<PAGE>
                                                                  EXHIBIT 4.122

                                                         CONFIDENTIAL TREATMENT
                                                           REQUESTED BY MARCONI
                                                              CORPORATION PLC


                                 DATED 23 MAY 2003




                  (1)      MARCONI CORPORATION PLC

                  (2)      CSC INTERNATIONAL SYSTEMS MANAGEMENT INC.


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                          ASSET TRANSFER AGREEMENT (CSC)

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                         STRICTLY PRIVATE AND CONFIDENTIAL




                           MAYER, BROWN, ROWE & MAW LLP
                                 11 Pilgrim Street
                                  London EC4V 6RW

                                Tel: 020-7248 4282
                                Fax: 020-7248 8155
                             Ref: 965/764/30745.00009


IN THIS EXHIBIT, THE NOTATION "[***]" (OR OTHER SIMILAR NOTATION) INDICATES THAT
CONFIDENTIAL MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE MATERIAL SO OMITTED HAS BEEN FILED SEPARATELY WITH THE SEC.
<PAGE>
                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE            SUBJECT MATTER                                                                      PAGE

<S>               <C>                                                                                 <C>
  1.              Definitions and Interpretation                                                         1
  2.              Transfer Agreements                                                                   10
  3.              Termination                                                                           11
  4.              Conditions                                                                            13
  5.              Consideration                                                                         16
  6.              Period to Completion                                                                  16
  7.              Warranties                                                                            18
  8.              Mutual Representations                                                                19
  9.              Assignment and Third Party Rights                                                     19
  10.             Entire Agreement                                                                      21
  11.             Notices                                                                               21
  12.             Amendments and Waivers                                                                23
  13.             Severability                                                                          23
  14.             Costs                                                                                 24
  15.             Continuing Effect                                                                     24
  16.             Counterparts                                                                          24
  17.             Announcements and Confidentiality                                                     24
  18.             Dispute Resolution                                                                    26
  19.             Arbitration                                                                           28
  20.             Governing Law and Jurisdiction                                                        29
  21.             Indemnification Procedure                                                             29
  22.             Conflict                                                                              30
</TABLE>

                                   SCHEDULES

Schedule 1A -     Transfer Agreement (Territories other than Italy)
Schedule 1B -     Transfer Agreement (Italy)
Schedule 2 -      Territories
Schedule 3 -      Internal Services
Schedule 4 -      Warranties
Schedule 5 -      Limitations on Claims
Schedule 6 -      Budget


<PAGE>
                            ASSET TRANSFER AGREEMENT

DATE:    23 MAY 2003

PARTIES:

(1)      MARCONI CORPORATION PLC, a company incorporated under the laws of
         England and Wales with registered number 67307, whose registered
         office is at New Century Park, PO Box 53, Coventry, CV3 1HJ, United
         Kingdom ("MARCONI"); and

(2)      CSC INTERNATIONAL SYSTEMS MANAGEMENT INC., a company incorporated
         under the laws of Nevada, USA whose principal place of business is at
         2100 East Grand Avenue, El Segundo, CA 90245, USA ("CSC").

BACKGROUND:

(A)      Marconi wishes to outsource the provision of certain information
         technology services to CSC on the terms of an agreement (the "MASTER
         SERVICES AGREEMENT") of the same date as this Agreement.

(B)      It has been agreed as part of this outsourcing that Marconi or its
         nominees shall transfer to CSC or its nominees certain equipment,
         personnel and contracts which are required for the provision of the
         Services.

(C)      Accordingly Marconi and CSC have agreed to enter into this Agreement
         to give effect to the transactions described above.

