<PAGE>   1

                                                                   EXHIBIT 10.10



                              Dated 7 December 1999




                            BP INTERNATIONAL LIMITED

                                       and

                                  EXULT LIMITED




                              UK COUNTRY AGREEMENT



                                   LINKLATERS
                                 One Silk Street
                                 London EC2Y 8HQ

                             Tel: (44-171) 456 2000
                                  Ref: JPC/CXC



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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CONTENTS                                                                                PAGE
<S>    <C>                                                                              <C>

1      Definitions and Interpretation.....................................................2


2      Term...............................................................................2


3      Services...........................................................................3


4      Exclusivity........................................................................7


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.................................................14


10     Charges, Invoicing and Payment....................................................14


11     Taxes.............................................................................14


12     Audit.............................................................................16


13     Key Personnel.....................................................................18


14     Termination.......................................................................18


15     Suspension of a Process...........................................................20


16     Winding Up Assistance.............................................................21


17     Financial Consequences of Termination.............................................22


18     Transfer Arrangements on Termination..............................................25


19     Intellectual Property Rights......................................................27


20     Confidentiality...................................................................29


21     Data Protection and Security......................................................30


22     Contract and Service Management...................................................31
</TABLE>



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<TABLE>
<S>    <C>                                                                              <C>
23     Contract Minimums.................................................................33


24     Warranties........................................................................34


25     Limitation on Liability...........................................................35


26     Indemnities and Defence of Claims.................................................37


27     Insurance.........................................................................42


28     Recovery of Damage Awards.........................................................42


29     Dispute Resolution................................................................44


30     Force Majeure.....................................................................46


31     Assignment........................................................................46


32     Subcontracting....................................................................47


33     Participating Affiliates..........................................................48


34     General Terms.....................................................................48
</TABLE>



                                       ii
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       PARTIES


       THIS AGREEMENT is made on 7th December, 1999


       BETWEEN:


(1)     BP International Limited, a company incorporated under the laws of
        England and Wales, whose principal office is at Britannic House, 1
        Finsbury Circus, London EC2M 7BA ("CLIENT"); and

(2)     Exult Limited, a company incorporated under the laws of England and
        Wales whose principal office is at Regis House, 45 King William Street,
        London, EC4R 9AN ("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 Kingdom.


        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





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        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 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



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                        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 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



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

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                        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.


                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,



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

                                       5
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                        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.


        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.



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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
        United Kingdom 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     [***]*


        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:



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

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                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 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



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                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 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;



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                        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 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.



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        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 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



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* 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>   14

                        (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


                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.


        7.5     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



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                        (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.


        7.7     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 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.



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<PAGE>   16

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 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.



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<PAGE>   17

        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.


                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.



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                        (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) 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



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<PAGE>   19

                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).


        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 each [***]* 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.



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        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 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 [***]* 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:



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                        (i)     [***]*


                        (ii)    [***]*


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



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                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 meeting
                Service Levels, including KPIs, applicable to the Affected
                Process once Exult



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                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 [***]*
                (Exclusivity) of this Agreement with respect to the Affected
                Process.


        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 up to [***]* from the
                earlier of (i) the Expiry Date; and (ii) the date of giving
                notice of termination of this Agreement.



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        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.


        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)



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                        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 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,



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                        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 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
                        [***]* from 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



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

                                       24
<PAGE>   27

                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 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



                                       25
<PAGE>   28

                        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 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.



                                       26
<PAGE>   29

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-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



                                       27
<PAGE>   30

                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.


        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.



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  redacted portion has been omitted and filed separately with the Securities and
  Exchange Commission.

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<PAGE>   31

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 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



                                       29
<PAGE>   32

                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 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



                                       30
<PAGE>   33

                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    [***]*


                22.2.1  [***]*


                22.2.2  [***]*


                22.2.3  [***]*


                22.2.4  [***]*


                22.2.5  [***]*


        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.

                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



----------
* 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>   34

                (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.


                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



                                       32
<PAGE>   35

                        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 [***]* 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 relevant CSC Group.



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  redacted portion has been omitted and filed separately with the Securities and
  Exchange Commission.

                                       33
<PAGE>   36

                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



                                       34
<PAGE>   37

                        each case, which are not Year 2000 Compliant or EMU
                        Compliant.


        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



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  redacted portion has been omitted and filed separately with the Securities and
  Exchange Commission.

                                       35
<PAGE>   38

                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 purposes
                of calculating the Charges under this Clause 25.3, [***]* 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.


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

                                       36
<PAGE>   39

        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;


                        (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



                                       37
<PAGE>   40

                        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;


                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



                                       38
<PAGE>   41

                        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 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.


        26.3    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



                                       39
<PAGE>   42

                        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;


                        (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,



                                       40
<PAGE>   43

                        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.


                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;



                                       41
<PAGE>   44

                        (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 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



                                       42
<PAGE>   45

                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 shall provide Exult Supplier
                        with [***]* notice 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 [***]* notice 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.



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  redacted portion has been omitted and filed separately with the Securities and
  Exchange Commission.

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<PAGE>   46

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 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



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  Exchange Commission.

                                       44
<PAGE>   47

                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 Engineers for any
                                issue involving software, hardware, or systems;


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


                        (iii)   the Institute of Personnel and Development
                                Management 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


                        (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:



                                       45
<PAGE>   48

                        (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
                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.



                                       46
<PAGE>   49

        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 [***]* per annum; 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.


        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



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

                                       47
<PAGE>   50

                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.


                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



                                       48
<PAGE>   51

                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


                Britannic House
                1 Finsbury Square
                London
                EC2M 7BA


                BPA Regional Representative


                Britannic House
                1 Finsbury Square
                London
                EC2M 7BA


                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:


                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



                                       49
<PAGE>   52

                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 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



                                       50
<PAGE>   53

                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
                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



                                       51
<PAGE>   54

                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.



                                       52
<PAGE>   55

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:

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



                                       53
<PAGE>   56

                               INDEX TO SCHEDULES


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 Z               Definitions



                                       54
<PAGE>   57

                                   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



                                       55
<PAGE>   58

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


        "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.



                                       56
<PAGE>   59

        "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);


        "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
        Kingdom 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);



                                       57
<PAGE>   60

        "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 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);



                                       58
<PAGE>   61

        "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);


        "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);



                                       59
<PAGE>   62

        "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 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,



                                       60
<PAGE>   63

        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 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);



                                       61
<PAGE>   64

        "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);


        "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;



                                       62
<PAGE>   65

        "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 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.



                                       63
<PAGE>   66

        "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 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;



                                       64
<PAGE>   67

        "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
        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.;


        "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;



                                       65
<PAGE>   68

        "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 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;



                                       66
<PAGE>   69

        "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 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".



