------------
               Union Contract
               Changes
               ---------------------------------------------------------------------------------
               Small Enhancements
               ---------------------------------------------------------------------------------
               Upgrades
               ---------------------------------------------------------------------------------
               YEAR 1 TOTAL
               ---------------------------------------------------------------------------------
</TABLE>


                5.2.6   Definition of IT Work Unit Terms:


                        "WORK TYPE" is a means to provide for a categorisation
                        of the types of work that can be requested and is
                        included in the IT Work Unit approach (eg, regulatory
                        changes, small enhancements, upgrades).


                        "NATURAL SIZE UNIT" is a means to define the size unit
                        that best fits the work type that is discernible and
                        measurable and can be audited. An IT organisation
                        performs many different work types and each has its own
                        "natural" sizing measure (eg, lines of code, function
                        points, flat rate, Primitive Value).


                        "PRIMITIVE VALUE" or "PV" represents the throughput
                        necessary to complete the types of work in the BPA
                        catalogue.


                        "NUMBER REQUESTED" represents the total number for the
                        Work Type Natural Size Unit for the year. In a Work Type
                        where the Natural Size Unit is Primitive Value the
                        Number Requested represents the number of the Work Types
                        completed in a year.


                        "WORK UNIT/SIZE UNIT" represents the IT Work Units
                        computed for the Work Type.


                        "ANNUAL WORK UNITS" represents the total IT Work Units
                        performed by Work Type.


                        "IT WORK UNITS" represents the base standard for
                        measuring the work performed by Exult HRIT staff in
                        making specific HRIT application systems changes
                        calculated in accordance with the IT Work Unit algorithm
                        developed pursuant to Section 5.2.5.


        5.3     [***]*

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       15
<PAGE>   95

                [***]* Costs will be subject to an annual review between BPA and
                Exult. The specific contracts will be identified and projections
                for the subsequent 12 months will be made for each contract.
                Both parties shall agree to the projected costs. [***]*


6       TRANSITION/TRANSFORMATION COSTS


        Costs relating to the transfer of the Services from BPA to Exult
        incurred by Exult after the relevant Country Commencement Date and prior
        to the relevant Process Take On Date [***]*


7       CLIENT SERVICE CENTRE COSTS (CSC)


        Client Service Centre costs are included in the [***]* charges as set
        out below.


        On an annual basis following the Guaranteed Minimum Savings Date through
        the term of the applicable Country Agreement, the charges will be based
        on [***]*


        The Client Service Centre costs will include all staffing expenses,
        facility related expenses, management expenses related directly to the
        Client Service Centre, hardware and software expenses, lease expenses,
        finance charges, amortisation and depreciation, supplies and third party
        services related to the Service Centres. IT related costs that support
        multiple customers shall be included as well in the aforementioned
        categories. Client Service Centre costs will be allocated to the
        appropriate [***]* Processes.


                                       16
<PAGE>   96

                                   TABLE C-7.1

                 CLIENT SERVICE CENTRE COSTS MAXIMUM ALLOCATION

                                     IN USD

[***]*


8       AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS


        By agreement at the time not to be unreasonably withheld, with respect
        to the maximum allowed costs for Transition/Transformation in Section 6
        and Client Service Centres in Section 7, Exult shall be allowed to
        [***]*


9       CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT


        Corporate Overhead costs will be recovered from available gain share
        before gain share is distributed. Following the Guaranteed Minimum
        Savings Date, Corporate Overhead for the U.S. and U.K. will be allocated
        at the lesser of:


        -      [***]*


        For the U.S. and U.K. Due Diligence, [***]*


        Exult Centre of Excellence (COE) costs [***]* recovered from available
        gain share before gain share is distributed. Following the Guaranteed
        Minimum Savings Date, indirect COE for the U.S. and U.K. will be
        allocated at the lesser of:


        [***]*


        The Corporate Overhead/COE/Due Diligence costs allocation methodologies
        on actuals may be changed subject to agreement between the parties.


10      IT INVESTMENTS


        IT Investments shall fall into two types. The first type shall consist
        of those IT investments authorised by BPA. [***]* The second type shall
        consist of those IT investments that are intended to be for the benefit
        of multiple Exult clients. [***]*


        If the second type of investment will result in the Exult Actual Cost
        for [***]* exceeding the [***]* cost in the Baseline, Exult shall obtain
        approval from BPA, such approval not to be unreasonably withheld, prior
        to making such investment.


        [***]*


11      GAIN SHARING


        BPA and Exult shall participate in a gain sharing exercise for [***]*
        Gain sharing can only apply to [***]* once Guaranteed Minimum Savings
        have been realised. The Base Charge and Exult's actual costs for [***]*
        shall be used in quantifying the total amount of gain sharing to be
        allocated between BPA and Exult. Each charge Category will be handled
        differently under this gain sharing

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       17
<PAGE>   97

        arrangement. [***]*


        11.1    GAIN SHARING METHOD BY CATEGORIES


                To determine the applicable gain share, Exult's Actual Costs for
                [***]* items will be subtracted from the applicable Base Charge
                [***]* 12 months. Exult's, costs for Corporate Overhead,
                Charge-Ins from BPA, COE and Amortisation of Due Diligence will
                be subtracted from the amount available for gain share. The
                remaining amount will be subject to gain share distribution.
                Gain sharing [***]* will start from [***]* and at the end of
                every 12-month period thereafter to determine the applicable
                gain share.


                [***]* Following the Guaranteed Minimum Savings Date, [***]*
                share will be subject to gain share distribution.


                The method for gain sharing calculation shall be as follows:


                (i)     If the Exult Actual Cost for [***]* is less than the
                        Base Charge for [***],* then those savings (Base Charge
                        minus Exult Actual Costs [***])* will be subject to
                        adjustments and subsequently the Gain Sharing
                        Distribution Matrix shown below in Tables C-11.2.1 and
                        C-11.2.2. The levels of distribution that determine the
                        proportion of gain share are shown as part of the
                        Distribution Matrices.


                (ii)    If the actual [***]* costs are less than the budgeted
                        [***]* costs (Budgeted [***]* cost - Actual [***]* cost)
                        then those savings shall be subject to the Gain Sharing
                        Distribution Matrix shown below in Tables C-11.2.1 and
                        C-11.2.2


        11.2    GAIN SHARING DISTRIBUTION MATRIX


                The Gain Sharing Distribution Matrix will be used to determine
                the proportion of savings to be split between BPA and Exult
                resulting from the calculation of the amount available for gain
                sharing. [***]* The gain share will begin with the first level
                of distribution and proceed to the next level until the amount
                available for gain share has been fully distributed.


           GAIN SHARING DISTRIBUTION MATRIX-NO SERVICE CREDITS TO BPA

        [***]*


        11.3    GAIN SHARING EXAMPLE


                Table C-11.3 below is an example of the gain sharing calculation
                amount and distribution.


                [***]*


        11.4    SERVICE CREDITS CALCULATION


                KPIs are Service Levels that, when missed, are subject to
                Service Credits. Service Credits for KPIs will be weighted in
                accordance with Schedule B of this Agreement and will adjust the
                gain sharing distribution between BPA and Exult. The Service
                Credits shall be calculated on a Client Service Centre basis as
                part of gain sharing and credited to the respective Countries
                (as advised by BPA) on an annual basis.

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       18
<PAGE>   98

                The formula for calculating the Service Credits for Exult's
                failure to achieve any one of the seven KPIs is set out below.
                The total amount determined from the service credit calculations
                for all KPIs shall be subtracted from Exult's gain share portion
                prior to Service Credits. The net result shall equal Exult's
                gain share portion after Service Credits. [***]*


                The calculation of Service Credits will be by KPI Process. Any
                unutilised credits in the KPI Pool at the end of any year
                following the Guaranteed Minimum Savings Date cannot be carried
                forward to the succeeding year. [***]*


                   SERVICE CREDITS CALCULATION METHOD EXAMPLE

                                  TABLE C-11.4

[***]*


12      CLASSIFICATION OF EXPENSE ITEMS SUBJECT TO MARGIN VERSUS PASS-THROUGH


        12.1    EXULT ACTUAL COST


                The following costs shall be subject to margin as part of gain
                sharing:


[***]*


        12.2    OTHER COSTS


                The following costs shall not be included in the Exult Actual
                Cost:


[***]*


13      THIRD PARTY REVENUE


        Where the parties agree that third parties are permitted to market
        services to BPA employees using Exult's Web-enabled HR services portal,
        the [***]*


14      INVOICING


        14.1    Invoices for Base Charge and the Initial Base Charges as
                applicable will be submitted monthly in advance on the first day
                of each month. All other charges including [***]* will be
                invoiced in arrears on the first day of the subsequent month.
                Invoices will provide details of each Base Charge and such
                supporting information as BPA may reasonably require and will be
                in the Country's local currency. For those Processes delivered
                in a Client Service Centre not sited in the Country being
                invoiced, Exult will convert the cost of those items not
                invoiced in the local currency using a fixed exchange rate
                established on each anniversary of the Country Commencement
                Date. At the end of each year of the Agreement, the invoice
                amounts will be recalculated using the actual month end exchange
                rates for the period and a credit or invoice, as appropriate,
                will be issued to BPA. In addition, at the end of the year, all
                adjustments including ARCs and RRCs, gain sharing and Service
                Credits will be made and invoiced or credited in the subsequent
                month. BPA shall inform Exult how gain sharing and Service
                Credits are to be distributed between Countries.

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       19
<PAGE>   99

        14.2    The ARC and RRC adjustments, inflation adjustments, and BPA's
                portion of gain share from the previous year will be used going
                forward to calculate Base Charge for the following year subject
                to end of year reconciliation in accordance with Section 5.1.2


        14.3    Payments are due within [***]* of receipt of any invoice by BPA.
                Interest for late payments will be charged at the rate of
                [***].*


        14.4    If as a result of any audit carried out in accordance with the
                terms of a Country Agreement it is discovered that BPA has been
                overcharged, Exult shall pay an amount equal to:


                [***]*


15      TRANSFER OF ASSETS


        As agreed between BPA and Exult, BPA's existing assets and management of
        these assets may transfer to Exult as part of the Services that Exult
        will provide to BPA. [***]*


16      CONTRACT MINIMUMS


        16.1    Contract Minimums for each Contract Minimum Year shall be
                established in accordance with Clause 17 of the Framework
                Agreement.


        16.2    The Contract Minimum for the initial Contract Minimum Year shall
                be a sum equivalent to [***]*.


        16.3    Within [***]* BPA may give Exult [***]* written notice of a
                proposed reduction in the Contract Minimum to take account of
                specified reductions in BPA's requirements for Services. These
                reductions shall reflect material changes in BPA's business
                operations or structure including those caused by Significant
                Changes.


        16.4    This Section 16 applies to situations which result in an actual
                reduction in BPA's requirement for Services and, for the
                avoidance of doubt, BPA may not assume responsibility internally
                for services equivalent to the Services or appoint a third party
                to provide services equivalent to the Services pursuant to the
                terms of this Section 16.


        16.5    [***]* prior to the end of each Contract Minimum Year, the
                Regional Governance Panel shall meet to assess the impact,
                including the impact on the Charges for the then current
                Contract Minimum Year, of the reductions in BPA's requirements
                for Services arising from the events identified in a notice
                served in accordance with Section 16.3 above. As appropriate,
                and subject always to Section 16.6 below, the Regional
                Governance Panel shall agree a decrease in the Contract Minimum
                for the succeeding Contract Minimum Year which is proportionate
                with the actual reduction in Charges arising from the events.


        16.6    [***]*

                                  TABLE C-16.1
                            CONTRACT MINIMUMS EXAMPLE
[***]*

--------

* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       20
<PAGE>   100

17      INFLATION

        All Base Charges shall be adjusted annually in arrears by a recognised
        index in each Country for [***]*


        For the USA, inflation will be measured by the Bureau of Labor and
        Statistics (not seasonally adjusted) employment Cost Index (ECJ) for
        total compensation, private industry workers, service producing
        industries increases from the previous year.


        The adjustment for inflation for [***]* charges and associated ARCs and
        RRCs unit rates shall be subject to the percentage of Total Labour
        Related Costs going to Exult as shown in Table C-5.1.1.


        [***]*


        Exult's Actual Cost for [***]* for allowing increases with respect to
        cost increases greater than inflation, shall be set and measured at 90
        days following the final Process Take On Date.


18      EARLY TERMINATION PAYMENT


        18.1    Termination for convenience shall be calculated as:


                -       [***]*; and


                -       Winding Up Assistance Costs; and


                -       Remaining amortisation of Exult's Due Diligence Costs;
                        and


                -       the remaining book value for the Assets as follows:


                        [***]*; and


                -       Redeployment costs of staff and equipment (to remove
                        from BPA's sites) that have not been transferred to BPA;
                        and


                -       Remaining obligations for Third Party Contracts
                        including but not limited to outstanding loans and
                        financing costs related to such contracts as follows:


                        [***]*


        18.2    Termination for Change of Control shall be calculated as:


                -       Winding Up Assistance Costs; and


                -       Remaining amortisation of Exult's Due Diligence Costs;
                        and


                -       The remaining book value for the Assets as follows:


                        [***]*; and


                -       Redeployment costs of staff and equipment (to remove
                        from BPA's sites) that have not been transferred to BPA;
                        and


                -       Remaining obligations for Third Party Contracts
                        including but not limited to outstanding loans and
                        financing costs related to such contracts as follows:


                                       21
<PAGE>   101

                        [***]*


        18.3    Termination for Cause by BPA shall be calculated as follows:


                -       Winding Up Assistance Costs; and


                -       [***]*


        18.4    Termination for a Key Country (U.S. or U.K.) - the payments for
                the remaining Countries shall be calculated as follows:


                -       Winding Up Assistance Costs; and


                -       Remaining amortisation of Exult's Due Diligence Costs;
                        and


                -       The remaining book value for the Assets as follows:


                        [***]*; and


                -       Redeployment costs of staff and equipment (to remove
                        from BPA's sites) that have not been transferred to BPA;
                        and


                -       Remaining obligations for Third Party Contracts
                        including but not limited to outstanding loans and
                        financing costs related to such contracts as follows:


                        [***]*

--------
* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


                                       22

<PAGE>   102

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE D


                              THIRD PARTY CONTRACTS


<PAGE>   103

                                   SCHEDULE D


                              THIRD PARTY CONTRACTS


This schedule sets forth the Third Party Contracts and designates whether such
contract is intended to be "Administered", "Transferred" or "Retained" by BPA.
This schedule shall be completed following the Commencement Date.