IT IS NOW AGREED THAT:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINED TERMS

         In this Agreement the following definitions apply unless the context
         otherwise requires:

         "AGREED TERMS" means, in relation to any document, that document in
         the terms agreed between the Parties and signed or initialled for
         identification purposes only by or on behalf of each of them prior to
         execution of this Agreement;

         "AGREEMENT" means the body of this agreement together with its
         schedules;


                                       1
<PAGE>
         "ASSETS" means the IT Equipment and the In-Scope Contracts to be sold
         to and purchased by CSC or CSC's Nominee under a Transfer Agreement,
         and "ASSET" shall mean any one of them;

         "BT ASSET TRANSFER AGREEMENT" means the agreement between Marconi,
         Marconi Communications Limited, British Telecommunications plc and CSC
         of the same date as this Agreement providing (amongst other things)
         for the transfer of certain assets and staff;

         "BT SUB-CONTRACT" means the agreement between CSC and British
         Telecommunications plc of the same date as this Agreement, providing
         (amongst other things) for the sub-contracting to BT of certain of
         CSC's obligations under the Master Services Agreement;

         "BUDGET" means the notional costs in respect of the Internal Services
         set forth in Schedule 6 (Budget);

         "BUSINESS DAY" means any day when clearing banks are open for business
         in the City of London for the transaction of normal banking business,
         other than a Saturday, Sunday or bank or public holiday recognised in
         England;

         "COMPLETION DATE" means, in relation to a Phase 1 Territory, the Phase
         1 Completion Date and, in relation to a Phase 2 Territory, the Phase 2
         Completion Date for that Territory;

         "CONDITIONS" means, in relation to any Territory, the conditions
         defined as "Conditions" in the Transfer Agreement relating to that
         Territory;

         "CONTROL" means the beneficial ownership of more than fifty per cent
         (50%) of the issued share capital with full voting rights of, or the
         legal power to direct or cause the direction of, the general
         management of the company, partnership or other entity in question or
         the holding company of the company, partnership or other entity in
         question, and "CONTROLLED" shall be construed accordingly;

         "CSC GROUP" means all or any of the following from time to time: CSC,
         its subsidiaries and subsidiary undertakings and any parent
         undertaking of CSC and all other subsidiaries and subsidiary
         undertakings of any parent undertaking of CSC, and "MEMBER OF THE CSC
         GROUP" shall be construed accordingly;

         "CSC'S NOMINEE" means a member of the CSC Group (other than CSC)
         identified in Schedule 2 (Territories) or notified to Marconi
         following signature of this Agreement


                                       2
<PAGE>
         in relation to a Territory for the purpose of entering into a Transfer
         Agreement in that Territory;

         "CSC SERVICE DELIVERY MANAGER" means the person appointed as such by
         CSC and notified to Marconi from time to time;

         "CURRENT CONTRACTS" means the Equipment Contracts, the Maintenance
         Contracts, the Operating System Licences, the Third Party Supply
         Contracts and the Vehicle Leases;

         "DISCLOSURE LETTER" means the disclosure letter together with its
         annexures having the same date as this Agreement from Marconi to CSC,
         as updated by the matters notified to CSC pursuant to paragraph 1.3(a)
         of Schedule 2 (Employment Provisions) of each Transfer Agreement;

         "EMPLOYEES" means the persons identified in Schedule 3 (Employees) to
         any Transfer Agreement;

         "EQUIPMENT CONTRACTS" means all hire purchase agreements, leasing
         agreements, lease purchase agreements, credit sale agreements and
         agreements for conditional sale or sale by instalments, in each case
         relating to hardware and information technology assets and equipment
         located in a Territory and used for the purpose of the Internal
         Services, and entered into by members of the Marconi Group, including
         those agreements listed in Part 1 of Schedule 1 (Equipment Contracts)
         of any of the Transfer Agreements and any such agreements identified
         as part of a True-up Process;

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
         regional, provincial, territorial, local or other political
         subdivision thereof, or any supranational authority and any entity or
         official exercising executive, legislative, judicial, quasi-judicial,
         regulatory or administrative functions of or pertaining to government;