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                           UNITED KINGDOM COUNTRY AGREEMENT


                                      SCHEDULE A


                                   SCOPE OF SERVICES








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                                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......................................3

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

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

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

        I      Employee Relations............................................................4

        J      Compliance....................................................................4

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

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

        M      Employee Development..........................................................5

        N      Resourcing/Recruiting.........................................................5

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

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

        Q      Domestic Relocation Administration............................................6

        R      HR Information Technology ("HRIT")............................................6
</TABLE>



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                                      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>
<CAPTION>
                               Table Legend
<S>                           <C>

                       X      Performs Responsibility

                       A      Approves
</TABLE>


        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.


        A       TRAINING


                Training as a process includes training needs assessment,
                course/materials development, logistics co-ordination, conduct
                of training and training leader selection, training
                effectiveness assessment and post training follow-up. Delivery
                of training



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

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                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



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

                                       2
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                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.


                [***]*.


                                     [***]*





        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.


                [***]*.


                                     [***]*



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

                                       3
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        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.


                [***]*.


                                     [***]*




        K       VENDOR ADMINISTRATION


                Vendor administration is the process by which third party
                providers of HR or other related services to BPA 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.


                [***]*.


                                     [***]*



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

                                       4
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        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.


                [***]*.


                                     [***]*





        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.


                [***]*.


                                     [***]*



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

                                       5
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        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.


                                       6
<PAGE>   78

                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE B


                                 SERVICE LEVELS




<PAGE>   79

                                TABLE OF CONTENTS



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

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

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

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




                                       i
<PAGE>   80

                                   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.


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                3.1.3   [***]*


                                     [***]*



        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 [***]* shall be
                        assigned a value of [***]*


                                     [***]*



                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

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Exchange Commission.


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                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 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 a [***]* 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.


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Exchange Commission.



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                3.4.2   [***]*


                                     [***]*



        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.

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


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                            UNITED KINGDOM AGREEMENT


                                   SCHEDULE C


                              CHARGES AND INVOICING




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                                TABLE OF CONTENTS


<TABLE>

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


2       DEFINITIONS..........................................................................1


3       OVERVIEW.............................................................................3


4       CHARGING METHODOLOGY PRIOR TO THE GUARANTEED MINIMUM SAVINGS DATE....................8


5       CHARGING METHODOLOGY FOLLOWING THE GUARANTEED MINIMUM SAVINGS........................9


6       TRANSITION/TRANSFORMATION COSTS.....................................................14


7       CLIENT SERVICE CENTRE COSTS (CSC)...................................................15


8       AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS............15


9       CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT.....................15


10      IT INVESTMENTS......................................................................15


11      GAIN SHARING........................................................................16


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...........................................................................22


18      EARLY TERMINATION PAYMENT...........................................................22

</TABLE>


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                                   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


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      (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.


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      "% 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.


      "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, Exult's charges shall not:


                      [***]*

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               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, are [***]*


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


        3.4    ESTABLISHING BASELINE COSTS

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               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:


                      o      In-Scope employees.


                      o      Embedded Services HR staff.


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


                       o     Staff whose status is still to be determined.


                       o     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:


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


                             o      Temporary staff required to replace staff
                                    included as Client HR Costs.


                             o      Replacement (either temporary or
                                    full-time) staff to fill vacant positions
                                    for HR personnel initially included as
                                    Client HR Costs



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                             o      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.


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


                             o      Anticipated adjustments agreed by parties.


                      B      Decreases


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


                             o      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.


                             o      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.


                             o      Continuous improvement in the way Embedded
                                    Services are provided such as the
                                    restructuring of functions to consolidate
                                    staff.


                             o      Divestitures.


                             o      Replacement of Embedded Services staff with
                                    less expensive staff.


                             o      Savings related to the harmonisation and
                                    merger of BP and Amoco. Such savings
                                    include, but are not limited to, for
                                    example, the transition to a single payroll
                                    system for the merged company in the
                                    Country.


                             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 [***]* and [***]*
                             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.


               3.4.3  Baseline Validation

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                      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
                             for [***]*

                             (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 completed by the completion date for the
                      Baseline Validation an estimate for the anticipated impact
                      of any remaining merger and harmonisation activity will be


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                      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 [***]* month
                      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 the [***]*


               [***]*


               During Baseline Validation, the parties will reconcile the
               amounts invoiced in relation to each Process and the actual
               [***]* and [***]* 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 [***]* and
                      [***]* 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 [***]* and [***]* 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


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<PAGE>   94

                     difference between the invoice amount and the Baseline
                     Guarantee.

                                   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 the [***]*



        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

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                                  TABLE C-5.1.1

                                                   [***]*


               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 [***]*


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               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


                      Charges based on the average number of Active Serviced
                      Employees include the following functions:


                      [***]*


                      The relevant employee database will be used to track
                      Active Serviced Employees as the master repository for
                      Active Serviced Employee information. When an Active
                      Serviced Employee is added or removed, the relevant
                      employee database will be updated with this information.
                      Charges based on the average number of Active Serviced
                      Employees 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 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


                      If the weighted average actual number of Active Serviced
                      Employees 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 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:


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                      [***]*


               5.1.8  Adjustments to the Charges Based on Direct Usage


                      Should the direct usage count vary from the Resource
                      Volumes [***]*, 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 that [***]* 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
                      [***]*, 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  [***]*


                      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,


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                      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>
<CAPTION>
               -------------------------------------------------------------------------------
                     WORK TYPE          NATURAL        NUMBER      WORK UNIT /     ANNUAL WORK
                                       SIZE UNIT     REQUESTED      SIZE UNIT         UNITS
               -------------------------------------------------------------------------------
               <S>                     <C>           <C>           <C>             <C>
               Regulatory
               -------------------------------------------------------------------------------

               Changes (Small)
               -------------------------------------------------------------------------------

               Regulatory Changes
               (Medium)
               -------------------------------------------------------------------------------

               Regulatory Changes
               (Large)
               -------------------------------------------------------------------------------
</TABLE>

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<TABLE>
<CAPTION>

               <S>                     <C>           <C>           <C>             <C>
               -------------------------------------------------------------------------------
               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    [***]*


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




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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.


                                   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 [***]*


        [***]*


        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

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        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 [***]*
        and [***]* items. Gain sharing can only apply to [***]* once Guaranteed
        Minimum Savings have been realised. The Base Charge and Exult's actual
        costs for [***]* and [***]* 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
        arrangement. [***]*


        11.1   GAIN SHARING METHOD BY CATEGORIES


               To determine the applicable gain share, Exult's Actual Costs for
               [***]* and [***]* items will be subtracted from the applicable
               Base Charge for the preceding 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 for [***]* 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, [***]* gain
               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 [***]* and [***]* is less
                      than the Base Charge for [***]* items, then those savings
                      (Base Charge minus Exult Actual Costs for [***]* and
                      [***]*) 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

                                 TABLE C-11.2.1


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                                     [***]*


        11.3   GAIN SHARING EXAMPLE


               Table C-11.3 below is an example of the gain sharing calculation
               amount and distribution.