                                     [***]*


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       1

<PAGE>   104

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE E


                                     ASSETS


<PAGE>   105
                                   SCHEDULE E


                                     ASSETS


This schedule sets forth the Client Assets which may be used by Exult to provide
the Services. This schedule shall be completed following the Country
Commencement Date.


                                     [***]*


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       1

<PAGE>   106

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE F


                                     SYSTEMS


<PAGE>   107
                                   SCHEDULE F


                                     SYSTEMS


This schedule sets forth the Third Party Systems which may be used by Exult to
provide the Services. This schedule shall be completed following the Country
Commencement Date.

                                     [***]*


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       1
<PAGE>   108

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE G


                                 TRANSITION PLAN


<PAGE>   109
                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                        <C>
1   INTRODUCTION.........................................................................   1

2   VALIDATION EXERCISE..................................................................   1

3   DETAILED WORK PLAN...................................................................   1

4   TRANSITION APPROACH..................................................................   1

5   PROCESS CHANGE MANAGEMENT AND COMMUNICATIONS.........................................   2

6   TRANSITION PLAN SET UP PHASE.........................................................   2

7   IN SITU PROCESS TAKE ON..............................................................   2

8   LEVERAGED PROCESS TAKE ON............................................................   3

9   US COUNTRY TRANSITION SCHEDULE.......................................................   5

</TABLE>


                                       i
<PAGE>   110

                                   SCHEDULE G


                                 TRANSITION PLAN


1       INTRODUCTION


        This Schedule sets forth the Country Transition plan for conducting the
        Validation Exercise, the plan for the transition of the Services from
        the Client to the Exult Supplier and the approach to transition that
        shall be followed.


2       VALIDATION EXERCISE


        The Validation Exercise for each Process shall be conducted following
        the Commencement Date and conclude prior to the Process Take On Date.
        The Validation Exercise shall consist of validation of the Baseline,
        volumetrics, resource requirements, cost, Services, Third Party
        Contracts and Service Levels. This data shall be verified and adjusted,
        as agreed by both parties, for each Process prior to the relevant
        Process Take On Date in accordance with the Country Transition Schedule.


        In the event that the Country Representatives fail to reach agreement,
        such failure shall be resolved in the informal dispute resolution
        process as detailed in Clause 29.1 of the Country Agreement.


3       DETAILED WORK PLAN


        The final form of the Transition Schedule and the Detailed Work Plan
        will be developed and agreed between the parties, [***]*


        In the event that the Country Representatives fail to reach agreement,
        such failure shall be resolved in the informal dispute resolution
        process as detailed in Clause 29.1 of the Country Agreement.


4       TRANSITION APPROACH


        4.1   Two Path Transition Approach


              The purpose of transition is to move the Services to a Leveraged
              Operations delivery model as efficiently as possible, with the
              minimum of disruption to BPA operations. The Client and Exult
              Supplier have agreed to two distinct paths through the transition
              Process. The goals of the two path approach are to allow the
              Client and Exult Supplier the opportunity to manage the risk of
              transition and, [***]*


        4.2   Transition Path One


              For those Processes (or discrete parts of Processes) that follow
              path one through the transition process, Exult Supplier shall
              first assume responsibility for these Processes in-situ, referred
              to as "In-Situ Process Take On". Once Exult Supplier is
              successfully providing these Processes in-situ, Exult Supplier
              shall transform these Processes to Leveraged Operations.

--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       1
<PAGE>   111

        4.3   Transition Path Two


              Processes in this category shall be transformed directly to
              Leveraged Operations and, therefore, Exult Supplier shall not
              assume operation responsibility for such Processes in-situ prior
              to Transformation.


        4.4   Path Selection


              Exult Supplier and the Client shall agree to either path one or
              path two for each Process based on an assessment of risk, the
              degree of centralisation of the staff currently performing the
              Processes, and the cyclical nature of the Processes. The
              provisional allocation is set out in the Transition Schedule in
              Section 9 of this Schedule.


5       PROCESS CHANGE MANAGEMENT AND COMMUNICATIONS


        5.1   Process Change Management and Communications Approach


              The establishment and maintenance of the process-change management
              & communications infrastructure shall be managed through Exult
              Supplier's project management office in concert with Client
              Regional Project Leaders. The primary outcomes of these activities
              shall be to:

              [***]*


        5.2   Process-Change Management and Communications Activities


              For each Process that Exult Supplier shall take responsibility for
              in-situ:

              [***]*


6       TRANSITION PLAN SET UP PHASE


        The set-up phase of the Transition Plan deals with the project
        infrastructure necessary to support the successful completion of the
        transition. This is the phase of the transition during which the Client
        and Exult Supplier agree to the overall approach and schedule, the plan
        to complete the work, and the staffing levels and commitments from both
        organizations and the Detailed Work Plan. In addition, the Client and
        Exult Supplier shall agree the process-change management program and
        communications plan for the transition process. When the change
        management actions are agreed, these are added to the details of the
        Transition Schedule and Detailed Work Plan. Finally, the project
        reporting and governance is agreed and put in place.


7       IN SITU PROCESS TAKE ON


        The following steps shall be conducted prior to the Process Take On Date
        for each Process.

        7.1   Current Situation Assessment Phase


              Exult Supplier shall collect data through a series of workshops,
              structured interviews and field work, as well as reference to all
              data collected during the contract due diligence


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       2
<PAGE>   112
              phase. The scope of the data collection shall answer the following
              questions:


              -      [***]*


              Exult Supplier shall document the Processes to the level necessary
              to clearly identify how Exult Supplier shall provide the Processes
              in-situ.


        7.2   Operational Plan


              [***]*


        7.3   Readiness Test


              The Client and Exult Supplier shall agree to a specific set and
              schedule of Readiness Tests to be satisfied prior to Exult
              Supplier assuming responsibility for a Process. These tests shall
              be specific to each Process and shall be designed to assure the
              Client and Exult Supplier of the readiness of both parties to
              transition the Process to Exult Supplier. Each Readiness Test plan
              shall document the objective and measurable criteria to be tested,
              the expected outcomes, the governance of the test, and the
              results. Typical items that would appear in a Readiness Test
              include:

              [***]*


              In the event that either party believes that there has been a
              failure to complete a Readiness Test in all material respects, it
              shall provide the other party with a written notice specifying the
              grounds on which it believes the Readiness Test has been failed,
              within [***]* of the completion of the Readiness Test. As soon as
              reasonably practicable following the receipt of such notice, the
              parties shall meet to discuss, and if possible, agree whether and
              in what respects the Readiness Test has failed, and to agree a
              plan to conduct a further Readiness Test.


        7.4   Transfer of Responsibility


              Exult Supplier shall assume responsibility for the Process on
              successful completion of the Readiness Test. Once the Process has
              transitioned to Exult Supplier, Exult Supplier shall measure its
              performance to the Service Levels in accordance with Schedule B.


8       LEVERAGED PROCESS TAKE ON


        8.1   Global Process Rationalisation Phase

              This is the phase of the project where the Client and Exult
              Supplier finalise the list of Processes that shall have a global
              or cross-region approach and which Processes shall be specific to
              the Country. Exult Supplier and the Client shall agree to grouping
              of Processes, where appropriate, and Exult Supplier shall conduct
              the overall design session for Process groups. The parties shall
              agree to the timeline and sequencing of the


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       3
<PAGE>   113

              Processes for transformation. The Client and Exult Supplier shall
              finalise the plan to transform to Leveraged Operations and agree
              to the staff resource levels in the plan.


        8.2   Design


              Design shall be conducted cross-region and by Process group where
              applicable. Exult Supplier shall conduct Process design workshops
              with the Client and shall design and agree to changes to the
              Processes.


              Exult Supplier shall document the new Process flows, the Service
              Delivery Model to be used to support the new Process, and the
              workforce requirements to support the new Process for both the
              Client and Exult Supplier, and the parties shall agree to new
              service levels based on the new Process.


        8.3   Service Delivery Build


              Exult Supplier shall develop and execute a plan to build the
              delivery model for the newly designed Processes. The plan shall
              identify:

              [***]*


        8.4   Readiness Test


              The Client and Exult Supplier shall agree to a specific set and
              schedule of Readiness Tests to be satisfied prior to the Client
              migrating to a transformed Process. These tests shall be specific
              to the Process and shall be designed to assure the Client and
              Exult Supplier of the readiness of both parties. The test plan
              shall document the objective and measurable criteria to be tested,
              the expected outcomes, the governance of the test, and the
              results. Typical items that would appear in a Readiness Test
              include:

              [***]*


              At the request of the Client, Readiness Tests can be grouped with
              the requirement that all grouped Processes pass the Readiness
              Tests before Exult Supplier assumes responsibility for any one of
              such Processes.


              In the event that either party believes that there has been a
              failure to complete a Readiness Test in all material respects, it
              shall provide the other party with a written notice specifying the
              grounds on which it believes the Readiness Test has been failed,
              [***]* of the completion of the Readiness Test. As soon as
              reasonably practicable following the receipt of such notice, the
              parties shall meet to discuss, and if possible, agree whether and
              in what respects the Readiness Test has failed, and to agree a
              plan to conduct a further Readiness Test.


        8.5   Transfer of Responsibility



--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       4
<PAGE>   114

              When the Readiness Test for a Process or Process group has been
              completed, Exult Supplier shall commence delivering services using
              the new Process or group of Processes. If applicable, the service
              level measurement period shall commence for that Process or group
              of Processes as defined in the Country Agreement, Schedule B,
              Service Levels. On completion of the measurement period, Exult
              Supplier shall document the Service Levels and measure its
              performance to such Service Levels.


        8.6   Post Implementation Review


              Conduct post implementation review and document lessons learned
              for incorporation in subsequent planning efforts. Implement any
              required remediation.


        9     US COUNTRY TRANSITION SCHEDULE


              See attached Gant Chart


                                       5

<PAGE>   115

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE H


                                    PROJECTS



<PAGE>   116
                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                         <C>
1   PROJECTS INCLUDED AS AT COUNTRY COMMENCEMENT DATE....................................    1

2   COUNTRY AGREEMENT PROCESS FOR AGREEING NEW PROJECTS AND CHANGES TO AGREED PROJECTS...    1

3   PRO FORMA ISSUES LIST RE PROPOSED PROJECTS...........................................    1
</TABLE>


<PAGE>   117

                                   SCHEDULE H


                                    PROJECTS

1       PROJECTS INCLUDED AS AT COUNTRY COMMENCEMENT DATE


        As of the Commencement Date, Exult Supplier and the Client have
        identified the following projects as being in-scope:

        1.1   Peoplesoft and Payroll Integration Project - This project is in
              progress. The primary objective is to assist in successfully
              completing this project. Within [***]* of the Commencement Date of
              the Framework Agreement, Exult Supplier and the Client shall agree
              on an appropriate Project Statement; and

        1.2   ARCO Integration Project - The ARCO Integration Project primary
              objective will be to perform the activities and make the changes
              necessary to integrate the ARCO employees and management into the
              Services. Subject to regulatory approval of the acquisition of
              ARCO by the Client, and [***]* of the Commencement Date or as
              otherwise agreed, Exult Supplier and the Client shall agree to a
              Project Statement for this project.

2       COUNTRY AGREEMENT PROCESS FOR AGREEING NEW PROJECTS AND CHANGES TO
        AGREED PROJECTS


        Client may at any time during the term of this Agreement propose to
        Exult Supplier that it undertakes a new Project pursuant to the Change
        Control Management process. Any such requests will be made and evaluated
        in accordance with the Change Control Management process in Schedule L.

3       PRO FORMA ISSUES LIST RE PROPOSED PROJECTS

        3.1   The terms applicable to a Project shall be set out in a Project
              statement to be signed by both parties. Once signed a Project
              statement will, unless agreed otherwise in writing by the parties,
              form part of this Agreement.

        3.2   Content of Project statement

             o      Scope of work

             o      Service Level Impact

             o      Impact Analysis including priority

             o      Deliverables [as applicable]



--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       1
<PAGE>   118
             o      Acceptance criteria, timeframe & process [ as applicable]

             o      Project Timetable (including start and end dates, activity
                    duration and critical dependencies

             o      Responsibilities

             o      Staffing (implementation and ongoing)

             o      Assumptions

             o      Charges and Payment Terms

             o      Project Manager Contacts

             o      Other Terms and Conditions [to detail variations and/or
                    additions to the Country Agreement Clauses and/or Schedules
                    applicable in relation to the Project].


--------

*    Confidential treatment is requested for redacted portion. Confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       2
<PAGE>   119

                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE I

                                    EMPLOYEES


<PAGE>   120



                                TABLE OF CONTENTS




<TABLE>
<S>                                                                                        <C>
1   INTRODUCTION.........................................................................   1


2   KEY EMPLOYEES........................................................................   1


3   EMPLOYEES TO BE TRANSFERRED FROM THE CLIENT TO EXULT SUPPLIER........................   2
</TABLE>

                                       i
<PAGE>   121



                                   SCHEDULE I

                                    EMPLOYEES

1       INTRODUCTION


        This schedule sets forth the Key Employees and the employees to be
        transferred from the Client to Exult Supplier in accordance with
        Schedule J.

2       KEY EMPLOYEES


        As of the Commencement Date each of the parties shall identify the
        individuals for each of the following positions.


        Key Employees for the Client:

        o     BPA Global Project Leader

        o     BPA Regional Project Leader for the UK/Europe

        o     BPA Regional Project Leader for North America

        o     Chemical Stream Lead

        o     Down Stream Lead

        o     Up Stream Lead

        o     Gas Stream Lead (To be added at a later date)


        Key Employees for Exult Supplier:

        o     Exult Global Project Leader

        o     Exult Regional Project Leader for the UK/Europe

        o     Exult Regional Project Leader for North America

        o     UK/Europe Transition Lead

        o     North America Transition Lead

        o     IT Lead


        For each of the Client and Exult Supplier the responsibilities for the
        Key Employees shall include the following:

        o     Regional and Global Project Leaders: [***]*

        o     Stream Leads: [***]*

        o     Transition/Service Delivery Leads: [***]*; and



--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       1
<PAGE>   122



        o     IT Lead: [***]*


        Individuals identified as Key Employees will be confirmed in their
        positions within 30 days of the Commencement Date of the Framework
        Agreement. Each will serve in their positions for a minimum of [***]*
        and up to [***]* unless otherwise agreed between the parties.


