<PAGE>   1
                                                                    EXHIBIT 10.8





                             DATED 7 DECEMBER, 1999


                                 BP AMOCO P.L.C.

                                       and

                                   EXULT, INC.




                               FRAMEWORK AGREEMENT








                                   LINKLATERS

                                 One Silk Street
                                 London EC2Y 8HQ

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

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PARTIES


THIS AGREEMENT is made on 7th December, 1999


BETWEEN:


(1)   BP AMOCO P.L.C., a company incorporated under the laws of England and
      Wales, whose principal office is at Britannic House, 1 Finsbury Circus,
      London EC2M 7BA ("BPA"); and


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


WHEREAS:


(A)   BPA and its Affiliates throughout the world currently provide to
      themselves either directly or through third parties certain human
      resources management services. BPA has decided to outsource the provision
      of the Services to Exult. Exult has agreed to provide, or procure that
      certain of its Affiliates provide, the Services to BPA and its Affiliates.


(B)   The parties have agreed, as appropriate, to enter into, or procure that
      certain of their Affiliates enter into Country Agreements in respect of
      the United States of America and the United Kingdom on the date of this
      Agreement. The parties intend that the Services will, in time, extend
      across the world and accordingly have agreed a procedure to allow for the
      extension of the provision of the Services to the other Countries by
      entering into Country Agreements.


(C)   The purpose of this Agreement is to set out the obligations of the parties
      hereto and to provide the framework for establishing future Country
      Agreements for the provision and receipt of the Services to Participating
      Affiliates by Exult Participating Affiliates in the Countries.


(D)   Exult intends to improve the quality and efficiency of human resources
      services provided to BPA in order to achieve cost savings in the provision
      of the Services through the transformation of the Services to Leveraged
      Operations as follows:


      (i)   Automation of relevant transactional processes and employee access
            through the implementation of web-enabled human resources support;


      (ii)  Consolidation and integration of human resources transactional
            processing support into Client Service Centres containing call
            centre technology, fully deployed knowledge base, case management,
            work flow data warehousing, best in class processes and optimised
            customer service;


      (iii) Implementation of best practice human resources processes and
            procedures; and


      (iv)  Rationalisation and integration of third party service providers.


      Exult and BPA will work together during the term of the Agreement to
      identify and implement new web-enabled human resources support services
      additional to those set out above as



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      incremental Projects.

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.


      1.6   In this Agreement references to "procuring" the BPA Affiliates or
            Exult Affiliates to do a certain matter shall mean BPA, in the case
            of BPA Affiliates, and Exult in the case of Exult Affiliates,
            exercising all voting rights applicable to the relevant Affiliate
            which it is capable, directly or indirectly of exercising and
            ensuring that the Affiliate has all necessary funds and "voting
            rights" shall mean such rights exercisable at meetings of
            shareholders and the right to convene any such meetings.


2     STRUCTURE OF FRAMEWORK ARRANGEMENT AND COUNTRY TAKE ON


      2.1   This Agreement sets out the mechanism and procedures through which
            Exult and BPA Affiliates shall conduct Due Diligence Exercises and,
            through which Country Agreements for the provision of the Services
            shall be entered into. In each Country which is to receive the
            Services, the Services shall be provided to BPA and/or the relevant
            BPA Affiliates pursuant to a Country Agreement which will be entered
            into following the procedure set out in this Clause 2.


      2.2   Country Agreements in respect of the United States of America and
            the United Kingdom will be executed on the Commencement Date. The
            General Transition Plan [***]* and it is the intention of the
            parties that [***]* will be the Countries for which the first Due
            Diligence Exercises will be conducted after the Commencement Date.
            It is BPA's intention to confirm [***]* and to give notice to Exult
            in respect of these Countries, in accordance with Clause 2.3, within
            21 days of the Commencement Date.


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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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      2.3   When BPA wishes to receive Services in respect of a Country it shall
            give Exult not less than [***]* notice of a proposed Country
            Commencement Date whereupon:


            2.3.1   Exult shall prepare and submit to BPA a proposed timetable
                    and resource plan for the Due Diligence Exercise in respect
                    of that Country not later than [***]* to enable BPA and the
                    relevant BPA Affiliate to identify the internal resources
                    required and otherwise prepare for the Due Diligence
                    Exercise and the parties shall discuss and agree such
                    timetable and plan; and


            2.3.2   the parties shall commence the Due Diligence Exercise not
                    later than [***]* and shall use reasonable endeavours to
                    complete such Due Diligence Exercise within [***]* in
                    accordance with Clause 4 and the other provisions of this
                    Agreement, including the General Transition Plan.


      2.4   Notwithstanding Clause 2.3, Exult will not be required to undertake
            more than [***]* Due Diligence Exercises at any one time unless
            otherwise agreed by the parties.


      2.5   Subject to Clause 2.8 and 2.10, following the completion of the
            applicable Due Diligence Exercise, if it can be demonstrated that
            Exult will be able to provide the Services at service levels [***]*
            and provide the Guaranteed Minimum Savings and the Exult Return in
            respect of that Country:


            2.5.1   Exult shall or shall procure that one of the Exult
                    Affiliates shall, and BPA shall [***]* to enter into a
                    Country Agreement in relation to that Country, [***]* and


            2.5.2   if notwithstanding Clause 2.5.1, such BPA Affiliate does not
                    enter into a Country Agreement in relation to that Country,
                    BPA shall not, and shall procure that its Affiliates shall
                    not, for a period of [***]* enter into an agreement with any
                    third party for the provision of all or any of the Services
                    in that Country without the consent of Exult, except that
                    the relevant BPA Affiliates shall have the right to extend
                    the term of third party contracts relating to the provision
                    of services similar to the Services which were in existence
                    at the date of completion of the relevant Due Diligence
                    Exercise and to recontract services under those third party
                    contracts to other third parties.


      2.6   Where it can be demonstrated that Exult will be able to provide the
            Services at service levels [***]* and provide the Guaranteed Minimum
            Savings in accordance with Clause 2.5, but the Exult Return cannot
            be demonstrated, Exult may, in its absolute discretion, notify BPA
            that it elects to proceed based on a reduced Exult Return and in
            such circumstances the provisions of Clauses 2.5.1 and 2.5.2 shall
            apply.


      2.7   Following the completion of the Due Diligence Exercise for each
            Country, if it cannot be demonstrated that Exult will be able to
            provide the Services at service levels [***]* and provide the
            Guaranteed Minimum Savings and the Exult Return in respect of that
            Country, then the parties shall negotiate in good faith to seek to
            identify mutually


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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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            acceptable terms on which to enter into a Country Agreement for the
            relevant Country, provided that:


            2.7.1   if BPA is willing to accept a reduction in the Guaranteed
                    Minimum Savings in respect of the relevant Country, such
                    that Exult will earn the Exult Return, then Exult shall or
                    shall procure that one of the Exult Affiliates shall and BPA
                    shall use reasonable endeavours to persuade the relevant BPA
                    Affiliate to enter into a Country Agreement in relation to
                    the relevant Country;


            2.7.2   if it can be demonstrated in respect of a Group of Countries
                    either that Exult can achieve [***]* in respect of such a
                    Group of Countries, including the relevant Country, or that
                    the Exult Return can be achieved in respect of each of (i)
                    the relevant Country and (ii) the other Countries in the
                    Group of Countries, then, subject to Clause 2.7.3, Exult
                    shall, or shall procure that one of the Exult Affiliates
                    shall enter into a Country Agreement in relation to the
                    relevant Country and each of the other Countries in the
                    Group of Countries for which there is no Country Agreement
                    in place, and BPA shall [***]* to enter into a Country
                    Agreement in relation to the relevant Country and each of
                    the other Countries in the Group of Countries for which
                    there is no Country Agreement in place;


            2.7.3   the parties agree that the obligations to enter into, and to
                    procure or persuade Affiliates to enter into, Country
                    Agreements for each Country under Clause 2.7.2 are
                    conditional upon Country Agreements being entered into for
                    each of the other Countries in the relevant Group of
                    Countries for which there is no Country Agreement in place;


            2.7.4   in the absence of the parties entering a Country Agreement
                    within [***]*, BPA and its Affiliates shall be free to
                    engage a third party in respect of the provision of the
                    Services in that Country or to provide such Services from
                    within BPA or from a BPA Affiliate, provided that [***]*;
                    and


            2.7.5   in the event that Exult disputes whether a proposal made by
                    a third party complies with the requirements of Clause
                    2.7.4, BPA may give notice to Exult to refer the matter to
                    be determined by an Expert appointed pursuant to Clause
                    24.2. The costs of such Expert shall be borne by BPA.


      2.8   If at any time the [***]*


            2.8.1   Exult shall prepare and submit to the Global Governance
                    Panel within [***]* a report identifying the likely causes
                    for the lack of success and proposals for remedy;


            2.8.2   the Global Governance Panel shall consider the Exult report
                    together with any


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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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                    comments thereon from BPA and seek to [***]*; including, if
                    appropriate, a different basis for [***]*;


            2.8.3   in the event that the Global Governance Panel shall consider
                    the Exult report together with any comments thereon from BPA
                    and seek to [***]*, including, if appropriate, a different
                    basis for [***]*; and


            2.8.4   in the event that the Global Governance Panel fails to reach
                    such agreement within [***]*, BPA shall [***]*


      2.9   Subject to Clause 2.8, in the event that BPA provides Exult with
            notice under Clause 2.3 in respect of any Country after [***]*, then
            at the end of the Due Diligence Exercise for that Country the
            parties shall negotiate in good faith and cooperate to seek to agree
            mutually acceptable terms on which to enter a Country Agreement for
            that Country, provided that:


            2.9.1   Exult shall be under no obligation to provide the Guaranteed
                    Minimum Savings in respect of that Country;


            2.9.2   if BPA is willing to accept a reduction in the Guaranteed
                    Minimum Savings in respect of that Country, such that Exult
                    will earn the Exult Return, then Exult shall or shall
                    procure that one of the Exult Affiliates shall and BPA shall
                    [***]* to enter into a Country Agreement in relation to that
                    Country;


            2.9.3   in the absence of the parties entering into a Country
                    Agreement within [***]* BPA and its Affiliates shall be free
                    to engage a third party in respect of the provision of the
                    Services in that Country or to provide such Services from
                    within BPA or from a BPA Affiliate, provided that [***]* and


            2.9.4   in the event that Exult disputes whether a proposal made by
                    a third party complies with the requirements of Clause
                    2.9.3, BPA may give notice to Exult to refer the matter to
                    be determined by an Expert appointed pursuant to Clause
                    24.2. The costs of such Expert shall be borne by BPA.


      2.10  For the purposes of Clauses 2.5, 2.6, 2.7, 2.8 and 2.9, the Exult
            Return and ROC shall include the Additional Amount set out in Clause
            11.2.5(iii) of the Pro Forma Country Agreement:


      2.11  Each Country Agreement shall be in the form of the Pro Forma Country
            Agreement except as varied by or as necessary to accommodate the
            relevant applicable laws of each Country, or as necessary to be
            consistent with the Due Diligence Report.


3     TERM


      3.1   This Agreement shall take effect on the Commencement Date and,
            subject to the


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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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            provisions of Clauses 11 (Termination) and 12 (Consequences of
            Termination), shall expire on the Expiry Date.


      3.2   Each Country Agreement shall take effect on the Country Commencement
            Date for that agreement and, subject to the earlier termination of
            this Agreement or that Country Agreement in accordance with its
            terms, expire on the Expiry Date.


4     DUE DILIGENCE


      4.1   Following receipt by Exult of a notice from BPA in accordance with
            Clause 2.3 the parties shall carry out the Due Diligence Exercise in
            respect of the relevant Country or Group of Countries in accordance
            with the due diligence process set out in Part 1 of Schedule G
            (Transition Plan). The parties agree to procure the co-operation of
            their respective Affiliates in respect of the Due Diligence
            Exercise.


      4.2   Exult shall prepare and deliver to the relevant Regional Governance
            Panel a draft Due Diligence Report on completion of the Due
            Diligence Exercise for agreement by the Regional Governance Panel.


      4.3   The purpose of the Due Diligence Exercise is to inter alia identify
            and record in the Due Diligence Report the Client HR Costs in a
            Country and to validate the description of the Services and the
            Service Levels as set out in the Pro Forma Country Agreement. On
            completion of the Due Diligence Exercise for a Country, the
            services, BPA Responsibilities, Service Levels and KPIs set out in
            the Pro Forma Country Agreement will be amended to reflect the
            actual practice and requirements of the BPA Affiliates in that
            Country and included in the schedules to the relevant Country
            Agreement. The parties acknowledge that a Validation Exercise will
            be carried out following the Country Commencement Date in respect of
            each Country Agreement in accordance with the terms of the relevant
            Country Agreement.


      4.4   Although each existing Country Agreement shall be reviewed in light
            of the findings of subsequent Due Diligence Reports carried out in
            relation to other Country Agreements, revisions will only be made to
            existing Country Agreements, if and to the extent that the Regional
            Governance Panel agrees that such revisions are appropriate.


      4.5   Where at any time during a Due Diligence Exercise the Regional
            Governance Panel fails to agree on any element of the Due Diligence
            Report such Dispute shall be referred to the informal Dispute
            Resolution Procedure in accordance with Clause 25.1. If the parties
            cannot resolve any issues relating to Charges, Client HR Costs or
            Taxes, either party may give notice to the other to refer the matter
            to be determined by an Expert appointed pursuant to Clause 25.2. The
            costs of such Expert shall be borne equally by the parties.


      4.6   In respect of countries other than the United States of America and
            the United Kingdom BPA will pay Exult for conducting the Due
            Diligence Exercise under this Agreement as follows:



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             [***]*

            Before commencing a Due Diligence Exercise under this Agreement,
            Exult shall provide BPA with an estimate of its costs for carrying
            out the Due Diligence Exercise (having regard to the agreed scope of
            work and timetable therefore). Exult will periodically notify BPA of
            the level of its charges and expenses incurred in relation to a Due
            Diligence Exercise and consult with BPA if it appears likely to
            Exult that its estimate of costs will be exceeded. Exult will
            invoice BPA on a monthly basis in respect of all fees, costs and
            expenses specified in Clauses 4.6.2 to 4.6.4 which relate to the Due
            Diligence Exercise [***]*


      4.7   Notwithstanding the above, due diligence exercises in respect of the
            United States of America and the United Kingdom have been carried
            out pursuant to the LOI.


5     SERVICES


      5.1   STANDARDISATION OF SERVICES AND SERVICE LEVELS


            The Services and any Projects will be provided to BPA and the
            Participating Affiliates by Exult and/or the Exult Participating
            Affiliates under each Country Agreement. It is the intention of BPA
            and Exult to standardise the Services and the Service Levels that
            are to be provided by Exult and/or the Exult Participating
            Affiliates under the Country Agreements based on the Services
            description and the Service Level principles set out in this
            Agreement at Schedules A and B and the indicative services and
            service levels included as schedules in the Pro Forma Country
            Agreement are the result of a due diligence exercise carried out by
            BPA and Exult for the United Kingdom and the United States of
            America.


      5.2   THIRD PARTY CONTRACTS


            The provisions relating to the transfer and/or administration of
            Third Party Contracts shall be as set out in the relevant Country
            Agreement.


      5.3   SIGNIFICANT CHANGE


            5.3.1   For the purposes of this Clause 5.3, "Significant Change"
                    means [***]*


            5.3.2   In the event of a Significant Change the parties agree that
                    they shall and shall procure that their Affiliates shall
                    apply the provisions of this Clause 5.3.


            5.3.3   If there is a Significant Change which results in a
                    requirement for additional human resource management
                    services (the "Significant Change Services"), BPA shall not
                    be obliged to incorporate such Significant Change Services
                    into any Country as a result of any Due Diligence Exercise.
                    However, the provisions of Clause 7 (Exclusivity) will apply
                    to such Significant Change Services.


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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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            5.3.4   If BPA wishes to incorporate Significant Change Services
                    into one or more Countries, it will give Exult reasonable
                    notice following which the parties shall undertake a due
                    diligence review (the "SCS Due Diligence Review") to assess
                    the impact of the Significant Change on the scope and level
                    of the Services under all relevant Country Agreements in
                    force and also on the scope and level of existing human
                    resource management services in any Country not subject to a
                    Country Agreement. Such SCS Due Diligence Review will be
                    conducted based on the assumption that Significant Change
                    Services will be provided using the same Service Delivery
                    Model in operation or planned for in the relevant Country.
                    BPA shall pay Exult's reasonable costs of undertaking the
                    SCS Due Diligence Review, including, but not limited, to
                    Exult's personnel costs on a time and material basis in
                    accordance with a pre-agreed budget.


            5.3.5   Following the SCS Due Diligence Review, if in respect of any
                    Country subject to a Country Agreement, it can be
                    demonstrated that Exult will be able to provide the
                    Significant Change Services at service levels materially
                    similar to the service levels existing at that time under
                    the Country Agreement for such Country whilst maintaining a
                    financial position for the relevant BPA and Exult Affiliates
                    which is in all material respects the same as or better than
                    the financial position under the relevant Country Agreement
                    both in terms of the BPA Affiliates savings ("Existing
                    Guaranteed Minimum Savings") and the Exult Affiliates'
                    return on cost ("Existing Exult Return") (the Existing
                    Guaranteed Minimum Savings and the Existing Exult Return,
                    collectively the "Existing Financial Position"):


                    (i)   [***]*


                    (ii)  [***]*


            5.3.6   Following the SCS Due Diligence Review, if BPA, in respect
                    of a Country not then subject to a Country Agreement, wishes
                    to receive Services in that Country, it may either give
                    notice to Exult under Clause 2.3 (Structure of Framework
                    Arrangement and Country Take On) and include the Significant
                    Change Services in such notice (in which case the provisions
                    of Clauses 2.4 to 2.9 inclusive also shall apply) or exclude
                    such Services (in which case they will be dealt with under
                    Clause 5.3.3).


            5.3.7   Following the SCS Due Diligence Review, if in respect of a
                    Country which is subject to a Country Agreement, it cannot
                    be demonstrated that Exult will be able to provide the
                    Significant Change Services at service levels materially
                    similar to the service levels existing at that time under
                    the Country Agreement, and maintain the Existing Financial
                    Position then the parties shall negotiate in good faith to
                    seek to identify mutually acceptable terms on which to
                    incorporate the Significant Change Services into the
                    Services under the Country Agreement pursuant to the Change
                    Control Management process, provided that:


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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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                    (i)   [***]*


                    (ii)  [***]*


                    (iii) [***]*; and


                    (iv)  in the event that Exult disputes whether a proposal
                          made by a third party complies with the requirements
                          of (iii) above, BPA may give notice to Exult to refer
                          the matter to be determined by an Expert appointed
                          pursuant to Clause 25.2 (Dispute Resolution). The
                          costs of such Expert shall be borne by BPA.


            5.3.8   Where a Significant Change involves a potential decrease in
                    the requirement for human resource management services by
                    BPA and its Affiliates under any Country Agreements, the
                    parties shall and shall procure that their relevant
                    Affiliates shall negotiate in good faith to seek to agree
                    any resulting changes to the Services, Services Levels and
                    Charges provisions of the relevant Country Agreements. In
                    the event that the parties cannot agree on such changes
                    then:


                    (i)   [***]*


                    (ii)  [***]*


            5.3.9   For the avoidance of doubt, BPA and its Affiliates shall
                    only be entitled pursuant to Clause 5.3.8 to decrease
                    Charges otherwise payable to Exult or its Affiliates under a
                    Country Agreement where the Significant Change results in
                    the relevant businesses to which the Services relate ceasing
                    to be within the control of BPA and/or its Affiliates.


      5.4   BPA CONTROLS


            5.4.1   For the avoidance of doubt, BPA and/or its Affiliates 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 for BPA and BPA
                    Affiliates. Exult shall have no responsibility for the
                    establishment and maintenance of BPA Controls, but shall and
                    shall procure that the Exult Participating Affiliates shall
                    comply with BPA Controls in accordance with the terms of
                    this Agreement .


            5.4.2   As at the Commencement Date, the BPA Controls listed in Part
                    1 of Schedule O (BPA Policies and Controls) have been
                    provided to Exult in writing and the parties have agreed
                    that Exult shall fulfil its obligations under this Agreement
                    in accordance with such agreed BPA Controls.


            5.4.3   During the [***]* following the Commencement Date, the
                    parties shall work


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Exchange Commission.



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                    together in good faith and in conjunction with their
                    respective Affiliates, as appropriate, to review and
                    evaluate the BPA Controls listed in Part 2 of Schedule O
                    (BPA Policies and Controls). Such review will involve an
                    assessment of the applicability of such BPA Controls to the
                    performance of Exult's obligations under this Agreement and
                    the impact, if any, in terms of cost, timing or otherwise of
                    Exult's compliance with such BPA Controls.


            5.4.4   It is the intention of the parties that through the review
                    process referenced in Clause 5.4.3 the BPA Controls listed
                    in Part 2 of Schedule O (BPA Policies and Controls) will be
                    agreed between the parties and, subject to any appropriate
                    and agreed qualifications or amendments, will be included
                    within Part 1 of Schedule O (BPA Policies and Controls) and
                    Exult shall comply with such additional agreed BPA Controls
                    when performing its obligations under this Agreement.


            5.4.5   In the event that the parties are unable to reach agreement
                    as to the inclusion of any BPA Controls pursuant to Clauses
                    5.4.3, then at the end of the [***]* those BPA Controls
                    shall be deemed to have been included in Part 1 of Schedule
                    O and the Change Control Management process shall be applied
                    to implement the change.


            5.4.6   In addition to the provisions in Clauses 5.4.4 and 5.4.5 for
                    inclusion of BPA Controls into this Agreement, the parties
                    shall procure the Global 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 BPA in relation to human resource management or to
                          its business generally.


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


            5.4.8   Within [***]* following the applicable Country Commencement
                    Date and as set out in the Country Transition Plan, Exult
                    shall or shall procure that the relevant Exult Participating
                    Affiliate shall 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, in accordance with the terms of the relevant
                    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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            5.4.9   Any alleged or suspected violation of the BPA Controls by
                    any Exult Personnel 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
                    shall permit BPA to conduct an investigation into the matter
                    and shall co-operate with any such investigation and shall
                    take whatever Exult deems to be the appropriate corrective
                    action with respect to any such violation by the Exult
                    Personnel.


            5.4.10  To the maximum extent possible, it is the intention of the
                    parties to standardise the controls applicable to this
                    Agreement and each Country Agreement. However, it is
                    acknowledged that the controls applicable in different
                    Countries may vary to accommodate local differences for
                    example in the law, technology and custom and practice. The
                    specific controls applicable to each Country Agreement will
                    be reviewed and included in accordance with the process set
                    out in the Clause of the relevant Country Agreement
                    equivalent to Clause 3.2 of the Pro Forma Country Agreement.


      5.5   Except as otherwise provided in this Agreement, Exult shall be
            responsible for ensuring it has all personnel and assets required to
            fulfil its obligations under this Agreement.


6     OBLIGATIONS TO PROCURE AFFILIATES' PERFORMANCE


      6.1   Exult shall procure that each Exult Participating Affiliate shall
            comply with its obligations under the relevant Country Agreement(s).


      6.2   BPA shall procure that each Participating Affiliate shall comply
            with its obligations under the relevant Country Agreement(s).


7     EXCLUSIVITY


      7.1   It is the intention of the parties, subject to the terms of this
            Clause 7, that when during [***]*, BPA or a BPA Affiliate wishes to
            appoint a third party to provide human resource management services
            in a Country, Exult or an Exult Affiliate shall have an exclusive
            first right to offer to provide such Services.


      7.2   Without creating any obligation upon BPA under Clause 2 (Structure
            of Framework Arrangement and Country Take On) to give notice of a
            proposed Country Commencement Date in respect of a Country or to
            enter into any Country Agreement, BPA undertakes, as soon as
            practicable after the Commencement Date to:


            7.2.1   communicate to all BPA Affiliates and BPA business unit
                    managers its intention that Exult will be the exclusive
                    provider of the Services to BPA and BPA Affiliates on a
                    global basis;


            7.2.2   request BPA Affiliates and BPA business unit managers to
                    monitor and bring to the attention of the Global Governance
                    Panel any activities of any BPA Affiliate which is
                    inconsistent with such intention; and


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                                      -11-
<PAGE>   13

            7.2.3   request BPA Affiliates and BPA business unit managers to
                    avoid where possible entering into new contracts or
                    extending existing contracts for all or any of the human
                    resource management services in any Country with any third
                    party within [***]*


      7.3   Notwithstanding Clause 7.2.3, and subject to Clause 7.5, where
            [***]* a BPA Affiliate has a requirement for human resource
            management services in a Country which would otherwise necessitate
            the BPA Affiliate extending existing contracts or entering into new
            contracts BPA undertakes to:


            (i)     procure that prior to any BPA Affiliate extending such
                    existing contracts or entering into any new contracts with
                    third parties Exult or an Exult Affiliate is given an
                    exclusive first right to offer to provide human resources
                    management services in a Country where such contracts
                    involve any additional element of integration of the core
                    human resources processes in that Country, including, but
                    not limited to, payroll and human resources information
                    systems, or where such services involve the introduction of
                    any new technology enabled services relating to human
                    resources management; and


            (ii)    use its reasonable endeavours to ensure, that any contracts
                    relating to human resource management which are not awarded
                    to Exult or an Exult Affiliate pursuant to Clause 7.3.1(i)
                    contain a right for the contracting BPA Affiliate to assign
                    its interest in the contract without cost and without the
                    need for obtaining the consent of the third party.


      7.4   Subject to Clause 7.5, the parties acknowledge that Exult and the
            Exult Affiliates will have an exclusive right to offer to provide
            Services and Underlying Technology to BPA and its Affiliates in
            accordance with Clause 2 and will be the exclusive suppliers of the
            Services and Underlying Technology to the Participating Affiliates
            in those Countries in respect of which there is a Country Agreement
            in force.


      7.5   BPA and the BPA Affiliates have the right to obtain human resources
            services (including the Services) directly from within BPA, from a
            BPA Affiliate or from a third party in respect of:


            7.5.1   [***]*


            7.5.2   services received by BPA or the Participating Affiliate
                    under Third Party Contracts which are not Transferred to
                    Exult or an Exult Participating Affiliate pursuant to the
                    provisions of the relevant Country Agreement corresponding
                    to Clause 7 (Third Party HR Contracts) of the Pro Forma
                    Country Agreement;


            7.5.3   services received by BPA or any Participating Affiliate
                    under Sensitive Third Party Contracts pursuant to the
                    provisions of the relevant Country Agreement corresponding
                    to Clause 7 (Third Party HR Contracts) of the Pro Forma
                    Country


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Exchange Commission.