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                                     [***]*




        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.


               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

                                     [***]*



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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:


                                  TABLE C-12.1

                                     [***]*

        12.2   OTHER COSTS


               The following costs shall not be included in the Exult Actual
               Cost:


                                  TABLE C-12.2

                                     [***]*


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,
        [***]*


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.


        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 [***]*



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        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 18 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   [***]*

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                                  TABLE C-16.1
                            CONTRACT MINIMUMS EXAMPLE
[***]*

1


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17      INFLATION


        All Base Charges shall be adjusted annually in arrears by a recognised
        index in each Country for [***]*


        For the UK, inflation will be measured by the index of Average Earnings
        shall be used for all non-IT staff and the New Earnings Survey (software
        and consultancy) for IT staff.


        The adjustment for inflation for [***]* and [***]* 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 [***]* and [***]* 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:


               [***]*


               O      Winding Up Assistance Costs; and


               O      Remaining amortisation of Exult's Due Diligence Costs; and


               O      the remaining book value for the Assets as follows:


               O      [***]*


               O      Redeployment costs of staff and equipment (to remove from
                      BPA's sites) that have not been transferred to BPA; and


               O      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:


               O      Winding Up Assistance Costs; and


               O      Remaining amortisation of Exult's Due Diligence Costs; and


               O      The remaining book value for the Assets as follows:


               O      [***]*


               O      Redeployment costs of staff and equipment (to remove from
                      BPA's sites) that



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                      have not been transferred to BPA; and


               O      Remaining obligations for Third Party Contracts including
                      but not limited to outstanding loans and financing costs
                      related to such contracts as follows:


                      [***]*


        18.3   Termination for Cause by BPA shall be calculated as follows:


               O      Winding Up Assistance Costs; and


               O      [***]*


        18.4   Termination for a Key Country (U.S. or U.K.) - the payments for
               the remaining Countries shall be calculated as follows:


               O      Winding Up Assistance Costs; and


               O      Remaining amortisation of Exult's Due Diligence Costs; and


               O      The remaining book value for the Assets as follows:


                      [***]*


               O      Redeployment costs of staff and equipment (to remove from
                      BPA's sites) that have not been transferred to BPA; and


               O      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. The confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE D


                              THIRD PARTY CONTRACTS


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                                   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.


A.      THIRD PARTY CONTRACTS


                                     [***]*



--------

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


                                       1

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE E


                                     ASSETS


<PAGE>   112
                                   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

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE F


                                     SYSTEMS


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                                   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

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE G


                                 TRANSITION PLAN









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                                TABLE OF CONTENTS



<TABLE>
<S>     <C>                                                                           <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..................................................3


7       IN SITU PROCESS TAKE ON.......................................................3


8       LEVERAGED PROCESS TAKE ON.....................................................4


9       UK COUNTRY TRANSITION SCHEDULE................................................6
</TABLE>



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                                   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 [***]*


        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.

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        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:


                a)      [***]*


                b)      [***]*


                c)      [***]*


                d)      [***]*


                e)      [***]*


        5.2     Process-Change Management and Communications Activities


                For each Process that Exult Supplier shall take responsibility
                for in-situ:


                a)      [***]*


                b)      [***]*


                c)      [***]*


                d)      [***]*


                [***]*


                e)      [***]*


                f)      [***]*


--------
* 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>   119

               g)     [***]*


               h)     [***]*


               i)     [***]*


               j)     [***]*


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 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


               [***]*


               a)     [***]*


               b)     [***]*


               c)     [***]*


               d)     [***]*


               e)     [***]*



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

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                f)      [***]*


                g)      [***]*


                h)      [***]*


                i)      [***]*


        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
                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



--------
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Exchange Commission.

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                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, 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.


        8.5     Transfer of Responsibility


                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


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

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                Conduct post implementation review and document lessons learned
                for incorporation in subsequent planning efforts. Implement any
                required remediation.


9       UK COUNTRY TRANSITION SCHEDULE


        See attached Gant Chart



                                       6
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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE H


                                    PROJECTS




<PAGE>   124

                                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>



                                       i
<PAGE>   125

                                   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 within [***]* 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


                -       Scope of work


                -       Service Level Impact


                -       Impact Analysis including priority


                -       Deliverables [as applicable]


                -       Acceptance criteria, timeframe & process [as applicable]


                -       Project Timetable (including start and end dates,
                        activity duration and critical dependencies

----------

* 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

                -       Responsibilities


                -       Staffing (implementation and ongoing)


                -       Assumptions


                -       Charges and Payment Terms


                -       Project Manager Contacts


                -       Other Terms and Conditions [to detail variations and/or
                        additions to the Country Agreement Clauses and/or
                        Schedules applicable in relation to the Project].



                                       2

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE I


                                    EMPLOYEES








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                                TABLE OF CONTENTS


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


2    KEY EMPLOYEES........................................................................1


3    EMPLOYEES TO BE TRANSFERRED FROM THE CLIENT TO EXULT SUPPLIER........................2
</TABLE>



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                                   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:


        -       BPA Global Project Leader


        -       BPA Regional Project Leader for the UK/Europe


        -       BPA Regional Project Leader for North America


        -       Chemical Stream Lead


        -       Down Stream Lead


        -       Up Stream Lead


        -       Gas Stream Lead (To be added at a later date)


        Key Employees for Exult Supplier:


        -       Exult Global Project Leader


        -       Exult Regional Project Leader for the UK/Europe


        -       Exult Regional Project Leader for North America


        -       UK/Europe Transition Lead


        -       North America Transition Lead


        -       IT Lead




        For each of the Client and Exult Supplier the responsibilities for the
        Key Employees shall include the following:


        -       Regional and Global Project Leaders: [***]*


        -       Stream Leads: [***]*


        -       Transition/Service Delivery Leads: [***]*


        -       IT Lead: [***]*



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        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 a minimum of 4 weeks notice
        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>


--------
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redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE J


                         EMPLOYEE TRANSFER ARRANGEMENTS




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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                          <C>
1       DEFINITIONS..........................................................................1

2       TRANSFER PROVISIONS..................................................................2

3       INDEMNITIES..........................................................................3

4       EMPLOYEE RECORDS.....................................................................3

5       TRANSITION AND SEVERANCE PAYMENTS....................................................4

6       OFFER OF EMPLOYMENT..................................................................5

7       PENSIONS.............................................................................5

8       ASSIGNMENT...........................................................................5

9       SECONDMENT...........................................................................8

10      EMPLOYEE INFORMATION.................................................................8

11      EMPLOYMENT PROVISIONS ON TERMINATION.................................................9
</TABLE>




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                                   SCHEDULE J


                         EMPLOYEE TRANSFER ARRANGEMENTS


1       DEFINITIONS


        In this Schedule:


        "AFFECTED EMPLOYEE " means any employee employed wholly or mainly in
        providing one or more of the services similar to the Services in the UK
        immediately before the Commencement Date or who would have been so
        employed had his employment not been terminated for a reason connected
        with this Agreement;


        "APPROPRIATE AFFILIATE" means any BPA Affiliate which employs an
        Affected, Assigned or Relevant Employee immediately before either his
        Transition Date or any termination of his employment with that BPA
        Affiliate;


        "ASSIGNED EMPLOYEE" means an Affected Employee who has, before the first
        Transition Date occurring in relation to the part of the Services in
        which the Affected Employee is employed, notified the Appropriate
        Affiliate in writing that he objects to transfer to the employment of
        Exult Supplier pursuant to the Transfer Provisions, but who agrees to be
        seconded to Exult Supplier.