        At anytime after [***]* one of the parties may request to reassign a Key
        Employee. Reassignment may take place with [***]* and agreement between
        the parties. The parties will make a reasonable effort to accommodate
        and achieve the reassignment and the timing of the reassignment as
        requested.


        [***]*

3       EMPLOYEES TO BE TRANSFERRED FROM THE CLIENT TO EXULT SUPPLIER


        The table below lists the Client employees that shall be transferred
        from the Client to Exult Supplier in accordance with Schedule J. This
        table shall be completed following the Country Commencement Date.


<TABLE>
<CAPTION>
              NAME OF EMPLOYEE                BPA STAFF NUMBER                 FULL/PART TIME
        -----------------------------      ------------------------      ----------------------------
<S>                                        <C>                           <C>

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------

        -----------------------------      ------------------------      ----------------------------
</TABLE>


--------
* Confidential treatment is requested for redacted portion. Confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.



                                       2
<PAGE>   123


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE J

                         EMPLOYEE TRANSFER ARRANGEMENTS



<PAGE>   124


                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                          <C>
1   DEFINITIONS; RULES OF APPLICATION....................................................     1

2   COLLECTIVE BARGAINING EMPLOYEES......................................................     2

3   ASSIGNMENT OF EMPLOYEES..............................................................     2

4   INDEMNITIES..........................................................................     5

5   OFFER OF EMPLOYMENT..................................................................     6

6   EMPLOYEE INFORMATION ON TERMINATION OR EXPIRATION....................................     7

7   EMPLOYMENT PROVISIONS ON TERMINATION.................................................     7
</TABLE>



                                       i
<PAGE>   125



                                   SCHEDULE J

                         EMPLOYEE TRANSFER ARRANGEMENTS

1       DEFINITIONS; RULES OF APPLICATION

        In this Schedule:

        "ADDITIONAL ASSIGNED EMPLOYEES" means an employee of the Client or a BPA
        Affiliate assigned to Exult Supplier pursuant to Section 3.10.

        "AFFECTED EMPLOYEE" means any employee of the Client or an Appropriate
        Affiliate employed wholly or mainly in providing one or more of the
        Services immediately before the Commencement Date or who is employed
        after the Commencement Date pursuant to Section 3.1.2 and would have
        been an Affected Employee if such person had been employed immediately
        before the Commencement Date.

        "APPROPRIATE AFFILIATE" means, in relation to an Affected Employee, the
        BPA Affiliate which employs that employee immediately prior to the
        relevant In Situ Process Take On or Leveraged Process Take On, as
        appropriate, each as defined in Section 4.2 of Schedule G.

        "ASSIGNED EMPLOYEE" means an Affected Employee in the US who has been
        placed on assignment by the Client or the Appropriate Affiliate to
        perform Services under the direction and control of the Exult Supplier
        at the time of an In Situ Process Take On.

        "ASSIGNMENT" means the period of time during which an Assigned Employee
        is assigned to perform Services under the general supervision and
        control of Exult Supplier pursuant to Section 3.

        "ASSIGNMENT DATE" means the date an Affected Employee becomes an
        Assigned Employee in connection with the relevant In Situ Process Take
        On under Section [4.2] of Schedule G.

        "CURRENT EXULT EMPLOYEE" means an employee of Exult Supplier who is
        [***]*

        "EMPLOYEE OFFERED EMPLOYMENT" means an Affected Employee who is offered
        employment with an Exult Supplier on or after the Commencement Date.

        "EXULT EMPLOYMENT DATE" means the date of hire of a New Exult Employee.

        "NEW EXULT EMPLOYEE" means an Affected Employee who accepts employment
        with an Exult Supplier pursuant to Section 5.1 of this Schedule on or
        after the date of the Commencement Date.

        "REPRESENTED EMPLOYEE" means an Affected Employee who is represented by
        a labor organization under the terms of a written collective bargaining
        agreement with the Client or Appropriate Affiliate.

        "STAFF COSTS" means any and all compensation, benefit costs, damages,
        interest, legal costs, penalties, fines or other liabilities whatsoever,
        arising from any claim by one or more Affected Employees, the Internal
        Revenue Service and state and local taxing agencies with respect to or
        resulting from any employment contract, employment relationship or
        collective bargaining agreement or termination of such relationship with
        an Affected Employee.


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       1
<PAGE>   126


        "TERMINATION DATE" means 23.59 local time on the date when this
        Agreement expires or terminates.

        In this Schedule, any reference to an obligation or duty of an
        Appropriate Affiliate shall be treated as an obligation by the Client to
        undertake such obligation itself or cause the Appropriate Affiliate to
        do so.

2       COLLECTIVE BARGAINING EMPLOYEES

        Except for employees who may be represented by the Central States
        Petroleum Union, no Affected Employee is a Represented Employee. The
        Client or the Appropriate Affiliate shall have any and all duties and
        obligations, imposed by terms of the collective bargaining agreement or
        by law, to negotiate with the labor organization that represents the
        Represented Employees with respect to the effects of the transactions
        contemplated by this Agreement on the Represented Employees. The Client
        or the Appropriate Affiliate shall indemnify and hold the Exult Supplier
        harmless from all liability, cost and expense with respect to the
        foregoing duties and obligations to Represented Employees and any
        additional Staff Costs resulting from such negotiations.

3       ASSIGNMENT OF EMPLOYEES

        3.1   RESPONSIBILITY OF THE CLIENT AND APPROPRIATE AFFILIATE.

             3.1.1  As of the relevant In Situ Process Take On Date as set forth
                    in Section 4.2 of Schedule G, the Client and/or Appropriate
                    Affiliate will in accordance with an Affected Employee's
                    individual transition plan agreed to by Exult Supplier and
                    the Client or Appropriate Affiliate place on Assignment to
                    the appropriate Exult Supplier those Affected Employees with
                    respect to the Services to be managed by Exult Supplier In
                    Situ immediately prior to the In Situ Take On Date.

             3.1.2  The Client shall not and shall procure that no Appropriate
                    Affiliate shall employ or engage further employees wholly or
                    mainly in providing one or more of the services similar to
                    the Services after the Process Take On Date for such
                    Services without consultation with Exult Supplier.

        3.2   DURATION

              An Assigned Employee's assignment to Exult Supplier will commence
              on the relevant In Situ Process Take On Date and continue until
              the earlier of (a) the period of the Assigned Employee's
              Assignment ends in accordance with such Assigned Employee's
              individual transition plan, (b) the Assigned Employee's assignment
              is terminated in accordance with Section 3.6, (c) the Assigned
              Employee becomes a New Exult Employee or (d) such other date
              agreed between Exult Supplier and the Client .

        3.3   TERMS AND CONDITIONS OF ASSIGNMENT

             3.3.1  During the Assignment, the Assigned Employees will remain
                    employed by the Client or the Appropriate Affiliate and will
                    be assigned to Exult Supplier on the same terms and
                    conditions of employment as were in effect immediately prior
                    to the Assignment Date, as modified from time to time by the
                    Client or Appropriate Affiliate, provided that notice of
                    such modifications shall be provided to Exult Supplier in
                    sufficient time for Exult Supplier to comply with its
                    obligations in Section 3.3.5.

             3.3.2  During the Assignment, the Assigned Employees will perform
                    the services under the general supervision and control of
                    the Exult Supplier.



                                       2
<PAGE>   127



             3.3.3  Prior to the commencement of any Assignment and in
                    sufficient time for Exult Supplier to comply with its
                    obligations under Sections 3.3 and 3.8 the Client or
                    Appropriate Affiliate shall deliver to Exult Supplier copies
                    of the terms and conditions of employment of the Assigned
                    Employees and its relevant non-discrimination,
                    non-harassment and health and safety obligations.

             3.3.4  Subject to Section 3.3.1 and 3.3.3, Exult Supplier will
                    comply with the Assigned Employees' terms and conditions of
                    employment with the Client or Appropriate Affiliate.

             3.3.5  Exult Supplier will maintain a record in a form specified by
                    the Client and/or the Appropriate Affiliate of each Assigned
                    Employee's absences and will notify the Client or the
                    Appropriate Affiliate of such absences and provide a copy of
                    such records to the Client or the Appropriate Affiliate at
                    its request.

        3.4   EMPLOYEE RECORDS FOR ASSIGNED EMPLOYEES

             3.4.1  As soon as reasonably practicable after the Commencement,
                    the Client and the Appropriate Affiliates, subject to any
                    restrictions imposed by law, will deliver to Exult Supplier
                    employment information containing the identity of, job
                    descriptions and skill qualifications of the Assigned
                    Employees, and such other employment information as Exult
                    Supplier shall reasonably request with respect to an
                    Assigned Employee and which the Client or Appropriate
                    Affiliate mutually agrees to provide.

             3.4.2  Exult Supplier shall maintain comprehensive, accurate and up
                    to date employee records in a form to be specified by the
                    Client or Appropriate Affiliate in relation to the Assigned
                    Employees.

        3.5   PAYMENT FOR SERVICES

             3.5.1  As soon as practicable after the Commencement Date and in
                    any event prior to the first Assignment Date the Client
                    and/or each Appropriate Affiliate shall provide Exult
                    Supplier with details of the costs incurred by the
                    Appropriate Affiliate of employing Affected Employees.

             3.5.2  Neither the Client nor the Appropriate Affiliate will
                    increase those costs other than in the ordinary course of
                    business.

             3.5.3  The Client shall advise Exult Supplier of the costs incurred
                    by the Client or Appropriate Affiliates of employing the
                    Assigned Employees on a monthly basis, and such costs [***]*

        3.6   EARLY TERMINATION

             3.6.1  Either party may terminate any Assigned Employee's
                    Assignment immediately by giving written notice to the other
                    if:

                    (i)  the Assigned Employee does or omits to do anything
                         (whether in connection with the Assignment or not)
                         which would allow the Client or the Appropriate
                         Affiliate to terminate his or her employment summarily;
                         or


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       3
<PAGE>   128


                    (ii) the Assigned Employee discloses or misuses any
                         confidential information or material, is convicted of a
                         felony, or engages in conduct related to the Assigned
                         Employee's services for which criminal or civil
                         penalties may be sought .

             3.6.2  Exult Supplier may terminate any Employee on Assignment's
                    Assignment at any time on giving two week's written notice
                    to the other party, provided that in this case only, Exult
                    Supplier's obligation to deduct from charges invoiced to the
                    Client the costs of employing such Assigned Employee on
                    Assignment incurred by the Client or Appropriate Affiliate,
                    shall not cease until the earlier of the end of the
                    Assignment period or the date on which the Assigned
                    Employee's employment with the Appropriate Affiliate ceases.

             3.6.3  An Assigned Employee's Assignment will automatically
                    terminate on the termination of the Assigned Employee's
                    employment with the Client or Appropriate Affiliate.

        3.7  DISCIPLINARY MATTERS AND EMPLOYEE COMPLAINTS

             3.7.1  If a dispute arises between an Assigned Employee and Exult
                    Supplier as to the interpretation or application of any of
                    the Assigned Employee's terms and conditions of employment,
                    Exult will consult with the appropriate managers of the
                    Client or Appropriate Affiliate and will abide by their
                    decision. The Assignment shall not preclude an Assigned
                    Employee from utilizing any applicable grievance or
                    complaint procedure available to similarly situated
                    employees of the Client or BPA Affiliate.

             3.7.2  If any disciplinary or grievance matter arises in relation
                    to any of the Assigned Employees during the Assignment,
                    Exult Supplier will notify the Client or the Appropriate
                    Affiliate as soon as reasonably possible. The Client or the
                    Appropriate Affiliate will deal with the matter in
                    accordance with its disciplinary or grievance procedure.
                    Exult Supplier will provide whatever assistance is
                    necessary.

        3.8   NON-DISCRIMINATION, NON-HARASSMENT AND HEALTH AND SAFETY

              Subject to Section 3.3.1 and 3.3.4, Exult Supplier will comply
              with the Client's non-discrimination, non-harassment and health
              and safety obligations in relation to the Assigned Employees,
              provided that Assigned Employees shall comply with Exult
              Supplier's health and safety rules with respect to services
              performed on the Exult Supplier's premises. Exult Supplier will
              co-operate with the Client or the Appropriate Affiliate in respect
              of any action which it wishes to take in respect of the Employee
              on Assignment in order to fulfil such obligations.

        3.9   INTELLECTUAL PROPERTY

              During the Assignment any invention, design, copyright or other
              intellectual property made by any of the Assigned Employees,
              [***]*

        3.10  ADDITIONAL ASSIGNED EMPLOYEES


--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       4
<PAGE>   129


             3.10.1 The Client may assign, for a period to be mutually agreed by
                    the parties, which period shall be at least 12 months from
                    the Commencement Date. , Additional Assigned Employees to
                    Exult Supplier of up to one employee of its choice in Grade
                    20 or above or Brand G or above per 5,000 employees in
                    respect of whom Exult Supplier is providing Services to
                    perform the Services for at least 12 months.

             3.10.2 Assignments under Section 3.10.1 shall be on the same terms
                    and conditions as those set out in Sections 3.1 through
                    3.10, provided, however, that Exult Supplier shall not be
                    required to pay the Client or Appropriate Affiliate for the
                    services of such Additional Assigned Employees and Sections
                    3.2, 3.5 and 3.6.2 shall not apply to such Additional
                    Assigned Employees.

4       INDEMNITIES

        4.1   The Client and each Appropriate Affiliate will indemnify, keep
              indemnified and reimburse Exult Supplier for any Staff Costs
              incurred by Exult Supplier (other than Staff Costs which result
              from an act or deliberate failure to act by Exult Supplier in its
              dealing with an Affected Employee) with respect to an event
              occurring before the Affected Employee becomes a New Exult
              Employee irrespective of when such claim is made, or which relate
              to, arise out of or are connected with any act or omission by the
              Client or the Appropriate Affiliate, or which arise from any
              claims by any Affected Employees pursuant to any employee benefit
              plan or program of the Client or BPA Affiliate;

        4.2   Subject to Section 4.1, Exult Supplier will indemnify the Client
              and each Appropriate Affiliate and keep the Client and each
              Appropriate Affiliate, indemnified against any Staff Costs which
              relate to, arise out of or are connected with any act or
              deliberate failure to act by Exult Supplier having its origin on
              or after the commencement of an Assignment and which the Client or
              Appropriate Affiliate incurs in relation to any contract of
              employment, employment relationship or collective agreement
              (except to the extent such cost relates to the Client's duty of
              effects bargaining under Section 2) concerning one or more of the
              Assigned Employees.