         "GROUP" means in relation to any person (other than Marconi), all or
         any of the following from time to time: that person, its subsidiaries
         and subsidiary undertakings, any parent undertaking of that person,
         and all other subsidiaries or subsidiary undertakings of any parent
         undertaking of that person and, in the case of Marconi, means the
         Marconi Group, and "MEMBER OF THE GROUP OF" any person shall be
         construed accordingly;

         "ICTA" means the Income and Corporation Taxes Act 1988 and any
         regulations made under it;


                                       3
<PAGE>
         "IN-SCOPE CONTRACT" means any Current Contract the costs of which are
         included in the Budget as verified under a True-up Process or included
         in the Charges (as defined in the Master Services Agreement) pursuant
         to a True-up Process, which remains to be fully discharged immediately
         before the Phase 1 Completion Date to the extent the Current Contract
         relates either to IT Equipment located in a Phase 1 Territory or to
         Internal Services delivered in a Phase 1 Territory, or immediately
         before the relevant Phase 2 Completion Date to the extent the Current
         Contract relates either to IT Equipment located in a Phase 2 Territory
         or to Internal Services delivered in a Phase 2 Territory, and which is
         not a Retained Contract;

         "IN-SCOPE CONTRACT COMPLETION DATE" means, in relation to any In-Scope
         Contract, the date on which legal and equitable title and risk in that
         In-Scope Contract passes to CSC or the relevant CSC Nominee under the
         relevant Transfer Agreement;

         "INTERNAL SERVICES" means all or any of the services referenced in
         Part 1 of Schedule 3 (Internal Services) provided by the Marconi Group
         from its own resources or procured by the Marconi Group from third
         parties, and delivered to or used by the Marconi Group as at the
         Commencement Date at the sites referenced in Part 2 of Schedule 3
         (Internal Services);

         "IT EQUIPMENT" means such of the hardware and information technology
         assets and equipment as is located in any Territory and either listed
         in the Marconi Asset Registers or used to provide the Internal
         Services, and any Leased Equipment to which a Transfer Agreement
         refers title to which is acquired by the Marconi Group before
         Equipment Completion (as defined in that Transfer Agreement),
         excluding (in either case) the Retained Equipment;

         "IT SERVICES" means the services referenced in Schedule 3 (Internal
         Services) (and for the purposes of this definition all references to
         "the Supplier" in the description of the services referenced in
         Schedule 3 shall be deemed to be references to CSC);

         "LEASED EQUIPMENT" means the hardware and other information technology
         assets and equipment that are subject to the Equipment Contracts;

         "LOSS" means any or all loss, damage, cost and expense;

         "MAINTENANCE CONTRACTS" means all agreements for, or parts of
         agreements relating to, the servicing, maintenance, repair or support
         of any of the IT Equipment or the Leased Equipment entered into by
         members of the Marconi Group for the purposes of the Internal
         Services, or of any software entered into by members of the Marconi
         Group for the purpose of the Internal Services, including those
         agreements listed in


                                       4
<PAGE>
         Part 2 of Schedule 1 (Maintenance Contracts) of any of the Transfer
         Agreements and any such agreements identified as part of a True-up
         Process;

         "MARCONI ASSET REGISTERS" means the registers of hardware and
         information technology assets and equipment owned by the Marconi Group
         in the Agreed Terms;

         "MARCONI CONTRACT MANAGER" means the person appointed as such by
         Marconi and notified to CSC from time to time;

         "MARCONI CONTROLLED GROUP" means Marconi, and any other person which
         from time to time Controls, is Controlled by, or is under common
         Control with Marconi and "MEMBER OF THE MARCONI CONTROLLED GROUP"
         shall be construed accordingly;

         "MARCONI GROUP" means all or any of the following from time to time:

         (a)      Marconi;

         (b)      Marconi's wholly-owned subsidiaries and wholly-owned
                  subsidiary undertakings;