                                      -12-
<PAGE>   14

                    Agreement;


            7.5.4   [***]*


            7.5.5   [***]* and


            7.5.6   any Affected Process in relation to which a BPA Affiliate
                    has terminated a Country Agreement pursuant to provisions
                    corresponding to Clause 15 of the Pro Forma Country
                    Agreement (Suspension of a Process).


8     TRANSFER ARRANGEMENTS


      8.1   TRANSFER OF BPA EMPLOYEES


            The transfer of employees from BPA or a BPA Affiliate to Exult or
            the relevant Exult Affiliate in a Country, if any, shall be governed
            by the provisions set out in the relevant Country Agreement.


      8.2   BPA ASSETS


            BPA shall, in accordance with the provisions of the Country
            Agreements, use its reasonable endeavours to transfer, license,
            lease or otherwise make available, or to procure that the
            Participating Affiliates transfer, license, lease or otherwise make
            available to the extent they each have the power to do so should any
            of the Exult Participating Affiliates so reasonably request, BPA
            Assets to that Exult Participating Affiliate for use in the
            provision of the Services.


      8.3   THIRD PARTY CONSENTS


            The obtaining of third party consents required to provide to the
            Exult Participating Affiliate the benefit of the arrangements under
            which BPA or BPA Affiliates hold or use any of the BPA Assets, shall
            be governed by the provisions set out in the relevant Country
            Agreement.


9     PAYMENTS


      9.1   [***]*


      9.2   [***]*


      9.3   [***]*


      9.4   The principles relating to the charging methodology to be applied
            when establishing the


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Exchange Commission.



                                      -13-
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            Charges applicable to each Country Agreement are set out in Schedule
            C.


      9.5   The Charges applicable in respect of each Country Agreement will be
            set out in that Country Agreement, including Schedule C (Charges and
            Invoicing) to the Country Agreement.


10    ASSIGNMENT AND SUBCONTRACTING


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


      10.2  BPA shall not be entitled to assign, novate or transfer this
            Agreement or any part of it without Exult's prior written consent
            save that BPA 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, BPA shall procure that
            such entity shall re-transfer, re-assign or re-novate this
            Agreement, or the relevant part of it, to BPA or another BPA
            Affiliate at that time and provided that BPA will, prior to the
            effective date of any such assignment, transfer or novation, provide
            Exult with a BPA guarantee in respect of BPA's procurement
            obligations under this Agreement in a form to be agreed between the
            parties.


      10.3  Either party shall be free to sub-contract the performance of any of
            its obligations in relation to Due Diligence Exercises under this
            Agreement without the other's consent save that either party may
            object to any such sub-contractor on valid grounds and in the event
            of failure to agree the matter shall be referred to the informal
            Dispute Resolution Procedure in accordance with Clause 25.1 (Dispute
            Resolution). If the parties cannot resolve this issue, the matter
            shall be referred to an Arbitrator appointed pursuant to Clause 25.3
            (Dispute Resolution). Any such sub-contract shall not relieve either
            party of its obligations under this Agreement and either party shall
            be liable for any acts or omissions of any of its sub-contractors as
            if it were its own acts or omissions.


11    TERMINATION


      11.1  TERMINATION ON WINDING UP OR DEFAULT


            Either BPA or Exult may at any time by notice in writing terminate
            this Agreement as from, subject to Clause 11.6, the date of giving
            such notice to terminate if:


            11.1.1  in the case of BPA, Exult or in the case of Exult, BPA
                    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 equivalent;



                                      -14-
<PAGE>   16

            11.1.2  in the case of BPA, Exult or in the case of Exult, BPA is in
                    Default and the party in Default fails to remedy or
                    compensate for the Default [***]*; or


            11.1.3  in the case of BPA in the event that Exult ceases to:


                    (i)   maintain the Letter of Credit in accordance with
                          Clause 23 (Letter of Credit); or


                    (ii)  maintain the relevant insurance cover in accordance
                          with Clause 22 (Insurance);


                    and has failed to re-obtain and maintain in place such
                    Letter of Credit or insurance cover [***]*


      11.2  TERMINATION FOR CONVENIENCE


            BPA may, subject to Clause 12.5 (Termination Payment), terminate
            this Agreement by giving Exult written notice of its intention to
            terminate [***]* where no Winding Up Plan is implemented or on such
            later date as is determined in accordance with Clause 11.6.


      11.3  TERMINATION FOR CHANGE OF CONTROL


            BPA may at any time by notice in writing terminate this Agreement as
            from, subject to Clause 11.6, the date of giving such notice if
            there is a Change of Control of Exult, provided that such notice is
            given [***]*


      11.4  TERMINATION OF COUNTRY AGREEMENT IN KEY COUNTRY


            11.4.1  In the event that the relevant BPA Affiliate terminates a
                    Country Agreement in respect of a Key Country pursuant to
                    provisions corresponding to Clause 14.1 of the Pro Forma
                    County Agreement (Termination on Winding Up or Default), BPA
                    may [***]* by notice in writing terminate this Agreement and
                    all other Country Agreements in place at that time as from,
                    subject to Clause 11.6, the date of giving such notice,
                    provided that the termination of the Country Agreements
                    other than the one relating to the relevant Key Country
                    shall be deemed to have been terminated in accordance with
                    the provisions corresponding to Clause 14.6 of the Pro Forma
                    County Agreement (Termination for Change of Control).


            11.4.2  In the event that (i) the relevant Exult Affiliate
                    terminates a Country Agreement in respect of a Key Country
                    pursuant to provisions corresponding to Clause 14.1 of the
                    Pro Forma Country Agreement (Termination on Winding Up or
                    Default); or (ii) the relevant BPA Affiliate terminates a
                    Country Agreement in


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



                                      -15-
<PAGE>   17

                    respect of a Key Country pursuant to provisions
                    corresponding to Clause 14.2 (Termination for Convenience)
                    of the Pro Forma Country Agreement Exult may [***]* by
                    notice in writing terminate this Agreement and all other
                    Country Agreements in place at that time as from, subject to
                    Clause 11.6, the date of giving such notice, provided that
                    the termination of the Country Agreements other than the one
                    relating to the relevant Key Country shall be deemed to have
                    been terminated in accordance with the provisions
                    corresponding to Clause 14.6 of the Pro Forma Country
                    Agreement (Termination for Change of Control).


      11.5  COUNTRY AGREEMENTS


            Each Country Agreement shall terminate automatically upon the
            termination or expiry of this Agreement unless terminated earlier in
            accordance with its terms.


      11.6  EXTENSION FOR WINDING UP


            Any date for the termination of the Agreement provided in this
            Clause 11 shall be subject to any extension agreed or determined by
            the parties pursuant to the General Winding Up Plan or the Winding
            Up Plan of each Country.


12    CONSEQUENCES OF TERMINATION


      12.1  WINDING UP PLAN


            On the earlier of the [***]* of the Commencement Date and the date
            of notice of termination of this Agreement, at the request of BPA:


            12.1.1  the parties will promptly meet and develop and agree the
                    General Winding Up Plan to provide an orderly transitioning
                    of the Services provided under the Country Agreements to the
                    Successor Operator; and


            12.1.2  Exult shall co-operate fully with BPA and the Participating
                    Affiliates to implement the General Winding Up Plan to
                    minimise the cost and disruption of termination to BPA and
                    the Participating Affiliates and to facilitate the orderly
                    transitioning of the Services from Exult to the Successor
                    Operator in accordance with the provisions of the Country
                    Agreements.


      12.2  The General Winding Up Plan is to cover the period up to [***]*


      12.3  If the parties fail to agree the General Winding Up Plan [***]*, the
            matter shall be referred to the informal Dispute Resolution
            Procedure pursuant to Clause 25.1. If the parties are unable to
            resolve the issue, the matter shall be referred to an Expert
            pursuant to Clause 25.2. The costs of such Expert shall be borne
            equally by the parties.


      12.4  For the avoidance of doubt, the parties shall continue to perform
            their obligations in


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



                                      -16-
<PAGE>   18

            accordance with this Agreement during the period of the General
            Winding Up Plan, except as expressly provided in the General Winding
            Up Plan.


      12.5  TERMINATION PAYMENTS


             Any payment arising as a result of the termination of this
             Agreement shall be determined and paid in accordance with the
             provisions of the relevant Country Agreement.


13    INTELLECTUAL PROPERTY RIGHTS


      13.1  BPA INTELLECTUAL PROPERTY


            All Intellectual Property rights subsisting in or relation to BPA
            Assets, BPA Information and BPA Systems, the Due Diligence Report
            (collectively, the "BPA Intellectual Property") shall (as between
            the parties) belong to and be vested in BPA or the relevant BPA
            Affiliates or their respective licensors as appropriate.


      13.2  EXULT INTELLECTUAL PROPERTY


            All Intellectual Property rights subsisting in or relation to Exult
            Systems and the Framework Work Product (collectively, the "Exult
            Intellectual Property") shall (as between the parties) belong to and
            be vested in Exult, Exult Affiliates or their respective licensors
            as appropriate.


      13.3  LICENCE OF BPA INTELLECTUAL PROPERTY


            BPA hereby grants to Exult (or in the case of BPA Intellectual
            Property licensed to BPA, to the extent that such grant is not
            within its power, shall use reasonable endeavours to procure the
            grant to Exult of) a worldwide, non-exclusive, unlimited user,
            royalty free licence to use the BPA Intellectual Property with a
            right to sub-licence to Subcontractors, in each case, solely for the
            purposes of carrying out its obligation to BPA and the BPA
            Affiliates under this Agreement.


      13.4  LICENCE OF EXULT INTELLECTUAL PROPERTY


            Exult hereby grants to BPA and the BPA Affiliates (or in the case of
            Exult Intellectual Property licensed to Exult 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 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 BPA and the BPA Affiliate to receive the benefit of the
            Services.


      13.5  LICENCES OF BPA INTELLECTUAL PROPERTY ON TERMINATION


            On expiration or termination of this Agreement for any reason, the
            licences granted pursuant to Clause 13.3 shall automatically
            terminate.



                                      -17-
<PAGE>   19

      13.6  LICENCE OF EXULT INTELLECTUAL PROPERTY ON TERMINATION


            On expiration or termination of this Agreement for any reason, all
            licences and all other rights to any Exult Intellectual Property
            granted by Exult pursuant to this Agreement shall automatically
            terminate, except to the extent necessary to allow the transfer of
            Services under any Country Agreement in which case the licence shall
            be granted in the form set out in the provision of the relevant
            Country Agreement equivalent to Clause 19.8 of the Pro Forma Country
            Agreement.


      13.7  As soon as reasonably practicable following the expiration or
            termination of this Agreement, Exult shall return to BPA all BPA
            Intellectual Property and BPA Information subject to Exult having
            the right to retain a copy of such BPA Intellectual Property and BPA
            Information for compliance with applicable laws, professional
            standards or quality assurance purposes.


14    CONFIDENTIALITY


      14.1  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:


            14.1.1  is or becomes generally available to the public other than
                    as a result of a breach of this Clause 14;


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


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


            14.1.4  the receiving party is required by law to disclose;


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


            14.1.6  is agreed by BPA and Exult from time to time to be excluded.


                     Provided always that:


            14.1.7  the onus shall be on the party disclosing the information
                    pursuant to Clauses 14.1.1 to 14.1.6 to prove through the
                    use of documentary evidence that the information fell within
                    one of Clauses 14.1.1 to 14.1.6 otherwise than through
                    unauthorised disclosure by that party; and


            14.1.8  if either party (the "DISCLOSING PARTY") is required to make
                    a disclosure in



                                      -18-
<PAGE>   20

                    accordance with Clause 14.1.4, it will or shall procure that
                    the relevant Affiliate 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 or
                    shall procure that the relevant Affiliate shall provide the
                    non disclosing party with all necessary assistance in any
                    action taken by the non disclosing 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 or the relevant Affiliate is required
                    to disclose.


      14.2  Any party disclosing any Confidential Information to any agent or
            subcontractor shall obtain or have obtained from the agent or
            subcontractor a signed confidentially undertaking which the party
            disclosing reasonably believes offers adequate protection in
            relation to the matters contained in Clause 14.1. The parties agree
            that no Confidential Information will be disclosed after the expiry
            or termination of this Agreement unless such Confidential
            Information comes within one of the exceptions in Clauses 14.1.1 to
            14.1.6.


      14.3  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. BPA, Exult and their respective
            Affiliates may retain, however, subject to the terms of this Clause
            14 and Clause 13 (Intellectual Property Rights), copies of the
            Confidential Information required for, in the case of both parties,
            compliance with applicable laws, professional standards or quality
            assurance purposes, and in the case of BPA and the BPA Affiliates,
            their continuing operations or internal business purposes.


      14.4  The obligations of each party in relation to Confidential
            Information contained in this Clause 14 shall survive the
            termination or expiry of this Agreement, indefinitely.


      14.5  Each party shall and shall procure that its Affiliates shall procure
            that its and their respective employees, subcontractors, agents and
            Affiliates comply with this Clause 14 and shall at the request of
            the other party provide appropriate assurance of such compliance.


15    DATA PROTECTION AND DATA SECURITY


      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 local laws relating to the holding, processing and
      protection of data.


16    CONTRACT AND SERVICE MANAGEMENT


      16.1  BPA and Exult shall manage the relationship between the parties, the
            Agreement and the Country Agreements, including the provision of the
            Services in accordance with



                                      -19-
<PAGE>   21

            Schedule P (Global Governance Arrangements).


      16.2  MONITORING AND REPORTING


            BPA and Exult agree that the following monitoring and reporting
            exercises shall be carried out in accordance with the relevant
            Country Agreements:


            16.2.1  Benchmarking;


            16.2.2  Service Performance;


            16.2.3  Key Incident Reporting;


            16.2.4  Customer Satisfaction Surveys; and


            16.2.5  Management Satisfaction Surveys.


17    AUDIT RIGHTS


      Each Participating Affiliate shall have the right to conduct audits in
      accordance with the terms of the Country Agreements and each party shall
      procure its Affiliates shall comply with their obligations in respect of
      audit and shall co-operate and provide all assistance reasonably required
      to enable the Affiliates to carry out such obligations, including, for the
      avoidance of doubt, providing access to its own procedures, documentation,
      Systems and other books and records for the purposes of such audit.


18    CONTRACT MINIMUMS


      18.1  Each Country Agreement will contain provisions relating to the
            relevant Participating Affiliate's obligation to pay Contract
            Minimums. The Regional Governance Panel may, in accordance with the
            provisions of the relevant Country Agreement, agree that Country
            Agreements should be grouped together with other Country Agreements
            for the purposes of aggregating Contract Minimums across a relevant
            CSC Group. This Clause 18 sets out the mechanism for such
            aggregation.


      18.2  Upon receipt of a notice by a party pursuant to Clause 23.7 of the
            Pro Forma Country Agreement (Contract Minimums), the Regional
            Governance Panel shall assess and agree whether or not the CSC
            Average Charge (including the Country to which the notice relates)
            equals or exceeds [***]*.


      18.3  In the event that:


            18.3.1  the CSC Average Charge equals or exceeds [***]*; and


            18.3.2  the Average Charge of one or more Participating Affiliates
                    within the CSC


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Exchange Commission.



                                      -20-
<PAGE>   22

            Group is less than [***]*;

            Exult will credit to a Participating Affiliate within the CSC Group
            nominated by BPA, a sum equal to the lesser of [***]*


      18.4  Any Dispute relating to this Clause 18 shall be referred to and
            Expert appointed pursuant to Clause 25.2. The costs of such Expert
            shall be borne equally by the parties.


19    WARRANTIES


      19.1  Exult hereby represents and warrants to BPA that:


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


            19.1.2  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.


            19.1.3  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.


            19.1.4  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.


      19.2  EMU AND YEAR 2000 COMPLIANCE


            19.2.1  Subject to Clause 19.2.2, Exult and its Affiliates make no
                    warranties in respect of Year 2000 Compliance or EMU
                    Compliance in respect of Services or Projects or other
                    activities carried out under this Agreement or any Country
                    Agreement and BPA and/or its Affiliates shall be solely
                    responsible for its and their Year 2000 Compliance or EMU
                    Compliance.


            19.2.2  Exult warrants that Future Systems and Exult Proprietary
                    Systems are Year 2000 Compliant and EMU Compliant, but only
                    to the extent necessary to meet the business requirements of
                    BPA and Participating Affiliates and where Exult or the
                    relevant Exult Participating Affiliate has been given
                    reasonable notice of such business requirements 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


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




                                      -21-
<PAGE>   23

                    appropriate warranties from the third party providers and
                    providing BPA and/or the relevant BPA Affiliate with the
                    benefit of such warranties.


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


      19.3  BPA hereby represents and warrants to Exult that:


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


            19.3.2  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.


            19.3.3  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.


            19.3.4  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.


      19.4  Each of BPA and Exult undertakes to perform its obligations under
            this Agreement in compliance with all applicable laws, enactments,
            orders and regulations.


      19.5  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.


20    LIMITATION OF LIABILITY


      20.1  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) any fraudulent misrepresentations including any
            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.



                                      -22-
<PAGE>   24

      20.2  Except with respect to the parties obligations to procure (to which
            Clause 20.3 applies) neither BPA nor Exult shall have any liability
            to the other by virtue of being parties to this Agreement in respect
            of any claims, liabilities or other matters relating to a Country
            Agreement and the terms of the relevant Country Agreement shall
            apply exclusively to any such liability.


      20.3  Subject to the provisions of Clause 21.6 (Rights of Action), the
            liability of each party to the other arising from any breach of a
            procurement obligation under this Agreement in relation to Country
            Obligations shall be limited to the maximum liability of its
            respective Affiliate for failure to comply with such Country
            Obligations as determined in accordance with the terms of the
            relevant Country Agreement.


      20.4  Subject to Clauses 20.1, 20.3 and 20.5 each party's aggregate
            liability to the other in respect of all claims arising out of this
            Agreement shall be limited to the greater of the sums paid and
            payable by BPA to Exult under this Agreement at the date on which
            the event that gives rise to the liability occurs or [***]*.


      20.5  Subject to Clause 20.7, neither party shall be liable to the other
            party for any consequential or indirect loss or damage suffered by
            the other party in connection with this Agreement.


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


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


      20.8  The limitations set out in this Clause 20 shall not apply with
            respect to:


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


            (ii)    BPA's obligation to pay, including with respect to Early
                    Termination Charges;


            (iii)   [***]*


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


            (v)     Payment under designated insurance policies; and


            (vi)    Payment of Charges and Service Credits.


      20.9  Subject to Clause 28.13 (Equitable Remedies), the parties recognise
            that damages are the only remedy available under this Agreement and,
            to the extent permissible by law,


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

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



                                      -23-
<PAGE>   25

            the limits in this Clause 20 are the absolute limit of each party's
            liability arising under or in connection with this Agreement. All
            other liability is expressly excluded.


      20.10 LIMITATION ON BPA FRAMEWORK AFFILIATES' CLAIMS


            20.10.1 The following represents the limit of all claims or actions
                    that may be made in relation to the provision of Framework
                    Services by Exult pursuant to this Agreement relative to BPA
                    Framework Affiliates:

                    (i)     subject to the terms of this Clause 20.10, BPA shall
                            have the right to bring actions against Exult in
                            respect of such BPA Framework Affiliate for Losses
                            suffered by the BPA Framework Affiliate in respect
                            of the Due Diligence Services or this Agreement;


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


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


            20.10.2 BPA shall procure that the BPA Framework Affiliate will not
                    make any claim or be a party to any claim or other action
                    against Exult or an Exult Affiliate or their employees,
                    offices or directors arising from or in connection with the
                    provision of Due Diligence Services pursuant to this
                    Agreement.


            20.10.3 BPA is fully responsible for the performance of all its
                    obligations under this Agreement with respect to the Due
                    Diligence Services provided to such Participating
                    Affiliates.


            20.10.4 Nothing in Clause 20.10.2 or Clause 20.10.3 relieves BPA of
                    its obligations or expands Exult's obligations under this
                    Agreement.


21    INDEMNITIES


      21.1  INDEMNITIES BY EXULT


            Subject to Clause 21.5, Exult shall indemnify and keep indemnified
            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:


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



                                      -24-
<PAGE>   26

            21.1.2  a claim by a BPA Third Party arising from the death or
                    illness of or personal injury to any employee of Exult 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, 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;


            21.1.3  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's or Exult Participating Affiliate's
                    obligations under or relating to such Third Party Contract
                    assumed by Exult or the relevant Exult Participating
                    Affiliate pursuant to obtaining consents in respect of such
                    Third Party Contract to enable Exult or the relevant Exult
                    Participating Affiliate to provide the Services; and


            21.1.4  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, an Exult Participating Affiliate
                    or its and their respective employees, officers, agents or
                    subcontractors.


      21.2  INDEMNITIES BY BPA


            Subject to Clause 21.5, BPA shall indemnify and keep indemnified
            Exult, 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:


            21.2.1  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 BPA, a BPA
                    Participating Affiliate or its and their respective
                    employees, officers, agents, or subcontractors;


            21.2.2  a claim by an Exult Third Party arising from the death or
                    illness of or personal injury to any employee of BPA, 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 BPA, 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;


            21.2.3  a claim by a third party, other than an Exult Affiliate, to
                    an Exult Third Party Contract where such claim arises in
                    connection with a breach of BPA's or BPA Participating
                    Affiliate's obligations under or relating to such Exult
                    Third Party Contract assumed by BPA or the relevant BPA
                    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;



                                      -25-
<PAGE>   27

            21.2.4  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 BPA, a BPA Participating Affiliate or its
                    and their respective employees;


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


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


                    (ii)    is a beneficiary under any BPA 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 such BPA 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, an Exult Participating
                     Affiliate, or its or their respective employees, officer,
                     agents or subcontractors.


      21.3  INDEMNIFICATION BY EXULT WITH RESPECT TO INTELLECTUAL PROPERTY


            21.3.1  Subject to Clause 21.5, Exult shall indemnify and keep
                    indemnified BPA and the relevant Participating Affiliates,
                    and their respective officers, directors, employees and
                    agents from and against any and all Losses of such
                    Participating Affiliates arising out of or in connection
                    with any claim by a third party that a Participating
                    Affiliate's or BPA's use or possession of any of the Exult
                    Proprietary Systems is unauthorised or infringes the
                    Intellectual Property rights of any third party.


            21.3.2  In the event of any such claim being made, BPA shall procure
                    that the relevant Participating Affiliate notifies the Exult
                    representative on the Regional Steering Committee as soon as
                    practicable upon becoming aware of the same and, subject to
                    being indemnified, at the request of Exult or the relevant
                    Exult Participating Affiliate, grants Exult or that Exult
                    Participating Affiliate sole conduct of the claim and
                    provides to Exult or that Exult Participating Affiliate all
                    reasonable assistance in the conduct of the claim provided
                    that in conducting the claim Exult or that Exult
                    Participating Affiliate shall minimise the disruption to the
                    business of the BPA and the relevant Participating
                    Affiliates, including the use of the Exult Intellectual
                    Property, as the case may be.


            21.3.3  No liability shall exist under this Clause 21.3 to the
                    extent that any such claim arises solely from:



                                      -26-
<PAGE>   28

                    (i)     the use by BPA or the relevant Participating
                            Affiliate of the relevant Exult Intellectual
                            Property for purposes not connected with 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 Intellectual
                            Property by or on behalf of BPA or the Participating
                            Affiliates to which Exult or the relevant Exult
                            Participating Affiliate 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 BPA or any of the Participating
                            Affiliates.


            21.3.4  In the event that BPA's or a Participating Affiliate's use
                    or possession of any part of the Exult Intellectual Property
                    is held to be unauthorised or to infringe any third party
                    Intellectual Property rights, then Exult shall, or shall
                    procure that the relevant Exult Participating Affiliate
                    shall, at its own expense and at BPA's or the relevant
                    Participating Affiliate's option:


                    (i)     obtain for BPA or the relevant the Participating
                            Affiliate a licence or such other right to continue
                            to use the Exult Intellectual Property 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,


                     provided that BPA shall, or shall procure that the relevant
                     Participating Affiliate shall, provide the relevant Exult
                     Participating Affiliate with all reasonable assistance (at
                     the cost of Exult) to enable Exult or the relevant Exult
                     Participating Affiliate to so do.


      21.4  INDEMNIFICATION BY BPA IN RELATION TO INTELLECTUAL PROPERTY


            21.4.1  Subject to Clause 21.5, BPA shall indemnify and keep
                    indemnified Exult and the relevant Exult Participating
                    Affiliate and their respective employees, officers, agents
                    or subcontractors from and against any and all Losses
                    arising out of or in connection with any claim by a third
                    party that Exult or Exult Participating Affiliate's use of
                    any of the BPA Systems which has been authorised by BPA or
                    the relevant Participating Affiliate is unauthorised or
                    infringes the Intellectual Property rights of any third
                    party.


            21.4.2  In the event of any such claim being made, Exult shall, or
                    shall procure that the relevant Exult Participating
                    Affiliate shall, notify the BPA Regional representative on
                    the Regional Governance Panel as soon as practicable upon
                    becoming aware of the claim and, subject to being
                    indemnified at the request of BPA or the relevant
                    Participating Affiliate, grant BPA or that Participating
                    Affiliate sole



                                      -27-
<PAGE>   29

                    conduct of the claim and provide to that Participating
                    Affiliate all reasonable assistance in the conduct of the
                    claim.


            21.4.3  No liability shall exist under Clause 21.4 to the extent
                    that any such claim arises from:


                    (i)     the use by the relevant Exult Participating
                            Affiliate of the relevant BPA 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 BPA System by or on behalf
                            of the relevant Exult Participating Affiliate to
                            which the relevant BPA Participating Affiliate, as
                            the case may be, has not given its consent.


            21.4.4  In the event that Exult Participating Affiliate's use of any
                    part of the BPA Systems is held to be unauthorised or to
                    infringe any Intellectual Property rights relating thereto,
                    then BPA shall procure that the relevant Participating
                    Affiliate, at its own expense:


                    (i)     obtains for the relevant Exult Participating
                            Affiliate a licence or such other right to continue
                            to use that System; or


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


                     provided that Exult shall, or shall procure that the
                     relevant Exult Participating Affiliate shall, provide the
                     relevant Participating Affiliate with all reasonable
                     assistance to enable that Participating Affiliate to so do.