        4.3   To the extent permitted by law, neither party shall bring any
              claims against the other for any negligent acts or omissions of
              Assigned Employees.

5       OFFER OF EMPLOYMENT

        5.1   At any time after the Commencement Date, Exult Supplier may offer
              to employ an Affected Employee on such terms and conditions as the
              Exult Supplier shall determine.

        5.2   As soon as reasonably practicable after the Commencement Date, the
              Client and the Appropriate Affiliates, subject to any restrictions
              imposed by law, will deliver to Exult Supplier employment
              information containing the identity of, job descriptions and skill
              qualifications of the Affected Employees, and such other
              employment information as Exult Supplier shall reasonably request
              with respect to an Affected Employee and which the Client or
              Appropriate Affiliate mutually agrees to provide. As soon as
              reasonable practicable after delivery to the Client or Appropriate
              Affiliate of a written release agreement from an Affected
              Employee, the Client or Appropriate Affiliate shall also deliver
              to Exult Supplier such additional employment information the
              release of which is authorized by such Affected Employee's release
              agreement. The Client and Exult Supplier shall provide reasonable
              cooperation with Exult Supplier's collection of employment
              information for the Affected Employees, including the
              establishment of the form of any release agreements and the
              procedures for requesting Affected Employees to provide such
              releases agreements.



                                       5
<PAGE>   130


        5.3   The Client or Appropriate Affiliate shall cause each New Exult
              Employee to be fully vested in such Assigned Employees' accrued
              benefits under the Client's or Appropriate Affiliates' retirement
              and savings plans.


        5.4   Exult Supplier shall permit each New Exult Employee to enroll in
              Exult Supplier's benefit plans and programs under [***]*

             5.4.1  [***]*

             5.4.2  Exult Supplier will offer coverage under Exult Supplier's
                    health and welfare benefit plans to New Exult Employees and
                    their dependents in accordance with the terms of the Exult
                    Supplier's health and welfare benefit plans; [***]* The
                    Client or Appropriate Affiliate shall be responsible for
                    all health and welfare claims that are incurred by employees
                    prior to the date they become employees of Exult Supplier.
                    The Exult Supplier's health and welfare plans shall be
                    responsible for all health and welfare claims that are
                    incurred by employees after the effective date of their
                    coverage by the Exult Supplier's plan.

             5.4.3  [***]* The Client or Appropriate Affiliate will be
                    responsible for all vacation benefits accrued by employees
                    up to the effective date of their employment by the Exult
                    Supplier. The Client or Appropriate Affiliate will pay out
                    all accrued but unused vacation pay to its employees who
                    accept employment with Exult Supplier according to the
                    Client or Appropriate Affiliate's practices. Exult Supplier
                    shall provide vacation according to Exult Supplier's
                    vacation policies, [***]* Except as specifically provided
                    for in Section 4.4, Exult Supplier shall not be required
                    to provide a New Exult Employee with credit under my benefit
                    plan or program or payroll practice for service with the
                    Client or the Appropriate Affiliate.

             5.4.4  The Client or Appropriate Affiliate shall be responsible for
                    all workers' compensation claims of an Affected Employee
                    timely filed, either prior to or subsequent to the date an
                    Affected Employee becomes a New Exult Employee for instances
                    of injury or illness, arising from or incurred in the course
                    of employment, that occur prior to the date the Affected
                    Employee becomes a New Exult Employee. Exult Supplier shall
                    be responsible for all workers' compensation claims of a New
                    Exult Employee for instances of injury or illness, arising
                    from or incurred in the course of employment, that occur on
                    and after the date an individual becomes a New Exult
                    Employee.

        5.5   The Client or Appropriate Affiliate shall provide COBRA health
              care continuation coverage under the Client's or Appropriate
              Affiliate's group health benefit plans (as amended from time to
              time) to each qualified beneficiary under such plans. The Client
              or Appropriate Affiliate shall not terminate its sponsorship of a
              group health plan in connection with the transactions contemplated
              by this Agreement and shall continue to maintain a group health
              benefit plan and provide COBRA coverage for the maximum COBRA
              coverage period applicable to each qualified beneficiary under the
              Client or Appropriate Affiliate's group health plans who is, or
              whose qualifying event occurred in connection with, an Affected
              Employee.

        5.6   The Client or the Appropriate Affiliate will be responsible for
              compliance with all laws, rules, ordinances and regulations
              respecting termination of any Affected Employees, including,
              without limitation, the Worker Adjustment, Notification and
              Training Act, 29 U.S.C. Section 2101 et. seq. ("WARN") and any
              similar state or local laws. Exult Supplier will



                                       6
<PAGE>   131

              provide such reasonable cooperation as is requested by the Client
              or the Appropriate Affiliate to comply with such laws, rules,
              ordinances and regulations.

6       EMPLOYEE INFORMATION ON TERMINATION OR EXPIRATION

        Two months before the expiration of this Agreement, or if this Agreement
        has been terminated earlier for any reason within two weeks of being
        requested to do so by the Client, Exult Supplier will provide to the
        Client the following information in relation to all Current Exult
        Employees who are employed exclusively in providing the Services:

        6.1   the total number of the Current Exult Employees by name and
              geographic location (including those on a leave of absence and who
              have a statutory or contractual right to return to work);

        6.2   details of all collective bargaining agreements and arrangements
              entered into in relation to the Current Exult Employees who are
              represented by a labor union with any collective bargaining group.

7       EMPLOYMENT PROVISIONS ON TERMINATION

        On termination or expiration of this Agreement, the following provisions
        will apply:

        7.1   The Client, Appropriate Affiliate, any other BPA Affiliate, Exult
              Supplier or a Successor Operator may, at its absolute discretion,
              offer to employ one or more of the Current Exult Employees after
              the Transfer Date. The Exult Supplier will not discourage a
              Current Exult Employee from accepting such offer and the Exult
              Supplier shall release any Current Exult Employee who accepts such
              offer of employment from its employment obligations to the Exult
              Supplier (other than confidentiality obligations).

        7.2   The Client and Appropriate Affiliate shall not for a period of
              [***]* solicit or induce any employee of an Exult Supplier other
              than a Current Exult Employee to terminate his or her employment
              with the Exult Supplier. The Client or Appropriate Affiliate shall
              cause its agreement with a Successor Operator to provide that
              Successor Operator will not solicit or induce any employee of an
              Exult Supplier other than a Current Employee to terminate his or
              her employment with the Exult Supplier.


--------
*    Confidential treatment is requested for redacted portion. Confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       7
<PAGE>   132


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE L

                            CHANGE CONTROL MANAGEMENT


<PAGE>   133


                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                        <C>
1  CHANGE REQUESTS......................................................................    1

2  CLASSIFICATION OF THE CHANGE REQUEST.................................................    1

3  EVALUATION OF THE PROPOSED CHANGE....................................................    2

4  IMPACT ANALYSIS......................................................................    3

5  APPROVAL.............................................................................    4

6  REPORTING............................................................................    4
</TABLE>

                                       i
<PAGE>   134


                                   SCHEDULE L

                            CHANGE CONTROL MANAGEMENT

This Schedule sets out the procedure to be followed for any Proposed Change to
the Framework Agreement or any Country Agreement.

1       CHANGE REQUESTS

        1.1   Either party may request a Proposed Change by submitting a Change
              Request in accordance with the following process.

        1.2   The Change Request shall be divided into two (2) sections. Section
              One shall contain the general information regarding the Proposed
              Change and shall be completed by the Country Representative of the
              submitting party. Section Two shall contain the impact analysis
              for the Proposed Change, which shall be completed by the Exult
              Supplier Country Representative.

        1.3   In each Country, Change Requests shall be presented by the Country
              Representative of the submitting party to the other party's
              Country Representative or designee who shall acknowledge receipt
              by signature of the Change Request.

        1.4   Any Proposed Change which has a potential impact on more than one
              Country shall have a Change Request completed for each impacted
              Country.

2       CLASSIFICATION OF THE CHANGE REQUEST

        The Exult Supplier Country Representative and the Client Country
        Representative shall agree to the classification of the Change Request
        as follows:

        2.1   Where it is determined that the Proposed Change is an Operational
              Change, the Proposed Change shall be evaluated as set out in
              Section 3.1.

        2.2   Where it is determined that the Proposed Change is a change to the
              Client's Policies and Procedures, the proposed change shall be
              evaluated as set out in Section 3.2.

        2.3   Where it is determined that the Proposed Change is a Project, the
              Proposed Change shall be evaluated as set out in Section 3.3.

        2.4   Where it is determined that the Proposed Change is a change to the
              terms and conditions of the Country Agreement or a change related
              to the Schedules of the Country Agreement which is not related to
              a specific Project or to a change to Client's Policies and
              Procedures, the Proposed Change shall be evaluated as set out in
              Section 3.4.

        2.5   Where it is determined that the Proposed Change should not
              proceed, the Change Request shall be rejected and returned to the
              submitting party.

        If the Exult Supplier's Country Representative and the Client's Country
        Representative cannot agree to the classification of the Change Request,
        then the Change Request shall be referred to the Regional Governance
        Panel for classification.



                                       1
<PAGE>   135


3       EVALUATION OF THE PROPOSED CHANGE

        The Proposed Change shall be evaluated, by classification, as described
        below:

        3.1   Operational Changes

             3.1.1  Operational Changes shall be implemented in accordance with
                    the operational change control procedures and approved
                    subject to Section 5 of this Schedule.

        3.2   Changes to Client's Policies and Procedures

             3.2.1  Exult Supplier shall perform the impact analysis as
                    described in Section 4.

             3.2.2  The Exult Supplier Country Representative shall submit the
                    Proposed Change, including the Impact Analysis, to the
                    Client Country Representative.

             3.2.3  Based on the results of the impact analysis, the Client
                    Country Representative shall, within a reasonable timeframe:

                    (i)  approve the Proposed Change and proceed to its
                         implementation subject to Section 5 of this Schedule;
                         or

                    (ii) request Exult Supplier in writing to re-submit the
                         Proposed Change stating which items of information it
                         is dissatisfied with, in which case Exult Supplier
                         shall re-submit the Proposed Change within a reasonable
                         timeframe; or

                    (iii) reject the Change Request in which case the Agreement
                         shall continue un-amended.

        3.3   Projects

             3.3.1  Exult Supplier shall perform the impact analysis as
                    described in Section 4.

             3.3.2  Exult Supplier shall prepare a Project Statement as set out
                    in Schedule H.

             3.3.3  The Exult Supplier Country Representative shall submit the
                    Proposed Change, including the Project Statement, to the
                    Client Country Representative

             3.3.4  Based on the results of the impact analysis, the Client
                    Country Representative shall, within a reasonable timeframe:

                    (i)  approve the Proposed Change and the Project Statement
                         and proceed to its implementation subject to Section 5
                         of this Schedule; or

                    (ii) request in writing that Exult Supplier re-submit the
                         Proposed Change and Project Statement stating which
                         items of information it is dissatisfied with, and Exult
                         Supplier shall re-submit the Proposed Change and
                         Project Statement within a reasonable timeframe; or

                    (iii) reject the Change Request in which case Exult Supplier
                         will not implement the Project.



                                       2
<PAGE>   136

        3.4   Changes to the Agreement (as described in Section 2.4)

             3.4.1  Exult Supplier shall perform the impact analysis as
                    described in Section 4.

             3.4.2  The Exult Supplier Country Representative shall submit the
                    Proposed Change, including the impact analysis, to the
                    Client Country Representative for approval subject to
                    Section 5 of this Schedule.

4       IMPACT ANALYSIS

        4.1   Upon determination of the classification of the Proposed Change,
              Exult Supplier shall provide, at its expense, within [***]* or as
              otherwise agreed, an estimate of the time and cost that Exult
              Supplier proposes to charge to the Client to complete the impact
              analysis. The Client shall provide Exult Supplier, within 10
              business days or as otherwise agreed, a decision as to whether to
              proceed with the impact analysis as estimated.

        4.2   If the Client Country Representative determines that the Proposed
              Change should not proceed, the Change Request shall be rejected
              and returned to the submitting party.

        4.3   If the Client Country Representative decides to proceed, Exult
              Supplier shall, as soon as reasonably practicable and acting in
              good faith, conduct an impact analysis to assess and evaluate the
              impact of the Proposed Change having regard to all relevant
              factors including the following:

              [***]*

        4.4   In the case of Proposed Changes relating to Projects, Exult
              Supplier, in addition to the impact analysis shall, acting in good
              faith, provide the Client with the following information:

             4.4.1  whether Exult Supplier considers the Project to be
                    technically feasible, and, if so, the estimated number,
                    grade, qualification and experience of personnel required to
                    provide the Project;

             4.4.2  the estimated number of days that would be required to be
                    spent by each such person in order to provide the Project;

             4.4.3  the estimated cost and timetable for implementation of the
                    Project including the date of its completion;

             4.4.4  the anticipated impact, if any, on other aspects of the
                    Services and operation of the Systems by the Client;

             4.4.5  the terms and conditions on which Exult Supplier is willing
                    to provide the Project, which shall so far as reasonably
                    appropriate shall be consistent with the terms and
                    conditions on which the Services are provided under this
                    Agreement; and

             4.4.6  any other information the Client may reasonably require in
                    relation to the Project.

        [***]*



--------
*    Confidential treatment is requested for redacted portion. The confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

                                       3
<PAGE>   137


5       APPROVAL

        Subject to the delegated financial authority limits provided by the
        relevant Client Global Commercial Contract Leader and Client Regional
        Commercial Contract Leader, the following approval levels shall apply.

        5.1   Change Requests that are classified as Operational Changes shall
              be approved by the Client's Country Representative and Exult
              Supplier's Country Representative or their designees except where
              Operational Changes do not impact Client activities or costs, in
              which case the Exult Country Representative or its designee may
              approve the change.

        5.2   Change Requests that are classified as changes to the Client's
              Policies and Procedures shall be approved by the Client Country
              Representative.

        5.3   Change Requests that are classified as Projects shall be approved
              by the Client's Country Representative.

        5.4   Change Requests that are classified as changes to the terms and
              conditions of the Country Agreement or as changes related to the
              Schedules of the Country Agreement which are not related to a
              specific Project or to a change to the Client's Policies and
              Procedures, shall be approved by the Regional Governance Panel. In
              the event that such changes have global implications, the Change
              Request shall be approved by the Global Governance Panel.