         (c)      any parent undertaking of Marconi and all other wholly-owned
                  subsidiaries and wholly-owned subsidiary undertakings of any
                  parent undertaking of Marconi; and

         (d)      Marconi Communications South Africa (pty) Ltd,

         and "MEMBER OF THE MARCONI GROUP" shall be construed accordingly;

         "MASTER SERVICES AGREEMENT" has the meaning given in Background (A)
         and any reference in this Agreement to terms as defined in the Master
         Services Agreement shall be a reference to the Master Services
         Agreement in the form in which it is signed on the date of this
         Agreement;

         "OPERATING SYSTEMS LICENCES" means all licences of operating system
         software installed or running on the IT Equipment or the Leased
         Equipment to which a member of the Marconi Group is a party (and
         which, in the case of Leased Equipment, does not form part of the
         relevant Equipment Contract), including those licences which are
         listed in Part 4 of Schedule 1 (Current Contracts) of any of the
         Transfer Agreements and any such licences identified during a True-up
         Process, excluding Maintenance Contracts;

         "PARTY" means each of Marconi and CSC;


                                       5
<PAGE>
         "PHASE 1 COMPLETION" means completion of the sale and purchase of such
         of the contracts listed in Schedule 1 (Current Contracts) to each
         Transfer Agreement relating to a Phase 1 Territory as are In Scope
         Contracts and the completion of the sale of the IT Equipment located
         in each of the Phase 1 Territories by the relevant member of the
         Marconi Group to CSC or the relevant CSC Nominee, in each case in
         accordance with Clause 7 (Completion) of the applicable Transfer
         Agreement;

         "PHASE 1 COMPLETION DATE" means:

         (a)      1 June 2003; or

         (b)      the date of the Business Day on which the last of the
                  Conditions to be satisfied in each of the Phase 1 Territories
                  is satisfied or waived by the Parties,

         whichever is the later;

         "PHASE 1 LONG STOP DATE" means 1 July 2003;

         "PHASE 1 TERRITORY" means each of the United Kingdom, Ireland, the
         United States of America and Canada;

         "PHASE 2 COMPLETION" means, in relation to any Phase 2 Territory, the
         completion of the sale and purchase of such of the contracts listed in
         Schedule 1 (Current Contracts) to the Transfer Agreement(s) relating
         to that Phase 2 Territory as are In Scope Contracts and the sale of
         the IT Equipment located in that Phase 2 Territory by the relevant
         member of the Marconi Group to CSC or the relevant CSC Nominee, in
         each case in accordance with Clause 7 (Completion) of the applicable
         Transfer Agreement;

         "PHASE 2 COMPLETION DATE" means, in relation to all (but not some
         only) of the transactions required under Transfer Agreements to take
         place in the same Phase 2 Territory:

         (a)      27 June 2003; or

         (b)      the date of the Business Day on which the last of the
                  Conditions to be satisfied in that Phase 2 Territory is
                  satisfied or waived by the Parties,

         whichever is the later;

         "PHASE 2 LONG STOP DATE" means the date that is twelve (12) weeks
         after Phase 1 Completion;


                                       6
<PAGE>
         "PHASE 2 TERRITORY" means any country in the world where Internal
         Services are delivered on the date of this Agreement other than a
         Phase 1 Territory;

         "REGULATIONS" means, in relation to a UK Transferring Employee, the
         regulations implementing the provisions of EC Directive No. 77/187
         dated 14 February 1977 (as amended by EU Directive No. 98/50 dated 29
         June 1998 and by EU Directive No. 2001/23 (to the extent that EU
         Directive No. 2001/23 has been implemented)) including the Transfer of
         Undertakings (Protection of Employment) Regulations 1981 applicable to
         that UK Transferring Employee's terms and conditions of employment;

         "RETAINED CONTRACT" means any Current Contract which CSC elects not to
         purchase under the terms of any Transfer Agreement or which, and then
         only to the extent it, relates to the Retained Equipment;