        "RELEVANT EMPLOYEE" means an Affected Employee employed by the Client or
        Appropriate Affiliate immediately before the first Transition Date
        occurring in relation to the part of the Services in which the Affected
        Employee is employed but excludes any Assigned Employee;


        "RELEVANT EMPLOYER" means the employer of a Returning Employee;


        "RETURNING EMPLOYEES" means an employee employed wholly or mainly in
        providing one or more of the Services immediately before the Transfer
        Date;


        "SEVERANCE PAYMENT" means a sum [***]*


        "STAFF COSTS" means any and all compensation, damages, interest,
        reasonable legal costs, penalties, fines or other liabilities
        whatsoever, arising from any claim by one or more Affected Employees,
        the Inland Revenue or Customs and Excise in relation to any employment
        contract, employment relationship or collective agreement including
        without limitation any claim for a Severance Payment or Transition
        Payment and any other claim whatsoever in contract or tort or under the
        Employment Rights Act 1996, the Equal Pay Act 1970, the Equal Pay
        (Amendment) Regulations 1983, the Sex Discrimination Act 1975, the Race
        Discrimination Act 1976, the Disability Discrimination Act 1995, the
        Trade Union and Labour Relations (Consolidation) Act 1992, the Working
        Time Regulations 1998, the Human Rights Act 1998, the Transfer
        Provisions and any provision of the Treaty of Rome or other provision of
        EC Law,


        "TRANSFER DATE" means 23.59 local time on the date when this Agreement
        expires or terminates;


        "TRANSFER PROVISIONS" means the Transfer of Undertakings (Protection of
        Employment) Regulation 1981, as amended;

----------

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redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.


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        "TRANSFEREE" means the Client and/or the Successor Operator;


        "TRANSFERRED EMPLOYEE" means a Relevant Employee who transfers to the
        employment of Exult Supplier on the relevant Transition Date pursuant to
        Section 2.1 of this Schedule and pursuant to an individual transition
        plan to be documented and agreed between Exult Supplier and the
        Appropriate Affiliate;


        "TRANSITION DATE" means the date on which an Affected Employee becomes
        an employee of Exult Supplier pursuant to an individual transition plan
        to be agreed and documented between Exult Supplier and the Appropriate
        Affiliate;


        "TRANSITION PAYMENT" means [***]*


        "TRANSITION PAYMENT DATE" means the date which is six months after
        Transition Date.


2       TRANSFER PROVISIONS


        2.1     It is the Parties' intention that the Transfer Provisions apply
                to the outsourcing of each part of the Services at the point at
                which Exult Supplier assumes responsibility for providing the
                part of the Services concerned and that shall be the "time of
                transfer" under the Transfer Provisions and also that the
                contract of employment or the employment relationship of each
                Relevant Employee shall have effect on and from the Transition
                Date as if originally made between the Relevant Employee and
                Exult Supplier save insofar as that contract or relationship
                relates to any occupational pension scheme where the Transfer
                Provisions exclude any such scheme from their scope.


        2.2     The Client shall, and shall procure that the Appropriate
                Affiliate shall, be responsible for all wages, salaries,
                emoluments, taxation and national insurance contributions
                payable in the ordinary course of business in respect of the
                Relevant Employees and will discharge all such obligations in
                respect of the Relevant Employees up to the Transition Date.
                Subject to Sections 3.3 and 5.6 Exult Supplier shall be
                responsible for and will discharge all such obligations in
                respect of the Transferred Employees thereafter.


        2.3     In accordance with its obligations under the Transfer
                Provisions, Exult Supplier shall provide the Client in writing
                with such information and at such time as will enable each
                Appropriate Affiliate to carry out its obligations to inform and
                consult under the Transfer Provisions.


        2.4     The Client shall, and shall procure that the Appropriate
                Affiliates shall, provide information to, and consult with, the
                appropriate representatives (as defined in the Transfer
                Provisions) of the Affected Employees in accordance with its
                obligations under the Transfer Provisions.


        2.5     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 Commencement Date without consultation with
                Exult Supplier.

----------

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


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3       INDEMNITIES


        3.1     Subject to Sections 2.2 and 8.5.3, the Client will, and will
                procure that each Appropriate Affiliate will, indemnify, keep
                indemnified and reimburse Exult Supplier against any Staff Costs
                (other than any Staff Costs resulting from an act or deliberate
                failure to act by Exult Supplier in its dealings with an
                Affected Employee) incurred by Exult Supplier relating to the
                period before the relevant Transition Date, irrespective of when
                such claim is made, and any Staff Costs incurred by Exult
                Supplier which arise out of or are connected with any act or
                omission by the Appropriate Affiliate having its origin before
                the relevant Transition Date.


        3.2     Subject to Sections 3.1 and 5 Exult Supplier will indemnify the
                Client and keep the Client indemnified, for itself and as
                trustee for each Appropriate Affiliate, against:


                3.2.1   any Staff Costs which relate to, arise out of or are
                        connected with any act or omission by Exult Supplier
                        having its origin on or after the relevant Transition
                        Date and which the Appropriate Affiliate incurs pursuant
                        to the Transfer Provisions; and


                3.2.2   any Staff Costs which relate to or arise out of any act
                        or omission by Exult Supplier prior to the relevant
                        Transition Date which the Appropriate Affiliate incurs
                        by virtue of Regulation 5(5) of the Transfer Provisions
                        and/or Article 4(2) of Council Directive 77/187 EEC.


        3.3     The Client will reimburse Exult Supplier (or where applicable,
                the Exult Supplier will reimburse the Client) in respect of
                accrued (or used) holiday pay entitlements and accrued holiday
                entitlements and/or loans of the Relevant Employees as at the
                relevant Transition Date against invoices in accordance with the
                arrangements set out in Schedule C.


        3.4     To the extent permitted by law, neither party shall bring any
                claims against the other for any negligent acts or omissions of
                Assigned Employees.