        Neither party shall be obliged to comply with any Proposed Changes
        unless and until approval has been given in accordance with this Change
        Control Management process and, pending approval, no Change shall be
        made to the Services or to the Framework and Country Agreements.

6       REPORTING

        A consolidated report of all Change Requests shall be presented by the
        Exult Supplier Country Representative to the Regional Governance Panel
        on a monthly basis. The Regional Governance Panel shall report Change
        Requests on a quarterly basis to the Global Governance Panel.



                                       4
<PAGE>   138


                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS



<PAGE>   139


                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS


This schedule sets forth those subcontractors that have been approved by BPA.


[***]*



--------
*    Confidential treatment is requested for redacted portion. Confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.


                                       1
<PAGE>   140


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE O

                            BPA POLICIES AND CONTROLS



                                       1
<PAGE>   141

                                   SCHEDULE O

                            BPA POLICIES AND CONTROLS

1       PART 1

        The following Controls have been submitted to Exult in writing and Exult
        shall fulfil its obligation under this Agreement in accordance with such
        Controls.

                                     [***]*



2       PART 2

        The following Controls shall be reviewed and evaluated by BPA and Exult
        in accordance with this Agreement.

                                     [***]*

--------
*    Confidential treatment is requested for redacted portion. Confidential
     redacted portion has been omitted and filed separately with the Securities
     and Exchange Commission.

<PAGE>   142
                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE P


                         GLOBAL GOVERNANCE ARRANGEMENTS




<PAGE>   143

                                TABLE OF CONTENTS




<TABLE>
<S>         <C>                                                                                                            <C>
1           INTRODUCTION....................................................................................................1


2           GLOBAL GOVERNANCE PANEL.........................................................................................1


3           REGIONAL GOVERNANCE PANEL.......................................................................................2


4           COUNTRY REPRESENTATIVES.........................................................................................3


5           EXECUTIVE STEERING COMMITTEE....................................................................................4


6           REGIONAL STEERING COMMITTEES....................................................................................5


7           CONTRACT ADMINISTRATION DOCUMENTS...............................................................................6
</TABLE>



                                       i

<PAGE>   144

                                   SCHEDULE P

                         GLOBAL GOVERNANCE ARRANGEMENTS


1       INTRODUCTION


        For the purposes of this Schedule, Exult shall mean Exult Supplier where
        appropriate; BPA shall mean the Client, where appropriate.

2       GLOBAL GOVERNANCE PANEL

        2.1     As soon as reasonably practicable following the Commencement
                Date a Global Governance Panel will be established by the
                parties to focus primarily on global strategic issues. It is
                agreed that the Global Governance Panel should not be involved
                in day-to-day issues.

        2.2     The Global Governance Panel will be comprised of 4 voting
                members as follows:

                2.2.1   one Global Project Leader from each of Exult and BPA
                        (who will also be members of the Executive Steering
                        Committee); and

                2.2.2   one Global Commercial Contract Leader from each of Exult
                        and BPA.

        2.3     The initial members of the Global Governance Panel are:


                BPA Global Project Leader


                Exult Global Project Leader


                BPA Global Commercial Contract Leader


                Exult Global Commercial Contract Leader


                Each party shall wherever reasonably practicable give the other
                3 months written notice in the event it wishes to change its
                representatives on the Global Governance Panel.

        2.4     The Global Governance Panel shall be chaired alternately by a
                BPA representative and an Exult representative.

        2.5     The Global Governance Panel will meet no less than quarterly,
                and at other times as agreed between the parties. The meetings
                will be arranged to synchronise with those of the Regional
                Governance Panels and will take place approximately two weeks
                after meetings of the Regional Governance Panels.

        2.6     Voting will be on a unanimous basis and a full quorum will be
                required for voting purposes.

        2.7     The responsibilities of the Global Governance Panel will
                include:

                2.7.1   reviewing the overall performance of the parties'
                        respective roles and responsibilities under this
                        Agreement and of their respective Affiliates under the
                        Country Agreements;

                2.7.2   reviewing significant recommendations and suggestions
                        made by the Executive Steering Committee relating to the
                        Services and/or this Agreement or any Country Agreement
                        and initiate appropriate actions;



                                       1
<PAGE>   145

                2.7.3   submitting quarterly performance review reports to the
                        Executive Steering Committee for its guidance and
                        recommendations;

                2.7.4   when referred to it by any of the Regional Governance
                        Panels, considering and agreeing changes in accordance
                        with the Change Control Management procedure;

                2.7.5   seeking to resolve any Dispute referred to it in
                        accordance with the Dispute Resolution Procedure.

        2.8     The parties shall procure that the members of the Global
                Governance Panel shall, at all times, act reasonably and in good
                faith having due regard to the interests of all parties.

3       REGIONAL GOVERNANCE PANEL

        3.1     As soon as reasonably practicable at the time of contracting the
                first Country in a region a Regional Governance Panel will be
                established by the parties for that Region to focus primarily on
                regional strategic issues. It is agreed that the Regional
                Governance Panels should not be involved in day-to-day issues.

        3.2     Each Regional Governance Panel will be comprised of 4 voting
                members as follows:

                3.2.1   one Regional Project Leader from each of Exult and BPA;
                        and

                3.2.2   one Regional Commercial Contract Leader from each of
                        Exult and BPA.

        3.3     The Regional Governance Panel shall be chaired alternately by a
                BPA representative and an Exult representative.

        3.4     The Regional Governance Panel will meet monthly, and at other
                times as agreed between the parties. The meetings will be
                arranged to synchronise with those of the Global Governance
                Panel as appropriate and will take place approximately two weeks
                before the meetings of the Global Governance Panel.

        3.5     Voting will be on a unanimous basis and a full quorum will be
                required for voting purposes.

        3.6     The responsibilities and authorities of the Regional Governance
                Panel will be determined and delegated in each case by the
                Global Governance Panel and may include matters within the
                relevant Region such as:

                3.6.1   agreeing an efficient and effective Due Diligence
                        Exercise in each relevant Country;

                3.6.2   managing the internal interfaces with the Participating
                        Affiliates and the Exult Participating Affiliates in
                        relation to the Framework Agreement and the relevant
                        Country Agreements;

                3.6.3   addressing, co-ordinating and prioritising with issues
                        affecting the provision of the Services to Participating
                        Affiliates under the Country Agreements as referred to
                        it by the Country Representatives;

                3.6.4   reviewing the overall performance of the parties'
                        respective Affiliates under the relevant Country
                        Agreements;

                3.6.5   reviewing significant recommendations and suggestions
                        made by Regional Steering Committee relating to the
                        Services and/or any relevant Country Agreements and
                        initiate appropriate actions;



                                       2
<PAGE>   146

                3.6.6   submitting quarterly performance review reports to the
                        Regional Steering Committee for its guidance and
                        recommendations;

                3.6.7   submit quarterly performance review reports to the
                        Global Governance Panel.

                3.6.8   managing Change Requests outside the authority of the
                        relevant Country Representative and otherwise in
                        accordance with the Change Control Management procedure;

                3.6.9   seeking to resolve any Disputes referred to in
                        accordance with the Dispute Resolution Procedure;

                3.6.10  referring matters outside its authority to the Global
                        Governance Panel;

                3.6.11  identifying issues which may have an impact outside the
                        relevant Region and referring these to the Global
                        Governance Panel as required; and

                3.6.12  monitoring and reviewing the ongoing status of Third
                        Party Contracts which are not Transferred to Exult
                        Supplier.

        3.7     The parties shall procure that the members of the Regional
                Governance Panel shall, at all times, act reasonably and in good
                faith having due regard to the interests of all parties.

4       COUNTRY REPRESENTATIVES

        4.1     As soon as reasonably practicable following a Country
                Commencement Date, BPA and Exult shall procure that, the
                relevant Affiliates each appoint a Country Representative in
                respect of that Country.

        4.2     The Country Representatives will have day-to-day responsibility
                for managing the operation of the Country Agreement and
                supervising the co-operation and other matters between the
                parties.

        4.3     The responsibilities and authorities of each Country
                Representative will be determined and delegated in each case by
                the relevant Regional Governance Panel and may include matters
                such as:

                4.3.1   reviewing the overall performance of the parties'
                        respective Affiliates under the relevant Country
                        Agreement;

                4.3.2   interpretation of the Agreement;

                4.3.3   ensuring efficient flow of documentation under the
                        Agreement;

                4.3.4   handling of Disputes within the authority of the Country
                        Representative and referring others to the Regional
                        Governance Panel in accordance with the Dispute
                        Resolution Procedure;

                4.3.5   handling of Change Requests within the authority of the
                        Country Representative and referring others to the
                        Regional Governance Panel in accordance with the Change
                        Control Procedure;

                4.3.6   submitting issues concerning the relationship between
                        the parties to the Regional Steering Committee for its
                        guidance and recommendations;

                4.3.7   submit [monthly/regular] performance review reports to
                        the Regional Governance Panel;



                                       3
<PAGE>   147

                4.3.8   generally dealing with any matter or issue arising out
                        of or in connection with the Country Agreement within
                        the delegated authority of, the Country Representative;

                4.3.9   identifying and referring matters outside the Country
                        Representative authority to the Regional Governance
                        Panel; and

                4.3.10  identifying issues which may have an impact outside the
                        relevant Country and referring these to the Regional
                        Governance Panel for their attention.

        4.4     The parties shall procure that the Country Representatives
                shall, at all times, act reasonably and in good faith having due
                regard to the interests of all parties.

5       EXECUTIVE STEERING COMMITTEE

        5.1     As soon as reasonably practicable following the Commencement
                Date an Executive Steering Committee will be established by the
                parties to focus primarily on global relationship issues. It is
                agreed that the Executive Steering Committee should not be
                involved in day-to-day issues.


                The Executive Steering Committee will be comprised as follows:


                For BPA:

                5.1.1   the Executive Steering Committee shall be chaired by a
                        BPA Group representative;

                5.1.2   one Global Project Leader from BPA (who will also be a
                        member of the Global Governance Panel);

                5.1.3   four business stream representatives; and

                5.1.4   one IT representative.


                For Exult:

                5.1.5   one Exult corporate executive representative;

                5.1.6   one Global Project Leader who will also be a member of
                        the Global Governance Panel; and

                5.1.7   IT/e-commerce/services representation.


                Each party shall wherever reasonably practicable give the other
                3 months written notice in the event it wishes to change its
                representatives on the Global Governance Panel.

        5.2     The Executive Steering Committee will meet quarterly, and at
                other times as agreed between the parties.

        5.3     The Executive Steering Committee shall be a non-voting body.

        5.4     The responsibilities of the Executive Steering Committee will
                include:

                5.4.1   reviewing the global relationship issues arising out of
                        the Framework Agreement and the Country Agreements;

                5.4.2   reviewing significant recommendations and suggestions
                        made by the Regional Steering Committee relating to
                        issues affecting the relationships between the parties
                        and relationships between the stakeholders;



                                       4
<PAGE>   148

                5.4.3   reviewing performance and providing advice and guidance
                        to the Global Governance Panel for Performance
                        improvement and making recommendations directly to BPA
                        and Exult on issues affecting the relationships between
                        the parties and relationships between the stakeholders.

        5.5     The parties shall procure that the members of the Executive
                Steering Committee shall, at all times, act reasonably and in
                good faith having due regard to the interests of all parties.

6       REGIONAL STEERING COMMITTEES

        6.1     At the same time as a Regional Governance Panel is established a
                Regional Steering Committee will be established by the parties
                for that Region to focus primarily on issues effecting
                relationships between the parties and between the stakeholders
                in the relevant Region. It is agreed that the Regional Steering
                Committees should not be involved in day-to-day issues.

        6.2     The Regional Steering Committee will be comprised as follows:

                6.2.1   one member of the relevant Regional Governance Panel
                        from each of Exult and BPA;

                6.2.2   two other appropriate representatives from Exult such as
                        the IT manager, the Service Centre Manager or
                        representatives from equivalent roles; and

                6.2.3   up to four other representatives from BPA.

        6.3     The Regional Steering Committees shall be chaired by a BPA
                representative.

        6.4     The Regional Steering Committees will meet quarterly or
                otherwise, at times as agreed between the parties and will be
                synchronised to precede the Executive Steering Committee
                meetings.

        6.5     The Regional Steering Committees shall be non-voting bodies.

        6.6     The responsibilities and authorities of the Regional Steering
                Committees will be determined and delegated in each case by the
                Executive Steering Committee and may include matters such as;

                6.6.1   reviewing the Regional relationship issues arising out
                        of the Framework Agreement and of the relevant Country
                        Agreements;

                6.6.2   reviewing significant recommendations and suggestions
                        made by the Country Representatives relating to issues
                        affecting the relationships between the parties and
                        relationships between the stakeholders in the relevant
                        Region;

                6.6.3   reviewing performance and providing advice and guidance
                        to the Regional Governance Panel for performance
                        improvement and making recommendations directly to the
                        Executive Steering Committee on issues affecting the
                        relationships between the parties [and relationships
                        between the Stakeholders];

                6.6.4   submitting quarterly reviews to the Executive Steering
                        Committee.

        6.7     The parties shall procure that the members of the Regional
                Steering Committees shall, at all times, act reasonably and in
                good faith having due regard to the interests of all parties.



                                       5
<PAGE>   149

7       CONTRACT ADMINISTRATION DOCUMENTS

        7.1     All contract administration documents shall be in English unless
                required otherwise by any law of a Country, in which case
                contract administration documents shall be prepared in both
                English and the language required by law of the relevant
                Country.