         "RETAINED EQUIPMENT" means all hardware and information technology
         assets and equipment owned by a member of the Marconi Group and either
         not located in any Territory or used exclusively for any purpose other
         than the Internal Services;

         "TERRITORY" means, individually, each of the countries identified in
         Schedule 2 (Territories) and "TERRITORIES" shall mean more than one of
         them;

         "THIRD PARTY SUPPLY CONTRACTS" means the contracts, engagements and
         orders for the sale or supply to members of the Marconi Group of goods
         or services entered into by members of the Marconi Group for the
         purpose of the Internal Services, including those agreements listed in
         Part 3 of Schedule 1 (Current Contracts) of any of the Transfer
         Agreements and any such agreements identified during a True-up
         Process, excluding Maintenance Contracts;

         "TRANSACTION TAX" means any form of value added tax, stamp duty, sales
         tax, registration tax, fees or surcharges or similar tax or duty
         levied by a Governmental Authority upon the transfer of the Assets in
         any Territory, and shall include any interest or penalty incurred in
         connection with a failure or late payment thereof;

         "TRUE-UP PROCESS" shall have the meaning given to it in the Master
         Services Agreement;

         "TRANSFER AGREEMENT" means an agreement in writing in relation to a
         Territory identified in Schedule 2 (Territories) between the parties
         identified in that Schedule, substantially in the form of Schedule 1A
         (Transfer Agreement) in the case of Territories other than Italy, or
         substantially in the form of Schedule 1B (Italian Transfer Agreement)
         in the case of Italy, with such amendments (if any) as are


                                       7
<PAGE>
         appropriate to reflect any Regulated Activities (as defined in the
         Master Services Agreement) or any applicable law or regulation
         relevant to that Territory;

         "VEHICLE LEASES" means all agreements entered into by members of the
         Marconi Group with a third party under which either vehicles are
         leased by the relevant member of the Marconi Group for the benefit of
         any Employees or the relevant member of the Marconi Group guarantees
         an Employee's obligations in respect of a leased vehicle, including
         those agreements listed in Part 5 of Schedule 1 (Current Contracts) of
         any Transfer Agreement and any such agreements identified as part of a
         True-up Process;

         "VENDOR EQUIPMENT CONSIDERATION" means in relation to any IT Equipment
         the consideration payable by the relevant member of the CSC Group to
         the relevant member of the Marconi Group in respect of that IT
         Equipment under the Transfer Agreement relating to the Territory in
         which that IT Equipment is located; and

         "WARRANTIES" means the warranties set out in Schedule 4 (Warranties).

1.2      INTERPRETATION

         In this Agreement:

         (a)      unless the context otherwise requires, all references to:

                  (i)      a "CLAUSE" or a "SCHEDULE" is to a clause of or a
                           schedule to this Agreement and to a "PART" or a
                           "PARAGRAPH" of a Schedule is to a part or a
                           paragraph of that Schedule;

                  (ii)     the word "INCLUDES" or "INCLUDING" shall be
                           construed without limitation to the generality of
                           the preceding words;

                  (iii)    this "AGREEMENT" includes its Schedules, and
                           references to this Agreement as amended from time to
                           time in accordance with its terms (as amended
                           accordingly);

                  (iv)     the "RIGHTS" of any person (including of any Party)
                           shall mean the rights and remedies available to that
                           person under this Agreement or otherwise;

                  (v)      "INDEMNIFY" means to indemnify and keep indemnified
                           in respect of the Loss in question and, where any
                           tax or other duty is chargeable on


                                       8
<PAGE>
                           or in relation to the Loss or its payment, then such
                           indemnity shall be on an after tax basis;

                  (vi)     a "PERSON" include any individual, firm,
                           corporation, unincorporated association, government,
                           state or agency of state, association, partnership
                           or joint venture (whether or not having a separate
                           legal personality);

                  (vii)    a "COMPANY" include any company, corporation or
                           other body corporate wherever and however
                           incorporated or established;