      21.5  DEFENCE OF CLAIMS


            21.5.1  Each party will defend and (in respect of the Country
                    Agreements) procure its relevant Participating 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 21.1, 21.2, 21.3 and 21.4
                    (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.


            21.5.2  The Indemnified Party shall notify the Indemnifying Party of
                    any claim under Clauses 21.1, 21.2, 21.3 and 21.4 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 21.5 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



                                      -28-
<PAGE>   30

                            as provided above;


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


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


            21.5.3  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.


            21.5.4  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.


            21.5.5  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.


      21.6  RIGHTS OF ACTION


            21.6.1  In the event that either party has an obligation in this
                    Agreement to procure that any of its Affiliates fulfil any
                    Country Obligation and the relevant Affiliate fails to
                    comply with such Country Obligation, the other party to this
                    Agreement shall, before taking any action under this
                    Agreement, procure that its relevant Affiliates take all
                    reasonable steps to enforce the relevant Country Obligation
                    pursuant to the relevant Country Agreement, and, only if it
                    is not possible by taking such reasonable steps to enforce
                    the Country Obligation pursuant to the relevant Country
                    Agreement or seek redress in respect of such failure from
                    the relevant Affiliate, shall it be entitled to take action
                    under this Agreement in respect of the failure to procure.


            21.6.2  In the event that an Affiliate of either of the parties to
                    this Agreement raises an action, or reaches a settlement, in
                    respect of any breach of a Country Obligation then the
                    outcome of such action or such settlement (as the case may



                                      -29-
<PAGE>   31

                    be) shall be in full and final settlement of the relevant
                    matter and neither Exult or BPA shall be entitled to raise
                    any action against the other under this Agreement in respect
                    of failure to procure that its Affiliate undertakes the
                    Country Obligation.


      21.7  SURVIVAL OF RIGHTS


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


22    INSURANCE


      22.1  Within [***]* of the Commencement Date, Exult shall obtain and
            maintain for the duration of this Agreement:


            22.1.1  comprehensive general legal liability insurance for an
                    initial aggregate value of [***]*


            22.1.2  professional indemnity insurance for an initial aggregate
                    value of [***]*;


            22.1.3  any and all other insurance policies required by the
                    relevant law of each Country to which a Country Agreement
                    relates; and


            22.1.4  any and all other insurance policies reasonably required to
                    cover the specific commercial requirements of each Country
                    subject to a Country Agreement.


      22.2  The necessary insurance policies shall be issued by an insurance
            company legally established and recognised in the relevant Countries
            and which is approved by BPA such approval not to be unreasonably
            withheld or delayed.


      22.3  Exult shall procure that the necessary insurance policies:


            22.3.1  contain a waiver of all rights of subrogation against BPA
                    and/or the Participating Affiliates, and that such waiver
                    shall be endorsed upon the policies; and


            22.3.2  contain an indemnity to principal provision which will allow
                    BPA and/or the Participating Affiliates to recover its loss
                    directly under the insurance policy without reference to the
                    policy holder.


      22.4  Exult and/or the Exult Affiliate shall be responsible for payment of
            all premiums in relation to the insurance policies referred to in
            Clauses 22.1.1 to 22.1.3, provided that the payments may be
            recovered as a Pass Through Cost under the relevant Country
            Agreements.


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

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



                                      -30-
<PAGE>   32

      22.5  The parties agree that the initial aggregate values of the policies
            set out in Clauses 22.1.1 and 22.1.2 are appropriate to cover the
            Country Agreements entered into at the Commencement Date, but agree
            that the cover should be increased pro rata as further Country
            Agreements are entered into.


      22.6  Exult shall not increase the cover or amount of insurance from that
            set out above without the prior written consent of BPA if such
            increase will result in an increase in the Pass Through Costs.


      22.7  Exult shall provide BPA with suitable evidence of all insurance
            policies and shall provide BPA with 30 days notice of cancellation,
            material alteration and/or non-payment of premiums.


23    LETTER OF CREDIT


      23.1  In each of the first four Years of this Agreement, Exult shall
            obtain and maintain a Letter of Credit issued by a bank, insurance
            company or similar financial institution approved by BPA from time
            to time (the "Issuer"). In relation to the initial Year Exult shall
            obtain and maintain the Letter of Credit within 30 days of the
            Commencement Date and in respect of subsequent Years shall within 30
            days of the commencement of that Year, provide BPA with suitable
            evidence that arrangements have been made for the Letter of Credit
            for the following Year to be put in place.


      23.2  The Letter of Credit shall be substantially in the form set out in
            Schedule K (Letter of Credit), provided that the amount covered in
            each Year shall be as follows:


            23.2.1  Year 1: [***]*


            23.2.2  Year 2: [***]*


            23.2.3  Year 3: [***]*, and

            23.2.4  Year 4: [***]*.


      23.3  Exult shall cause a Letter of Credit to be issued for each of the
            Years specified in Clause 23.2. With respect to such Letters of
            Credit:


            23.3.1  The expiration date of each such Letter of Credit shall be
                    on the first to occur of the following:

                    (i)     [***]*


                    (ii)    [***]*


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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.



                                      -31-
<PAGE>   33
                    [***]*


            23.3.2  In connection with the Letter of Credit issued for Year 4,
                    as required by Clause 23.2.4, BPA and Exult agree that, if
                    BPA is not entitled to give notice of termination of this
                    Agreement under Clauses 11.1.1 or 11.1.3(ii) or to give
                    notice of Default under Clause 11.1.2 before a date that is
                    395 days after the issuance of that Letter of Credit, then
                    BPA and Exult shall send to the issuing bank a written
                    notice terminating that Letter of Credit.


            23.3.3  In the event that any Letter of Credit remains in effect for
                    a period longer than one year, then BPA shall pay all fees
                    and costs charged by the issuing bank in connection with
                    having the Letter of Credit remain in place and in effect
                    for longer than one year.


            23.3.4  A claim made by BPA against Exult shall be entitled to the
                    protections of the then-existing Letter of Credit regardless
                    of when that claim may have arisen. (By way of example, if a
                    claim against Exult actually arose in Year 2, but BPA was
                    not aware of that claim or was unable to bring that claim
                    because of any applicable notice periods until Year 3, then
                    BPA would be entitled to have the benefits of the Letter of
                    Credit existing for Year 3 for such claim.)


      23.4  BPA shall be entitled to make a demand under the Letter of Credit in
            accordance with its terms; provided, however, that the following
            conditions are met:


            23.4.1  BPA provides Exult with 10 days notice that BPA will make a
                    demand under the Letter of Credit;


            23.4.2  BPA provides Exult with a copy of the decision on the
                    Arbitrator in favour of BPA that it was entitled to
                    terminate this Agreement and/or the Country Agreement(s) (as
                    the case may be) and in respect of BPA (or its Affiliates as
                    the case may be) claim under this Agreement or the Country
                    Agreement(s) for the amount specified in the Award; and


            23.4.3  BPA provides Exult with the written decision of an Expert
                    that Exult has passed a resolution or that the court has
                    made an order that Exult be wound up otherwise than for the
                    purposes of a reconstruction or amalgamation, or that a
                    receiver, manager or administrator on behalf of a creditor
                    has been appointed in respect of Exult's business or that
                    circumstances have arisen 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 that Exult is
                    unable to pay its debts within the meaning of Section 123 of
                    the UK Insolvency Act 1986 or its relevant foreign
                    jurisdiction equivalent.


      23.5  Once Exult's Net Equity Value exceeds [***]*, (1) Exult and BPA
            shall each issue a notice


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

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



                                      -32-
<PAGE>   34

            within 5 days to the Issuer terminating any outstanding Letter of
            Credit issued in favour of BPA under this Clause 23, and (2) Exult's
            obligations to obtain or maintain any Letters of Credit pursuant to
            this Clause 23 shall cease.


24    RECOVERY OF DAMAGE AWARDS


      24.1  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 by the other
            in connection with any default under this Agreement, the matter
            shall be resolved pursuant to the Dispute Resolution Procedure in
            accordance with Clause 25.


      24.2  In the event that it is agreed, or determined pursuant to Clause
            24.1, that Exult is liable to pay an Award to BPA the mechanism for
            recovering such Award shall be as follows:


            24.2.1  Subject to Clause 24.2.5 Exult shall first seek to recover
                    the Award under any relevant insurance policy and pay the
                    Award recovered to BPA;


            24.2.2  if the Award is not paid to BPA pursuant to Clause 24.2.1
                    within 30 days of it being agreed or determined that an
                    Award is payable, BPA 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
                    (Insurance);


            24.2.3  if the Award is not paid pursuant to Clause 24.2.1 or Clause
                    24.2.2, BPA shall provide Exult with 30 days notice within
                    which Exult shall pay the Award to BPA;


            24.2.4  subject to the provisions of Clause 23 (Letter of Credit),
                    if the Award is not paid pursuant to Clauses 24.2.1, 24.2.2
                    or 24.2.3 within the 30 day notice period in Clause 24.2.3
                    then BPA shall have the right but not the obligation to make
                    a demand under the Letter of Credit;


            24.2.5  Exult shall not be entitled to seek to recover under any
                    insurance policy maintained pursuant to Clause 22
                    (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 in connection with Clauses 21.2.1 and 21.2.2.


            24.2.6  In respect of an Award or other indemnity claim or
                    obligation that BPA is liable to pay to Exult, BPA shall not
                    be entitled to seek to recover under any insurance policy
                    maintained pursuant to Clause 22 (Insurance) in order to
                    satisfy any indemnity claim or obligation or recover any
                    Award made in connection with indemnity provisions other
                    than claims, obligations or Awards made in connection with
                    Clauses 21.2.1 and 21.2.2.


25    DISPUTE RESOLUTION


      25.1  INFORMAL DISPUTE RESOLUTION



                                      -33-
<PAGE>   35

            Prior to the initiation of Dispute Resolution Procedure pursuant to
            Clauses 25.2 and 25.3, the parties shall and shall procure that
            their respective Affiliates shall attempt to resolve any Dispute
            informally, as follows:


            25.1.1  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, that Dispute shall
                    be referred to the relevant Regional Governance Panel;


            25.1.2  In the case of a Dispute arising under a Country Agreement
                    which has not been, or cannot be, resolved within [***]* of
                    the matter being referred to the relevant Regional
                    Governance Panel, and, in any event, in the case of a
                    Dispute arising under this Agreement, that Dispute will be
                    referred to the Global Governance Panel. The Global
                    Governance Panel shall use its best efforts to resolve such
                    Dispute


            25.1.3  If the Global Governance Panel is unable to resolve the
                    Dispute within 15 days after it is submitted to the Global
                    Governance Panel (or such later time as may be agreed by the
                    parties to this Agreement), then the Dispute shall be
                    referred to the Exult Chief Executive Officer and the BPA
                    Vice President Group HR.


            25.1.4  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 being referred to them (or such
                    later date as they may agree), subject to Clauses 24.1.6,
                    24.1.7, 24.1.8 and 24.1.9 the Dispute shall be referred to
                    Expert Decision or Arbitration (as the case may be) in
                    accordance with the provisions of this Agreement.


            25.1.5  During the course of any discussions in accordance with this
                    Clause 25, 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 14.


            25.1.6  Unless the Agreement specifies otherwise, all Disputes shall
                    be referred to the Informal Dispute Resolution Procedure and
                    thereafter to Arbitration pursuant to Clause 25.3.


      25.2  EXPERT DECISION


            25.2.1  Where a Dispute is designated in the Agreement or any
                    Country Agreement as appropriate for Expert Decision, it
                    shall be referred for determination to an expert (the
                    "Expert") who shall act as an expert and not as an
                    arbitrator 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 BPA or Exult by the
                    President for the time being of:


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

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



                                      -34-
<PAGE>   36

                    (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 25.2.1(i) and (ii)
                            above.


            25.2.2  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 determining any disagreement on any element
                            of the Due Diligence Report pursuant to Clause 4.5
                            the Expert shall take into account of what was being
                            referred or provided to the relevant Participating
                            Affiliate prior to the relevant Effective Date.


            25.2.3  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; 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.


      25.3  ARBITRATION


            25.3.1  Where a Dispute is designated in the Agreement or any
                    Country Agreement as appropriate for Arbitration, 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 25.3.


            25.3.2  The parties agree and shall procure that, subject to the
                    relevant applicable laws governing a Country Agreement,
                    their respective Affiliates agree that:


                    (i)     the number of arbitrators shall be three;


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


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



                                      -35-
<PAGE>   37

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


26    FORCE MAJEURE


      26.1  Subject to Clause 26.2, neither party shall be liable to the other
            for any Losses 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 Losses arise by reason of any
            failure or delay in the performance of its obligations hereunder
            which is due to Force Majeure.


      26.2  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 event.


      26.3  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.


      26.4  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.


      26.5  If an event of Force Majeure arises and continues for a period of 6
            months which materially prevents or hinders Exult or its Affiliates
            from undertaking or completing the Due Diligence Exercise, and
            Exult, BPA and their respective Affiliates from entering into
            Country Agreements, in one or more Countries (the "Affected
            Countries"), then either party may at any time by notice terminate
            the parties' obligations in relation to Clause 2 (Structure of
            Framework Agreement on Country Take On) and Clause 7 (Exclusivity)
            in respect of the "Affected Countries" and for the avoidance of
            doubt, in such circumstances:


            26.5.1  Neither party shall be obliged to fulfil its obligations in
                    relation to the procedures for Country take on in respect of
                    the Affected Countries as set out in Clause 2; and



                                      -36-
<PAGE>   38

            26.5.2  BPA and BPA Affiliates shall have the right to obtain human
                    resources services (including the Services) directly from
                    within BPA from a BPA Affiliate or from a third party in
                    respect of the Affected Countries.


      26.6  If, following the entry into Country Agreements for each of the
            Countries, all of the Country Agreements have been terminated by
            reason of Force Majeure pursuant to the terms of those Country
            Agreements, either party may terminate this Agreement on written
            notice, such termination to take effect immediately after the date
            of receipt of such notice. In the event of such termination the
            provisions of Clause 12 (Consequences of Termination) shall apply.

27    BPA FRAMEWORK AFFILIATES


      27.1  Exult acknowledges that BPA has concluded this Agreement for the
            benefit of BPA and the BPA Framework Affiliates.


      27.2  At the request of BPA, Exult shall at BPA's expense execute all
            deeds or other documents required to enable Losses incurred or
            sustained by any BPA Framework Affiliate to be recovered by BPA
            pursuant to Clause 20.10.


28    GENERAL TERMS


      28.1  PUBLICITY


            28.1.1  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 or any Country Agreement or
                    disclose any information relating to the commercial or other
                    terms of this Agreement or any Country Agreement.


            28.1.2  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.


      28.2  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, first
            class mail. Any such notice shall be deemed given when actually
            received when so delivered personally, by fax or express courier, or
            if mailed, on the fifth day after its mailing, postage prepaid to
            the recipient party addressed as follows:


             In the case of BPA:


             Global Representative



                                      -37-
<PAGE>   39

             Britannic House
             1 Finsbury Circus
             London
             EC2M 7BA


             Fax: 0171 496 4630


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


             BPA Global Commercial Contract Manager
             Britannic House
             1 Finsbury Circus
             London
             EC2M 7BA


             Fax: 0171 496 4630


             In the case of Exult:

             Exult, Inc.
             4 Park Plaza
             Suite 350
             Irvine
             California 92614
             Fax: 949 250 8086


             Attention: Global Representative


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


             Legal Department
             4 Park Plaza
             Suit 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 28.2.


      28.3  LIMITATION ON RECRUITING


            28.3.1  Subject as hereinafter provided in this Clause 28.3, each of
                    BPA or Exult 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



                                      -38-
<PAGE>   40

                    party or an Affiliate of the other party who have been
                    involved in providing the Services or are otherwise
                    connected with this Agreement or any Country Agreement.


            28.3.2  Clause 28.3.1 will not restrict BPA or Exult from employing
                    employees of any other party or employees of the other party
                    or an Affiliate of the other party:


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


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


                    (iii)   as contemplated by Schedule J (Employee Transfer
                            Arrangements) of a Country Agreement.


      28.4  WAIVER


            28.4.1  Subject to Clause 28.12 (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.


            28.4.2  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.


            28.4.3  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 28.2 (Notices).


      28.5  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 Schedule L (Change Control
            Management).


      28.6  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.


      28.7  COSTS


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



                                      -39-
<PAGE>   41

      28.8  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 (including the
            LOI) 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).


      28.9  CONFLICT AND INCONSISTENCIES


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


            28.9.2  In the event of any inconsistencies between the English
                    language version of this Agreement or the Country Agreements
                    and any contract administration documents prepared in
                    connection therewith and any translation of such agreements
                    or documents, the English language version shall prevail.

      28.10 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.


      28.11 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.


      28.12 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.


      28.13  EQUITABLE REMEDIES


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


      28.14  INDEPENDENT CONTRACTOR


            In providing Services to BPA under this Agreement, Exult is acting
            only as an independent contractor. Notwithstanding any provision of
            this Agreement to the contrary,



                                      -40-
<PAGE>   42

            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 or any
            other type of joint relationship.


      28.15  GOVERNING LAW


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


            28.15.2 The Country Agreements shall, subject only to any local law
                    requirement to the contrary, be governed by and be subject
                    to the laws of England and Wales.


      28.16 RESPONSIBILITY FOR EMPLOYEES


            Employees shall be employees of Exult 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 BPA or any
            BPA Affiliate. Exult 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.


      28.17 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 28.17, the expression "this Agreement" shall include
            any agreement forming part of the same arrangement.



                                      -41-
<PAGE>   43

IN WITNESS whereof this Agreement has been executed the day and year first
written above.



SIGNED by
         ---------------------------
for and on behalf of BP AMOCO PLC in
the presence of:

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




SIGNED by                        for
         -----------------------
and on behalf of EXULT, INC.
in the presence of:

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



                                      -42-
<PAGE>   44

                    LIST OF SCHEDULES TO FRAMEWORK AGREEMENT



A       Scope of Services (includes BPA Responsibilities)

B       Service Level Principles

C       Charges & Invoicing

G       General Transition Plan (includes Timetable for Country Rollout, Detail
        of Due Diligence Exercise)

K       Letter of Credit

L       Change Control Management

N       Pro Forma Country Agreement

O       BPA Controls

P       Global Governance Arrangements

Q       Data Protection

Z       Definitions



                                      -43-
<PAGE>   45

                                   SCHEDULE Z

                                   DEFINITIONS


1     DEFINITIONS


      "AFFECTED COUNTRIES" means as defined in Clause 26.5 (Force Majeure);


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


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


      "ARBITRATOR" or "ARBITRATION" has the meaning set out in Clause 25.3
      (Dispute Resolution);


      "AVERAGE CHARGE" means in each Year the monthly Charges (excluding Charges
      relating to Projects and Pass Through Costs) paid or payable by a
      Participating Affiliate within a CSC Group to a Exult Participating
      Affiliate under the relevant Country Agreement.


      "AWARD" means a sum payable by either party to the other in respect of a
      default of this Agreement, the amount being determined by agreement
      between the parties or in accordance with the Dispute Resolution
      Procedure.


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


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


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


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


      "BPA ASSETS" means the goods and other assets which are owned or used by
      BPA or the Participating Affiliates solely to provide the services
      equivalent to the Services immediately before the Effective Date including
      but not limited to, computer hardware, communication equipment, BPA
      Systems and Third Party Systems and facilities whether or not the subject
      of Third Party Contracts and as identified in each Country Agreement in
      each case which are required to be used by Exult or the Exult
      Participating Affiliates to provide the Services;


      "BPA 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 Participating Affiliate's provision of the



                                      -44-
<PAGE>   46

      Services hereunder), controls, BPA policies, quality standards and human
      resource, financial and accounting controls necessary to provide the
      Services in accordance with Good Industry Practices, including:


      (i)    the BPA Business Standards and Policy Document;


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


      (iii)  the BPA Disaster Recovery Plan; and


      (iv)   the BPA IT Policy; and


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


      "BPA FRAMEWORK AFFILIATES" means the BPA Affiliates which will receive the
      Due Diligence Services from Exult under this Agreement and BPA Framework
      Affiliate means any one of them;


      "BPA GLOBAL COMMERCIAL CONTRACT MANAGER" means the person appointed by BPA
      in accordance with and having the responsibilities referred to in the
      Global Governance Arrangements;


      "BPA INFORMATION" means the information provided by BPA or any BPA
      Affiliate which comes into the possession of Exult or any Exult Affiliate
      pursuant to this Agreement, or created under or arising out of data of BPA
      or BPA Affiliates pursuant to this Agreement;


      "BPA INTELLECTUAL PROPERTY" means as defined in Clause 13.1 (Intellectual
      Property Rights);


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


      "BPA REGIONAL REPRESENTATIVE" means the individual appointed by BPA
      pursuant to this Agreement;


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


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


      "CHANGE CONTROL MANAGEMENT PROCESS" means the procedure by which changes
      may be made to the Agreement as set out in Schedule L (Change Control
      Management);


      "CHANGE OF CONTROL" shall be deemed to have occurred in relation to any
      company ("THE COMPANY")



                                      -45-
<PAGE>   47

      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.


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


      "CLIENT HR COSTS" means the estimated costs incurred in providing services
      equivalent to the Services in the 12 months prior to the Effective Date as
      calculated in accordance with the methodology set out in Schedule C
      (Charges and Invoicing);


      "CLIENT SERVICE CENTRE" means a facility from which one or more Exult
      Participating Affiliate(s) provides Services to BPA Participating
      Affiliates who receive such Services pursuant to two or more Country
      Agreements.


      "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 or any Country 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);


      "COUNTRIES" means the countries in which BPA operates and "COUNTRY" means
      any one of them;



                                      -46-
<PAGE>   48

      "COUNTRY AGREEMENT" means an agreement, substantially in the form of the
      Pro Forma Country Agreement to be entered into pursuant to this Agreement
      by a Participating Affiliate and Exult Participating Affiliate in relation
      to the provision of Services to that Participating Affiliate and any other
      BPA Affiliates and/or Affiliates specified therein;


      "COUNTRY COMMENCEMENT DATE" means, in relation to each Country Agreement,
      the date on which such agreement is executed;


      "COUNTRY OBLIGATION" means an obligation of any of the parties to a
      Country Agreement as set out in that Country Agreement;


      "COUNTRY REPRESENTATIVES" means the representatives appointed by each of
      BPA and Exult or the Participating Affiliates and the Exult Participating
      Affiliates in accordance with and having the responsibilities referred to
      in the Global Governance Plan and the Country Agreements and

      "COUNTRY REPRESENTATIVE" means any one of them;


      "CSC AVERAGE CHARGE" means the aggregate of the Average Charges payable by
      all Participating Affiliates within a CSC Group.


      "CSC GROUP" means those Participating Affiliates that 1) have entered into
      Country Agreement under which such Participating Affiliates are receiving
      Services from a common Client Service centre and 2) which the Regional
      Governance Panel agrees should be grouped together for the purposes of
      Clause 18 (Contract Minimums).


      "CSC PROJECTED CHARGE" means the aggregate of the Projected Monthly
      Charges payable by all Participating Affiliates within a CSC Group.