                                       6
<PAGE>   150


                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE Q


                                 DATA PROTECTION



<PAGE>   151

                                TABLE OF CONTENTS



<TABLE>
<S>         <C>                                                                                                   <C>
1           DEFINITIONS............................................................................................1

2           PROCESSOR'S OBLIGATIONS AND WARRANTIES.................................................................2

3           DATA EXPORT............................................................................................4

4           WARRANTY...............................................................................................5

5           BPA'S OBLIGATIONS......................................................................................5
</TABLE>






                                        i
<PAGE>   152
                                   SCHEDULE Q

                                 DATA PROTECTION

                                     PART I


                           DATA PROCESSING OBLIGATIONS


1       DEFINITIONS


        For the purposes of this Schedule, the following terms shall have the
        following meanings:

        "AGREEMENT" means this Agreement and each Country Agreement;

        "APPROPRIATE TECHNICAL AND ORGANISATIONAL MEASURES" means such necessary
        measures that need to be taken in order to guarantee the security of the
        personal data and to avoid unauthorised, accidental or unlawful
        alteration, loss, disclosure, access to and processing of the personal
        data, taking account of the state of technology and the cost of their
        implementation, the nature of the personal data stored, and the risks
        posed by the processing whether they arise from human action or from
        physical or natural means. Specific regard shall be had to any relevant
        guidance, if any, provided by the Authority in each Country;

        "AUTHORITY" means the relevant data protection authority in the Country;

        "AUTOMATED DECISION" means a decision which produces legal effects or
        significantly affects a data subject and which is based solely on
        automated processing of data intended to evaluate certain personal
        aspects such as performance at work, creditworthiness, reliability and
        conduct etc;

        "BPA" means BPA and each BPA Participating Affiliate;

        "CLIENT PERSONAL DATA" means any personal data Processed by Exult
        Supplier for or on behalf of BPA in the context of the provision of the
        Services;

        "DATA SUBJECT" is one who can be identified, directly or indirectly, in
        particular by reference to an identification number or to one or more
        factors specific to his physical, physiological, mental, economic,
        cultural or social identity from any personal data;

        "DIRECTIVES" means the European Union Directive entitled "Directive
        95/46/EC of the European Parliament and of the Council of 24 October
        1995 on the protection of individuals with regard to the processing of
        personal data and on the free movement of such data" and the European
        Union Directive entitled "Directive 97/66/EC concerning the processing
        of personal data and the protection of privacy in the telecommunications
        sector";

        "EXULT" means Exult and each Exult Participating Affiliate;

        "IMPLEMENTING LEGISLATION" means the legislation and any guidance,
        policy or recommendations providing by the Authority (if any) in the
        Country which implements the Directives;

        "PERSONAL DATA" means any information relating to an identified or
        identifiable natural person. For the purposes of this definition, an
        identifiable person is one who can be identified, directly or
        indirectly, in particular by reference to an identification number or to
        one or more factors specific to his physical, physiological, mental,
        economic, cultural or social identity;

        "PROCESS" or "PROCESSING" means any operation or set of operations which
        is/are performed upon personal data, whether or not by automatic means,
        including collection, recording, organisation, storage, adaptation or
        alteration, retrieval, consultation, use, disclosure by



                                       1
<PAGE>   153

        transmission, dissemination or otherwise making available, alignment or
        combination, blocking, erasure or destruction;

        "PURPOSES" means the purposes for which BPA personal data is to be
        Processed, as may be amended from time to time by the parties, and as
        currently set out in Schedule A (Scope of Services);

        "SENSITIVE DATA" means personal data revealing racial or ethnic origin,
        political opinions, religious or philosophical beliefs, trade-union
        membership, or health or sex life;

        "THIRD COUNTRY" means any country outside the European Economic Area.

2       PROCESSOR'S OBLIGATIONS AND WARRANTIES

        2.1     GENERAL OBLIGATIONS


                Exult hereby agrees during the term of the Agreement:

                2.1.1   to act only solely on the instructions of BPA and in so
                        doing to process BPA personal data on behalf of BPA
                        solely for the Purposes;

                2.1.2   to process BPA personal data in accordance with the
                        Directives and Implementing Legislation if the personal
                        detail is subject to the Directives; and

                2.1.3   to process BPA personal data in accordance with the
                        provisions of this Agreement.

        2.2     SPECIFIC OBLIGATIONS

                Without limiting the generality of Section 2.1, Exult shall;

                2.2.1   REGISTRATION AND AUTHORITY

                        Ensure that it has the necessary legal authority for the
                        purpose of processing BPA personal data for the Purposes
                        in accordance with the terms of this Agreement;

                2.2.2   SECURITY

                        Prior to any processing of BPA personal data:

                        (i)     put in place appropriate technical and
                                organisational measures to protect BPA personal
                                data (including suitable measures to protect
                                Sensitive Data) against accidental or unlawful
                                destruction or accidental loss, alteration,
                                unauthorised disclosure or access and against
                                all other unlawful forms of processing;

                        (ii)    put in place adequate security programmes and
                                procedures to ensure that unauthorised persons
                                will not have access to the equipment used to
                                process BPA personal data, and that any persons
                                it authorises to have access to BPA personal
                                data will respect and maintain the
                                confidentiality and security of BPA personal
                                data; and

                        (iii)   have reviewed and to continue to review its
                                security programmes and procedures to ensure
                                that they are adequate, having regard to
                                industry good practice and the cost of their
                                implementation at that time; and

                        (iv)    once processing has commenced in accordance with
                                this Agreement, if at any time Exult becomes
                                aware of any breach in security advise



                                       2
<PAGE>   154

                                BPA forthwith of the nature and extent of the
                                breach and shall take all necessary remedial
                                action and shall indemnify BPA against all
                                costs, damages or other losses arising out of
                                such breach, except to the extent such loss
                                results from BPA failing to perform its
                                obligations in Section 5 below.

                2.2.3   ASSISTANCE AND ENQUIRIES

                        (i)     without limitation to the other provisions of
                                this Agreement, take all reasonable steps to
                                enable BPA to comply with its obligations under
                                the Directives and relevant Implementing
                                Legislation in relation to BPA personal data,
                                promptly upon being notified of such steps by
                                BPA;

                        (ii)    upon receiving any request for information or
                                assistance in relation to BPA personal data,
                                from BPA, the Authority, other regulatory body
                                in which has jurisdiction or a data subject,
                                Exult will promptly provide all relevant
                                information to BPA or the Authority as requested
                                by BPA;

                        (iii)   promptly appoint an individual (a "Data
                                Protection Officer") within its organisation
                                authorised to respond to any enquiries made
                                pursuant to this Section 2.2.3 or otherwise in
                                relation to this Agreement and with such other
                                roles, responsibilities and powers (if any) as
                                may be required by the laws implementing the
                                Directives in the jurisdiction of BPA and shall
                                promptly notify the details of this individual
                                to BPA.

                2.2.4   ENFORCEMENT

                        Recognise and agree BPA employees may enforce against
                        Exult any of their rights as Data Subjects under the
                        Directives or Implementing Legislation in relation to
                        the processing by Exult of the BPA personal data;

                2.2.5   DATA QUALITY

                        Subject to Section 2.1.1 above, to, where necessary,
                        maintain the accuracy of BPA personal data and keep it
                        up to date. Exult shall comply with all instructions
                        from BPA or any data subject to whom BPA personal data
                        relates to rectify, delete and update any BPA personal
                        data and, if so requested by BPA, shall notify in
                        writing BPA and/or the data subject as appropriate
                        within a reasonable time that it has done so.

                2.2.6   DATA EXPORT

                        Not export from any Country within the European Economic
                        Area any BPA personal data to any Third Country without
                        BPA's prior written consent such consent not to be
                        unreasonably withheld or delayed provided that BPA has
                        given such consent in relation to the USA;

                2.2.7   ACCESS

                        If the personal data is subject to the Directives,
                        provide the data subject with the same rights of access,
                        correction, blocking, suppression or deletion available
                        to such individual in the relevant Countries which are
                        subject to the Directives;

                2.2.8   DISCLOSURE

                        (i)     not to disclose, either free of charge or in
                                return for payment, not even for its
                                preservation, any BPA personal data to any other
                                legal or natural person other than where BPA has
                                given its prior written consent to such
                                disclosure or where there is a legal obligation
                                or there



                                       3
<PAGE>   155

                                is a regulatory obligation or where Exult is
                                responding to a request from the Authority or
                                other authorial regulatory body, in which case
                                BPA must, where this is permitted by law, be
                                informed where practicable prior to such
                                disclosure; and

                        (ii)    where BPA has consented to a disclosure in
                                accordance with 2.2.6(i) above, BPA may require
                                Exult to procure any disclosee to whom BPA
                                personal data is disclosed pursuant to such
                                clause to enter into an agreement for the
                                protection of personal data in similar terms to
                                this Agreement.

                2.2.9   RETENTION AND DESTRUCTION

                        Keep BPA personal data in such form as shall permit the
                        identification of data subjects for no longer than is
                        necessary for the Purposes of providing the Services or
                        as instructed by BPA;

                2.2.10  AUDIT

                        Submit its facilities used to process personal data,
                        data files and documentation needed for processing for
                        auditing and/or certification by BPA (or other duly
                        qualified auditors of inspection authorities not
                        reasonably objected to by Exult and approved by BPA) on
                        reasonable notice and at reasonable times to ascertain
                        compliance with the obligations and warranties in this
                        Schedule; and

                2.2.11  EMPLOYEE COMPLIANCE

                        Ensure the compliance of its employees from time to time
                        with the terms of this Schedule.

3       DATA EXPORT

        3.1     If BPA consents to the export of BPA personal data in accordance
                with Section 2.2.6 of this Schedule and if the personal data is
                subject to the Directives it shall ensure that the party to whom
                BPA personal data is exported shall:

        3.1.1   process BPA personal data in accordance with any industry or
                other codes of practice to which it subscribes and in accordance
                with the data protection principles set out in the Directive,
                including without limitation the principles in Article 6 of the
                Directive relating to data quality and Article 17 of the
                Directive relating to security;

        3.1.2   provide the data subject with the same rights of access,
                correction, blocking, suppression or deletion available to such
                individual Countries in which the personal data is subject to
                the Directives;

        3.1.3   process BPA personal data purposes of and to the extent required
                to provide the Services;

        3.1.4   maintain the accuracy of the data and keep it up to date;

        3.1.5   comply with all instructions from BPA to rectify, delete and
                update any personal data and confirm to BPA within a reasonable
                time that it has done so;

        3.1.6   appoint, and identify to BPA and, if requested by BPA to the
                Authority, an individual within its organisation authorised to
                respond to enquiries from the Authority or a data subject
                concerning its processing of his or her personal data;



                                       4
<PAGE>   156

4       WARRANTY

        Exult warrants that it will process BPA personal data only:

        4.1     for the purposes of and to the extent required to provide the
                Services;

        4.2     to the extent they are applicable, in accordance with the
                Directives and the provisions of the Implementing Legislation;
                and

        4.3     in accordance with the provisions of this Agreement.

5       BPA'S OBLIGATIONS

        5.1     BPA warrants that:

                5.1.1   it will obtain the written consent of all Data Subjects
                        whose personal data may be processed by Exult as part of
                        the Services under this Agreement;

                5.1.2   it will indemnify and hold harmless Exult against all
                        costs, damages or other losses caused by any inaccuracy
                        in the personal data which BPA provides to Exult and
                        which results in Exult having any enforcement
                        proceedings taken by BPA employees and/or Authorities;

                5.1.3   it shall ensure that it is permitted under its
                        registrations with the Authorities in all Countries to
                        transfer personal data to third party suppliers such as
                        Exult;

                5.1.4   it will co-operate with Exult to ensure that all
                        personal data is accurate and that the Directives and
                        Implementing Legislation are complied with in the
                        applicable Countries.




                                       5
<PAGE>   157


                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE R


                          BPA PARTICIPATING AFFILIATES



<PAGE>   158

                                   SCHEDULE R

                          BPA PARTICIPATING AFFILIATES



This schedule sets forth the BPA Affiliates that shall receive the Services
under the applicable Country Agreement. This table shall be completed following
the Country Commencement Date.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                                  REGISTERED OFFICE OR
                                            COUNTRY PARENT IF NOT                                 PRINCIPAL OR PLACE OF
COMPANY                                          THE CLIENT                                              BUSINESS
-----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                                    <C>

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>   159

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE T


                             PROCESS LINE POPULATION



<PAGE>   160

                                   SCHEDULE T

                             PROCESS LINE POPULATION

This schedule sets forth the populations that shall receive the Services for
this County Agreement. The table below shall be completed prior to the Process
Take On Date for each Process. The Client shall provide both initial data and
monthly updates for this table until such time as the systems are available to
automatically report on this data.


                          PROCESS LINE POPULATION TABLE


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Organisation         HR        Labour       Expat
                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
<S>                   <C>              <C>            <C>              <C>          <C>          <C>       <C>        <C>
OIL (COUNTRY)
-----------------------------------------------------------------------------------------------------------------------------------
Retail
-----------------------------------------------------------------------------------------------------------------------------------
CI
-----------------------------------------------------------------------------------------------------------------------------------
MAS
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION                        POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Under                 E/U       Resourcing/
                                 Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
===================================================================================================================================
<S>                  <C>         <C>           <C>              <C>          <C>    <C>        <C>           <C>
OIL (COUNTRY)
-----------------------------------------------------------------------------------------------------------------------------------
Retail
-----------------------------------------------------------------------------------------------------------------------------------
CI
-----------------------------------------------------------------------------------------------------------------------------------
MAS
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION    POPULATION BY PROCESS LINE
-----------------------------------------------------------------
                                  Performance   Domestic
                                   Management   Relocation   HRIT
=================================================================
<S>                  <C>          <C>          <C>          <C>
OIL (COUNTRY)
-----------------------------------------------------------------
Retail
-----------------------------------------------------------------
CI
-----------------------------------------------------------------
MAS
-----------------------------------------------------------------
</TABLE>




<PAGE>   161

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Organisation         HR        Labour       Expat
                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
<S>                   <C>              <C>            <C>              <C>         <C>          <C>        <C>        <C>
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
OIL
(INTERNATIONAL)
-----------------------------------------------------------------------------------------------------------------------------------
Air
-----------------------------------------------------------------------------------------------------------------------------------
Marine
-----------------------------------------------------------------------------------------------------------------------------------
Shipping
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                           POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Under                 E/U       Resourcing/
                                 Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
===================================================================================================================================
<S>                   <C>        <C>            <C>             <C>         <C>     <C>       <C>           <C>           <C>
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
OIL
(INTERNATIONAL)
-----------------------------------------------------------------------------------------------------------------------------------
Air
-----------------------------------------------------------------------------------------------------------------------------------
Marine
-----------------------------------------------------------------------------------------------------------------------------------
Shipping
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION    POPULATION BY PROCESS LINE
----------------------------------------------------------------
                                 Performance   Domestic
                                  Management   Relocation   HRIT
================================================================
<S>                   <C>        <C>          <C>          <C>
Corporate Functions
----------------------------------------------------------------
Other
----------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------
(2)
   ----------
----------------------------------------------------------------
OIL
(INTERNATIONAL)
----------------------------------------------------------------
Air
----------------------------------------------------------------
Marine
----------------------------------------------------------------
Shipping
----------------------------------------------------------------
Other
----------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------
(2)
   ----------
----------------------------------------------------------------
</TABLE>
<PAGE>   162