                  (viii)   a "DOCUMENT" are to that document as varied,
                           supplemented or replaced from time to time;

                  (ix)     "WRITING" shall include any modes of reproducing
                           words in a legible and non-transitory form;

                  (x)      "DOLLARS" or "$" is to the lawful currency of the
                           United States of America as of the Commencement
                           Date;

                  (xi)     "EUROS" or "(EURO)" is to the lawful currency of
                           participating member states of the European Monetary
                           Union as of the Commencement Date;

                  (xii)    "STERLING" or "(POUND)" or "POUNDS" is to the lawful
                           currency of the United Kingdom; and

                  (xiii)   a TIME OF THE DAY is to London time and references
                           to a "DAY" are to a period of 24 hours running from
                           midnight to midnight;

         (b)      the headings shall be ignored in construing this Agreement;

         (c)      unless the context otherwise requires, words or phrases
                  importing the singular shall be interpreted to include the
                  plural and vice versa; and

         (d)      unless the context otherwise requires, a statute or statutory
                  provision is a reference to the statute or statutory
                  provision in force in England and Wales and includes any
                  consolidation or re-enactment, modification or replacement of
                  it, any statute or statutory provision of which it is a
                  consolidation, re-enactment, modification or replacement and
                  any sub-ordinate legislation in force under any of the same
                  from time to time, but without in any case increasing the
                  liability of any Party under or in connection with this
                  Agreement.


                                       9
<PAGE>
1.3      COMPANIES ACT DEFINITIONS

         In this Agreement, unless the context otherwise requires, words and
         expressions defined in the Companies Act 1985 shall bear the meaning
         ascribed to them in that Act to the exclusion of any definition of the
         same words or expression in any other Legislation (as defined in the
         Master Services Agreement).

1.4      NO LIABILITY

         No Party shall be liable for a breach of this Agreement by any other
         Party save as expressly provided to the contrary in this Agreement.

2.       TRANSFER AGREEMENTS

2.1      On or as soon as reasonably practicable after the date of this
         Agreement, each Party shall or (as the case may be) shall procure that
         the members of its Group identified in Schedule 2 (Territories) in
         relation to a Territory shall enter into a Transfer Agreement with the
         members of each of the other Party's Group identified in Schedule 2
         (Territories) in relation to the same Territory.

2.2      A Transfer Agreement shall be entered into for the purposes of Clause
         2.1 (as between the parties thereto) when it is executed by the
         parties to it.

2.3      Marconi and CSC shall each procure that each member of its Group that
         is a party to a Transfer Agreement shall comply with the terms of that
         Transfer Agreement. Where a party to a Transfer Agreement leaves the
         Marconi Group or CSC Group (as the case may be) (the "DEPARTING
         MEMBER"), then Marconi or CSC (as the case may be) undertakes either
         to:

         (a)      procure compliance by the Departing Member with the Departing
                  Member's outstanding obligations under the Transfer
                  Agreement;

         (b)      comply with the outstanding obligations of the Departing
                  Member under the Transfer Agreement, in place of the
                  Departing Member; or

         (c)      procure that another member of the Marconi Group or the CSC
                  Group (as the case may be) complies with the outstanding
                  obligations of the Departing Member under the Transfer
                  Agreement, in place of the Departing Member.

2.4      Where any member of any of the Marconi Group or the CSC Group (as the
         case may be) which is a party to a Transfer Agreement (the "PROCURING
         MEMBER") is subject to an obligation under a Transfer Agreement to
         procure that another member of its


                                      10
<PAGE>
         Group undertakes any action but the Procuring Member is unable to
         comply with such obligation to procure, then Marconi or CSC (as the
         case may be) shall comply with such obligation to procure in place of
         the relevant Procuring Member.