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


      "DISPUTE" means any dispute, controversy or claim arising under this
      Agreement and/or any Country Agreement between the parties to the relevant
      agreement;


      "DISPUTE RESOLUTION PROCEDURE" means the procedure which the parties agree
      should be used to resolve Disputes as set out in Clause 25 (Dispute
      Resolution) of this Agreement;


      "DUE DILIGENCE COSTS" has the meaning set forth in Schedule C (Charges and
      Invoicing);


      "DUE DILIGENCE EXERCISE" means the exercise carried out in relation to
      each Country in accordance with Schedule G of the Framework Agreement
      which includes the production of the Due Diligence Report;


      "DUE DILIGENCE REPORT" means the report produced in relation to each
      Country Agreement as a result of the Due Diligence Exercise;



                                      -47-
<PAGE>   49

      "EARLY TERMINATION CHARGES" has the meaning set forth in Schedule C
      (Charges and Invoicing);


      "EFFECTIVE DATE" means, in relation to each Country Agreement, 00.01 a.m.
      local time on the date on which Exult Participating Affiliate is first
      required to provide the Services or part thereof pursuant to the relevant
      Country Agreement;


      "EMPLOYEE" means any employee of Exult or an Exult Participating Affiliate
      employed from time to time for the purposes of performing Exult's or an
      Exult Participating Affiliate's obligations under this Agreement or a
      Country 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 and EMU Compliant shall
      be construed accordingly;


      "EXISTING EXULT RETURN" has the meaning set out in Clause 5.3.5
      (Significant Change);


      "EXISTING FINANCIAL POSITION" has the meaning ascribed to it in Clause
      5.3.5 (Significant Change);


      "EXISTING GUARANTEED MINIMUM SAVINGS" has the meaning ascribed to it in
      Clause 5.3.5 (Significant Change);


      "EXPIRY DATE" means the date which is the seventh anniversary of the
      Commencement Date;


      "EXPERT" has the meaning ascribed to it in Clause 25.2.1 (Dispute
      Resolution);


      "EXPERT'S DECISION" means the decision of the Expert pursuant to the
      Dispute Resolution Procedure described in Clause 25.2 (Dispute
      Resolution);


      "EXULT AFFILIATE" means any company, partnership or other entity which is
      from time to time directly or indirectly controlled by Exult 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 IT DOMAIN" has the meaning ascribed to it in Schedule A
      (Services)."EXULT GLOBAL COMMERCIAL CONTRACT LEADER" means the individual
      appointed by Exult in accordance with and having the responsibilities
      referred to in the Global Governance Arrangements;


      "EXULT INTELLECTUAL PROPERTY" means as defined in Clause 13.2
      (Intellectual Property Rights);



                                      -48-
<PAGE>   50

      "EXULT PARTICIPATING AFFILIATES" means the EXULT AFFILIATES or if
      appropriate Exult which enter into Country Agreements and "EXULT
      PARTICIPATING AFFILIATE" means any one of them;


      "EXULT PERSONNEL" means officers, employees, agents and Subcontractors of
      Exult and/or each Exult Participating Affiliate;


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


      "EXULT RETURN" means Exult's percentage return on cost calculated in
      accordance with the methodology set out in Schedule C (Charges and
      Invoicing);


      "EXULT'S NET EQUITY VALUE" means the amount equal to Exult's assets less
      its liabilities calculated in accordance with US GAAP as determined in
      accordance with Exult's internally prepared financial statements prepared
      in accordance with US GAAP;


      "EXULT SYSTEMS" means Systems used in the provision of the Services in
      which Exult or Exult Participating Affiliate 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 licences, but
      excluding contracts relating to employment, entered into by, assigned to
      or novated to Exult or an Exult 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 employees) provided that failure by BPA or a BPA
      Affiliate to obtain European Works Council approval or the approval of any
      works council in respect of any Country Agreement or being prevented by
      any events beyond its reasonable control from paying any monies due and
      payable under this Agreement shall not be force majeure;


      "FRAMEWORK SERVICES" means the services provided by Exult under this
      Agreement, including those in connection with the carrying out of the Due
      Diligence Exercise in each Country;


      "FUTURE SYSTEMS" means Systems created by Exult or Exult Affiliate, or
      which Exult or Exult Participating Affiliate procured to be created, in
      fulfilling Exult's or the Exult Participating Affiliate's obligations
      under this Agreement or any Country Agreement as the case may be during
      the term of this Agreement and provided to BPA and/or BPA Affiliates or
      used in the provision of the Services;



                                      -49-
<PAGE>   51

      "FRAMEWORK WORK PRODUCT" means documents or reports whether or not in
      electronic form produced for delivery to BPA and/or the Participating
      Affiliates as part of the Framework Services and/or fulfilling the
      obligations of Exult and/or any Exult Participating Affiliate under this
      Agreement but excluding Future Systems and the Exult Systems;


      "GENERAL TRANSITION PLAN" means the indicative plan for managing the
      assumption by Exult and/or the Exult Affiliates of the provision of the
      Services including the timetable for carrying out the Due Diligence
      Exercises and entering into Country Agreements as set out in Schedule G
      (Transition Plan) as may be amended from time to time pursuant to this
      Agreement or by agreement between BPA and Exult;


      "GENERAL WINDING UP PLAN" means the plan to co-ordinate the transitioning
      [***]* of the Services provided under the Country Agreements and implement
      the Winding-up Plan for each Country Agreement, to be established in
      accordance with Clause 12 (Consequences of Termination);


      "GLOBAL COMMERCIAL REPRESENTATIVE" means that person notified as such by
      BPA to Exult from time to time;


      "GLOBAL GOVERNANCE ARRANGEMENTS" means the policies and procedures for
      managing the Agreement, Country Agreements and the provision of the
      Services as set out in Schedule P (Global Governance Arrangements);


      "GLOBAL GOVERNANCE PANEL" means the body made up of representatives from
      BPA and Exult established in accordance with and having the
      responsibilities referred to in the Global Governance Arrangements;


      "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;


      "GROUP OF COUNTRIES" means [***]* Countries that the parties agree should
      be grouped together for evaluation to seek to maximise synergies, such
      Countries being either subject to a Country Agreement or subject to
      concurrent Due Diligence Exercises;


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


      "INDEMNIFIED PARTY" has the meaning attributed to it in Clause 21.5.1
      (Dispute Resolution);


      "INDEMNIFYING PARTY" has the meaning attributed to it in Clause 21.5.1
      (Dispute Resolution);


      "INDEPENDENT BUSINESS" means any business unit within a Country designated
      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.



                                      -50-
<PAGE>   52

      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 BPA main stream support services
      in that Country.


      "INDEMNIFIED BPA PARTY" has the meaning ascribed to it in Clause 21.1.


      "INDEMNIFIED EXULT PARTY" has the meaning ascribed to it in Clause 21.2.


      "INTELLECTUAL PROPERTY" means patents, trade marks, service marks,
      copyrights, topography rights, database right, 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;


      "ISSUER" has the meaning ascribed to it in Clause 23.1 (Letter of Credit);


      "KEY COUNTRIES" means the United Kingdom and the United States and Key
      Country shall be construed accordingly;


       "KPIs" means, in respect of each Country Agreement, the key performance
      indicators an indicative list of which is set out in the Pro Forma Country
      as may be modified following the Due Diligence Exercise for each Country
      Agreement and "KPI" means any one of them;


      "LETTER OF CREDIT" has the meaning ascribed to it in Clause 23.1 (Letter
      of Credit);


      "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 human resources services provided to the Client and
      achieve the Guaranteed Minimum Savings.


      "LOI" means the Letter of Intent entered into between the parties dated 28
      May 1999;


      "LOSSES" means all losses, liabilities, costs (including legal costs),
      charges, expenses, actions, procedures, claims, demands and damages
      (including the amount of damages awarded by a court of competent
      jurisdiction);


      "PARTICIPATING AFFILIATES" means the BPA Affiliates which will receive the
      Services from the Exult Participating Affiliates and "PARTICIPATING
      AFFILIATE" mean any one of them;


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


      "PRO FORMA COUNTRY AGREEMENT" means the agreement set out in Schedule N
      (Pro Forma Country Agreement);


      "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 Additional
      Services Charge as defined in Schedule C (Charges and Invoicing).



                                      -51-
<PAGE>   53

      "QUALITY CONTROL DOCUMENT" means the summary document to be prepared by
      Exult in accordance with Clause 5.4.8 (BPA Controls) which sets out the
      basis on which Exult will apply the Controls to the provision of the
      Services;


      "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 Exult; or


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


      "REGIONAL GOVERNANCE PANEL" means the body made up of representatives from
      BPA and Exult established in accordance with and having responsibilities
      referred to in the Global Governance Arrangements;


      "REGIONAL STEERING COMMITTEE" means the body made up of representatives
      from BPA and Exult established in accordance with and having the
      responsibilities referred to in the Global Governance Arrangements;


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


      "SCS DUE DILIGENCE REVIEW" has the meaning attributed to it in Clause
      5.3.4 (Significant Change);


      "SENSITIVE SERVICES" means those services in the nature of the Services
      which are considered by BPA or BPA Affiliates to be of a sensitive nature
      in that they represent a significant risk to the reputation or ongoing
      business of BPA or BPA Affiliates or if the nature of the services are
      such that they could, in BPA's or BPA Affiliate's view, potentially expose
      BPA or BPA 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 BPA or any BPA Affiliates;


      "SERVICE CREDIT" means an amount payable by Exult Participating Affiliate
      to BPA Participating Affiliate under a Country Agreement in respect of a
      KPI Failure;


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


      "SERVICE LEVEL" means the level to which the Services are to be provided
      as set out in Schedule B (Service Levels) of the Pro Forma Country
      Agreement;


      "SERVICES" means the human resource management services described in
      Schedule A (as modified pursuant to the Change Control Management process)
      to be provided by an Exult Participating Affiliate to the Participating
      Affiliates in accordance with the Country Agreements;



                                      -52-
<PAGE>   54

      "SIGNIFICANT CHANGE" has the meaning attributed to it in Clause 5.3
      (Significant Change);


      "SIGNIFICANT CHANGE SERVICES" has the meaning attributed to it in Clause
      5.3 (Significant Change);


      "SUBCONTRACTOR" means any subcontractor (including those listed in
      Schedule M (Approved Exult Subcontractors) of the Pro Forma Country
      Agreement of Exult or Exult Participating Affiliate engaged from time to
      time in accordance with Clause 10 (Assignment and Subcontracting) for the
      purposes of performing any part of Exult's or Exult Participating
      Affiliate's obligations under this Agreement or a Country Agreement;


      "SUCCESSOR OPERATOR" means the entity not being Exult Participating
      Affiliate (which may include BPA or BPA Affiliates) succeeding any Exult
      Participating Affiliate in the provision or operation of all or any of the
      Services;


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


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


      "THIRD PARTY CONTRACTS" means any contracts including licences, but
      excluding contracts relating to employment, entered into by BPA, or BPA
      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 Effective Date as identified in each Country Agreement;


      "THIRD PARTY SYSTEMS" means any Systems in which the Intellectual Property
      is owned by a third party which BPA, or BPA Affiliates have been granted a
      licence to use and which are required to be used by the Exult
      Participating Affiliates to provide the Services as identified in each
      Country Agreement;


      "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;


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


      "VALIDATION EXERCISE" means the exercise to be carried out in accordance
      with Part 2 of Schedule G (Transition Plan);


      "WINDING UP PLAN" means the winding up plan to be developed in accordance
      with the provisions of the Country Agreements;



                                      -53-
<PAGE>   55

      "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 documents or reports whether or not in electronic
      form produced for delivery to BPA and/or the Participating Affiliates as
      part of the Services and/or fulfilling the obligations of Exult and/or any
      Exult Participating Affiliate under this Agreement or any Country
      Agreement but excluding Future Systems and the Exult Systems; and


      "YEAR" means each consecutive period of 12 months commencing on the date
      of the Commencement Date.


      "YEAR 2000 COMPLIANCE" 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".



                                      -54-
<PAGE>   56

                                    CONTENTS



<TABLE>
<CAPTION>
CLAUSE       HEADING                                                                    PAGE
<S>          <C>                                                                        <C>

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


2            Structure of Framework Arrangement and Country Take On.......................2


3            Term.........................................................................5


4            Due Diligence................................................................6


5            Services.....................................................................7


6            Obligations to Procure Affiliates' Performance..............................11


7            Exclusivity.................................................................11


8            Transfer Arrangements.......................................................13


9            Payments....................................................................13


10           Assignment and Subcontracting...............................................14


11           Termination.................................................................14


12           Consequences of Termination.................................................16


13           Intellectual Property Rights................................................17


14           Confidentiality.............................................................18


15           Data Protection and Data Security...........................................19


16           Contract and Service Management.............................................19


17           Audit Rights................................................................20


18           Contract Minimums...........................................................20


19           Warranties..................................................................21


20           Limitation of Liability.....................................................22


21           Indemnities.................................................................24


22           Insurance...................................................................30
</TABLE>



                                      -i-
<PAGE>   57

<TABLE>
<S>          <C>                                                                        <C>
Letter of Credit.........................................................................31


24           Recovery of Damage Awards...................................................33


25           Dispute Resolution..........................................................33


26           Force Majeure...............................................................36


27           BPA Framework Affiliates....................................................37


28           General Terms...............................................................37
</TABLE>



                                      -ii-
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                               FRAMEWORK AGREEMENT


                                   SCHEDULE A


                                SCOPE OF SERVICES





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                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----

1  INTRODUCTION............................................................ 1

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

   A  Training............................................................. 2

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

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

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

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

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

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

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

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

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

   K  Vendor Administration................................................ 3

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

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

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

   O  Severance............................................................ 4

   P  Performance Management............................................... 4

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

   R  HR Information Technology ("HRIT")................................... 5


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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 or the Exult
  Participating Affiliate where appropriate; BPA shall mean BPA or the
  BPA Participating Affiliate 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 [***]* The
  responsibilities within each of the Processes shall be provided to
  similar groups of BPA employees and other constituents, as provided by
  BPA during the 12-month period prior to the applicable Process Take On
  Date.

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

                                         Table Legend
                                   -----------------------
                            X      Performs Responsibility
                            A              Approves


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

  A TRAINING

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


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

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

    [***]*

  B ORGANISATION DEVELOPMENT

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

    [***]*

  C HR STRATEGY

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

    [***]*

  D LABOUR RELATIONS

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

    [***]*

  E EXPATRIATE RELOCATION AND ADMINISTRATION

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

    [***]*

  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.

    [***]*

------------------
*  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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  G BENEFITS

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

    [***]*

  H COMPENSATION

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

    [***]*

  I EMPLOYEE RELATIONS

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

    [***]*

  J COMPLIANCE

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

    [***]*

  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.

    [***]*


------------------
*  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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  L PAYROLL

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

    [***]*

  M EMPLOYEE DEVELOPMENT

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

    [***]*

  N RESOURCING/RECRUITING

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

    [***]*

  O SEVERANCE

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

    [***]*

  P PERFORMANCE MANAGEMENT

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

    [***]*

  Q DOMESTIC RELOCATION ADMINISTRATION

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

    [***]*

  R HR INFORMATION TECHNOLOGY ("HRIT")

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

    [***]*

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


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                               FRAMEWORK AGREEMENT


                                   SCHEDULE B


                                 SERVICE LEVELS




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                                TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----

1  INTRODUCTION............................................................. 1

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

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

4  SERVICE CREDITS.......................................................... 3



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                                   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. Change Control Management shall be used to assess and agree to
  what changes shall be made to the Service Levels, including KPIs, to account
  for the impact of the Transition to Leveraged Operations.

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

2 PRINCIPLES GOVERNING SERVICE LEVELS

  2.1 Service Levels shall be used to measure Exult's performance of the
      Services set out in the Agreement, Schedule A, Scope of Services.

  2.2 Service Levels shall be based on objective and clearly defined measurable
      criteria.

  2.3 A limited number of Service Levels shall be designated as KPIs.

  2.4 Service Levels shall be identified on a global basis and measured on a
      Country basis.

  2.5 Service Levels are designed to measure satisfaction, quality and cost
      issues that are clearly identifiable by the BPA Participating Affiliates
      business users.

  2.6 All Service Levels are subject to BPA and the BPA Participating Affiliates
      performing their obligations and responsibilities under this Agreement and
      the Country Agreement(s).

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.


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  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.

  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 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.

  3.3 Reporting Service Levels

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

  3.4 Annual Service Levels Review

      3.4.1 Within 3 months of all 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.

      3.4.2 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: (i) recover a service credit as set forth in
      Schedule C and/or (ii) seek any other remedy set forth in the applicable
      Country 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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                               FRAMEWORK AGREEMENT


                                   SCHEDULE C


                              CHARGES AND INVOICING



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1  INTRODUCTION..............................................................  1

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

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

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

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

6  TRANSITION/TRANSFORMATION COSTS........................................... 15

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

8  AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS.. 16

9  CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT........... 16

10 IT INVESTMENTS............................................................ 16

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


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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

   (iv)  Defining the continuous improvement and best practice trends per
         Process that are requirements of the 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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   "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 the [***]*

   "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.

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


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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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   "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
   Categories "A" and "B".

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

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

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

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

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

        (i)   [***]*

        (ii)  [***]*

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:

              (i)   [***]*

              (ii)  [***]*

              (iii) [***]*


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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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        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 [***]*

        3.1.5 [***]*

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

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

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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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   3.4  ESTABLISHING BASELINE COSTS

        3.4.1 Client HR Costs

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

              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.

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

                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, the
                  transition to a single US payroll system.

                In the event of a dispute arising out of the classification of a
                Decrease in cost as not having been caused by Exult taking on
                the Services, the matter shall be referred to an Expert pursuant
                to Clause 24.2 of the Framework Agreement (Dispute Resolution
                Procedure). Unless the parties agree otherwise, all cost
                Decreases not classified as Decreases not caused by Exult taking
                on the Services shall form part of the [***]* cost savings
                realised by BPA as the result of Exult taking on the Process.

                The remaining Client HR Costs [***]* shall be considered to be
                the cost of providing Embedded Services.

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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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        3.4.3   Baseline Validation

                Baseline Validation will commence once the final Process Take On
                Date has occurred and prior to [***]* to establish the actual
                Baseline to be used for the remaining term of the Country
                Agreement. Baseline Validation will establish the Baseline and
                resultant Base Charge to be applied following the Guaranteed
                Minimum Savings Date.

                The Baseline Validation shall cover those items included in the
                Due Diligence Exercise as well as other costs or items the are
                identified subsequent to the Due Diligence Exercise. Baseline
                Validation shall also include validation of the remaining Client
                HR Costs including the merger and harmonisation costs associated
                with BP and Amoco. Exult shall have the option to carry out an
                audit at its own cost on the Client HR Costs established during
                Baseline Validation. Any disagreements about the findings of
                this audit may be referred to an Expert pursuant to Clause 24.2
                of the Framework Agreement (Dispute Resolution Procedure).

          3.4.4 [***]* Cost Validation

                 (i)  Principles relating to costs

                      [***]*

                      (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


------------
* 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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                      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 [***]*

      During Baseline Validation, the parties will reconcile the amounts
      invoiced in relation to each Process and the actual [***]* cost savings
      realised by BPA relating to that Process being taken on by Exult. If such
      actual costs are found to be:

      (i)   greater than the amounts invoiced by Exult, Exult shall submit an
            invoice for the difference (actual [***]* cost savings less the
            invoiced amount) .

      (ii)  less than the amounts invoiced by Exult, but greater than the
            Baseline Guarantee, Exult shall issue BPA a credit on the following
            month's invoice for the difference (invoiced amount less the actual
            [***]* cost savings).

      (iii) less than the amount invoiced by Exult and the Baseline Guarantee,
            Exult shall issue BPA a credit on the following month's invoice for
            an amount equal to the difference between the invoice amount and the
            Baseline Guarantee.

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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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                                   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 [***]* will be calculated [***]* during
              Baseline Validation.

                           GUARANTEED MINIMUM SAVINGS

                                  TABLE C-5.1.1

        [***]*

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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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        [***]*

        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 claculation
                    as follows:

                    (a) any increase or decrease in the Resource Volumes and the
                        IT Work Unit Volumes that has occurred during the
                        Contract Minimum Year; and

                    (b) to reflect an increase or decrease in the cost of
                        providing any new services or modifying the Services
                        agreed in accordance with the Change Control Management
                        process.

              (iii) The Base Charge for the following Contract Minimum Year
                    shall be calculated by adjusting the Base Charge as follows:

                    [***]*

        5.1.3 ARCs/RRCs

              ARCs will be used when the actual Resource Volumes in the current
              year exceed the upper threshold for Resource Volumes for the
              previous year. ARCs will be calculated by [***]*

              RRCs will be used when the actual Resource Unit in the current
              year is less than the lower threshold for Resource Volumes for the
              previous year. RRCs will be calculated by [***]*

              The ARC and RRC thresholds shall be established as part of the
              Baseline Validation.

              ARCs and RRCs will be reconciled and invoiced on an annual basis.
              ARCs and RRCs unit rates will be subject to inflation adjustments
              in accordance with Section 16.

              The ARC unit rates shall be agreed between the parties no later
              than the commencement of the Guaranteed Minimum Savings Date and
              will be [***]* The RRC unit rates will be agreed between the
              parties no later than the commencement of the Guaranteed Minimum
              Savings Date and will be [***]* For example, [***]*

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


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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
              or Term Vested Annuitants and number of Active Serviced Employees

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

              [***]*

              Charges based on the average number of Active Serviced Employees
              and Term Vested Annuitants shall include Benefits.

              The relevant employee database will be used to track Active
              Serviced Employees and Term Vested Annuitants as the master
              repository for Active Serviced Employee and Term Vested Annuitants
              information. When an Active Serviced Employee or Term Vested
              Annuitants is added or removed, the relevant employee database
              will be updated with this information. Charges based on the
              average number of Active Serviced Employees and Term Vested
              Annuitants will be derived from the weighted average number of
              Active Serviced Employees supported in BPA . Weighted average will
              be calculated by taking the number of Active Serviced Employees
              and Term Vested Annuitants (where applicable) for both the first
              and last day of the month and dividing by two (2).

              In addition to the Resource Volumes for Active Serviced Employee,
              HR Information Services will have limitations on the number of
              reports (as these requests will come through HR Information
              Services in support of multiple Processes). This will be dependent
              upon the level of staffing. Reports shall be included in the IT
              Work Units structure (as defined in Section 5.2.4 below)
              determined during Baseline Validation.

              In order to ensure that Exult can implement desired Process
              improvements and gain sharing while still providing flexibility in
              meeting BPA's needs, Payroll will be subject to two additional
              measurements beyond the Active Serviced Employee measurement.
              Manual cheques will be subject to a surcharge of [***]* per cheque
              and off-cycle Payroll runs shall be subject to an agreed
              surcharge.

        5.1.6 Service Charge Adjustments Based on the Average Number of Active
              Serviced Employees and Term Vested Annuitants

              If the weighted average actual number of Active Serviced Employees
              or Term Vested Annuitants varies above the Resource Volumes by
              [***]* then an

------------
* 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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              adjustment to the Base Charge shall be calculated. ARCs and RRCs
              shall be based on the entire variance from the Resource Baseline
              Volumes. Should the actual Active Serviced Employees and Term
              Vested Annuitants (where applicable) vary from the Resource Volume
              by [***]*, the parties will agree upon an equitable adjustment to
              the Base Charge.

        5.1.7 Charges Based on Direct Usage

              Charges based on the direct usage of each Process include the
              following functions:

              [***]*

        5.1.8 Adjustments to the Charges Based on Direct Usage

              Should the direct usage count vary from the Resource Volumes by
              [***]*, then an adjustment to the Base Charge shall be calculated.
              ARCs and RRCs adjustments shall be based on the entire variance
              from the Resource Volumes. If the parties agree [***]* is not the
              appropriate threshold to trigger an ARC or RRC adjustment, the
              threshold may change subject to agreement by both parties. Should
              the actual usage vary from the Resource Volume by [***]*, the
              parties will agree upon an equitable adjustment to the Base
              Charge. For those Processes based on number of standard reports,
              these Processes will be grouped together for ARC and RRC
              adjustments as they will not be identified by Process when a
              request for a report is placed by BPA.

        5.1.9 Project Charges

              For each Project identified in Schedule H, the charges for such
              Project will be agreed by the parties and set out in the
              applicable Project Statement. Unless otherwise agreed, Project
              Charges shall be based on a [***]* 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 [***]*

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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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        5.2.2 [***]*

        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, 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 prioritized by
              BPA. Exult shall perform small enhancements to the computer
              applications portfolio.

        5.2.5 IT Work Unit Volumes

              Exult and BPA shall consider the [***]* 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.


------------
* 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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                           CATALOGUE OF BPA WORK TYPES

<TABLE>
<CAPTION>

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

        Changes (Small)

        Regulatory Changes
        (Medium)

        Regulatory Changes (Large)

        Union Contract Changes

        Small Enhancements

        Upgrades

        YEAR 1 TOTAL
</TABLE>

        5.2.6 Definition of IT Work Unit Terms:

              "WORK TYPE" is a means to provide for a categorisation of the
              types of work that can be requested and is included in the IT Work
              Unit approach (eg, regulatory changes, small enhancements,
              upgrades).

              "NATURAL SIZE UNIT" is a means to define the size unit that best
              fits the work type that is discernible and measurable and can be
              audited. An IT organisation performs many different work types and
              each has its own "natural" sizing measure (eg, lines of code,
              function points, flat rate, Primitive Value).

              "PRIMITIVE VALUE" or "PV" represents the throughput necessary to
              complete the types of work in the BPA catalogue.

              "NUMBER REQUESTED" represents the total number for the Work Type
              Natural Size Unit for the year. In a Work Type where the Natural
              Size Unit is Primitive Value the Number Requested represents the
              number of the Work Types completed in a year.

              "WORK UNIT/SIZE UNIT" represents the IT Work Units computed for
              the Work Type.

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

              "IT WORK UNITS" represents the base standard for measuring the
              work performed by Exult HRIT staff in making specific HRIT
              application systems changes calculated in accordance with the IT
              Work Unit algorithm developed pursuant to Section 5.2.5.


------------
* 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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   5.3  [***]*

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

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.

------------
* 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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10 IT INVESTMENTS

   IT Investments shall fall into two types. The first type shall consist of
   those IT investments authorised by BPA. [***]* The second type shall consist
   of those IT investments that are intended to be for the benefit of multiple
   Exult clients. [***]*

   If the second type of investment will result in the Exult Actual Cost for
   [***]* exceeding the [***]* cost in the Baseline, Exult shall obtain approval
   from BPA, such approval not to be unreasonably withheld, prior to making such
   investment.

   [***]*

11 GAIN SHARING

   BPA and Exult shall participate in a gain sharing exercise for [***]* 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
        [***]* and [***]* 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


------------
* 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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   11.2 GAIN SHARING DISRIBUTION 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

[***]*

        11.3 GAIN SHARING EXAMPLE

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

[***]*

        11.4 SERVICE CREDITS CALCULATION

        KPIs are Service Levels that, when missed, are subject to Service
        Credits. Service Credits for KPIs will be weighted in accordance with
        Schedule B of this Agreement and will adjust the gain sharing
        distribution between BPA and Exult. The Service Credits shall be
        calculated on a Client Service Centre basis as part of gain sharing and
        credited to the respective Countries (as advised by BPA) on an annual
        basis.

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

   12.1 EXULT ACTUAL COST

        The following costs shall be subject to margin as part of gain sharing:

        [***]*

   12.2 OTHER COSTS

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

        [***]*

13 THIRD PARTY REVENUE

   Where the parties agree that third parties are permitted to market services
   to BPA employees using Exult's Web-enabled HR services portal, [***]*

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 [***]*

   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

        [***]*


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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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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 [***]*


------------
* 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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                                  TABLE C-16.1

                            CONTRACT MINIMUMS EXAMPLE

[***]*


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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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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.

   For the USA, inflation will be measured by the Bureau of Labor and Statistics
   (not seasonally adjusted) employment Cost Index (ECJ) for total compensation,
   private industry workers, service producing industries increases from the
   previous year.

   The adjustment for inflation for [***]* 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  [***]*

        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:

           [***]*

   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

------------
* 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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        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:

           [***]*

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

        o  Winding Up Assistance Costs; and

           [***]*

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

        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:

           [***]*


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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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                               FRAMEWORK AGREEMENT


                                   SCHEDULE G


                                 TRANSITION PLAN




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1 INTRODUCTION.............................................................   1


2 DUE DILIGENCE EXERCISE OVERVIEW..........................................   1


3 PRINCIPLES FOR DETERMINING GLOBAL DUE DILIGENCE EXERCISE AND
  COUNTRY TRANSITION PLANNING ACTIVITIES...................................   1


4 ILLUSTRATIVE GLOBAL DUE DILIGENCE SCHEDULE...............................   2


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                                   SCHEDULE G

                                 TRANSITION PLAN

1  INTRODUCTION

   This Schedule addresses the following issues:

   1.1 Due Diligence Exercise Overview - The general concept behind the Due
       Diligence Exercise.

   1.2 Due Diligence Exercise Approach - The guideline is for a sixty day Due
       Diligence Exercise to be performed for each applicable Country,
       concluding with signing of the Country Agreement.

   1.3 Principles for determining Global Due Diligence Exercise and Country
       Transition Planning Activities Rational to determine the Country
       sequencing and timing for inclusion into the Agreement.

   1.4 Global Due Diligence Exercise schedule - Schedule showing timing of the
       specific Country Due Diligence Exercise as agreed between both parties.