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
----------------------------------------------------------------------------------------------------------------------------------
                                                      Organisation         HR        Labour       Expat
                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
==================================================================================================================================
<S>                   <C>              <C>            <C>              <C>          <C>          <C>       <C>        <C>
EXPLORATION
----------------------------------------------------------------------------------------------------------------------------------
Business Units
----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
----------------------------------------------------------------------------------------------------------------------------------
Other
----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
----------------------------------------------------------------------------------------------------------------------------------
CHEMICALS
----------------------------------------------------------------------------------------------------------------------------------
Business Units
----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                 POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Under                 E/U       Resourcing/
                                 Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
===================================================================================================================================
<S>                    <C>       <C>            <C>             <C>         <C>     <C>       <C>           <C>           <C>
EXPLORATION
-----------------------------------------------------------------------------------------------------------------------------------
Business Units
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
CHEMICALS
-----------------------------------------------------------------------------------------------------------------------------------
Business Units
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION    POPULATION BY PROCESS LINE
----------------------------------------------------------------
                                 Performance   Domestic
                                  Management   Relocation   HRIT
================================================================
<S>                  <C>         <C>          <C>          <C>
EXPLORATION
----------------------------------------------------------------
Business Units
----------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------
(2)
   ----------
----------------------------------------------------------------
Corporate Functions
----------------------------------------------------------------
Other
----------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------
(2)
   ----------
----------------------------------------------------------------
CHEMICALS
----------------------------------------------------------------
Business Units
----------------------------------------------------------------
(1)
   ----------
----------------------------------------------------------------
</TABLE>
<PAGE>   163

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Organisation         HR        Labour       Expat
                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
<S>                    <C>              <C>           <C>               <C>         <C>          <C>       <C>         <C>
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
SOLAR
-----------------------------------------------------------------------------------------------------------------------------------
Business Units
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
----------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                 POPULATION BY PROCESS LINE
----------------------------------------------------------------------------------------------------------
                                                                             Under                 E/U       Resourcing/
                                 Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
===================================================================================================================================
<S>                   <C>        <C>            <C>             <C>         <C>      <C>      <C>            <C>          <C>
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
SOLAR
-----------------------------------------------------------------------------------------------------------------------------------
Business Units
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-----------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION    POPULATION BY PROCESS LINE
-----------------------------------------------------------------
                                  Performance   Domestic
                                   Management   Relocation   HRIT
=================================================================
<S>                   <C>        <C>            <C>         <C>
(2)
   ----------
-----------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------
Other
-----------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------
SOLAR
-----------------------------------------------------------------
Business Units
-----------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------
Other
-----------------------------------------------------------------
</TABLE>

<PAGE>   164

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Organisation         HR        Labour       Expat
                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
<S>                   <C>              <C>            <C>              <C>         <C>           <C>       <C>        <C>
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
GAS
-----------------------------------------------------------------------------------------------------------------------------------
Business Units
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
-----------------------------------------------------------------------------------------------------------------------------------
Other
-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
OTHER COUNTRY
UNITS
SUPPORTED
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                          POPULATION BY PROCESS LINE
------------------------------------------------------------------------------------------------------------------------------------
                                                                              Under                 E/U       Resourcing/
                                  Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
====================================================================================================================================
<S>                   <C>        <C>            <C>              <C>         <C>     <C>       <C>            <C>         <C>
(1)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
GAS
------------------------------------------------------------------------------------------------------------------------------------
Business Units
------------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
Corporate Functions
------------------------------------------------------------------------------------------------------------------------------------
Other
------------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
OTHER COUNTRY
UNITS
SUPPORTED
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION    POPULATION BY PROCESS LINE
-------------------------------------------------------------------
                                    Performance   Domestic
                                     Management   Relocation   HRIT
===================================================================
<S>                   <C>           <C>           <C>         <C>
(1)
   ----------
-------------------------------------------------------------------
(2)
   ----------
-------------------------------------------------------------------
GAS
-------------------------------------------------------------------
Business Units
-------------------------------------------------------------------
(1)
   ----------
-------------------------------------------------------------------
Corporate Functions
-------------------------------------------------------------------
Other
-------------------------------------------------------------------
(1)
   ----------
-------------------------------------------------------------------
(2)
   ----------
-------------------------------------------------------------------
OTHER COUNTRY
UNITS
SUPPORTED
-------------------------------------------------------------------
</TABLE>
<PAGE>   165

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Organisation         HR        Labour       Expat
                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
<S>                   <C>               <C>           <C>               <C>         <C>           <C>      <C>        <C>
(1)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------
OTHER
POPULATIONS
-----------------------------------------------------------------------------------------------------------------------------------
(1) EXAMPLE-
ANNUITANTS
-----------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
  BUSINESS/OTHER       POPULATION                                  POPULATION BY PROCESS LINE
------------------------------------------------------------------------------------------------------------------------------------
                                                                              Under                 E/U       Resourcing/
                                  Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
====================================================================================================================================
<S>                   <C>         <C>            <C>             <C>         <C>     <C>       <C>           <C>          <C>
(1)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
------------------------------------------------------------------------------------------------------------------------------------
OTHER
POPULATIONS
------------------------------------------------------------------------------------------------------------------------------------
(1) EXAMPLE-
ANNUITANTS
------------------------------------------------------------------------------------------------------------------------------------
(2)
   ----------
------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
-------------------------------------------------------------------
     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL         TOTAL
  BUSINESS/OTHER      POPULATION      POPULATION BY PROCESS LINE
-------------------------------------------------------------------
                                    Performance   Domestic
                                     Management   Relocation   HRIT
===================================================================
<S>                   <C>           <C>          <C>          <C>
(1)
   ----------
-------------------------------------------------------------------
(2)
   ----------
-------------------------------------------------------------------
OTHER
POPULATIONS
-------------------------------------------------------------------
(1) EXAMPLE-
ANNUITANTS
-------------------------------------------------------------------
(2)
   ----------
-------------------------------------------------------------------
</TABLE>

<PAGE>   166
                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE U


                                ESCROW AGREEMENT


<PAGE>   167

                                TABLE OF CONTENTS




<TABLE>
<S>           <C>                                                                                                      <C>
1              DEFINITIONS..............................................................................................1


2              OWNER'S DUTIES AND WARRANTIES............................................................................2


3              LICENSEE'S RESPONSIBILITIES..............................................................................2


4              ESCROW AGENT DUTIES......................................................................................2


5              PAYMENT..................................................................................................3


6              RELEASE EVENTS...........................................................................................3


7              CONFIDENTIALITY..........................................................................................4


8              INTELLECTUAL PROPERTY RIGHTS.............................................................................4


9              VERIFICATION.............................................................................................4


10             ESCROW AGENT'S LIABILITY.................................................................................4


11             TERMINATION..............................................................................................5


12             GENERAL..................................................................................................5
</TABLE>



                                       i



<PAGE>   168

                                   SCHEDULE U

                                ESCROW AGREEMENT



BETWEEN:

(1)     Exult, Inc. whose registered office is at 4 Park Plaza, Suite 350,
        Irvine, California 92614 (the "Owner");

(2)     BP Amoco plc whose registered office is at Britannic House, 1 Finsbury
        Circus, London, EC2M 7BA (the "Licensee"); and

(3)     NCC Escrow International Limited whose registered office is at Oxford
        House, Oxford Road, Manchester, M1 7ED (the "Escrow Agent")

PRELIMINARY:

(A)     The Licensee has been granted a license to use a software package
        comprising computer programs.

(B)     Certain technical information and documentation describing the software
        package and other process flowcharts describing the way in which the
        Owner provides certain services to the Owner and its affiliates, are the
        confidential property of the Owner and are required for understanding,
        maintaining and correcting the software package and the provision of the
        services respectively.

(C)     The Owner acknowledges that in certain circumstances the Licensee may
        require possession of the technical information and documentation held
        under this Agreement.

(D)     Each of the parties to this Agreement acknowledges that the
        considerations for their respective undertakings given under it are the
        undertakings given under it by each of the other parties.


IT IS AGREED THAT:

1       DEFINITIONS


        In this Agreement the following terms shall have the following meanings:


        1.1     "FULL VERIFICATION SERVICE" means those bespoke tests agreed
                between the Licensee and Escrow Agent for the verification of
                the Material;


        1.2     "INTELLECTUAL PROPERTY RIGHTS" means copyright, trade secret,
                patent, and all other rights of a similar nature;


        1.3     "SERVICES AGREEMENT" means the agreement pursuant to which the
                Owner grants a licence to the Licensee for the Package;


        1.4     "MATERIAL" means the source code of the Package comprising the
                latest technical information and documentation described in
                Schedules 1 and 2;


        1.5     "PACKAGE" means the software package licensed to the Licensee
                under the Services Agreement; and


        1.6     "STANDARD VERIFICATION SERVICE" means those tests detailed in
                the Standard Verification Service published by Escrow Agent from
                time to time.




                                       1
<PAGE>   169

2       OWNER'S DUTIES AND WARRANTIES


        2.1     The Owner shall:


                2.1.1   deliver a copy of the Material to Escrow Agent within 30
                        days of the date of this Agreement;


                2.1.2   at all times ensure that the Material as delivered to
                        Escrow Agent is capable of being used to generate the
                        latest version of the Package issued to the Licensee and
                        shall deliver further copies of the Material as and when
                        necessary;


                2.1.3   deliver to Escrow Agent a replacement copy of the
                        Material within 12 months of the last delivery;


                2.1.4   deliver a replacement copy of the Material within 14
                        days of receipt of a notice served upon it by Escrow
                        Agent under the provisions of Section 4.1.5; and


                2.1.5   deliver with each deposit of the Material the
                        information detailed in Schedule 2.


        2.2     The Owner warrants that:


                2.2.1   it owns the Intellectual Property Rights in the Material
                        and has authority to enter into this Agreement; and


                2.2.2   the Material lodged under Section 2.1 shall contain all
                        information in human readable form and on suitable media
                        to enable a reasonably skilled programmer or analyst to
                        understand, maintain and correct the Package and to
                        enable a suitably skilled person to understand and
                        maintain the provision of services under the Services
                        Agreement without the assistance of any other person.


3       LICENSEE'S RESPONSIBILITIES


        It shall be the responsibility of the Licensee to notify Escrow Agent of
        any change to the Package that necessitates a replacement deposit of the
        Material.


4       ESCROW AGENT DUTIES


        4.1     Escrow Agent shall:


                4.1.1   hold the Material in a safe and secure environment;


                4.1.2   inform the Owner and the Licensee of the receipt of any
                        copy of the Material;


                4.1.3   in accordance with the terms of Section 9 perform those
                        tests that form part of its Standard Verification
                        Service form time to time;


                4.1.4   at all times retain a copy of the latest verified
                        deposit of the Material; and


                4.1.5   notify the Owner if it becomes aware at any time during
                        the term of this Agreement that the copy of the Material
                        held by it has been lost, damaged or destroyed.


        4.2     Escrow Agent shall not be responsible for procuring the delivery
                of the Material in the event of failure by the Owner to do so.




                                       2
<PAGE>   170

5       PAYMENT


        Escrow Agent's fees are payable in accordance with Schedule 4.


6       RELEASE EVENTS


        6.1     Subject to the provisions of Sections 6.2 and 6.3, Escrow Agent
                will release the Material to a duly authorised officer of the
                Licensee if any of the following events occur:


                6.1.1   the Owner enters into any composition or arrangement
                        with its creditors or (being a company) enters into
                        liquidation whether compulsory or voluntary (other than
                        for the purposes of solvency reconstruction or
                        amalgamation) or has a receiver or administrative
                        receiver appointed over all or any party off its assets
                        or undertaking or a petition is presented for an
                        Administration Order or (being an individual or
                        partnership) becomes bankrupt, or an event occurs within
                        the jurisdiction of the country in which the Owner is
                        situated which has a similar effect to any of the above
                        events in the United Kingdom; or


                6.1.2   the Owner ceases to trade; or


                6.1.3   the Owner assigns copyright in the Material and the
                        assignee fails within 60 days of such assignment to
                        offer the Licensee substantially similar protection to
                        that provided by this Agreement without significantly
                        increasing the cost to the Licensee; or


                6.1.4   the Owner has defaulted in any obligation to provide the
                        Material under the Services Agreement and has failed to
                        remedy such default notified by the Licensee to the
                        Owner.


        6.2     The Licensee must notify Escrow Agent of the event(s) specified
                in Section 6.1 by delivering to Escrow Agent a declaration (the
                "Declaration") made by an officer of the Licensee attesting that
                such event has occurred exhibiting:


                6.2.1   such documentation in support of the Declaration as
                        Escrow Agent shall reasonably require;


                6.2.2   a copy of the Services Agreement;


                6.2.3   a signed confidentiality undertaking as detailed in
                        Schedule 3


                then Escrow Agent will release the Source Code to the Licensee
                upon receipt of the release fee stated in Schedule 3.


        6.3     Upon receipt of a Declaration from the Licensee claiming a
                release event under Section 6.1.4 then Escrow Agent will release
                the Material to the Licensee upon receipt of the release fee
                stated in Schedule 4.


        6.4     Where there is any dispute as to the occurrence of any of the
                events set out in Section 6 or the fulfilment of any obligations
                detailed therein, such dispute will be referred at the request
                of either the Owner or the Licensee to the dispute resolution
                procedure set out in the Services Agreement.




                                       3
<PAGE>   171

7       CONFIDENTIALITY


        7.1     The Material shall remain the confidential property of the Owner
                and in the event that Escrow Agent provides a copy of the
                Material to the Licensee, the Licensee shall be permitted to use
                the Material only in accordance with a confidentiality
                undertaking in the form contained in Schedule 3 of this
                Agreement.


        7.2     Escrow Agent agrees to maintain all information and/or
                documentation coming into its possession or to its knowledge
                under this Agreement in strictest confidence and secrecy. Escrow
                Agent further agrees not to make use of such information and/or
                documentation other than for the purposes of this Agreement and
                will not disclose or release it other than in accordance with
                the terms of this Agreement.