4       EMPLOYEE RECORDS


        4.1     As soon as reasonably practicable after the relevant Transition
                Date, the Client shall procure that the Appropriate Affiliates,
                subject to any restrictions imposed by law, will:


                4.1.1   deliver to Exult Supplier copies of all personnel and
                        other records (excluding health records) relating to the
                        employment by the Client or Appropriate Affiliate of any
                        Transferred Employee to Exult Supplier or, where such
                        records are held in any electronic or electromagnetic
                        form (including databases stored on computer tapes or
                        discs), paper copies of those records; and


                4.1.2   deliver to Exult Supplier's medical officer or other
                        medically qualified doctor notified by Exult Supplier to
                        the Client copies of all records, documents and
                        information connected directly or indirectly with the
                        health of such Transferred Employees.


        4.2     Exult Supplier shall maintain comprehensive, accurate and up to
                date employee records in relation to the Employees.


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5       TRANSITION AND SEVERANCE PAYMENTS


        5.1     A Transferred Employee will receive a Transition Payment from
                Exult Supplier provided that he is employed by Exult Supplier on
                the Transition Payment Date. Subject to Section 5.2 Transition
                Payments will be paid via payroll [***]*


        5.2     A Transferred Employee who, by reason of redundancy, is not
                employed by Exult Supplier on the Transition Payment Date shall
                receive a Transition Payment from Exult Supplier [***]* Such
                employee will also receive a Severance Payment from Exult
                Supplier, [***]*


        5.3     A Transferred Employee whose contract of employment is
                terminated by Exult Supplier on or after the Transition Payment
                Date by reason of redundancy, will receive a Severance Payment
                from Exult Supplier, the [***]*


        5.4     An Assigned Employee will receive a Transition Payment from
                Exult Supplier in the month in which the Transition Payment Date
                occurs, provided he remains seconded to Exult Supplier for the
                period of the Assignment and is offered and accepts a job with
                Exult Supplier at the end of the Assignment and is employed by
                Exult Supplier on the Transition Payment Date.


        5.5     An Assigned Employee will receive a Severance Payment, [***]*


                5.5.1   from Exult Supplier if during or at the end of the
                        Assignment he is offered and accepts employment with
                        Exult Supplier and his contract of employment with Exult
                        Supplier is subsequently terminated by Exult Supplier by
                        reason of redundancy provided always that he has not
                        previously received a Severance Payment from the Client
                        or Appropriate Affiliate in respect of the same period
                        of service; or


                5.5.2   from the Appropriate Affiliate if before the end of the
                        Assignment his employment is terminated by the
                        Appropriate Affiliate by reason of redundancy and he has
                        not unreasonably refused an offer of a suitable
                        alternative job with a BPA Affiliate; or


                5.5.3   from the Appropriate Affiliate provided he remains
                        seconded to Exult Supplier for the period of the
                        Assignment and at the end of the Assignment is either
                        not offered a job by Exult Supplier or is offered but
                        does not accept a job with Exult Supplier and in either
                        case has not unreasonably refused an offer of a suitable
                        alternative job with a BPA Affiliate.


        5.6     The Client will, and will procure that each Appropriate
                Affiliate will, indemnify, keep indemnified, and reimburse Exult
                Supplier, within [***]* of a request to do so or earlier if the
                payment arrangements in Schedule C permit and on production of
                documents endorsing the amount of the payment incurred, in
                respect of any claim by an Affected Employee in relation to a
                Severance or Transition Payment [***]*


        5.7     Exult Supplier and the Client or Appropriate Affiliate will
                agree appropriate communications to Affected Employees in
                connection 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.


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6       OFFER OF EMPLOYMENT


        During or on termination of an Assignment, Exult Supplier may offer to
        employ an Assigned Employee. Such offer shall be in writing and will be
        to employ an Assigned Employee on the same contractual terms upon which
        he was employed at the date of the Offer (save in so far as those terms
        relate to an occupational pension scheme) and Exult Supplier shall treat
        such employee's continuous period of service with the Appropriate
        Affiliate as continuous with Exult Supplier (the "OFFER").


7       PENSIONS

        7.1     The Client shall, and shall procure that each Appropriate
                Affiliate shall, perform and discharge its or their obligations
                in relation to any occupational pension scheme of the Client or
                Appropriate Affiliate and of which any Affected Employee is a
                member, including without limitation its or their obligations to
                make employer's contributions and to ensure that the
                consequences of the cessation of any such Affected Employee's
                employment shall be administered in accordance with the rules of
                such scheme and shall indemnify Exult and keep Exult against any
                losses, costs (including reasonable legal costs), penalties,
                fines or other expenditure incurred by Exult as a result of the
                Client or Appropriate Affiliate failing so to discharge.

        7.2     The parties will within [***]* of the Commencement Date of the
                Agreement agree(by a side letter) in respect of any proposed
                Transferred Employee and employees who accept employment with
                Exult Supplier pursuant to Section 6:

                7.2.1   [***]*

                7.2.2   [***]*

                7.2.3   [***]*


8       ASSIGNMENT


        The Client and/or the Appropriate Affiliate will second its or their
        Assigned Employees to Exult Supplier on the following terms.


        8.1     DURATION


                Subject to Section 8.6 the Client and/or Appropriate Affiliate
                will second the Assigned Employees to Exult Supplier to perform
                the Services [***]* or such other period agreed between Exult
                Supplier, the Client and the Assigned Employee (the
                "ASSIGNMENT").


        8.2     CONTINUING EMPLOYMENT BY THE CLIENT/APPROPRIATE AFFILIATE


                8.2.1   During the Assignment the Assigned Employees will remain
                        employed by the Client or the Appropriate Affiliate and
                        will be assigned to Exult Supplier on their terms
                        immediately prior to the start of the Assignment as
                        amended from time to

----------

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


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                        time provided always that such amendments shall be
                        notified to Exult Supplier in good time for Exult
                        Supplier to comply with its obligations in Section 8.4.


                8.2.2   During the term of the Assignment, Assigned Employees
                        will observe their terms of employment as if Exult
                        Supplier were the actual employer in all respects other
                        than matters relating to the termination of the Assigned
                        Employee's employment by the Client or Appropriate
                        Affiliate.


                8.2.3   The Client will reimburse Exult Supplier (or where
                        applicable, Exult Supplier will reimburse the Client) in
                        respect of accrued (or used) holiday pay entitlements
                        and accrued holiday pay entitlements of the Assigned
                        Employees as at the relevant transfer date.


        8.3     DUTIES OF THE CLIENT OR AN APPROPRIATE AFFILIATE


                8.3.1   The Client or the Appropriate Affiliate will pay the
                        Assigned Employees' salary and provide all contractual
                        and other benefits during the Assignment.


                8.3.2   The Client or the Appropriate Affiliate will be
                        responsible for making appropriate tax and national
                        insurance deductions from the Assigned Employees'
                        remuneration.