   1.5 Completion of post implementation review and incorporation of lessons
       learned.

2  DUE DILIGENCE EXERCISE OVERVIEW

   The Due Diligence Exercise will be conducted in a consistent manner and is
   comprised of the following key milestones: [***]*

3  PRINCIPLES FOR DETERMINING GLOBAL DUE DILIGENCE EXERCISE AND COUNTRY
   TRANSITION PLANNING ACTIVITIES

   3.1 Exult and Exult Participating Affiliates and BPA and BPA Participating
       Affiliates shall agree to a countries readiness to commence Due Diligence
       and shall make a recommendation to the Regional Governance Panel on how
       to proceed.

   3.2 The schedule for Country Due Diligence and transition shall be primarily
       determined based on the size of the active and in-active employee base
       and applicable non-employee population and the Country specific HR
       organisation.

   3.3 Exult and Exult Participating Affiliates and BPA and BPA Participating
       Affiliates shall assess a country's readiness for delivery, with
       particular attention given to a country's technology and application
       infrastructure.


--------------
*  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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--------------------------------------------------------------------------------

4  ILLUSTRATIVE GLOBAL DUE DILIGENCE SCHEDULE

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                       2000                            2001                           2002
     PRIMARY                  ----------------------  ----------------------------------------  ---------------
    SCHEDULING                JUN-   AUG-   OCT-   DEC-   FEB-   APR-   JUN-   AUG-   OCT-   DEC-   FEB-   APR-
    PRINCIPLES    COUNTRY     JUL    SEP    NOV    JAN    MAR    MAY    JUL    SEP    NOV    JAN    MAR    MAY
---------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
    SCHEDULE     COUNTRY A
     BASED
      UPON       COUNTRY B
    "TOTAL
    EMPLOYEE"    COUNTRY C
     COUNT
                 COUNTRY D

                 COUNTRY E

                 COUNTRY F

                 COUNTRY G

                 COUNTRY H

                 COUNTRY I
  -------------------------------------------------------------------------------------------------------------
    SCHEDULE     COUNTRY J
     AGREED
    BETWEEN      COUNTRY K
    PARTIES
                 COUNTRY L

                 COUNTRY M

                 COUNTRY N

                 COUNTRY O

                 COUNTRY P

                 COUNTRY Q

                 COUNTRY R

                 COUNTRY S

                 COUNTRY T

                 COUNTRY U

                 COUNTRY V

                 COUNTRY W

                 COUNTRY X

                 COUNTRY Y

                 COUNTRY Z

                 COUNTRY AA

                 COUNTRY AB

                 COUNTRY AC

                 COUNTRY AD

                 COUNTRY AE

                 COUNTRY AF

                 COUNTRY AG
---------------------------------------------------------------------------------------------------------------
</TABLE>

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<PAGE>   96
                                   SCHEDULE K

                          FORM OF THE LETTER OF CREDIT

To:


Attention:
cc:

Date:


Dear Sirs:

Irrevocable Standby Letter of Credit No.
Date:
Amount:

We are informed that you have entered into a framework agreement dated 1999 (as
amended from time to time (    ) with Exult, Inc. (     )/(the "FRAMEWORK
AGREEMENT") under which the Account Party will provide or procure its
affiliates to provide certain human resources management services to the
Beneficiary and certain of its affiliates.

We are informed that there are terms in the Framework Agreement requiring that
the Beneficiary receives a duly executed irrevocable Standby Letter of Credit
with a limit of the Maximum Liability (as defined below) to secure the
performance and compliance by the Account Party of its obligations under the
Framework Agreement.

1   By order and for account of the Account Party, we (      ) (the "ISSUER"),
    hereby open this Irrevocable Standby Letter of Credit in favour of the
    Beneficiary for the amount of up to [     ] million US Dollars ($      )
    in accordance with paragraph 4 below (the "MAXIMUM LIABILITY").

2   The Issuer unconditionally and irrevocably agrees with the Beneficiary that,
    within 10 Business Days after receipt by the Issuer of a written Demand on
    us in the form set out in Appendix 2, it will pay to the Beneficiary, in
    accordance with and subject to the terms of this Irrevocable Standby Letter
    of Credit and such Demand, the amount which is demanded for payment in the
    Demand, provided that such amount, when aggregated with all other amounts
    paid by the Issuer under this Irrevocable Standby Letter of Credit, does not
    exceed the Maximum Liability.

3   Multiple drawings are permitted under this Irrevocable Standby Letter of
    Credit, provided that the total of all amounts paid by the Issuer under this
    Irrevocable Standby Letter of Credit shall not exceed the Maximum Liability.

4   All payments to be made by the Issuer under or as contemplated by this
    Irrevocable Standby Letter of Credit shall be made free and clear of and
    without deduction of any taxes, levies, duties, charges, fees, deductions or
    withholding of any nature and shall be made without any set-off or
    counterclaim.

5   This Irrevocable Standby Letter of Credit shall automatically terminate on
    [DATE THAT IS TWO YEARS FROM DATE OF ISSUANCE].


--------------------------------------------------------------------------------
                                       1

<PAGE>   97

6   This Irrevocable Standby Letter of Credit sets forth in full the Issuer's
    undertaking, and such undertaking shall not in any way be modified, amended,
    amplified or limited by reference to any document, instrument or agreement
    referred to herein, except to the Uniform Customs (as defied below) and any
    such reference shall not be deemed to incorporate herein any document,
    instrument or agreement.

7   This Irrevocable Standby Letter of Credit is subject to the Uniform Customs
    and Practice for Documented Credits (1993 Revision), International Chamber
    of Commerce, Publication No. 500 (the "UNIFORM CUSTOMS").

8   This Irrevocable Standby Letter of Credit including Exhibits and Schedules
    hereto shall be deemed to be made under the laws of the State of New York
    and, as to matters not addressed by the Uniform Customs, is governed by the
    laws of New York State and, for the avoidance of doubt, the Issuer hereby
    knowingly and willingly waives Section 5-112 of the New York Uniform
    Commercial Code.


Yours faithfully


By:

Authorised Signatory



--------------------------------------------------------------------------------
                                       2
<PAGE>   98

                                   APPENDIX 1

                                   DEFINITIONS

"BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks are
open for commercial banking business in the City of Los Angeles, California,
USA.

"DEMAND" means a demand by the Beneficiary to the Issuer made under this
Irrevocable Standby Letter of Credit in the form set out in Appendix 2 of this
Irrevocable Standby Letter of Credit.



--------------------------------------------------------------------------------
                                       3

<PAGE>   99

                                   APPENDIX 2

                                 FORM OF DEMAND


                                   [        ]

                                                              Date


To:


Attention:
cc:


Dear Sirs:

                    Irrevocable Standby Letter of Credit No.
                                      Date:
                                     Amount:

We refer to the above Irrevocable Standby Letter of Credit in connection with
the Framework Agreement entered into between us and Exult, Inc. on          ,
as amended from time to time (the "FRAMEWORK AGREEMENT"). Terms defined in the
Irrevocable Standby Letter of Credit have the same meaning in this demand.

We certify that the Beneficiary is entitled to make Demand under this
Irrevocable Standby Letter of Credit in accordance with the terms of the
Framework Agreement.

Accordingly, we hereby demand payment of the sum of         dollars $
pursuant to the Irrevocable Standby Letter of Credit No.

Payment should be made to the following account:

Name:
Bank:
Account No:


                                              Yours faithfully,


insert applicable details or delete inapplicable part



--------------------------------------------------------------------------------
                                       4
<PAGE>   100
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                               FRAMEWORK AGREEMENT


                                   SCHEDULE L


                            CHANGE CONTROL MANAGEMENT




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

1. CHANGE REQUESTS........................................................... 1

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

3. EVALUATION OF THE PROPOSED CHANGE......................................... 2

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

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

6. REPORTING................................................................. 5





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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 and Exult Participating
        Affiliate 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 and Exult Participating Affiliate 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 and Exult Participating Affiliate'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.


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3.  EVALUATION OF THE PROPOSED CHANGE

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

    3.1 Operational Changes

        3.1.1 Operational Changes shall be implemented in accordance with the
              operational change control procedures and approved subject to
              section 5 of this Schedule.

    3.2 Changes to Client's Policies and Procedures

        3.2.1 Exult and Exult Participating Affiliate shall perform the impact
              analysis as described in Section 4.

        3.2.2 The Exult and Exult Participating Affiliate 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 and Exult Participating Affiliate in writing
                    to re-submit the Proposed Change stating which items of
                    information it is dissatisfied with, in which case Exult and
                    Exult Participating Affiliate 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 and Exult Participating Affiliate shall perform the impact
              analysis as described in Section 4.

        3.3.2 Exult and Exult Participating Affiliate shall prepare a Project
              Statement as set out in Schedule H.

        3.3.3 The Exult and Exult Participating Affiliate 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 and Exult Participating
                    Affiliate re-submit the Proposed Change and Project
                    Statement stating which items of information it is
                    dissatisfied with, and Exult and Exult Participating
                    Affiliate shall re-submit the Proposed Change and Project
                    Statement within a reasonable timeframe; or

              (iii) reject the Change Request in which case Exult and Exult
                    Participating Affiliate will not implement the Project.


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    3.4 Changes to the Agreement (as described in Section 2.4)

        3.4.1 Exult and Exult Participating Affiliate shall perform the impact
              analysis as described in Section 4.

        3.4.2 The Exult and Exult Participating Affiliate Country Representative
              shall submit the Proposed Change, including the impact analysis,
              to the Client Country Representative for approval subject to
              section 5 of this Schedule.

4. IMPACT ANALYSIS

   Upon determination of the classification of the Proposed Change, Exult and
   Exult Participating Affiliate shall provide, at its expense, [***]* or as
   otherwise agreed, an estimate of the time and cost that Exult and Exult
   Participating Affiliate proposes to charge to the Client to complete the
   impact analysis. The Client shall provide Exult and Exult Participating
   Affiliate, within 10 business days or as otherwise agreed, a decision as to
   whether to proceed with the impact analysis as estimated.

    4.1 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.

    4.2 If the Client Country Representative decides to proceed, Exult and Exult
        Participating Affiliate 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:

        4.2.1 [***]*

        4.2.2 [***]*

        4.2.3 [***]*

        4.2.4 [***]*

        4.2.5 [***]*

        4.2.6 [***]*

        4.2.7 [***]*

    4.3 In the case of Proposed Changes relating to Projects, Exult and Exult
        Participating Affiliate, in addition to the impact analysis shall,
        acting in good faith, provide the Client with the following information:

        4.3.1 whether Exult and Exult Participating Affiliate considers the
              Project to be technically feasible, and, if so, the estimated
              number, grade, qualification and experience of personnel required
              to provide the Project;

        4.3.2 the estimated number of days that would be required to be spent by
              each such person in order to provide the Project;


---------------
*  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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--------------------------------------------------------------------------------

        4.3.3 the estimated cost and timetable for implementation of the Project
              including the date of its completion;

        4.3.4 the anticipated impact, if any, on other aspects of the Services
              and operation of the Systems by the Client;

        4.3.5 the terms and conditions on which Exult and Exult Participating
              Affiliate 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

        4.3.6 any other information the Client may reasonably require in
              relation to the Project.

              [***]*

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 and Exult
        Participating Affiliate'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
   and Exult Participating Affiliate 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.


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

--------------------------------------------------------------------------------
FA Sch. L                               4                                  Exult
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<PAGE>   106

                                   SCHEDULE N



                                      Dated




                           BP AMOCO P.L.C. [AFFILIATE]

                                       and

                                EXULT [AFFILIATE]




                          COUNTRY AGREEMENT (PRO FORMA)


                                     [LOGO]
                                 One Silk Street
                                 London EC2Y 8HQ

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


<PAGE>   107
      PARTIES


      THIS AGREEMENT is made on [           ]


      BETWEEN:


(1)   [BP AMOCO AFFILIATE], a company incorporated under the [laws of [-]],
      whose principal office is at [[-]] ("CLIENT"); and

(2)   [EXULT AFFILIATE], a company incorporated under the laws of [-] whose
      principal office is at [-] ("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 [NAME OF RELEVANT
      COUNTRY].


      NOW IT IS HEREBY AGREED as follows:


1     DEFINITIONS AND INTERPRETATION


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


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


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


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


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


2     TERM


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



                                       2
<PAGE>   108

      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 Part 2 of Schedule O.
                     Such review will involve an assessment of the


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



                                       3
<PAGE>   109

                     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


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



                                       4
<PAGE>   110

                     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, operations, Systems and processing at facilities
                     used in the provision of the


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                     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

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                     as reasonably requested by the Client.


4     EXCLUSIVITY


      The parties acknowledge that Exult Supplier will have an exclusive right
      to offer to provide Services and Underlying Technology to the Client in
      [COUNTRY] 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    [***]* and


      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

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                     that this results from:


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


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


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


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


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



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<PAGE>   114
      6.2    CLIENT ASSETS


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


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


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


      6.3    EXULT SYSTEMS


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


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


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



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<PAGE>   115

                            account on substantially the same terms to those
                            contained in Clause 6.3.4;


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


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


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


      6.4    MISCELLANEOUS PROVISIONS RELATING TO THIRD PARTY CONTRACTS


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


             6.4.2   All charges and expenses arising from the Third Party
                     Contracts transferred (including Third Party HR Contracts
                     Transferred) to Exult Supplier (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



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<PAGE>   116

              not be practicable in all circumstances and have agreed that the
              following procedure shall apply to Third Party HR Contracts.


      7.2    THIRD PARTY CONTRACTS IN SCOPE


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


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


                     (ii)   [***]*


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


             7.2.3   [***]*


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


      7.3    TRANSFER OF THIRD PARTY HR CONTRACTS


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

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                            accordance with Schedule C and shall agree a
                            suitable Contract Transfer Plan; and


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


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


      7.4    ADMINISTRATION OF THIRD PARTY HR CONTRACTS


             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:


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

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


      7.7    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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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.



                                       14
<PAGE>   120


      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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<PAGE>   121
                     (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



                                       16
<PAGE>   122

             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 [***]* with respect to any
             audits carried out pursuant to this Clause 12.


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


      12.10  The audit rights contained in this Clause 12 shall survive the
             termination or expiry of this


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             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 a 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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                     [***]*


      14.2   TERMINATION FOR CONVENIENCE


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


      14.3   TERMINATION ON TERMINATION OF FRAMEWORK AGREEMENT


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


      14.4   TERMINATION ON NOTICE AFTER THE INITIAL PERIOD


             The Client may terminate this Agreement by giving [***]* 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


             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.


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      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.


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


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


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


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


16    WINDING UP ASSISTANCE


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


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


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


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      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.


      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


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                     respect of any loss it suffers pursuant to any termination
                     of this Agreement (i) as a result of Exult Supplier's
                     Default, pursuant to Clause 14.1; or (ii) pursuant to
                     Clause 14.3 on the termination of the Framework Agreement
                     as a result of Exult's Default.


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


      17.2   TERMINATION FOR CONVENIENCE PAYMENT


             17.2.1  In the event of the termination of this Agreement by the
                     Client pursuant to Clause 14.2 (Termination for
                     Convenience), the Client shall pay to Exult Supplier the
                     Early Termination Payment within [***]* 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


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                            of such Exult Third Party Contracts,

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


             17.3.2  TERMINATION FOR EXULT SUPPLIER'S DEFAULT


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


             17.3.3  TERMINATION FOR ANY OTHER REASON


                     On the termination of this Agreement for any reason other
                     than by the Client pursuant to Clause 14.1 (Termination on
                     Winding Up or Default) any financial consequences arising
                     or flowing from any Exult Third Party Contracts or the
                     termination of any such Exult Third Party Contract shall,
                     subject to Clause 17.3.4 (Mitigation) and Clause 17.3.5, be
                     borne in their entirety by the Client.


             17.3.4  MITIGATION


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


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


             17.3.6  EMPLOYEES


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


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      17.4   ASSETS


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


18    TRANSFER ARRANGEMENTS ON TERMINATION


      18.1   CLIENT PREMISES


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


      18.2   EXULT ASSETS


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



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             18.3.1  LICENCES

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


             18.3.2  ESCROW

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


             18.3.3  RETURN OF CLIENT SYSTEMS AND MATERIALS

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


      18.4   THIRD PARTY CONTRACTS


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



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             cost effective way of proceeding. Any such payment shall be
             charged as a Pass Through Cost.


19    INTELLECTUAL PROPERTY RIGHTS


      19.1   CLIENT INTELLECTUAL PROPERTY


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


      19.2   EXULT SUPPLIER INTELLECTUAL PROPERTY


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


      19.3   LICENCE OF CLIENT INTELLECTUAL PROPERTY


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



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


      19.7   ROYALTIES


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


      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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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




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             agree that no Confidential Information will be disclosed after the
             expiry or termination of this Agreement unless such Confidential
             Information comes within one of the exceptions in Clauses 20.1.1 to
             20.1.6.


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


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


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


21    DATA PROTECTION AND SECURITY


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


      21.2   Exult Supplier shall maintain the integrity of all Client
             Information and keep such 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>   136

             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


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


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      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


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                     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 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  [***]* and


             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   [***]* 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


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                                       33
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             reviewed under Clause 23.5 is or would be to reduce the Contract
             Minimum for the succeeding Contract Minimum Year by more than
             [***]* the matter will be referred by either party to the Regional
             Governance Panel under Clause 18 of the Framework Agreement
             (Contract Minimums) to reassess the impact of such reduction
             across the relevant CSC Group. The decision of the Regional
             Governance Panel (or Expert determination as the case may be) made
             pursuant to Clause 18 of the Framework Agreement shall be
             implemented hereunder.


24    WARRANTIES


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


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


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


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


             24.1.4  ASSURANCE Nothing contained in this Agreement will:


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


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


      24.2   YEAR 2000 AND EMU COMPLIANCE


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


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



                                       34
<PAGE>   140


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


      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



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


      25.3   Each party's aggregate liability to the other during the term of
             this Agreement for all claims arising out of this Agreement shall
             be limited to an amount equal to [***]* For the purposes of
             calculating the Charges under this Clause 25.3, [***]* provided
             that the limitation in this Clause 25.3 at any time shall not
             require the repayment of sums paid or payable in respect of claims
             in any earlier period.


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


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


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


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


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


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


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


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


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


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


             (vi)   Payment of Charges and Service Credits.


      25.9   Subject to Clauses 34.12 (Legal Proceedings) and 34.13 (Equitable
             Remedies) the parties recognise that damages are the only remedy
             available under this Agreement and, to the extent permissible by
             law, the limits under this Clause are the absolute limit


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             of each party's liability arising under or in connection with this
             Agreement. All other liability is expressly excluded.


      25.10  LIMITATIONS ON PARTICIPATING AFFILIATES' CLAIMS


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


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


                     (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:



                                       37
<PAGE>   143


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


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


             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



                                       38
<PAGE>   144

                     negligence of an Indemnified Exult Party;


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


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


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


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



                                       39
<PAGE>   145

                     same and, subject to being indemnified, at the request of
                     Exult Supplier, grant Exult Supplier sole conduct of the
                     claim and provide to Exult Supplier all reasonable
                     assistance in the conduct of the claim, provided that in
                     conducting the claim Exult Supplier shall minimise the
                     disruption to the business of BPA and the Participating
                     Affiliates, including the use of the Exult Supplier
                     Intellectual Property, as the case may be.


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


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


                     (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




                                       40
<PAGE>   146

                     rights of any third party.


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


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


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


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


             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




                                       41
<PAGE>   147

                     extent that the defence of such claim is prejudiced by such
                     failure if:


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


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


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


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


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



                                       42
<PAGE>   148


28    RECOVERY OF DAMAGE AWARDS


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


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


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


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


             28.2.3  If the Award is not paid pursuant to Clause 28.2.1 or
                     Clause 28.2.2, the Client shall provide Exult Supplier with
                     [***]* within which Exult Supplier shall pay the Award to
                     the Client.


             28.2.4  Subject to the provisions of Clause 23 of the Framework
                     Agreement (Letter of Credit), if the Award is not paid
                     pursuant to Clauses 28.2.1, 28.2.2 or 28.2.3 within the
                     expiry of the [***]* 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 recover any Award made in connection with indemnity provisions
             other than claims, obligations or Awards


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




                                       43
<PAGE>   149

             made in connection with Clauses 26.2.1 and 26.2.2.


29    DISPUTE RESOLUTION


      29.1   INFORMAL DISPUTE RESOLUTION


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


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


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


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


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


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



                                       44
<PAGE>   150


      29.2   EXPERT DECISION


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


                     (i)    the Institute of Electrical 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.



                                       45
<PAGE>   151


             29.3.2  The parties agree that:


                     (i)    the number of arbitrators shall be three;


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


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


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


30    FORCE MAJEURE


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


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


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



                                       46
<PAGE>   152

             this Agreement, in whole or in part, without the Client's prior
             written consent.


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


32    SUBCONTRACTING


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


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


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


      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.


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



                                       47
<PAGE>   153


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


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


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


33     PARTICIPATING AFFILIATES


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


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


34    GENERAL TERMS


      34.1   PUBLICITY


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


             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,



                                       48
<PAGE>   154

             (as appropriate) recognised express courier service or certified,
             registered, or first class mail. Any such notice shall be deemed
             given when actually received when so delivered personally, by fax
             or express courier, or if mailed, on the 5th day after its
             mailing, postage prepaid to the recipient party addressed as
             follows:


             In the case of the Client:


             [Country Representative]


             [address]Fax: [?]


             BPA Regional Representative


             [Address]


             In the case of Exult Supplier:


             Exult Country Representative


             4 Park Plaza
             Suite 350
             Irvine
             California 92614


             Fax:  (949) 250 8086


             Attention: [name]


             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


             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



                                       49
<PAGE>   155

                     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


             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.



                                       50
<PAGE>   156


      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


             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.



                                       51
<PAGE>   157


      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>   158
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>   159
                               INDEX TO SCHEDULES
                         TO COUNTRY PRO FORMA AGREEMENT


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>   160
                                   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>   161


      (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>   162


      "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 [Country]
      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>   163


      "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;


                                       58
<PAGE>   164
      "DEVELOPED SYSTEMS" has the meaning ascribed in Clause 19.8.1
      (Intellectual Property Rights);


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


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


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


      "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



                                       59
<PAGE>   165

      Clause 29.2 (Dispute Resolution);


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


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


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


      "EXULT AFFILIATE" means any company which is for the time being directly
      or indirectly controlled 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 INTELLECTUAL PROPERTY" has the meaning ascribed to it in
      Clause 19.2 (Intellectual Property Rights);


      "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 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



                                       60
<PAGE>   166

      respective agents, subcontractors, officers, directors and employees;


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


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


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



                                       61
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      "GUARANTEED MINIMUM SAVINGS" has the meaning ascribed to it in Schedule C
      (Charges and Invoicing);


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


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


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


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


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


      "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;



                                       62
<PAGE>   168


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


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


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


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


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


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


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



                                       63
<PAGE>   169


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


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


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


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


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



                                       64
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      "SALES TAXES" means any federal, national, state, local, sales, use,
      excise, utility, gross receipts, value added taxes, other similar
      tax-related charges and surcharges levied by any authorised tax authority,
      agency or government department;


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


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



                                       65
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      "SUCCESSOR OPERATOR" means the entity (which may include Client or any
      Client Affiliates) succeeding Exult Supplier in the provision or operation
      of all or any of the Services;


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


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


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



                                       66
<PAGE>   172


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


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


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


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


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



                                       67
<PAGE>   173
                                TABLE OF CONTENTS

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



                                       i
<PAGE>   174
<TABLE>
<S>                                                                                    <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.........................................................43


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


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


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


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


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


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




                                       ii
<PAGE>   175
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE A


                                SCOPE OF SERVICES


<PAGE>   176

                                TABLE OF CONTENTS



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


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


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


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


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


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


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


        F      HR Information Services  ("HRIS") (Employee Records).......................2


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


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


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


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


        K      Vendor Administration......................................................3


        L      Payroll....................................................................3


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


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


        O      Severance..................................................................4


        P      Performance Management.....................................................4


        Q      Domestic Relocation Administration.........................................4


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



                                       i
<PAGE>   177
                                   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 [***]* Schedule T identifies
        the BPA population, by Process, that shall receive the Services
        identified in this Schedule.


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



                               Table Legend

                       X      Performs Responsibility
                       A             Approves




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


        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
               materials includes traditional classroom, self-study,
               computer-aided training and third party training delivery
               mechanisms.


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



                                       1
<PAGE>   178

               [***]*

        B      ORGANISATION DEVELOPMENT


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


               [***]*

        C      HR STRATEGY


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


               [***]*

        D      LABOUR RELATIONS


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


               [***]*

               [***]*

        E      EXPATRIATE RELOCATION AND ADMINISTRATION


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


               [***]*


               [***]*

        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.


               [***]*


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



                                       2
<PAGE>   179

               [***]*

        G      BENEFITS


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


               [***]*


               [***]*

        H      COMPENSATION


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


               [***]*

        I      EMPLOYEE RELATIONS


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


               [***]*

        J      COMPLIANCE


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


               [***]*


               [***]*

        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

----------

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



                                       3
<PAGE>   180


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


               [***]*


               [***]*

        M      EMPLOYEE DEVELOPMENT


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


               [***]*


               [***]*

        N      RESOURCING/RECRUITING


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


               [***]*


               [***]*

        O      SEVERANCE


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


               [***]*


               [***]*

        P      PERFORMANCE MANAGEMENT


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


               [***]*


               [***]*

        Q      DOMESTIC RELOCATION ADMINISTRATION


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



                                       4
<PAGE>   181


               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.


               [***]*


               [***]*


               [***]*



                                       5
<PAGE>   182
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE B


                                 SERVICE LEVELS

<PAGE>   183
                                TABLE OF CONTENTS


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


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


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


4       SERVICE CREDITS......................................................................3
</TABLE>



                                       i
<PAGE>   184
                                   SCHEDULE B


                                 SERVICE LEVELS


1       INTRODUCTION


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


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


        1.1    Key Performance Indicators ("KPIs"):


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


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


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


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


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


2       PRINCIPLES GOVERNING SERVICE LEVELS


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


3       PROCESS


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


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


        3.1    KPI Surveys


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


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



                                       1
<PAGE>   185
               3.1.3  KPI Surveys Service Level Table


                      [***]*


        3.2    KPI Service Levels


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


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


               3.2.3  KPI Service Level Table


                      KPI Process Weighting for KPI Service Levels shall be
                      determined by the Client and identified within the Country
                      Agreement. [***]* Each KPI [***]* 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)


----------
* 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>   186

               information which can be generated from the normal operation of
               the Service Delivery Model and Systems without the need for extra
               development or modification to the Systems or Service Delivery
               Model. Any proposals for additional RSLs beyond the numerical
               limits set out above or for RSLs which do not fit into the
               category set out in the 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 maximum of [***]* 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.