        7.3     Termination of this Agreement will not relieve Escrow Agent or
                its employees or the Licensee or its employees from the
                obligations of confidentiality contained in this Section 7.


8       INTELLECTUAL PROPERTY RIGHTS


        The release of the Material to the Licensee will not act as an
        assignment of any Intellectual Property Rights that the Owner possesses
        in the Material.


9       VERIFICATION


        9.1     Subject to the provisions of Sections 9.2 and 9.3, Escrow Agent
                shall bear no obligation or responsibility to any person, firm,
                company or entity whatsoever to determine the existence,
                relevance, completeness, accuracy, effectiveness or any other
                aspect of the Material.


        9.2     Upon the Material being lodged with Escrow Agent, Escrow Agent
                shall perform those tests in accordance with its Standard
                Verification Service and shall provide a copy of the test report
                to the parties to this Agreement.


        9.3     The Licensee shall be entitled to require that Escrow Agent
                carries out a Full Verification. Any reasonable charges and
                expenses incurred by Escrow Agent in carrying out the Full
                Verification will be paid by the Licensee save that if in the
                opinion of the expert appointed by the Managing Director of
                Escrow Agent, the Material is substantially defective in content
                any such reasonable charges and expenses will be paid by the
                Owner.


10      ESCROW AGENT'S LIABILITY


        10.1    Escrow Agent shall not be liable for loss caused to the Owner or
                the Licensee either jointly or severally except for loss or
                damage to the Material to the extent that such loss or damage is
                caused by the negligent acts or omissions of Escrow Agent, its
                employees, agents or sub-contractors and in such event Escrow
                Agent's total liability in respect of all claims arising under
                or by virtue of this Agreement shall not (except in the case of
                claims for personal injury or death) exceed the sum of
                (pound)500,000.


        10.2    Escrow Agent shall in no circumstances be liable to the Owner or
                the Licensee for indirect or consequential loss of any nature
                whatsoever whether for loss of profit, loss of business or
                otherwise.


        10.3    Escrow Agent shall be protected in acting upon any written
                request, waiver, consent, receipt or other document furnished to
                it pursuant to this Agreement, not only in assuming its due
                execution and the validity and effectiveness of its provisions
                but also as to the



                                       4
<PAGE>   172

                truth and acceptability of any information contained in it,
                which Escrow Agent in good faith believes to be genuine and what
                it purports to be.


11      TERMINATION


        11.1    Escrow Agent may terminate this Agreement after failure by the
                Owner or the Licensee to comply with a 30 day written notice
                from Escrow Agent to pay any outstanding fee. If the failure to
                pay is on the part of the Owner, the Licensee shall be given the
                option of paying such fee itself. Such amount will be
                recoverable by the Licensee direct from the Owner.


        11.2    Escrow Agent may terminate this Agreement by giving 60 days
                written notice to the Owner and the Licensee. In that event the
                Owner and the Licensee shall appoint a mutually acceptable new
                custodian on terms similar to those contained in this Agreement.


        11.3    If a new custodian is not appointed within 30 days of delivery
                of any notice issued by Escrow Agent in accordance with the
                provisions of Section 11.2, the Owner or the Licensee shall be
                entitled to request the President for the time being of the
                British Computer Society to appoint a suitable new custodian
                upon such terms and conditions as he shall require. Such
                appointment shall be final and binding on all parties.


        11.4    The Licensee may terminate this Agreement at any time by giving
                written notice to the Owner and Escrow Agent.


        11.5    The Owner may only terminate this Agreement with the written
                request of the Licensee.


        11.6    This Agreement shall terminate upon release of the Material to
                the Licensee in accordance with Section 6.


        11.7    Upon termination under the provisions of Sections 11.2, 11.4,
                11.5 or 11.6, Escrow Agent will deliver the Material to the
                Owner. IF Escrow Agent is unable to trace the Owner, Escrow
                Agent will destroy the Material.


        11.8    Upon termination under the provisions o Section 11.1 the
                Material will be available for collection by the Owner from
                Escrow Agent for 30 days from the date of termination. After
                such 30 day period Escrow Agent will destroy the Material.


        11.9    Escrow Agent may forthwith terminate this Agreement and destroy
                the Material if it is unable to trace the Owner having used all
                reasonable endeavours to do so.


12      GENERAL


        12.1    This Agreement shall be governed by and construed in accordance
                with the laws of England and Wales.


        12.2    This Agreement represents the whole agreement relating to the
                escrow arrangements between the parties for the Package and
                supersedes all prior arrangements, negotiations and
                undertakings.


        12.3    All notices to be given to the parties under this Agreement
                shall be deemed to have been duly given or made when delivered
                personally or 7 days after posting or if sent by facsimile, 12
                hours after despatch to the party to which such notice is
                required to be given or made under this Agreement address to the
                principal place of business or for companies based in the UK,
                the registered office.



                                       5
<PAGE>   173

                                   SCHEDULE 1


                         MATERIAL: TECHNICAL INFORMATION



The source code of the Package known as [       ]







                                       1
<PAGE>   174

                                   SCHEDULE 2


                         MATERIAL: TECHNICAL INFORMATION



The Material shall be supplied with details of the following:

        1.      Details of the deposit; full name and version details, number of
                media items, media type and density, file or archive format,
                list or retrieval commands, archive hardware and operating
                system details.

        2.      Name and functionality of each module/application of the
                Material.

        3.      Names and versions of development tools etc.

        4.      Documentation describing the procedures for
                building/compiling/executing/using the software (technical
                notes, user guides).

        5.      Hardcopy directory listings of the contents of the media.

        6.      Name and contact details of employee(s) with knowledge of how to
                maintain and support the Material.






                                       1
<PAGE>   175

                                   SCHEDULE 3


                           CONFIDENTIALITY UNDERTAKING

This undertaking is given on release of the Material pursuant to an Escrow Agent
dated [date] between:

(1)     ("the Owner");

(2)     ("the Licensee"); and

(3)     Escrow Agent

1.      Definitions contained in the Escrow Agent will apply to this
        undertaking.


2.      In consideration of Escrow Agent delivering the Materials to the
        Licensee, the Licensee undertakes with the Owner and Escrow Agent.


        2.1     to use the Material only for the purpose of understanding,
                maintaining, developing, enhancing and correcting the Package
                exclusively on behalf of the Licensee;


        2.2     not to use the Material for any other purpose nor disclose it to
                any person save such of its employees or contractors who need to
                know the same in order to understand, maintain, develop, enhance
                and correct the Package exclusively on behalf of the Licensee;


        2.3     to hold all media containing the Material in a safe and secure
                environment when not in use; and


        2.4     forthwith to destroy the same should the Licensee cease to be
                entitled to use the Package.






                                       1
<PAGE>   176

                                   SCHEDULE 4


                         ESCROW AGENT'S FEES (STL)


1.      Initial Fee


2.      Annual Fee

        (payable on completion of this Agreement and on each anniversary
        thereafter)

1.      Update Fee

        (per update after the first 4 updates per annum)

1.      Storage Fee

        (per annum, per cubic foot payable if the source exceeds 1 cubic foot)

1.      Release Fee

        (plus Escrow Agent's reasonable expenses)

        (i)     All fees are subject to VAT where applicable(1)


        (ii)    All fees are reviewed by Escrow Agent from time to time







---------------------

(1)     Only applicable to countries within the EU.



                                       1

<PAGE>   177


Signed on behalf of Exult, Inc.



Name:
     ------------------------------------

Position:
         --------------------------------
         (Authorised Signatory)



Signed on behalf of BP Amoco plc



Name:
     ------------------------------------

Position:
         --------------------------------
         (Authorised Signatory)



Signed on behalf of Escrow Agent



Name:
     ------------------------------------

Position:
         --------------------------------
         (Authorised Signatory)




                                       1


<PAGE>   178

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE W


 MATTERS TO BE TAKEN INTO ACCOUNT WHEN CONSIDERING CHANGES TO AGREEMENT OR ANY
      SCHEDULE TO REFLECT ANY SPECIAL SERVICES PROVIDED BY EXULT SUPPLIER



<PAGE>   179

                                TABLE OF CONTENTS



<TABLE>
<S>         <C>                                                                                                               <C>
1           SERVICES TO BE PERFORMED...........................................................................................1

2           SERVICE STANDARDS..................................................................................................1

3           COMPLIANCE AND LIABILITY...........................................................................................2

4           AUDIT RIGHTS.......................................................................................................2
</TABLE>




                                       i

<PAGE>   180

                                   SCHEDULE W


 MATTERS TO BE TAKEN INTO ACCOUNT WHEN CONSIDERING CHANGES TO AGREEMENT OR ANY
       SCHEDULE TO REFLECT ANY SPECIAL SERVICES PROVIDED BY EXULT SUPPLIER



1       SERVICES TO BE PERFORMED


        In respect of Special Services relating to any Client or Participating
        Affiliate employee benefit plan within the United States of America
        ("Benefit Plan"), this Agreement will be amended to provide:

        1.1     that the Client and any of its Affiliates sponsoring any Benefit
                Plan covered by this Agreement expressly acknowledge that Exult
                Supplier and each Exult Participating Affiliate is not the
                "administrator" or "plan administrator" as defined in Section
                3(16)(a) of ERISA and Section 414(g) of the Code, respectively,
                nor is Exult Supplier a "fiduciary" within the meaning of ERISA
                Section 3(21), and the Client and Participating Affiliates shall
                not request or otherwise require Exult Supplier or any Exult
                Participating Affiliate to act as such with respect to any
                Benefit Plan. Exult Supplier shall not exercise any
                discretionary authority or discretionary control respecting
                management of any Benefit Plan or management or disposition of
                any Benefit Plan assets. Exult Supplier or any Exult
                Participating Affiliate shall not render investment advice for a
                fee or other compensation, direct or indirect, with respect to
                any monies or other property of any Benefit Plan, nor does Exult
                Supplier or any Exult Participating Affiliate have any authority
                or responsibility to do so. Exult Supplier has no discretionary
                authority or discretionary responsibility in the administration
                of the Benefit Plans; and

        1.2     a warranty from the Client to Exult Supplier that its nominated
                employees have, and shall at all times have, the requisite
                authority to transmit information, directions and instructions
                on behalf of Client and Participating Affiliates, each "plan
                administrator" (as defined in Section 3(16)(A) of ERISA and
                Section 414(g) of the Code) and, if applicable, each "fiduciary"
                (as defined in Section 3(21) of ERISA) of each separate Benefit
                Plan.

2       SERVICE STANDARDS

        2.1     Subject to paragraph 2.4, Special Services are to be performed
                in accordance with professional standards applicable in
                compliance with BPA Controls, and with industry level standards
                for vendors providing employee benefit plan administration
                services.

        2.2     Exult Supplier will cause Exult Personnel engaged in carrying
                out Special Services to comply with such BPA Controls, standards
                and procedures referred to in paragraph 2.1.

        2.3     Exult Supplier and Client will develop mutually acceptable
                written performance standards for Special Services to measure
                performance levels for the delivery thereof to reflect the
                matters referred to in paragraphs 2.1 and 2.2 above. Exult
                Supplier's actual performance will be reviewed in quarterly
                meetings of the Regional Governance Panel in order (i) to
                discuss performance and performance standards; and (ii) problem
                solve any issues that have arisen in the delivery of the Special
                Services; and (iii) discuss any proposed improvements in
                delivery of the Special Service.

        2.4     Exult Supplier's performance of Special Services with respect to
                each Benefit Plan shall be in accordance with and subject to the
                documents, policies, interpretations, directives, rules,
                practices and procedures for such administration (the "Client
                Benefit Plan Procedures") provided in writing to Exult Supplier
                by the Client. In the event Exult Supplier shall have any
                questions relating to the application of the Client Benefit Plan
                Procedures to a particular set of facts, or if a participant or
                beneficiary of a Benefit Plan notifies Exult Supplier of his or
                her objection to Exult Supplier's interpretation or application
                of the Client

                                       1
<PAGE>   181
                Benefit Plan procedures, then Exult Supplier shall notify the
                Client Contract Representative in writing of such questions or
                objections The Client Contract Representative shall have the
                responsibility to promptly provide answers to any such questions
                or objections and Exult Supplier shall be entitled to rely upon
                such answers and to follow any directions communicated by the
                Client Contract Representative. The Client authorises Exult
                Supplier to release employment-related confidential data and
                information to health care providers or other third party
                vendors of Client or Participating Affiliates as are designated
                by Client or Participating Affiliates from time to time.

        2.5     To reflect the matters referred to in paragraphs 2.1 to 2.4, the
                Client's agreement to the provision by Exult Supplier of any
                Special Services may necessitate amendment to provisions in this
                Agreement including those relating to "Benchmarking", "Service
                Performance Reports", "KPIs", "Key Incident Reporting",
                "Satisfaction Surveys" and "Continuous Improvement".

3       COMPLIANCE AND LIABILITY

        3.1     Subject to paragraphs 3.2 and 3.3, the Client and the
                Participating Affiliates shall be solely responsible for (a) the
                preparation, approval and submission of all Benefit Plans and
                related amendments for Internal Revenue Service determination,
                (b) each Benefit Plan's compliance with state and federal law
                (including applicable provisions of the Code and ERISA and
                regulations promulgated thereunder) and all other applicable
                laws and regulations and (c) all measures required under state
                and federal law (including applicable provisions of the Code and
                ERISA and regulations promulgated thereunder) and all other
                applicable laws and regulations, to assure, the qualification
                and compliance of the Benefit Plans with such laws. Exult
                Supplier shall be under no duty to question terms of the Benefit
                Plans and the measures taken by the Client.

        3.2     Notwithstanding paragraph 3.1, the Client may (as a condition of
                agreeing to the Exult Supplier carrying out any Special
                Services) in respect of Special Services generally, and those
                relating to Benefit Plans specifically, require Exult Supplier
                to provide inter alia increased levels of insurance cover under
                Clause 22 of the Framework Agreement, provided that the cost of
                such insurance shall be a Pass Through Cost.

4       AUDIT RIGHTS


        With respect to Special Services, the Client's right of audit under
        Clause 12 of this Agreement may be modified to allow:

        (a)     a right for Client's designated representative to inspect books
                and records relating to the Client Service Centre operations and
                Benefit Plan data during normal business hours at any time or
                times as may be requested by the Client by prior written notice
                to Exult Supplier; and

        (b)     an audit on a quarterly basis or more frequently if upon
                reasonable grounds the Client requests the same of the Exult
                Supplier by prior written notice.




                                       2