                8.3.3   The Client or Appropriate Affiliate shall be responsible
                        for confirming the arrangements set out in Section 8 in
                        writing to the Assigned Employee.


                8.3.4   Prior to the commencement of any Assignment and in good
                        time for Exult Supplier to comply with its obligations
                        under Section 8.4 the Client or Appropriate Affiliate
                        shall deliver to Exult Supplier copies of the terms of
                        employment of any Assigned Employee.


        8.4     DUTIES OF EXULT SUPPLIER


                8.4.1   Subject to Section 8.7 Exult Supplier will observe the
                        Assigned Employees' terms of employment as if it were
                        the actual employer in all respects other than in
                        matters relating to the termination of the Assigned
                        Employee's employment with the Client or Appropriate
                        Affiliate.


                8.4.2   Exult Supplier will maintain a record of each Assigned
                        Employee's sickness absence and will notify the Client
                        or the Appropriate Affiliate of such absence and provide
                        a copy of such records to the Client or the Appropriate
                        Affiliate at its request.


        8.5     PAYMENT FOR SERVICES


                8.5.1   As soon as practicable after the Commencement Date and
                        in any event prior to the commencement of the first
                        Assignment occurring in relation to the part of the
                        Services in which an Assigned Employee works, the Client
                        shall and shall procure that any Appropriate Affiliate
                        shall provide Exult Supplier with details of the costs
                        incurred by the Appropriate Affiliate of employing
                        Assigned Employees on a monthly basis.


                8.5.2   The Client shall not and shall procure that no
                        Appropriate Affiliate shall increase those costs other
                        than in the ordinary course of business.


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                8.5.3   The Client shall advise Exult Supplier of the costs
                        incurred by the Appropriate Affiliates of employing the
                        Assigned Employees on a monthly basis, [***]*


        8.6     EARLY TERMINATION


                8.6.1   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
                                employment summarily; or


                        (ii)    the Assigned Employee is guilty of dishonesty or
                                is convicted of an offence (other than a
                                motoring offence which does not result in
                                imprisonment) whether in connection with the
                                Assignment or not.


                8.6.2   Exult Supplier may terminate any Assigned Employee's
                        Assignment at any time on giving two week's written
                        notice to the Appropriate Affiliate, provided that in
                        this case only Exult Supplier's obligation to deduct
                        from charges invoiced to the Client the costs of
                        employing such an Assigned Employee incurred by an
                        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.


                8.6.3   An Assignment will automatically terminate on the
                        termination of the Assigned Employee's employment with
                        the Appropriate Affiliate.


        8.7     DISCIPLINARY MATTERS


                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 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.


        8.8     HEALTH AND SAFETY


                Exult Supplier will comply with its health and safety
                obligations in relation to the Assigned Employees. 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 Assigned Employee in order to fulfil such
                obligations.


        8.9     INTELLECTUAL PROPERTY


                During the Assignment any invention, design, copyright or other
                intellectual property made by any of the Assigned Employees,
                [***]*

----------

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


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9       SECONDMENT


        9.1     In addition to the Assigned Employees, the Client may second to
                Exult Supplier one employee of its choice in [***]* or above
                (the "SECONDED EMPLOYEE") per 5000 employees in respect of whom
                Exult Supplier is providing Services to perform the Services
                [***]* (the "SECONDMENT").


        9.2     The Secondment shall be on the terms set out in Section 8 other
                than sub Sections 8.1, 8.5, and 8.6.2 substituting Seconded
                Employee for Assigned Employee in that section and references to
                Appropriate Affiliate being understood to be references to the
                employer of the Seconded Employee. For the avoidance of doubt
                Exult Supplier shall not be required to pay the Appropriate
                Affiliate for the services of the Seconded Employee.


10      EMPLOYEE INFORMATION


        Two months before the expiry 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 (and will
        procure any other employer will provide) to the Client the following
        information in relation to all employees who are employed wholly or
        mainly in providing the Services ("CURRENT EMPLOYEES"):


        10.1    the total number of the Current Employees (including those on
                maternity leave or other long-term leave of absence and who have
                a statutory or contractual right to return to work);


        10.2    the name, sex, date of commencement of employment, period of
                continuous employment, notice period, location, salary and other
                contractual or non-contractual benefits including any bonus
                entitlement, grade and age of each Current Employee;


        10.3    the complete terms of the contract of employment for each
                Current Employee entitled to a salary at a rate in excess of
                [***]*

        10.4    a copy of each proforma contract of employment and other
                contractual documentation for employees entitled to a salary at
                a rate of [***]* or less and the complete terms of the contracts
                of employment of any Current Employee not employed under a
                proforma contract of employment;


        10.5    details of dismissals or terminations of employment within the
                previous 12 months of any person who during that period was
                involved in the provision of the Services; and


        10.6    details of all agreements and arrangements entered into in
                relation to the Current Employees with any trade union or
                association of trade unions, works council, staff association or
                other similar organisation or body of employees.


11      EMPLOYMENT PROVISIONS ON TERMINATION


        11.1    On termination or expiry of this Agreement it is the intention
                of the parties that the Transfer Provisions will apply. If the
                Transfer Provisions have effect the following provisions shall
                apply in connection with such transfer:

----------

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


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                11.1.1  the contract of employment of each Returning Employee
                        (save insofar as that contract relates to any
                        occupational pension scheme where the Transfer
                        Provisions exclude any such scheme from their scope)
                        shall be transferred to the Transferee with effect from
                        the Transfer Date which shall be the `time of transfer'
                        under the Transfer Provisions;


                11.1.2  Exult Supplier shall, and shall procure that each
                        Relevant Employer shall, perform and discharge its or
                        their obligations in respect of all the Returning
                        Employees for its or their own account up to and
                        including the Transfer Date including, without
                        limitation, discharging all wages, salaries and
                        emoluments of the Returning Employees or employer's
                        contributions to any relevant occupational pension
                        scheme and all other costs and expenses related to their
                        employment (including, without limitation, any taxation,
                        national insurance contributions, accrued holiday pay,
                        accrued bonus, commission or other sums payable in
                        respect of service prior to the Transfer Date) and shall
                        indemnify the Transferee and keep the Transferee
                        indemnified against any Staff Costs (substituting
                        Returning Employees for Affected Employees in that
                        definition and indemnified subject to Sections 5 and
                        3.1) which the Transferee incurs arising from Exult
                        Supplier's or the Relevant Employer's failure so to
                        discharge; the Client or Appropriate Affiliate shall and
                        shall procure that the Successor Operator shall
                        discharge all responsibilities and obligations in
                        respect of the Returning Employees thereafter;