               3.4.2  Reporting Service Levels Table (Illustrative)


                                          [***]*


        3.5    ANNUAL SERVICE LEVELS REVIEW


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


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


4       SERVICE CREDITS


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


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


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



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



                                       3
<PAGE>   187
                           COUNTRY PRO FORMA AGREEMENT


                                   SCHEDULE C


                              CHARGES AND INVOICING

<PAGE>   188
                                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.....................................................15


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


8       AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS............16


9       CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT.....................16


10      IT INVESTMENTS......................................................................16


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


12      CLASSIFICATION OF EXPENSE ITEMS SUBJECT TO MARGIN VERSUS PASS-THROUGH...............18


13      THIRD PARTY REVENUE.................................................................18


14      INVOICING...........................................................................18


15      TRANSFER OF ASSETS..................................................................19


16      CONTRACT MINIMUMS...................................................................19


17      INFLATION...........................................................................22


18      EARLY TERMINATION PAYMENT...........................................................22
</TABLE>




                                       i
<PAGE>   189
                                   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 [***]*


        "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 ;


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



                                       1
<PAGE>   190
               or


        (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



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



                                       2
<PAGE>   191

        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.


        "% 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
        Categories "A" and "B".


        "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:


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               3.1.1  Subject to Sections 5.1.3 (ARCs/RRCs), 17 (Inflation) and
                      agreed Changes, Exult's charges shall not:


                      [***]*


               3.1.2  Exult's charges shall be based upon BPA's Initial Baseline
                      and Baseline, 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 parties will work together to ensure
                      that all in-scope BPA employee costs are identified so
                      that the Initial Base Charges calculated in accordance
                      with Sections 4 and 5, [***]*


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


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


        3.2    CATEGORIES OF COST


               The charging mechanisms will be based on cost categories related
               to the Services. BPA's costs will be broken down into three main
               categories:


               -      Category "A" costs are [***]*


               -      Category "B" costs are [***]*


               -      Category "C" costs are [***]*


               [***]* BPA shall receive Guaranteed Minimum Savings, shown in
               Table C-5.1.1, from


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                                       4
<PAGE>   193
               Exult [***]*


        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. [***]* The 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


               3.4.1  Client HR Costs


                      The Client HR Costs shall be established by BPA during
                      each Country Due Diligence Exercise. The Client HR Costs
                      will be used to determine the actual [***]* cost savings
                      realised by BPA as the result of the Process being taken
                      on by Exult. [***]*, BPA will establish the numbers of HR
                      staff and designate each staff member with the following
                      categories:


                      -      In-Scope employees.


                      -      Embedded Services HR staff.


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


                      -      Staff whose status is still to be determined.


                      -      Other staff associated with identified projects


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


                      [***]*


               3.4.2  Adjustments to Client HR Costs


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


                      A      Increases


                             Increases in costs shall include the following
                             activities:


                             -      An increase in compensation or other Total
                                    Labour Related


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<PAGE>   194

                                    Costs.


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


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


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


                             -      Anticipated adjustments agreed by parties.


                      B      Decreases


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


                             -      Savings in providing Embedded Services
                                    resulting from non-Exult activities such as
                                    using one HR advisor across more than one
                                    business unit where two or more advisors
                                    were used previously.


                             -      Savings as a result of a reduction in
                                    services provided by Embedded Services staff
                                    such as the elimination of Organisational
                                    Developmental services at a particular
                                    business unit.


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


                             -      Divestitures.


                             -      Replacement of Embedded Services staff with
                                    less expensive staff.


                             -      Savings related to the harmonisation and
                                    merger of BP and Amoco. Such savings
                                    include, but are not limited to, 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



                                       6
<PAGE>   195

                             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


                      Baseline Validation will commence once the final Process
                      Take On Date has occurred and prior to [***]* to establish
                      the actual Baseline to be used for the remaining term of
                      the Country Agreement. Baseline Validation will establish
                      the Baseline and resultant Base Charge to be applied
                      following the Guaranteed Minimum Savings Date.


                      The Baseline Validation shall cover those items included
                      in the Due Diligence Exercise as well as other costs or
                      items the are identified subsequent to the Due Diligence
                      Exercise. Baseline Validation shall also include
                      validation of the remaining Client HR Costs including the
                      merger and harmonisation costs associated with BP and
                      Amoco. Exult shall have the option to carry out an audit
                      at its own cost on the Client HR Costs established during
                      Baseline Validation. Any disagreements about the findings
                      of this audit may be referred to an Expert pursuant to
                      Clause 24.2 of the Framework Agreement (Dispute Resolution
                      Procedure).


               3.4.4  [***]* Cost Validation


                      (i)    Principles relating to costs


                             The principles underlying the Exult Actual Cost
                             [***]* are:


                             (a)    Exult will use technology to assist it in
                                    providing the Guaranteed Minimum Savings


                             (b)    Exult intends to automate relevant
                                    transactional processes and allow BPA
                                    employee access through the implementation
                                    of internet-enabled HR support by using
                                    Client Service Centres (including the
                                    integration of HR transactional processing
                                    support), knowledge and case management,
                                    workflow and data warehousing technology;


                             (c)    Exult's use of technology will continue to
                                    evolve as opportunities to use technology
                                    effectively are identified during the term
                                    of the Country Agreement;


                             (d)    Exult shall not unreasonably be prevented
                                    from using technological innovations;


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<PAGE>   196


                             (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
                      agreed and included in the Baseline Validation and such
                      estimate will be subject to further validation on the
                      completion of the merger and harmonisation activity. Both
                      parties shall make reasonable efforts to validate these
                      actual and budgeted costs. This shall include, where
                      possible, the parties comparing individual cost items on a
                      like-for-like basis. BPA's [***]* costs will need to be
                      adjusted to match the changes in technology used by Exult
                      to deliver the Services in order to achieve this
                      like-for-like comparison.


                      If the parties disagree with this comparison of [***]*
                      costs, the matter shall be referred to an Expert pursuant
                      to Clause 24.2 of the Framework Agreement (Dispute
                      Resolution Procedure).


               3.4.7  Resource Volumes


                      Prior to the Process Take On Date the Resource Volumes for
                      the relevant process shall also be established.


               3.4.8  [***]* Costs


                      [***]* Costs shall also be validated as part of the
                      Baseline Validation. The [***]* Costs shall go through a
                      review process to establish an agreed cost projection from
                      the third month following the Country Commencement Date
                      until the end of month fourteen. [***]* Costs shall be
                      tracked by Exult and reconciled with BPA [***]* following
                      the Country Commencement Date.


4       CHARGING METHODOLOGY PRIOR TO THE GUARANTEED MINIMUM SAVINGS DATE


        Prior to the Guaranteed Minimum Savings Date and following the first
        Process Take On Date, charges from Exult shall be based on the Initial
        Base Charges.


        4.1    CALCULATION OF THE INITIAL BASE CHARGES


               Prior to the signature of each Country Agreement, Exult shall
               provide the Baseline Guarantee for each Process. BPA shall pay to
               Exult following each Process Take On Date the Initial Base
               Charges which shall be an amount equal [***]*:


               (i)    [***]*


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<PAGE>   197


               During Baseline Validation, the parties will reconcile the
               amounts invoiced in relation to each Process and the actual
               [***]* cost savings realised by BPA relating to that Process
               being taken on by Exult. If such actual costs are found to be:


               (i)    greater than the amounts invoiced by Exult, Exult shall
                      submit an invoice for the difference (actual [***]* cost
                      savings less the invoiced amount) .


               (ii)   less than the amounts invoiced by Exult, but greater than
                      the Baseline Guarantee, Exult shall issue BPA a credit on
                      the following month's invoice for the difference (invoiced
                      amount less the actual [***]* cost savings).


               (iii)  less than the amount invoiced by Exult and the Baseline
                      Guarantee, Exult shall issue BPA a credit on the following
                      month's invoice for an amount equal to the difference
                      between the invoice amount and the Baseline Guarantee.


                                   TABLE C-4.1

                       BASELINE GUARANTEE FOR THE COUNTRY

                                     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 Country is equal to $[***]*


        If a Process is taken on prior to the completion of the Client HR Costs,
        the Initial Base Charges shall be equal to the Baseline Guarantee and
        reconciled at the end of the year for applicable costs exceeding the
        Baseline Guarantee.


        If a Process Take On Date is extended for more than 30 days, the parties
        shall establish a panel with equal number of members from each party to
        meet over a period of 30 days in order to decide the cause for such
        delay. [***]*


        Where the parties cannot agree which party caused a particular Process
        Take On Date to be delayed, a payment or credit can still be agreed by
        the panel although either or both parties may reserve the right to
        review the cause for any such delays during Baseline Validation and to
        refer any such disputes to the Informal Dispute Resolution Procedure
        pursuant to Clause 24.1 of the Framework Agreement, and if the parties
        are still unable to resolve such dispute, the matter shall be referred
        to an Arbitrator pursuant to Clause 24.3 of the Framework Agreement.


5       CHARGING METHODOLOGY FOLLOWING THE GUARANTEED MINIMUM SAVINGS


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<PAGE>   198


        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 [***]*


                           GUARANTEED MINIMUM SAVINGS

                                  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 claculation 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:


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<PAGE>   199


                             [***]*


               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 [***]*. The RRC unit rates will be agreed
                      between the parties no later than the commencement of the
                      Guaranteed Minimum Savings Date and will be [***]* For
                      example, [***]*


               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


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<PAGE>   200


                      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 [***]*,
                      the parties will agree upon an equitable adjustment to the
                      Base Charge.


               5.1.7  Charges Based on Direct Usage


                      Charges based on the direct usage of each Process include
                      the following functions:


                      [***.]*


               5.1.8  Adjustments to the Charges Based on Direct Usage


                      Should the direct usage count vary from the Resource
                      Volumes by [***]*, then an adjustment to the Base Charge
                      shall be calculated. ARCs and RRCs adjustments shall be
                      based on the entire variance from the Resource Volumes. If
                      the parties agree [***]* is not the appropriate threshold
                      to trigger an ARC or RRC adjustment, the threshold may
                      change subject to agreement by both parties. Should the
                      actual usage vary from the Resource Volume by [***]*, the
                      parties will agree upon an equitable adjustment to the
                      Base Charge. For those Processes based on number of
                      standard reports, these Processes will be grouped together
                      for ARC and RRC adjustments as they will not be identified
                      by Process when a request for a report is placed by BPA.


               5.1.9  Project Charges


                      For each Project identified in Schedule H, the charges for
                      such Project will be agreed by the parties and set out in
                      the applicable Project Statement. Unless



                                       12
<PAGE>   201

                      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  Category B Base Charge will include [***]*:


                      [***]*


               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, 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.


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                      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 prioritised by BPA. Exult shall perform
                      small enhancements to the computer applications portfolio.


               5.2.5  IT Work Unit Volumes


                      Exult and BPA shall consider the first [***]* 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>
                                         NATURAL        NUMBER      WORK UNIT /     ANNUAL WORK
                  WORK TYPE             SIZE UNIT     REQUESTED      SIZE UNIT         UNITS
                  ---------             ---------     ---------      ---------         -----
<S>                                     <C>           <C>           <C>             <C>
               Regulatory

               Changes (Small)

               Regulatory Changes
               (Medium)

               Regulatory Changes
               (Large)

               Union Contract
               Changes

               Small Enhancements

               Upgrades

               YEAR 1 TOTAL
</TABLE>


               5.2.6  Definition of IT Work Unit Terms:


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                      "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 (e.g., 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 (e.g., 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 [***]*


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 [***]*


        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


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



                                       15
<PAGE>   204

        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:


        -      [***]*


        Exult Centre of Excellence (COE) costs [***]* and recovered from
        available gain share before gain share is distributed. Following the
        Guaranteed Minimum Savings Date, indirect COE for the Country will be
        allocated at the lesser of:


        -      [***]*


        The Corporate Overhead/COE/Due Diligence costs allocation methodologies
        on actuals may be changed subject to agreement between the parties.


10      IT INVESTMENTS


        IT Investments shall fall into two types. The first type shall consist
        of those IT investments authorised by BPA. [***]* The second type shall
        consist of those IT investments that are intended to be for the benefit
        of multiple Exult clients.
        [***]*


        If the second type of investment will result in the Exult Actual Cost
        for [***]* exceeding the [***]* cost in the Baseline, Exult shall obtain
        approval from BPA, such approval not to be unreasonably withheld, prior
        to making such investment.


        [***]*


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



                                       16
<PAGE>   205


11      GAIN SHARING


        BPA and Exult shall participate in a gain sharing exercise for [***]*
        items. Gain sharing can only apply to [***]* once Guaranteed Minimum
        Savings have been realised. The Base Charge and Exult's actual costs for
        [***]* shall be used in quantifying the total amount of gain sharing to
        be allocated between BPA and Exult. Each charge Category will be handled
        differently under this gain sharing arrangement. [***]*


        11.1   GAIN SHARING METHOD BY CATEGORIES


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

[***]*

        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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                                       17
<PAGE>   206
            [***]*


        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

[***]*


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


        12.1   EXULT ACTUAL COST


               The following costs shall be subject to margin as part of gain
               sharing:


[***]*


        12.2   OTHER COSTS


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


                                  TABLE C-12.2

[***]*


13      THIRD PARTY REVENUE


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Exchange Commission.



                                       18
<PAGE>   207
        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 [***]*.


        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.


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



                                       19
<PAGE>   208
        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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redacted portion has been omitted and filed separately with the Securities and
Exchange Commission.



                                       20
<PAGE>   209
                                  TABLE C-16.1

                            CONTRACT MINIMUMS EXAMPLE

[***]*

1

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




                                       21
<PAGE>   210

17      INFLATION


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


        The adjustment for inflation for [***]* charges and associated ARCs and
        RRCs unit rates shall be subject to the percentage of Total Labour
        Related Costs going to Exult as shown in Table C-5.1.1.


        [***]*


        Exult's Actual Cost for [***]* for allowing increases with respect to
        cost increases greater than inflation, shall be set and measured at 90
        days following the final Process Take On Date.


18      EARLY TERMINATION PAYMENT


        18.1   Termination for convenience shall be calculated as:


               -      [***]*; and


               -      Winding Up Assistance Costs; and


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


               -      the remaining book value for the Assets as follows:


                      [***;]* and


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


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


                      [***]*


        18.2   Termination for Change of Control shall be calculated as:


               -      Winding Up Assistance Costs; and


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


               -      The remaining book value for the Assets as follows:


                      [***]* and

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


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




                                       22
<PAGE>   211

                      have not been transferred to BPA; and




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


                      [***]*


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


               -      Winding Up Assistance Costs; 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.



                                       23
<PAGE>   212
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE D


                              THIRD PARTY CONTRACTS

<PAGE>   213
                                   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

<TABLE>
<CAPTION>
                                 REFERENCE
   THIRD PARTY     CONTRACT      CONTRACT                            RETAINED
   CONTRACTOR     DESCRIPTION     NUMBER     TRANSFER   ADMINISTER    BY BPA    STATUS
   ----------     -----------     ------     --------   ----------    ------    ------
<S>               <C>            <C>         <C>        <C>          <C>        <C>

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

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

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

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</TABLE>


                                       1


<PAGE>   214

                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE E


                                     ASSETS

<PAGE>   215
                                   SCHEDULE E

                                     ASSETS


This schedule sets forth the Client Assets which may be used by Exult to provide
the Services and shall include details necessary to identify what the asset is,
its purpose and its location, to include as appropriate, id number, model,
hardware description, make, applications and location.



                                       1
<PAGE>   216
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE F


                                     SYSTEMS

<PAGE>   217
                                   SCHEDULE F


                                     SYSTEMS


This schedule sets forth the Third Party Systems which may be used by Exult to
provide the Services.



<TABLE>
<CAPTION>
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                                                              PLANNED
                                                              EXPIRY OR
APPLICATION AND                                               DISPOSITION
LICENSOR NAME       LICENSE     DESCRIPTION     PLATFORM      DATE            LOCATION
<S>                 <C>         <C>             <C>           <C>             <C>
---------------------------------------------------------------------------------------

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</TABLE>




                                       1
<PAGE>   218
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE G


                                 TRANSITION PLAN

<PAGE>   219
                                TABLE OF CONTENTS

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


2       VALIDATION EXERCISE..................................................................1


3       DETAILED WORK PLAN...................................................................1


4       TRANSITION APPROACH..................................................................1


5       PROCESS CHANGE MANAGEMENT AND COMMUNICATIONS.........................................2


6       TRANSITION PLAN SET UP PHASE.........................................................2


7       IN SITU PROCESS TAKE ON..............................................................2


8       LEVERAGED PROCESS TAKE ON............................................................3


9       [COUNTRY] TRANSITION SCHEDULE........................................................5
</TABLE>



                                       i

<PAGE>   220
                                   SCHEDULE G


                                 TRANSITION PLAN


1       INTRODUCTION


        This Schedule sets forth the Country Transition plan for conducting the
        Validation Exercise, the plan for the transition of the Services from
        the Client to the Exult Supplier and the approach to transition that
        shall be followed.


2       VALIDATION EXERCISE


        The Validation Exercise for each Process shall be conducted following
        the Commencement Date and conclude prior to the Process Take On Date.
        The Validation Exercise shall consist of validation of the Baseline,
        volumetrics, resource requirements, cost, Services, Third Party
        Contracts and Service Levels. This data shall be verified and adjusted,
        as agreed by both parties, for each Process prior to the relevant
        Process Take On Date in accordance with the Country Transition Schedule.


        In the event that the Country Representatives fail to reach agreement,
        such failure shall be resolved in the informal dispute resolution
        process as detailed in Clause 29.1 of the Country Agreement.


3       DETAILED WORK PLAN


        The final form of the Transition Schedule and the Detailed Work Plan
        will be developed and agreed between the parties, [***]*.


        In the event that the Country Representatives fail to reach agreement,
        such failure shall be resolved in the informal dispute resolution
        process as detailed in Clause 29.1 of the Country Agreement.


4       TRANSITION APPROACH


        4.1    Two Path Transition Approach.


               The purpose of transition is to move the Services to a Leveraged
               Operations delivery model as efficiently as possible, with the
               minimum of disruption to BPA operations. The Client and Exult
               Supplier have agreed to two distinct paths through the transition
               Process. The goals of the two path approach are to allow the
               Client and Exult Supplier the opportunity to manage the risk of
               transition and, [***]*


        4.2    Transition Path One


               For those Processes (or discrete parts of Processes) that follow
               path one through the transition process, Exult Supplier shall
               first assume responsibility for these Processes in-situ, referred
               to as "In-Situ Process Take On". Once Exult Supplier is
               successfully providing these Processes in-situ, Exult Supplier
               shall transform these Processes to Leveraged Operations.


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Exchange Commission.



                                       1
<PAGE>   221

        4.3    Transition Path Two


               Processes in this category shall be transformed directly to
               Leveraged Operations and, therefore, Exult Supplier shall not
               assume operation responsibility for such Processes in-situ prior
               to Transformation.


        4.4    Path Selection


               Exult Supplier and the Client shall agree to either path one or
               path two for each Process based on an assessment of risk, the
               degree of centralisation of the staff currently performing the
               Processes, and the cyclical nature of the Processes. The
               provisional allocation is set out in the Transition Schedule in
               Section 9 of this Schedule.


5       PROCESS CHANGE MANAGEMENT AND COMMUNICATIONS


        5.1    Process Change Management and Communications Approach


               The establishment and maintenance of the process-change
               management & communications infrastructure shall be managed
               through Exult Supplier's project management office in concert
               with Client Regional Project Leaders. The primary outcomes of
               these activities shall be to:


               [***]*


        5.2    Process-Change Management and Communications Activities


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


               [***]*


6       TRANSITION PLAN SET UP PHASE

        The set-up phase of the Transition Plan deals with the project
        infrastructure necessary to support the successful completion of the
        transition. This is the phase of the transition during which the Client
        and Exult Supplier agree to the overall approach and schedule, the plan
        to complete the work, and the staffing levels and commitments from both
        organizations and the Detailed Work Plan. In addition, the Client and
        Exult Supplier shall agree the process-change management program and
        communications plan for the transition process. When the change
        management actions are agreed, these are added to the details of the
        Transition Schedule and Detailed Work Plan. Finally, the project
        reporting and governance is agreed and put in place.


7       IN SITU PROCESS TAKE ON


        The following steps shall be conducted prior to the Process Take On Date
        for each Process.


        7.1    Current Situation Assessment Phase


               Exult Supplier shall collect data through a series of workshops,
               structured interviews and field work, as well as reference to all
               data collected during the contract due diligence


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



                                       2
<PAGE>   222

                phase. The scope of the data collection shall answer the
                following questions:


               -      [***]*

               Exult Supplier shall document the Processes to the level
               necessary to clearly identify how Exult Supplier shall provide
               the Processes in-situ.


        7.2    Operational Plan


               [***]*


        7.3    Readiness Test


               The Client and Exult Supplier shall agree to a specific set and
               schedule of Readiness Tests to be satisfied prior to Exult
               Supplier assuming responsibility for a Process. These tests shall
               be specific to each Process and shall be designed to assure the
               Client and Exult Supplier of the readiness of both parties to
               transition the Process to Exult Supplier. Each Readiness Test
               plan shall document the objective and measurable criteria to be
               tested, the expected outcomes, the governance of the test, and
               the results. Typical items that would appear in a Readiness Test
               include:


               [***]*


               In the event that either party believes that there has been a
               failure to complete a Readiness Test in all material respects, it
               shall provide the other party with a written notice specifying
               the grounds on which it believes the Readiness Test has been
               failed, within 2 days 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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                                       3
<PAGE>   223
               Design shall be conducted cross-region and by Process group where
               applicable. Exult Supplier shall conduct Process design workshops
               with the Client and shall design and agree to changes to the
               Processes.


               Exult Supplier shall document the new Process flows, the Service
               Delivery Model to be used to support the new Process, and the
               workforce requirements to support the new Process for both the
               Client and Exult Supplier, and the parties shall agree to new
               service levels based on the new Process.


        8.3    Service Delivery Build


               Exult Supplier shall develop and execute a plan to build the
               delivery model for the newly designed Processes. The plan shall
               identify:


               [***]*


        8.4    Readiness Test


               The Client and Exult Supplier shall agree to a specific set and
               schedule of Readiness Tests to be satisfied prior to the Client
               migrating to a transformed Process. These tests shall be specific
               to the Process and shall be designed to assure the Client and
               Exult Supplier of the readiness of both parties. The test plan
               shall document the objective and measurable criteria to be
               tested, the expected outcomes, the governance of the test, and
               the results. Typical items that would appear in a Readiness Test
               include:


               [***]*


               At the request of the Client, Readiness Tests can be grouped with
               the requirement that all grouped Processes pass the Readiness
               Tests before Exult Supplier assumes responsibility for any one of
               such Processes.


               In the event that either party believes that there has been a
               failure to complete a Readiness Test in all material respects, it
               shall provide the other party with a written notice specifying
               the grounds on which it believes the Readiness Test has been
               failed, [***]* of the completion of the Readiness Test. As soon
               as reasonably practicable following the receipt of such notice,
               the parties shall meet to discuss, and if possible, agree whether
               and in what respects the Readiness Test has failed, and to agree
               a plan to conduct a further Readiness Test.


        8.5    Transfer of Responsibility


               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



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Exchange Commission.



                                       4
<PAGE>   224
               Conduct post implementation review and document lessons learned
               for incorporation in subsequent planning efforts. Implement any
               required remediation.


9       [COUNTRY] TRANSITION SCHEDULE


        <Insert Country Gant>



                                       5
<PAGE>   225

                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE H


                                    PROJECTS



<PAGE>   226
                                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>   227
                                   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 60 days 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 180 days 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


               -      Responsibilities


               -      Staffing (implementation and ongoing)


               -      Assumptions



                                       1
<PAGE>   228
               -      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
<PAGE>   229

                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE I


                                    EMPLOYEES

<PAGE>   230
                                TABLE OF CONTENTS


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


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


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



                                       i

<PAGE>   231
                                   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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* 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>   232
        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 [***]*
        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.


<TABLE>
<CAPTION>
               NAME OF EMPLOYEE             BPA STAFF NUMBER           FULL/PART TIME
               ----------------             ----------------           --------------
<S>                                         <C>                        <C>
-------------------------------------------------------------------------------------


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

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

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

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</TABLE>


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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.


                                       2
<PAGE>   233
            NON/ACQUIRED RIGHTS DIRECTIVE COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE J


                         EMPLOYEE TRANSFER ARRANGEMENTS



<PAGE>   234
                                TABLE OF CONTENTS



<TABLE>
<S>                                                                                          <C>
1       DEFINITIONS; RULES OF APPLICATION....................................................1

2       COLLECTIVE BARGAINING EMPLOYEES......................................................2

3       ASSIGNMENT OF EMPLOYEES..............................................................2

4       INDEMNITIES..........................................................................5

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

6       EMPLOYEE INFORMATION ON TERMINATION OR EXPIRATION....................................7

7       EMPLOYMENT PROVISIONS ON TERMINATION.................................................7
</TABLE>



                                       i
<PAGE>   235

                                   SCHEDULE J


                         EMPLOYEE TRANSFER ARRANGEMENTS


1       DEFINITIONS; RULES OF APPLICATION


        In this Schedule:


        "ADDITIONAL ASSIGNED EMPLOYEES" means an employee of the Client or a BPA
        Affiliate assigned to Exult Supplier pursuant to Section 3.10.


        "AFFECTED EMPLOYEE" means any employee of the Client or an Appropriate
        Affiliate employed wholly or mainly in providing one or more of the
        Services immediately before the Commencement Date or who is employed
        after the Commencement Date pursuant to Section 3.1.2 and would have
        been an Affected Employee if such person had been employed immediately
        before the Commencement Date.


        "APPROPRIATE AFFILIATE" means, in relation to an Affected Employee, the
        BPA Affiliate which employs that employee immediately prior to the
        relevant In Situ Process Take On or Leveraged Process Take On, as
        appropriate, each as defined in Section 4.2 of Schedule G.


        "ASSIGNED EMPLOYEE" means an Affected Employee in the US who has been
        placed on assignment by the Client or the Appropriate Affiliate to
        perform Services under the direction and control of the Exult Supplier
        at the time of an In Situ Process Take On.


        "ASSIGNMENT" means the period of time during which an Assigned Employee
        is assigned to perform Services under the general supervision and
        control of Exult Supplier pursuant to Section 3.


        "ASSIGNMENT DATE" means the date an Affected Employee becomes an
        Assigned Employee in connection with the relevant In Situ Process Take
        On under Section [4.2] of Schedule G.


        "CURRENT EXULT EMPLOYEE" means an employee of Exult Supplier who is
        [***]*


        "EMPLOYEE OFFERED EMPLOYMENT" means an Affected Employee who is offered
        employment with an Exult Supplier on or after the Commencement Date.


        "EXULT EMPLOYMENT DATE" means the date of hire of a New Exult Employee.


         "NEW EXULT EMPLOYEE" means an Affected Employee who accepts employment
        with an Exult Supplier pursuant to Section 5.1 of this Schedule on or
        after the date of the Commencement Date.


        "REPRESENTED EMPLOYEE" means an Affected Employee who is represented by
        a labor organization under the terms of a written collective bargaining
        agreement with the Client or Appropriate Affiliate.


        "STAFF COSTS" means any and all compensation, benefit costs, damages,
        interest, legal costs, penalties, fines or other liabilities whatsoever,
        arising from any claim by one or more Affected


----------
* 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>   236

        Employees, the Internal Revenue Service and state and local taxing
        agencies with respect to or resulting from any employment contract,
        employment relationship or collective bargaining agreement or
        termination of such relationship with an Affected Employee.


        "TERMINATION DATE" means 23.59 local time on the date when this
        Agreement expires or terminates.


        In this Schedule, any reference to an obligation or duty of an
        Appropriate Affiliate shall be treated as an obligation by the Client to
        undertake such obligation itself or cause the Appropriate Affiliate to
        do so.


2       COLLECTIVE BARGAINING EMPLOYEES


        Except for employees who may be represented by the Central States
        Petroleum Union, no Affected Employee is a Represented Employee. The
        Client or the Appropriate Affiliate shall have any and all duties and
        obligations, imposed by terms of the collective bargaining agreement or
        by law, to negotiate with the labor organization that represents the
        Represented Employees with respect to the effects of the transactions
        contemplated by this Agreement on the Represented Employees. The Client
        or the Appropriate Affiliate shall indemnify and hold the Exult Supplier
        harmless from all liability, cost and expense with respect to the
        foregoing duties and obligations to Represented Employees and any
        additional Staff Costs resulting from such negotiations.


3       ASSIGNMENT OF EMPLOYEES


        3.1    RESPONSIBILITY OF THE CLIENT AND APPROPRIATE AFFILIATE.


               3.1.1  As of the relevant In Situ Process Take On Date as set
                      forth in Section 4.2 of Schedule G, the Client and/or
                      Appropriate Affiliate will in accordance with an Affected
                      Employee's individual transition plan agreed to by Exult
                      Supplier and the Client or Appropriate Affiliate place on
                      Assignment to the appropriate Exult Supplier those
                      Affected Employees with respect to the Services to be
                      managed by Exult Supplier In Situ immediately prior to the
                      In Situ Take On Date.


               3.1.2  The Client shall not and shall procure that no Appropriate
                      Affiliate shall employ or engage further employees wholly
                      or mainly in providing one or more of the services similar
                      to the Services after the Process Take On Date for such
                      Services without consultation with Exult Supplier.


        3.2    DURATION


               An Assigned Employee's assignment to Exult Supplier will commence
               on the relevant In Situ Process Take On Date and continue until
               the earlier of (a) the period of the Assigned Employee's
               Assignment ends in accordance with such Assigned Employee's
               individual transition plan, (b) the Assigned Employee's
               assignment is terminated in accordance with Section 3.6, (c) the
               Assigned Employee becomes a New Exult Employee or (d) such other
               date agreed between Exult Supplier and the Client .


        3.3    TERMS AND CONDITIONS OF ASSIGNMENT


               3.3.1  During the Assignment, the Assigned Employees will remain
                      employed by the Client or the Appropriate Affiliate and
                      will be assigned to Exult Supplier on the same terms and
                      conditions of employment as were in effect immediately
                      prior to the Assignment Date, as modified from time to
                      time by the Client or Appropriate Affiliate, provided that
                      notice of such modifications shall be provided to Exult
                      Supplier in sufficient time for Exult Supplier to comply
                      with its obligations in Section 3.3.5.



                                       2
<PAGE>   237
               3.3.2  During the Assignment, the Assigned Employees will perform
                      the services under the general supervision and control of
                      the Exult Supplier.


               3.3.3  Prior to the commencement of any Assignment and in
                      sufficient time for Exult Supplier to comply with its
                      obligations under Sections 3.3 and 3.8 the Client or
                      Appropriate Affiliate shall deliver to Exult Supplier
                      copies of the terms and conditions of employment of the
                      Assigned Employees and its relevant non-discrimination,
                      non-harassment and health and safety obligations.


               3.3.4  Subject to Section 3.3.1 and 3.3.3, Exult Supplier will
                      comply with the Assigned Employees' terms and conditions
                      of employment with the Client or Appropriate Affiliate.


               3.3.5  Exult Supplier will maintain a record in a form specified
                      by the Client and/or the Appropriate Affiliate of each
                      Assigned Employee's absences and will notify the Client or
                      the Appropriate Affiliate of such absences and provide a
                      copy of such records to the Client or the Appropriate
                      Affiliate at its request.


        3.4    EMPLOYEE RECORDS FOR ASSIGNED EMPLOYEES


               3.4.1  As soon as reasonably practicable after the Commencement
                      Date, the Client and the Appropriate Affiliates, subject
                      to any restrictions imposed by law, will deliver to Exult
                      Supplier employment information containing the identity
                      of, job descriptions and skill qualifications of the
                      Assigned Employees, and such other employment information
                      as Exult Supplier shall reasonably request with respect to
                      an Assigned Employee and which the Client or Appropriate
                      Affiliate mutually agrees to provide.


               3.4.2  Exult Supplier shall maintain comprehensive, accurate and
                      up to date employee records in a form to be specified by
                      the Client or Appropriate Affiliate in relation to the
                      Assigned Employees.


        3.5    PAYMENT FOR SERVICES


               3.5.1  As soon as practicable after the Commencement Date and in
                      any event prior to the first Assignment Date the Client
                      and/or each Appropriate Affiliate shall provide Exult
                      Supplier with details of the costs incurred by the
                      Appropriate Affiliate of employing Affected Employees.

               3.5.2  Neither the Client nor the Appropriate Affiliate will
                      increase those costs other than in the ordinary course of
                      business.


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


        3.6    EARLY TERMINATION


               3.6.1  Either party may terminate any Assigned Employee's
                      Assignment immediately by giving written notice to the
                      other if:


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



                                       3
<PAGE>   238
                      (i)    the Assigned Employee does or omits to do anything
                             (whether in connection with the Assignment or not)
                             which would allow the Client or the Appropriate
                             Affiliate to terminate his or her employment
                             summarily; or


                      (ii)   the Assigned Employee discloses or misuses any
                             confidential information or material, is convicted
                             of a felony, or engages in conduct related to the
                             Assigned Employee's services for which criminal or
                             civil penalties may be sought .


               3.6.2  Exult Supplier may terminate any Employee on Assignment's
                      Assignment at any time on giving two week's written notice
                      to the other party, provided that in this case only, Exult
                      Supplier's obligation to deduct from charges invoiced to
                      the Client the costs of employing such Assigned Employee
                      on Assignment incurred by the Client or Appropriate
                      Affiliate, shall not cease until the earlier of the end of
                      the Assignment period or the date on which the Assigned
                      Employee's employment with the Appropriate Affiliate
                      ceases.


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


        3.7    DISCIPLINARY MATTERS AND EMPLOYEE COMPLAINTS


               3.7.1  If a dispute arises between an Assigned Employee and Exult
                      Supplier as to the interpretation or application of any of
                      the Assigned Employee's terms and conditions of
                      employment, Exult will consult with the appropriate
                      managers of the Client or Appropriate Affiliate and will
                      abide by their decision. The Assignment shall not preclude
                      an Assigned Employee from utilizing any applicable
                      grievance or complaint procedure available to similarly
                      situated employees of the Client or BPA Affiliate.


               3.7.2  If any disciplinary or grievance matter arises in relation
                      to any of the Assigned Employees during the Assignment,
                      Exult Supplier will notify the Client or the Appropriate
                      Affiliate as soon as reasonably possible. The Client or
                      the Appropriate Affiliate will deal with the matter in
                      accordance with its disciplinary or grievance procedure.
                      Exult Supplier will provide whatever assistance is
                      necessary.


        3.8    NON-DISCRIMINATION, NON-HARASSMENT AND HEALTH AND SAFETY


               Subject to Section 3.3.1 and 3.3.4, Exult Supplier will comply
               with the Client's non-discrimination, non-harassment and health
               and safety obligations in relation to the Assigned Employees,
               provided that Assigned Employees shall comply with Exult
               Supplier's health and safety rules with respect to services
               performed on the Exult Supplier's premises. Exult Supplier will
               co-operate with the Client or the Appropriate Affiliate in
               respect of any action which it wishes to take in respect of the
               Employee on Assignment in order to fulfil such obligations.


        3.9    INTELLECTUAL PROPERTY



                                       4
<PAGE>   239


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


        3.10   ADDITIONAL ASSIGNED EMPLOYEES


               3.10.1 The Client may assign, for a period to be mutually agreed
                      by the parties, which period shall be at least 12 months
                      from the Commencement Date. Additional Assigned Employees
                      to Exult Supplier of up to one employee of its choice in
                      Grade 20 or above or Brand G or above per 5,000 employees
                      in respect of whom Exult Supplier is providing Services to
                      perform the Services for at least 12 months.


               3.10.2 Assignments under Section 3.10.1 shall be on the same
                      terms and conditions as those set out in Sections 3.1
                      through 3.10, provided, however, that Exult Supplier shall
                      not be required to pay the Client or Appropriate Affiliate
                      for the services of such Additional Assigned Employees and
                      Sections 3.2, 3.5 and 3.6.2 shall not apply to such
                      Additional Assigned Employees.


4       INDEMNITIES


        4.1    The Client and each Appropriate Affiliate will indemnify, keep
               indemnified and reimburse Exult Supplier for any Staff Costs
               incurred by Exult Supplier (other than Staff Costs which result
               from an act or deliberate failure to act by Exult Supplier in its
               dealing with an Affected Employee) with respect to an event
               occurring before the Affected Employee becomes a New Exult
               Employee irrespective of when such claim is made, or which relate
               to, arise out of or are connected with any act or omission by the
               Client or the Appropriate Affiliate, or which arise from any
               claims by any Affected Employees pursuant to any employee benefit
               plan or program of the Client or BPA Affiliate;


        4.2    Subject to Section 4.1, Exult Supplier will indemnify the Client
               and each Appropriate Affiliate and keep the Client and each
               Appropriate Affiliate, indemnified against any Staff Costs which
               relate to, arise out of or are connected with any act or
               deliberate failure to act by Exult Supplier having its origin on
               or after the commencement of an Assignment and which the Client
               or Appropriate Affiliate incurs in relation to any contract of
               employment, employment relationship or collective agreement
               (except to the extent such cost relates to the Client's duty of
               effects bargaining under Section 2) concerning one or more of the
               Assigned Employees.


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


5       OFFER OF EMPLOYMENT


        5.1    At any time after the Commencement Date, Exult Supplier may offer
               to employ an Affected Employee on such terms and conditions as
               the Exult Supplier shall determine.


        5.2    As soon as reasonably practicable after the Commencement Date,
               the Client and the Appropriate Affiliates, subject to any
               restrictions imposed by law, will deliver to Exult Supplier
               employment information containing the identity of, job
               descriptions and skill qualifications of the Affected Employees,
               and such other employment information as Exult


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



                                       5
<PAGE>   240

               Supplier shall reasonably request with respect to an Affected
               Employee and which the Client or Appropriate Affiliate mutually
               agrees to provide. As soon as reasonable practicable after
               delivery to the Client or Appropriate Affiliate of a written
               release agreement from an Affected Employee, the Client or
               Appropriate Affiliate shall also deliver to Exult Supplier such
               additional employment information the release of which is
               authorized by such Affected Employee's release agreement. The
               Client and Exult Supplier shall provide reasonable cooperation
               with Exult Supplier's collection of employment information for
               the Affected Employees, including the establishment of the form
               of any release agreements and the procedures for requesting
               Affected Employees to provide such releases agreements.


        5.3    The Client or Appropriate Affiliate shall cause each New Exult
               Employee to be fully vested in such Assigned Employees' accrued
               benefits under the Client's or Appropriate Affiliates' retirement
               and savings plans.


        5.4    Exult Supplier shall permit each New Exult Employee to enroll in
               Exult Supplier's benefit plans and programs under [***]*


               5.4.1  [***]*


               5.4.2  Exult Supplier will offer coverage under Exult Supplier's
                      health and welfare benefit plans to New Exult Employees
                      and their dependents in accordance with the terms of the
                      Exult Supplier's health and welfare benefit plans; [***]*
                      The Client or Appropriate Affiliate shall be responsible
                      for all health and welfare claims that are incurred by
                      employees prior to the date they become employees of Exult
                      Supplier. The Exult Supplier's health and welfare plans
                      shall be responsible for all health and welfare claims
                      that are incurred by employees after the effective date of
                      their coverage by the Exult Supplier's plan.


               5.4.3  [***]* The Client or Appropriate Affiliate will be
                      responsible for all vacation benefits accrued by employees
                      up to the effective date of their employment by the Exult
                      Supplier. The Client or Appropriate Affiliate will pay out
                      all accrued but unused vacation pay to its employees who
                      accept employment with Exult Supplier according to the
                      Client or Appropriate Affiliate's practices. Exult
                      Supplier shall provide vacation according to Exult
                      Supplier's vacation policies, [***]* Except as
                      specifically provided for in Section 4.4, Exult Supplier
                      shall not be required to provide a New Exult Employee with
                      credit under my benefit plan or program or payroll
                      practice for service with the Client or the Appropriate
                      Affiliate.

               5.4.4  The Client or Appropriate Affiliate shall be responsible
                      for all workers' compensation claims of an Affected
                      Employee timely filed, either prior to or subsequent to
                      the date an Affected Employee becomes a New Exult Employee
                      for instances of injury or illness, arising from or
                      incurred in the course of employment, that occur prior to
                      the date the Affected Employee becomes a New Exult
                      Employee. Exult Supplier shall be responsible for all
                      workers' compensation claims of a New Exult Employee for
                      instances of injury or illness, arising from or incurred
                      in the course of employment, that occur on and after the
                      date an individual becomes a New Exult Employee.


        5.5    The Client or Appropriate Affiliate shall provide COBRA health
               care continuation coverage under the Client's or Appropriate
               Affiliate's group health benefit plans (as


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




                                       6
<PAGE>   241

               amended from time to time) to each qualified beneficiary under
               such plans. The Client or Appropriate Affiliate shall not
               terminate its sponsorship of a group health plan in connection
               with the transactions contemplated by this Agreement and shall
               continue to maintain a group health benefit plan and provide
               COBRA coverage for the maximum COBRA coverage period applicable
               to each qualified beneficiary under the Client or Appropriate
               Affiliate's group health plans who is, or whose qualifying event
               occurred in connection with, an Affected Employee.


        5.6    The Client or the Appropriate Affiliate will be responsible for
               compliance with all laws, rules, ordinances and regulations
               respecting termination of any Affected Employees, including,
               without limitation, the Worker Adjustment, Notification and
               Training Act, 29 U.S.C. Section 2101 et. seq. ("WARN") and any
               similar state or local laws. Exult Supplier will provide such
               reasonable cooperation as is requested by the Client or the
               Appropriate Affiliate to comply with such laws, rules, ordinances
               and regulations.


6       EMPLOYEE INFORMATION ON TERMINATION OR EXPIRATION


        Two months before the expiration of this Agreement, or if this Agreement
        has been terminated earlier for any reason within two weeks of being
        requested to do so by the Client, Exult Supplier will provide to the
        Client the following information in relation to all Current Exult
        Employees who are employed exclusively in providing the Services:


        6.1    the total number of the Current Exult Employees by name and
               geographic location (including those on a leave of absence and
               who have a statutory or contractual right to return to work);


        6.2    details of all collective bargaining agreements and arrangements
               entered into in relation to the Current Exult Employees who are
               represented by a labor union with any collective bargaining
               group.


7       EMPLOYMENT PROVISIONS ON TERMINATION


        On termination or expiration of this Agreement, the following provisions
        will apply:


        7.1    The Client, Appropriate Affiliate, any other BPA Affiliate, Exult
               Supplier or a Successor Operator may, at its absolute discretion,
               offer to employ one or more of the Current Exult Employees after
               the Transfer Date. The Exult Supplier will not discourage a
               Current Exult Employee from accepting such offer and the Exult
               Supplier shall release any Current Exult Employee who accepts
               such offer of employment from its employment obligations to the
               Exult Supplier (other than confidentiality obligations).


        7.2    The Client and Appropriate Affiliate shall not for a period of
               [***]* solicit or induce any employee of an Exult Supplier other
               than a Current Exult Employee to terminate his or her employment
               with the Exult Supplier. The Client or Appropriate Affiliate
               shall cause its agreement with a Successor Operator to provide
               that Successor Operator will not solicit or induce any employee
               of an Exult Supplier other than a Current Employee to terminate
               his or her employment with the Exult Supplier.


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



                                       7
<PAGE>   242
              ACQUIRED RIGHTS DIRECTIVE COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE J


                         EMPLOYEE TRANSFER ARRANGEMENTS

<PAGE>   243
                                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.................................................8
</TABLE>



                                       i
<PAGE>   244
                                   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;


----------
* 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>   245


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



                                       2
<PAGE>   246


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.



                                       3
<PAGE>   247


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, [***.]*


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



                                       4
<PAGE>   248
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 [***]* 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:

             [***.]*





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 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.


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



                                       5
<PAGE>   249


               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.



                                       6
<PAGE>   250


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



                                       7
<PAGE>   251
9       SECONDMENT


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


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



                                       8
<PAGE>   252


               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



                                       9
<PAGE>   253

                      Relevant Employer of any employee (not being a Returning
                      Employee) which the Transferee incurs pursuant to the
                      Transfer Provisions.


        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.


                                       10
<PAGE>   254
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE L


                            CHANGE CONTROL MANAGEMENT

<PAGE>   255
                                TABLE OF CONTENTS



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


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



                                       i
<PAGE>   256
                                   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:



                                       1
<PAGE>   257
        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



                                       2
<PAGE>   258

                      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, [***]* or as
               otherwise agreed, an estimate of the time and cost that Exult
               Supplier proposes to charge to the Client to complete the impact
               analysis. The Client shall provide Exult Supplier, within 10
               business days or as otherwise agreed, a decision as to whether to
               proceed with the impact analysis as estimated.


        4.2    If the Client Country Representative determines that the Proposed
               Change should not proceed, the Change Request shall be rejected
               and returned to the submitting party.


        4.3    If the Client Country Representative decides to proceed, Exult
               Supplier shall, as soon as reasonably practicable and acting in
               good faith, conduct an impact analysis to assess and evaluate the
               impact of the Proposed Change having regard to all relevant
               factors including the following:


               [***]*


        4.4    In the case of Proposed Changes relating to Projects, Exult
               Supplier, in addition to the impact analysis shall, acting in
               good faith, provide the Client with the following information:


               4.4.1  whether Exult Supplier considers the Project to be
                      technically feasible, and, if so, the estimated number,
                      grade, qualification and experience of personnel required
                      to provide the Project;


               4.4.2  the estimated number of days that would be required to be
                      spent by each such person in order to provide the Project;


               4.4.3  the estimated cost and timetable for implementation of the
                      Project including the date of its completion;


               4.4.4  the anticipated impact, if any, on other aspects of the
                      Services and operation of the Systems by the Client;


               4.4.5  the terms and conditions on which Exult Supplier is
                      willing to provide the Project, which shall so far as
                      reasonably appropriate shall be consistent with the terms
                      and conditions on which the Services are provided under
                      this Agreement; and


               4.4.6  any other information the Client may reasonably require in
                      relation to the Project.


        [***]*


5       APPROVAL


        Subject to the delegated financial authority limits provided by the
        relevant Client Global


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



                                       3
<PAGE>   259

               Commercial Contract Leader and Client Regional Commercial
               Contract Leader, the following approval levels shall apply.


        5.1    Change Requests that are classified as Operational Changes shall
               be approved by the Client's Country Representative and Exult
               Supplier's Country Representative or their designees except where
               Operational Changes do not impact Client activities or costs, in
               which case the Exult Country Representative or its designee may
               approve the change.


        5.2    Change Requests that are classified as changes to the Client's
               Policies and Procedures shall be approved by the Client Country
               Representative.


        5.3    Change Requests that are classified as Projects shall be approved
               by the Client's Country Representative.


        5.4    Change Requests that are classified as changes to the terms and
               conditions of the Country Agreement or as changes related to the
               Schedules of the Country Agreement which are not related to a
               specific Project or to a change to the Client's Policies and
               Procedures, shall be approved by the Regional Governance Panel.
               In the event that such changes have global implications, the
               Change Request shall be approved by the Global Governance Panel.


        Neither party shall be obliged to comply with any Proposed Changes
        unless and until approval has been given in accordance with this Change
        Control Management process and, pending approval, no Change shall be
        made to the Services or to the Framework and Country Agreements.


6       REPORTING


        A consolidated report of all Change Requests shall be presented by the
        Exult Supplier Country Representative to the Regional Governance Panel
        on a monthly basis. The Regional Governance Panel shall report Change
        Requests on a quarterly basis to the Global Governance Panel.



                                       4
<PAGE>   260
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS

<PAGE>   261
                                   SCHEDULE M

                          APPROVED EXULT SUBCONTRACTORS


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


1.  [***.]*

----------
* 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>   262
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE O


                            BPA POLICIES AND CONTROLS

<PAGE>   263
                                   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.



                                       1
<PAGE>   264
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE P


                         GLOBAL GOVERNANCE ARRANGEMENTS

<PAGE>   265
                                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>


                                        i
<PAGE>   266
                                   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;



                                       1
<PAGE>   267


               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;


               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;



                                       2
<PAGE>   268


               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;


               3.6.6  submitting quarterly performance review reports to the
                      Regional Steering Committee for its guidance and
                      recommendations;


               3.6.7  submit quarterly performance review reports to the Global
                      Governance Panel.


               3.6.8  managing Change Requests outside the authority of the
                      relevant Country Representative and otherwise in
                      accordance with the Change Control Management procedure;


               3.6.9  seeking to resolve any Disputes referred to in accordance
                      with the Dispute Resolution Procedure;


               3.6.10 referring matters outside its authority to the Global
                      Governance Panel;


               3.6.11 identifying issues which may have an impact outside the
                      relevant Region and referring these to the Global
                      Governance Panel as required; and


               3.6.12 monitoring and reviewing the ongoing status of Third Party
                      Contracts which are not Transferred to Exult Supplier.


        3.7    The parties shall procure that the members of the Regional
               Governance Panel shall, at all times, act reasonably and in good
               faith having due regard to the interests of all parties.

4       COUNTRY REPRESENTATIVES


        4.1    As soon as reasonably practicable following a Country
               Commencement Date, BPA and Exult shall procure that, the relevant
               Affiliates each appoint a Country Representative in respect of
               that Country.


        4.2    The Country Representatives will have day-to-day responsibility
               for managing the operation of the Country Agreement and
               supervising the co-operation and other matters between the
               parties.


        4.3    The responsibilities and authorities of each Country
               Representative will be determined and delegated in each case by
               the relevant Regional Governance Panel and may include matters
               such as:


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


        4.5    interpretation of the Agreement;


        4.6    ensuring efficient flow of documentation under the Agreement;


        4.7    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;



                                       3
<PAGE>   269


        4.8    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;


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


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


        4.11   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;


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


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


        4.14   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.


               5.1.5  For Exult:


               5.1.6  one Exult corporate executive representative;


               5.1.7  one Global Project Leader who will also be a member of the
                      Global Governance Panel; and


               5.1.8  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.



                                       4
<PAGE>   270


        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;


               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;



                                       5
<PAGE>   271
               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.


7       CONTRACT ADMINISTRATION DOCUMENTS


        7.1    All contract administration documents shall be in English unless
               required otherwise by any law of a Country, in which case
               contract administration documents shall be prepared in both
               English and the language required by law of the relevant Country.