                11.1.3  Exult Supplier shall, and shall procure that each
                        Relevant Employer, shall indemnify the Transferee and
                        keep the Transferee indemnified against all Staff Costs
                        (substituting Returning Employees for Affected Employees
                        in that definition and subject to Sections 5 and 3.1)
                        which relate to or arise out of any act or omission by
                        Exult Supplier or a Relevant Employer or any other event
                        or occurrence prior to the Transfer Date and which the
                        Transferee incurs in relation to any contract of
                        employment, employment relationship or collective
                        agreement concerning one or more of the Returning
                        Employees pursuant to the Transfer Provisions;


                11.1.4  The Client will and will procure that the Appropriate
                        Affiliate or Successor Operator will indemnify and keep
                        Exult Supplier indemnified against :


                        (i)     any Staff Costs (substituting Returning
                                Employees for Affected Employees in that
                                definition and subject to Sections 5 and 3.1)
                                which relate to or arise out of any act or
                                omission by the Client, Appropriate Affiliate or
                                Successor Operator, having its origin on or
                                after the Transfer Date and which Exult Supplier
                                incurs pursuant to the Transfer Provisions; and


                        (ii)    any Staff Costs (substituting Returning
                                Employees for Affected Employees in that
                                definition) which relate to or arise out of any
                                act or omission by the Client, Appropriate
                                Affiliate or Successor Operator prior to the
                                Transfer Date which Exult Supplier incurs by
                                virtue of Regulation 5(5) of the Transfer
                                Provisions and/or Article 4(2) of Council
                                Directive 77/187 EEC.


                11.1.5  Exult Supplier shall, and shall procure that each
                        Relevant Employer, shall indemnify the Transferee and
                        keep the Transferee indemnified against all Staff Costs
                        (substituting Returning Employees for Affected Employees
                        in that definition and subject to Sections 5 and 3.1)
                        which relate to or arise out of any dismissal
                        (including, without limitation, constructive dismissal)
                        by Exult Supplier or a Relevant Employer of any employee
                        (not being a Returning Employee) which the Transferee
                        incurs pursuant to the Transfer Provisions.


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        11.2    If the contract of employment of an employee transfers to the
                Transferee pursuant to the Transfer Provisions on a date other
                than the Transfer Date (but after the date of this Agreement)
                the provisions of Sections 10 and 11.1 above shall apply with
                the substitution of the date of actual transfer for the Transfer
                Date and references to the termination or expiry of the
                Agreement and the definitions used in those sections shall be
                amended by the same substitution. In respect of Section 10,
                Exult Supplier will supply the information listed in that
                section within a reasonable period (being no more than 10
                working days, of a request for it from the Client).


        11.3    If in the Client's reasonable opinion the Transfer Provisions
                will not apply to transfer the contract of employment of a
                Returning Employee on the Transfer Date, the Client or a
                Successor Operator may, at its absolute discretion, offer to
                employ one or more of the Returning Employees after the Transfer
                Date. The Relevant Employer will not discourage Returning
                Employees from accepting such an offer.


        11.4    In respect of each Returning Employee who transfers to the
                Transferee pursuant to Section 11.1.1 above, the Exult Supplier
                shall, and shall procure that each Relevant Employer shall,
                provide such employee's employment records and medical records
                to the Successor Operator in accordance with the terms of
                Section 4 with the necessary changes.


        11.5    In Section 11 the undertakings and indemnities given by Exult
                Supplier or procured by Exult Supplier to be given by a Relevant
                Employer to the Transferee shall be given to the Client for
                itself and as trustee for the Successor Operator.


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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE L


                            CHANGE CONTROL MANAGEMENT






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                                TABLE OF CONTENTS

<TABLE>
<S>  <C>                                                                 <C>
1    CHANGE REQUESTS..................................................   1

2    CLASSIFICATION OF THE CHANGE REQUEST.............................   1

3    EVALUATION OF THE PROPOSED CHANGE................................   1

4    IMPACT ANALYSIS..................................................   3

5    APPROVAL.........................................................   4

6    REPORTING........................................................   4
</TABLE>



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                                   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.


3       EVALUATION OF THE PROPOSED CHANGE


        The Proposed Change shall be evaluated, by classification, as described
        below:



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        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.


        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



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                      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;



--------

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



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               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.


        Exult Supplier shall, in good faith, endeavour to complete the impact
        analysis and propose fair a price to the Client for the implementation
        of the Proposed Change. In the event that Exult Supplier chooses not to
        quote a price for the Proposed Change, the Client may submit the request
        to another supplier.


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.



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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS


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                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS


This schedule sets forth those subcontractors that have been approved by BPA.


                                     [***]*


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


                                       1


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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE O


                            BPA POLICIES AND CONTROLS







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                                   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. The confidential
redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE P


                         GLOBAL GOVERNANCE ARRANGEMENTS


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                                TABLE OF CONTENTS


<TABLE>
<S>                                                           <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>


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                                   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;


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                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;


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                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.


                4.2.1   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:


                4.2.2   reviewing the overall performance of the parties'
                        respective Affiliates under the relevant Country
                        Agreement;


                4.2.3   interpretation of the Agreement;


                4.2.4   ensuring efficient flow of documentation under the
                        Agreement;


                4.2.5   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;


                4.2.6   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;


                4.2.7   submitting issues concerning the relationship between
                        the parties to the Regional Steering Committee for its
                        guidance and recommendations;


                4.2.8   submit [monthly/regular] performance review reports to
                        the Regional Governance Panel;


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                4.2.9   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;


                4.2.10  identifying and referring matters outside the Country
                        Representative authority to the Regional Governance
                        Panel; and


                4.2.11  identifying issues which may have an impact outside the
                        relevant Country and referring these to the Regional
                        Governance Panel for their attention.


        4.3     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


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                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


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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

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE Q


                                 DATA PROTECTION








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                                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>



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                                   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



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        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



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                                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



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                                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
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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
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                       UNITED KINGDOM AGREEMENT PRO FORMA


                                   SCHEDULE R


                          BPA PARTICIPATING AFFILIATES





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                                   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.