                                       6
<PAGE>   272
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE Q


                                 DATA PROTECTION

<PAGE>   273
                                TABLE OF CONTENTS


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


2     PROCESSOR'S OBLIGATIONS AND WARRANTIES...................................2


3     DATA EXPORT..............................................................4


4     WARRANTY.................................................................5


5     BPA'S OBLIGATIONS........................................................5
</TABLE>



                                       i
<PAGE>   274
                                   SCHEDULE Q


                                 DATA PROTECTION


                                     PART I


                           DATA PROCESSING OBLIGATIONS


1       DEFINITIONS


        For the purposes of this Schedule, the following terms shall have the
        following meanings:


        "AGREEMENT" means this Agreement and each Country Agreement;


        "APPROPRIATE TECHNICAL AND ORGANISATIONAL MEASURES" means such necessary
        measures that need to be taken in order to guarantee the security of the
        personal data and to avoid unauthorised, accidental or unlawful
        alteration, loss, disclosure, access to and processing of the personal
        data, taking account of the state of technology and the cost of their
        implementation, the nature of the personal data stored, and the risks
        posed by the processing whether they arise from human action or from
        physical or natural means. Specific regard shall be had to any relevant
        guidance, if any, provided by the Authority in each Country;


        "AUTHORITY" means the relevant data protection authority in the Country;


        "AUTOMATED DECISION" means a decision which produces legal effects or
        significantly affects a data subject and which is based solely on
        automated processing of data intended to evaluate certain personal
        aspects such as performance at work, creditworthiness, reliability and
        conduct etc;


        "BPA" means BPA and each BPA Participating Affiliate;


        "CLIENT PERSONAL DATA" means any personal data Processed by Exult
        Supplier for or on behalf of BPA in the context of the provision of the
        Services;


        "DATA SUBJECT" is one who can be identified, directly or indirectly, in
        particular by reference to an identification number or to one or more
        factors specific to his physical, physiological, mental, economic,
        cultural or social identity from any personal data;


        "DIRECTIVES" means the European Union Directive entitled "Directive
        95/46/EC of the European Parliament and of the Council of 24 October
        1995 on the protection of individuals with regard to the processing of
        personal data and on the free movement of such data" and the European
        Union Directive entitled "Directive 97/66/EC concerning the processing
        of personal data and the protection of privacy in the telecommunications
        sector";


        "EXULT" means Exult and each Exult Participating Affiliate;


        "IMPLEMENTING LEGISLATION" means the legislation and any guidance,
        policy or recommendations providing by the Authority (if any) in the
        Country which implements the Directives;


        "PERSONAL DATA" means any information relating to an identified or
        identifiable natural person. For the purposes of this definition, an
        identifiable person is one who can be identified, directly or
        indirectly, in particular by reference to an identification number or to
        one or more factors specific to his physical, physiological, mental,
        economic, cultural or social identity;


        "PROCESS" or "PROCESSING" means any operation or set of operations which
        is/are performed upon personal data, whether or not by automatic means,
        including collection, recording, organisation, storage, adaptation or
        alteration, retrieval, consultation, use, disclosure by



                                       1
<PAGE>   275

        transmission, dissemination or otherwise making available, alignment or
        combination, blocking, erasure or destruction;


        "PURPOSES" means the purposes for which BPA personal data is to be
        Processed, as may be amended from time to time by the parties, and as
        currently set out in Schedule A (Scope of Services);


        "SENSITIVE DATA" means personal data revealing racial or ethnic origin,
        political opinions, religious or philosophical beliefs, trade-union
        membership, or health or sex life;


        "THIRD COUNTRY" means any country outside the European Economic Area.


2       PROCESSOR'S OBLIGATIONS AND WARRANTIES


        2.1    GENERAL OBLIGATIONS


               Exult hereby agrees during the term of the Agreement:


               2.1.1  to act only solely on the instructions of BPA and in so
                      doing to process BPA personal data on behalf of BPA solely
                      for the Purposes;


               2.1.2  to process BPA personal data in accordance with the
                      Directives and Implementing Legislation if the personal
                      detail is subject to the Directives; and


               2.1.3  to process BPA personal data in accordance with the
                      provisions of this Agreement.


        2.2    SPECIFIC OBLIGATIONS


               Without limiting the generality of Section 2.1, Exult shall;


               2.2.1  REGISTRATION AND AUTHORITY


                      Ensure that it has the necessary legal authority for the
                      purpose of processing BPA personal data for the Purposes
                      in accordance with the terms of this Agreement;


               2.2.2  SECURITY


                      Prior to any processing of BPA personal data:


                      (i)    put in place appropriate technical and
                             organisational measures to protect BPA personal
                             data (including suitable measures to protect
                             Sensitive Data) against accidental or unlawful
                             destruction or accidental loss, alteration,
                             unauthorised disclosure or access and against all
                             other unlawful forms of processing;


                      (ii)   put in place adequate security programmes and
                             procedures to ensure that unauthorised persons will
                             not have access to the equipment used to process
                             BPA personal data, and that any persons it
                             authorises to have access to BPA personal data will
                             respect and maintain the confidentiality and
                             security of BPA personal data; and


                      (iii)  have reviewed and to continue to review its
                             security programmes and procedures to ensure that
                             they are adequate, having regard to industry good
                             practice and the cost of their implementation at
                             that time; and


                      (iv)   once processing has commenced in accordance with
                             this Agreement, if at any time Exult becomes aware
                             of any breach in security advise



                                       2
<PAGE>   276

                             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




                                       3
<PAGE>   277

                             consent to such disclosure or where there is a
                             legal obligation or there 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



                                       4
<PAGE>   278

                      Authority or a data subject concerning its processing of
                      his or her personal data;


4       WARRANTY


        Exult warrants that it will process BPA personal data only:


        4.1    for the purposes of and to the extent required to provide the
               Services;


        4.2    to the extent they are applicable, in accordance with the
               Directives and the provisions of the Implementing Legislation;
               and


        4.3    in accordance with the provisions of this Agreement.


5       BPA'S OBLIGATIONS


        5.1    BPA warrants that:


               5.1.1  it will obtain the written consent of all Data Subjects
                      whose personal data may be processed by Exult as part of
                      the Services under this Agreement;


               5.1.2  it will indemnify and hold harmless Exult against all
                      costs, damages or other losses caused by any inaccuracy in
                      the personal data which BPA provides to Exult and which
                      results in Exult having any enforcement proceedings taken
                      by BPA employees and/or Authorities;


               5.1.3  it shall ensure that it is permitted under its
                      registrations with the Authorities in all Countries to
                      transfer personal data to third party suppliers such as
                      Exult;


               5.1.4  it will co-operate with Exult to ensure that all personal
                      data is accurate and that the Directives and Implementing
                      Legislation are complied with in the applicable Countries.



                                       5

<PAGE>   279
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE R


                          BPA PARTICIPATING AFFILIATES

<PAGE>   280
                                   SCHEDULE R


                          BPA PARTICIPATING AFFILIATES


This schedule sets forth the BPA Affiliates that shall receive the Services
under the applicable Country Agreement.



<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                                                  REGISTERED OFFICE OR
                                 COUNTRY PARENT IF NOT THE       PRINCIPAL OR PLACE OF
               COMPANY                     CLIENT                       BUSINESS
               -------           -------------------------       ---------------------
<S>                              <C>                             <C>
--------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>   281

                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE T


                             PROCESS LINE POPULATION
<PAGE>   282
                                   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  Compliance
==============================================================================================================================
<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      TOTAL
BUSINESS/OTHER   POPULATION

                                                     POPULATION BY PROCESS LINE
---------------------------------------------------------------------------------------------------------
                       Under               E/U      Resourcing/             Performance  Domestic
                       Admin  Payroll  Development  Recruiting   Severance  Management   Relocation  HRIT
=========================================================================================================
<S>                    <C>    <C>      <C>          <C>          <C>        <C>          <C>         <C>
OIL (COUNTRY)
---------------------------------------------------------------------------------------------------------
Retail
---------------------------------------------------------------------------------------------------------
CI
---------------------------------------------------------------------------------------------------------
MAS
---------------------------------------------------------------------------------------------------------
Corporate
  Functions
---------------------------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>   283
<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  Compliance
==============================================================================================================================
<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      TOTAL
BUSINESS/OTHER   POPULATION

                                                     POPULATION BY PROCESS LINE
---------------------------------------------------------------------------------------------------------
                       Under               E/U      Resourcing/             Performance  Domestic
                       Admin  Payroll  Development  Recruiting   Severance  Management   Relocation  HRIT
=========================================================================================================
<S>                    <C>    <C>      <C>          <C>          <C>        <C>          <C>         <C>
Other
---------------------------------------------------------------------------------------------------------
(1)________________
---------------------------------------------------------------------------------------------------------
(2)________________
---------------------------------------------------------------------------------------------------------
OIL (INTERNATIONAL)
---------------------------------------------------------------------------------------------------------
Air
---------------------------------------------------------------------------------------------------------
Marine
---------------------------------------------------------------------------------------------------------
Shipping
---------------------------------------------------------------------------------------------------------
Other
---------------------------------------------------------------------------------------------------------
(1)________________
---------------------------------------------------------------------------------------------------------
(2)________________
---------------------------------------------------------------------------------------------------------
EXPLORATION
---------------------------------------------------------------------------------------------------------
</TABLE>



                                        2
<PAGE>   284
<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  Compliance
==============================================================================================================================
<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      TOTAL
BUSINESS/OTHER   POPULATION

                                                     POPULATION BY PROCESS LINE
---------------------------------------------------------------------------------------------------------
                       Under               E/U      Resourcing/             Performance  Domestic
                       Admin  Payroll  Development  Recruiting   Severance  Management   Relocation  HRIT
=========================================================================================================
<S>                    <C>    <C>      <C>          <C>          <C>        <C>          <C>         <C>
Business Units
---------------------------------------------------------------------------------------------------------
(1)_________________
---------------------------------------------------------------------------------------------------------
(2)_________________
---------------------------------------------------------------------------------------------------------
Corporate Functions
---------------------------------------------------------------------------------------------------------
Other
---------------------------------------------------------------------------------------------------------
(1)_________________
---------------------------------------------------------------------------------------------------------
(2)_________________
---------------------------------------------------------------------------------------------------------
CHEMICALS
---------------------------------------------------------------------------------------------------------
Business Units
---------------------------------------------------------------------------------------------------------
(1)_________________
---------------------------------------------------------------------------------------------------------
(2)_________________
---------------------------------------------------------------------------------------------------------
</TABLE>



                                       3
<PAGE>   285
<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  Compliance
==============================================================================================================================
<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      TOTAL
BUSINESS/OTHER   POPULATION

                                                     POPULATION BY PROCESS LINE
---------------------------------------------------------------------------------------------------------
                       Under               E/U      Resourcing/             Performance  Domestic
                       Admin  Payroll  Development  Recruiting   Severance  Management   Relocation  HRIT
=========================================================================================================
<S>                    <C>    <C>      <C>          <C>          <C>        <C>          <C>         <C>
Corporate Functions
---------------------------------------------------------------------------------------------------------
Other
---------------------------------------------------------------------------------------------------------
(1)________________
---------------------------------------------------------------------------------------------------------
(2)________________
---------------------------------------------------------------------------------------------------------
SOLAR
---------------------------------------------------------------------------------------------------------
Business Units
---------------------------------------------------------------------------------------------------------
(1)________________
---------------------------------------------------------------------------------------------------------
(2)________________
---------------------------------------------------------------------------------------------------------
Corporate Functions
---------------------------------------------------------------------------------------------------------
Other
---------------------------------------------------------------------------------------------------------
(1)________________
---------------------------------------------------------------------------------------------------------
</TABLE>



                                       4
<PAGE>   286
<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  Compliance
==============================================================================================================================
<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      TOTAL
BUSINESS/OTHER   POPULATION

                                                     POPULATION BY PROCESS LINE
---------------------------------------------------------------------------------------------------------
                       Under               E/U      Resourcing/             Performance  Domestic
                       Admin  Payroll  Development  Recruiting   Severance  Management   Relocation  HRIT
=========================================================================================================
<S>                    <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
<PAGE>   287
<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  Compliance
==============================================================================================================================
<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      TOTAL
BUSINESS/OTHER   POPULATION

                                                     POPULATION BY PROCESS LINE
---------------------------------------------------------------------------------------------------------
                       Under               E/U      Resourcing/             Performance  Domestic
                       Admin  Payroll  Development  Recruiting   Severance  Management   Relocation  HRIT
=========================================================================================================
<S>                    <C>    <C>      <C>          <C>          <C>        <C>          <C>         <C>
(2)_____________
---------------------------------------------------------------------------------------------------------
OTHER POPULATIONS
---------------------------------------------------------------------------------------------------------
(1) EXAMPLE-
    ANNUITANTS
---------------------------------------------------------------------------------------------------------
(2)_____________
---------------------------------------------------------------------------------------------------------
</TABLE>



                                       6
<PAGE>   288
                           COUNTRY AGREEMENT PRO FORMA


                                   SCHEDULE U


                                ESCROW AGREEMENT

<PAGE>   289
                                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
<PAGE>   290
                                   SCHEDULE U


                                ESCROW AGREEMENT


BETWEEN:


(1)     Exult, Inc. whose registered office is at 4 Park Plaza, Suite 350,
        Irvine, California 92614 (the "Owner");


(2)     BP Amoco plc whose registered office is at Britannic House, 1 Finsbury
        Circus, London, EC2M 7BA (the "Licensee"); and


(3)     NCC Escrow International Limited whose registered office is at Oxford
        House, Oxford Road, Manchester, M1 7ED (the "Escrow Agent")


PRELIMINARY:


(A)     The Licensee has been granted a license to use a software package
        comprising computer programs.


(B)     Certain technical information and documentation describing the software
        package and other process flowcharts describing the way in which the
        Owner provides certain services to the Owner and its affiliates, are the
        confidential property of the Owner and are required for understanding,
        maintaining and correcting the software package and the provision of the
        services respectively.


(C)     The Owner acknowledges that in certain circumstances the Licensee may
        require possession of the technical information and documentation held
        under this Agreement.


(D)     Each of the parties to this Agreement acknowledges that the
        considerations for their respective undertakings given under it are the
        undertakings given under it by each of the other parties.


IT IS AGREED THAT:


1       DEFINITIONS


        In this Agreement the following terms shall have the following meanings:


        1.1    "FULL VERIFICATION SERVICE" means those bespoke tests agreed
               between the Licensee and Escrow Agent for the verification of the
               Material;


        1.2    "INTELLECTUAL PROPERTY RIGHTS" means copyright, trade secret,
               patent, and all other rights of a similar nature;


        1.3    "SERVICES AGREEMENT" means the agreement pursuant to which the
               Owner grants a licence to the Licensee for the Package;


        1.4    "MATERIAL" means the source code of the Package comprising the
               latest technical information and documentation described in
               Schedules 1 and 2;


        1.5    "PACKAGE" means the software package licensed to the Licensee
               under the Services Agreement; and


        1.6    "STANDARD VERIFICATION SERVICE" means those tests detailed in the
               Standard Verification Service published by Escrow Agent from time
               to time.



                                       1
<PAGE>   291
2       OWNER'S DUTIES AND WARRANTIES


        2.1    The Owner shall:


               2.1.1  deliver a copy of the Material to Escrow Agent within 30
                      days of the date of this Agreement;


               2.1.2  at all times ensure that the Material as delivered to
                      Escrow Agent is capable of being used to generate the
                      latest version of the Package issued to the Licensee and
                      shall deliver further copies of the Material as and when
                      necessary;


               2.1.3  deliver to Escrow Agent a replacement copy of the Material
                      within 12 months of the last delivery;


               2.1.4  deliver a replacement copy of the Material within 14 days
                      of receipt of a notice served upon it by Escrow Agent
                      under the provisions of Section 4.1.5; and


               2.1.5  deliver with each deposit of the Material the information
                      detailed in Schedule 2.


        2.2    The Owner warrants that:


               2.2.1  it owns the Intellectual Property Rights in the Material
                      and has authority to enter into this Agreement; and


               2.2.2  the Material lodged under Section 2.1 shall contain all
                      information in human readable form and on suitable media
                      to enable a reasonably skilled programmer or analyst to
                      understand, maintain and correct the Package and to enable
                      a suitably skilled person to understand and maintain the
                      provision of services under the Services Agreement without
                      the assistance of any other person.


3       LICENSEE'S RESPONSIBILITIES


        It shall be the responsibility of the Licensee to notify Escrow Agent of
        any change to the Package that necessitates a replacement deposit of the
        Material.


4       ESCROW AGENT DUTIES


        4.1    Escrow Agent shall:


               4.1.1  hold the Material in a safe and secure environment;


               4.1.2  inform the Owner and the Licensee of the receipt of any
                      copy of the Material;


               4.1.3  in accordance with the terms of Section 9 perform those
                      tests that form part of its Standard Verification Service
                      form time to time;


               4.1.4  at all times retain a copy of the latest verified deposit
                      of the Material; and


               4.1.5  notify the Owner if it becomes aware at any time during
                      the term of this Agreement that the copy of the Material
                      held by it has been lost, damaged or destroyed.


        4.2    Escrow Agent shall not be responsible for procuring the delivery
               of the Material in the event of failure by the Owner to do so.



                                       2
<PAGE>   292


5       PAYMENT


        Escrow Agent's fees are payable in accordance with Schedule 4.


6       RELEASE EVENTS


        6.1    Subject to the provisions of Sections 6.2 and 6.3, Escrow Agent
               will release the Material to a duly authorised officer of the
               Licensee if any of the following events occur:


               6.1.1  the Owner enters into any composition or arrangement with
                      its creditors or (being a company) enters into liquidation
                      whether compulsory or voluntary (other than for the
                      purposes of solvency reconstruction or amalgamation) or
                      has a receiver or administrative receiver appointed over
                      all or any party off its assets or undertaking or a
                      petition is presented for an Administration Order or
                      (being an individual or partnership) becomes bankrupt, or
                      an event occurs within the jurisdiction of the country in
                      which the Owner is situated which has a similar effect to
                      any of the above events in the United Kingdom; or


               6.1.2  the Owner ceases to trade; or


               6.1.3  the Owner assigns copyright in the Material and the
                      assignee fails within 60 days of such assignment to offer
                      the Licensee substantially similar protection to that
                      provided by this Agreement without significantly
                      increasing the cost to the Licensee; or


               6.1.4  the Owner has defaulted in any obligation to provide the
                      Material under the Services Agreement and has failed to
                      remedy such default notified by the Licensee to the Owner.


        6.2    The Licensee must notify Escrow Agent of the event(s) specified
               in Section 6.1 by delivering to Escrow Agent a declaration (the
               "Declaration") made by an officer of the Licensee attesting that
               such event has occurred exhibiting:


               6.2.1  such documentation in support of the Declaration as Escrow
                      Agent shall reasonably require;


               6.2.2  a copy of the Services Agreement;


               6.2.3  a signed confidentiality undertaking as detailed in
                      Schedule 3


               then Escrow Agent will release the Source Code to the Licensee
               upon receipt of the release fee stated in Schedule 3.


        6.3    Upon receipt of a Declaration from the Licensee claiming a
               release event under Section 6.1.4 then Escrow Agent will release
               the Material to the Licensee upon receipt of the release fee
               stated in Schedule 4.


        6.4    Where there is any dispute as to the occurrence of any of the
               events set out in Section 6 or the fulfilment of any obligations
               detailed therein, such dispute will be referred at the request of
               either the Owner or the Licensee to the dispute resolution
               procedure set out in the Services Agreement.



                                       3
<PAGE>   293


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
<PAGE>   294

               truth and acceptability of any information contained in it,
               which Escrow Agent in good faith believes to be genuine and what
               it purports to be.


11      TERMINATION


        11.1   Escrow Agent may terminate this Agreement after failure by the
               Owner or the Licensee to comply with a 30 day written notice from
               Escrow Agent to pay any outstanding fee. If the failure to pay is
               on the part of the Owner, the Licensee shall be given the option
               of paying such fee itself. Such amount will be recoverable by the
               Licensee direct from the Owner.


        11.2   Escrow Agent may terminate this Agreement by giving 60 days
               written notice to the Owner and the Licensee. In that event the
               Owner and the Licensee shall appoint a mutually acceptable new
               custodian on terms similar to those contained in this Agreement.


        11.3   If a new custodian is not appointed within 30 days of delivery of
               any notice issued by Escrow Agent in accordance with the
               provisions of Section 11.2, the Owner or the Licensee shall be
               entitled to request the President for the time being of the
               British Computer Society to appoint a suitable new custodian upon
               such terms and conditions as he shall require. Such appointment
               shall be final and binding on all parties.


        11.4   The Licensee may terminate this Agreement at any time by giving
               written notice to the Owner and Escrow Agent.


        11.5   The Owner may only terminate this Agreement with the written
               request of the Licensee.


        11.6   This Agreement shall terminate upon release of the Material to
               the Licensee in accordance with Section 6.


        11.7   Upon termination under the provisions of Sections 11.2, 11.4,
               11.5 or 11.6, Escrow Agent will deliver the Material to the
               Owner. IF Escrow Agent is unable to trace the Owner, Escrow Agent
               will destroy the Material.


        11.8   Upon termination under the provisions o Section 11.1 the Material
               will be available for collection by the Owner from Escrow Agent
               for 30 days from the date of termination. After such 30 day
               period Escrow Agent will destroy the Material.


        11.9   Escrow Agent may forthwith terminate this Agreement and destroy
               the Material if it is unable to trace the Owner having used all
               reasonable endeavours to do so.


12      GENERAL


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


        12.2   This Agreement represents the whole agreement relating to the
               escrow arrangements between the parties for the Package and
               supersedes all prior arrangements, negotiations and undertakings.


        12.3   All notices to be given to the parties under this Agreement shall
               be deemed to have been duly given or made when delivered
               personally or 7 days after posting or if sent by facsimile, 12
               hours after despatch to the party to which such notice is
               required to be given or made under this Agreement address to the
               principal place of business or for companies based in the UK, the
               registered office.



                                       5
<PAGE>   295
                                   SCHEDULE 1


                         MATERIAL: TECHNICAL INFORMATION


The source code of the Package known as [          ]



                                       1
<PAGE>   296
                                   SCHEDULE 2


                         MATERIAL: TECHNICAL INFORMATION


The Material shall be supplied with details of the following:


        1.     Details of the deposit; full name and version details, number of
               media items, media type and density, file or archive format, list
               or retrieval commands, archive hardware and operating system
               details.


        2.     Name and functionality of each module/application of the
               Material.


        3.     Names and versions of development tools etc.


        4.     Documentation describing the procedures for
               building/compiling/executing/using the software (technical
               notes, user guides).


        5.     Hardcopy directory listings of the contents of the media.


        6.     Name and contact details of employee(s) with knowledge of how to
               maintain and support the Material.



                                       1
<PAGE>   297
                                   SCHEDULE 3


                           CONFIDENTIALITY UNDERTAKING


This undertaking is given on release of the Material pursuant to an Escrow Agent
dated [date] between:


(1)     ("the Owner");


(2)     ("the Licensee"); and


(3)     Escrow Agent


1.      Definitions contained in the Escrow Agent will apply to this
        undertaking.


2.      In consideration of Escrow Agent delivering the Materials to the
        Licensee, the Licensee undertakes with the Owner and Escrow Agent.


        2.1    to use the Material only for the purpose of understanding,
               maintaining, developing, enhancing and correcting the Package
               exclusively on behalf of the Licensee;


        2.2    not to use the Material for any other purpose nor disclose it to
               any person save such of its employees or contractors who need to
               know the same in order to understand, maintain, develop, enhance
               and correct the Package exclusively on behalf of the Licensee. ;


        2.3    to hold all media containing the Material in a safe and secure
               environment when not in use; and


        2.4    forthwith to destroy the same should the Licensee cease to be
               entitled to use the Package.



                                       1
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                                   SCHEDULE 4


                     ESCROW AGENT'S FEES (ST POUND STERLING)


1.      Initial Fee


2.      Annual Fee


        (payable on completion of this Agreement and on each anniversary
        thereafter)


1.      Update Fee


        (per update after the first 4 updates per annum)


1.      Storage Fee


        (per annum, per cubic foot payable if the source exceeds 1 cubic foot)


1.      Release Fee


        (plus Escrow Agent's reasonable expenses)


               (i)    All fees are subject to VAT where applicable(1)


               (ii)   All fees are reviewed by Escrow Agent from time to time


--------
(1) Only applicable to countries within the EU.



                                       1
<PAGE>   299
Signed on behalf of Exult, Inc.





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


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



Signed on behalf of BP Amoco plc



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


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



Signed on behalf of Escrow Agent




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


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



                                       1
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                               FRAMEWORK 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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[***]*



---------------
*  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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                               FRAMEWORK AGREEMENT


                                   SCHEDULE P


                         GLOBAL GOVERNANCE ARRANGEMENTS




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                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

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


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                                   SCHEDULE P

                         GLOBAL GOVERNANCE ARRANGEMENTS

1. INTRODUCTION

   For the purposes of this Schedule, Exult shall mean Exult or the Exult
   Participating Affiliate where appropriate; BPA shall mean BPA or the BPA
   Participating Affiliate 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.

   4.3  The responsibilities and authorities of each Country Representative will
        be determined and delegated in each case by the relevant Regional
        Governance Panel and may include matters such as:

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

        4.3.2 interpretation of the Agreement;

        4.3.3 ensuring efficient flow of documentation under the Agreement;

        4.3.4 handling of Disputes within the authority of the Country
              Representative and referring others to the Regional Governance
              Panel in accordance with the Dispute Resolution Procedure;

        4.3.5 handling of Change Requests within the authority of the Country
              Representative and referring others to the Regional Governance
              Panel in accordance with the Change Control Procedure;

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

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


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        4.3.8 generally dealing with any matter or issue arising out of or in
              connection with the Country Agreement within the delegated
              authority of, the Country Representative;

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

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

   4.4  The parties shall procure that the Country Representatives shall, at all
        times, act reasonably and in good faith having due regard to the
        interests of all parties.

5. EXECUTIVE STEERING COMMITTEE

   5.1  As soon as reasonably practicable following the Commencement Date an
        Executive Steering Committee will be established by the parties to focus
        primarily on global relationship issues. It is agreed that the Executive
        Steering Committee should not be involved in day-to-day issues.

        The Executive Steering Committee will be comprised as follows:

        For BPA:

        5.1.1 the Executive Steering Committee shall be chaired by a BPA Group
              representative;

        5.1.2 one Global Project Leader from BPA (who will also be a member of
              the Global Governance Panel);

        5.1.3 four business stream representatives; and

        5.1.4 one IT representative.

        For Exult:

        5.1.5 one Exult corporate executive representative;

        5.1.6 one Global Project Leader who will also be a member of the Global
              Governance Panel; and

        5.1.7 IT/e-commerce/services representation.

        Each party shall wherever reasonably practicable give the other 3 months
        written notice in the event it wishes to change its representatives on
        the Global Governance Panel.

   5.2  The Executive Steering Committee will meet quarterly, and at other times
        as agreed between the parties.

   5.3  The Executive Steering Committee shall be a non-voting body.

   5.4  The responsibilities of the Executive Steering Committee will include:

        5.4.1 reviewing the global relationship issues arising out of the
              Framework Agreement and the Country Agreements;

        5.4.2 reviewing significant recommendations and suggestions made by the
              Regional Steering Committee relating to issues affecting the
              relationships between the parties and relationships between the
              stakeholders;


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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.

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.

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                               FRAMEWORK AGREEMENT


                                   SCHEDULE Q


                                 DATA PROTECTION



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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1 DEFINITIONS...............................................................  1

2 PROCESSOR'S OBLIGATIONS AND WARRANTIES....................................  2

3 DATA EXPORT...............................................................  4

4 WARRANTY..................................................................  5

5 BPA'S OBLIGATIONS.........................................................  5



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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 transmission,
   dissemination or otherwise making available, alignment or combination,
   blocking, erasure or destruction;


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   "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 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.


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        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 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


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              (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;


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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.


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FA Sch. Q                                 5                                Exult
Final