--------------------------------------------------------------------------------
  COMPANY               COUNTRY PARENT IF NOT THE        REGISTERED OFFICE OR
                                  CLIENT                PRINCIPAL OR PLACE OF
                                                               BUSINESS
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       1

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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE T


                             PROCESS LINE POPULATION





                                       1
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                                   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                                      E/U
                                     Training  Development   Strategy  Relations  Admin   HRIS   Benefits  Compensation   Relations
<S>                      <C>         <C>       <C>           <C>       <C>        <C>     <C>    <C>       <C>            <C>

OIL (COUNTRY)

Retail

CI

MAS

Corporate Functions
</TABLE>




<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL
BUSINESS/OTHER                                                               POPULATION BY PROCESS LINE
                                         Under                E/U       Resourcing/            Performance   Domestic
                            Compliance   Admin   Payroll  Development   Recruiting  Severance  Management    Relocation    HRIT
<S>                         <C>          <C>     <C>      <C>           <C>         <C>        <C>           <C>           <C>

OIL (COUNTRY)

Retail

CI

MAS

Corporate Functions
</TABLE>



                                       1
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<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL            TOTAL
BUSINESS/OTHER           POPULATION                                          POPULATION BY PROCESS LINE
                                               Organisation    HR       Labour    Expat                                      E/U
                                     Training  Development   Strategy  Relations  Admin   HRIS   Benefits  Compensation   Relations
<S>                      <C>         <C>       <C>           <C>       <C>        <C>     <C>    <C>       <C>            <C>

Other

(1) __________________

(2) __________________

OIL (INTERNATIONAL)

Air

Marine

Shipping

Other

(1) __________________

(2) __________________

EXPLORATION
</TABLE>



<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL
BUSINESS/OTHER                                                               POPULATION BY PROCESS LINE
                                         Under                E/U       Resourcing/            Performance   Domestic
                            Compliance   Admin   Payroll  Development   Recruiting  Severance  Management    Relocation    HRIT
<S>                         <C>          <C>     <C>      <C>           <C>         <C>        <C>           <C>           <C>

Other

(1) __________________

(2) __________________

OIL (INTERNATIONAL)

Air

Marine

Shipping

Other

(1) __________________

(2) __________________

EXPLORATION
</TABLE>



                                       2
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<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL            TOTAL
BUSINESS/OTHER           POPULATION                                          POPULATION BY PROCESS LINE
                                               Organisation    HR       Labour    Expat                                      E/U
                                     Training  Development   Strategy  Relations  Admin   HRIS   Benefits  Compensation   Relations
<S>                      <C>         <C>       <C>           <C>       <C>        <C>     <C>    <C>       <C>            <C>

Business Units

(1) __________________

(2) __________________

Corporate Functions

Other

(1) __________________

(2) __________________

CHEMICALS

Business Units

(1) __________________

(2) __________________
</TABLE>



<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL
BUSINESS/OTHER                                                               POPULATION BY PROCESS LINE
                                         Under                E/U       Resourcing/            Performance   Domestic
                            Compliance   Admin   Payroll  Development   Recruiting  Severance  Management    Relocation    HRIT
<S>                         <C>          <C>     <C>      <C>           <C>         <C>        <C>           <C>           <C>

Business Units

(1) __________________

(2) __________________

Corporate Functions

Other

(1) __________________

(2) __________________

CHEMICALS

Business Units

(1) __________________

(2) __________________
</TABLE>



                                       3
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<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL            TOTAL
BUSINESS/OTHER           POPULATION                                          POPULATION BY PROCESS LINE
                                               Organisation    HR       Labour    Expat                                      E/U
                                     Training  Development   Strategy  Relations  Admin   HRIS   Benefits  Compensation   Relations
<S>                      <C>         <C>       <C>           <C>       <C>        <C>     <C>    <C>       <C>            <C>
Corporate Functions

Other

(1) __________________

(2) __________________

SOLAR

Business Units

(1) __________________

(2) __________________

Corporate Functions

Other

(1) __________________
</TABLE>


<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL
BUSINESS/OTHER                                                               POPULATION BY PROCESS LINE
                                         Under                E/U       Resourcing/            Performance   Domestic
                            Compliance   Admin   Payroll  Development   Recruiting  Severance  Management    Relocation    HRIT
<S>                         <C>          <C>     <C>      <C>           <C>         <C>        <C>           <C>           <C>
Corporate Functions

Other

(1) __________________

(2) __________________

SOLAR

Business Units

(1) __________________

(2) __________________

Corporate Functions

Other

(1) __________________
</TABLE>



                                       4
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<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL            TOTAL
BUSINESS/OTHER           POPULATION                                          POPULATION BY PROCESS LINE
                                               Organisation    HR       Labour    Expat                                      E/U
                                     Training  Development   Strategy  Relations  Admin   HRIS   Benefits  Compensation   Relations
<S>                      <C>         <C>       <C>           <C>       <C>        <C>     <C>    <C>       <C>            <C>
(2) __________________

GAS

Business Units

(1) __________________

Corporate Functions

Other

(1) __________________

(2) __________________

OTHER COUNTRY UNITS
 SUPPORTED

(1) __________________
</TABLE>


<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL
BUSINESS/OTHER                                                               POPULATION BY PROCESS LINE
                                         Under                E/U       Resourcing/            Performance   Domestic
                            Compliance   Admin   Payroll  Development   Recruiting  Severance  Management    Relocation    HRIT
<S>                         <C>          <C>     <C>      <C>           <C>         <C>        <C>           <C>           <C>
(2) __________________

GAS

Business Units

(1) __________________

Corporate Functions

Other

(1) __________________

(2) __________________

OTHER COUNTRY UNITS
 SUPPORTED

(1) __________________
</TABLE>



                                       5
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<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL            TOTAL
BUSINESS/OTHER           POPULATION                                          POPULATION BY PROCESS LINE
                                               Organisation    HR       Labour    Expat                                      E/U
                                     Training  Development   Strategy  Relations  Admin   HRIS   Benefits  Compensation   Relations
<S>                      <C>         <C>       <C>           <C>       <C>        <C>     <C>    <C>       <C>            <C>


(2) __________________

OTHER POPULATIONS

(1) EXAMPLE-ANNUITANTS

(2) __________________
</TABLE>




<TABLE>
<CAPTION>
BUSINESS ENTITY/
BUSINESS UNIT/
INTERNATIONAL
BUSINESS/OTHER                                                               POPULATION BY PROCESS LINE
                                         Under                E/U       Resourcing/            Performance   Domestic
                            Compliance   Admin   Payroll  Development   Recruiting  Severance  Management    Relocation    HRIT
<S>                         <C>          <C>     <C>      <C>           <C>         <C>        <C>           <C>           <C>


(2) __________________

OTHER POPULATIONS

(1) EXAMPLE-ANNUITANTS

(2) __________________
</TABLE>


                                       6
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                        UNITED KINGDOM COUNTRY AGREEMENT


                                   SCHEDULE U


                                ESCROW AGREEMENT


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                                TABLE OF CONTENTS


<TABLE>
<S>                                                                      <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


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                                   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


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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


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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


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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
                Sterling 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


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                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


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                                   SCHEDULE 1


                         MATERIAL: TECHNICAL INFORMATION


The source code of the Package known as [                      ]


                                        1


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                                   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.


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                                   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.


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                                   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.


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Signed on behalf of Exult, Inc.


Name:
     ---------------------------------------------------------------------------


Position:                                                 (Authorised Signatory)
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Signed on behalf of BP Amoco plc


Name:
     ---------------------------------------------------------------------------


Position:                                                 (Authorised Signatory)
         --------------------------------------------


Signed on behalf of Escrow Agent


Name:
     ---------------------------------------------------------------------------


Position:                                                 (Authorised Signatory)
         --------------------------------------------


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