2.5      Each Party warrants to the other that the parties identified in
         Schedule 2 (Territories) as members of its Group are members of its
         Group. Marconi warrants to CSC that Marconi Communications South
         Africa (pty) Ltd is a member of the Marconi Controlled Group and
         undertakes to inform CSC promptly in the event that Marconi
         Communications South Africa (pty) Ltd ceases for any reason to be a
         member of the Marconi Controlled Group.

3.       TERMINATION

3.1      TERMINATION OF WHOLE AGREEMENT

         This Agreement shall terminate with immediate effect on the earlier of
         the following:

         (a)      if all of the Conditions to be satisfied in (or otherwise in
                  respect of) the Phase 1 Territories have not been satisfied
                  or waived by Marconi and CSC on or before the Phase 1 Long
                  Stop Date, on the Phase 1 Long Stop Date;

         (b)      if notice is given by any party to the Master Services
                  Agreement at any time before Phase 1 Completion to terminate
                  the Master Services Agreement, on the date such notice is
                  given in accordance with the Master Services Agreement (or,
                  where the Master Services Agreement terminates under the
                  first sentence of clause 2.1(2) of the Master Services
                  Agreement, on the date of such termination); or

         (c)      if notice is given by either party to the BT Sub-Contract at
                  any time before Phase 1 Completion to terminate the BT
                  Sub-Contract, on the date such notice is given in accordance
                  with the BT Sub-Contract; or

         (d)      if the BT Asset Transfer Agreement terminates at any time
                  before Phase 1 Completion, on the termination of the BT Asset
                  Transfer Agreement.

3.2      TERMINATION IN RELATION TO PHASE 2 TERRITORIES

(1)      This Agreement shall terminate in relation to a Phase 2 Territory (the
         "TERMINATED TERRITORY") with immediate effect on the earlier of the
         following:


                                      11
<PAGE>
         (a)      if all of the Conditions to be satisfied in (or otherwise in
                  respect of) that Terminated Territory have not been satisfied
                  or waived by Marconi and CSC on or before the Phase 2 Long
                  Stop Date, on the Phase 2 Long Stop Date; or

         (b)      if notice is given by either party to the Master Services
                  Agreement at any time before the Phase 2 Long Stop Date to
                  terminate the Master Services Agreement or such part thereof
                  as applies to the provision or delivery of services in the
                  Terminated Territory, on the date such notice is given in
                  accordance with the Master Services Agreement (or where the
                  Master Services Agreement or the relevant part of it as
                  applies to the provision of delivery of services in the
                  Terminated Territory terminates under clause 2.1(2) of the
                  Master Services Agreement, on the date of such termination);
                  or

         (c)      if notice is given by either party to the BT Sub-Contract at
                  any time before the Phase 2 Long Stop Date to terminate the
                  BT Sub-Contract or such part thereof as applies to the
                  provision or delivery of services in the Terminated
                  Territory, on the date such notice is given in accordance
                  with the BT Sub-Contract (or where the BT Sub-Contract
                  terminates automatically before the Phase 2 Long Stop Date,
                  on the date of such termination); or

         (d)      if the BT Asset Transfer Agreement terminates in relation to
                  the Terminated Territory, on the termination of the BT Asset
                  Transfer Agreement in relation to that Terminated Territory,

         except that this Agreement shall not so terminate where Completion (as
         defined in the applicable Territory Transfer Agreement) in relation to
         the Terminated Territory has already occurred.

(2)      Termination of this Agreement under Clause 3.2(1) in relation to one
         or more Phase 2 Territories shall not affect the application of this
         Agreement in relation to any other Territories.

3.3      CONSEQUENCES OF TERMINATION

(1)      Subject to Clauses 3.3(2) to (5), termination of this Agreement (in
         whole or part) shall not affect the rights of the Parties which have
         accrued before termination.

(2)      Where this Agreement terminates under Clause 3.1 (Termination of Whole
         Agreement), subject to Clauses 3.3(4) and 3.3(5), Marconi shall pay
         CSC such proportion of the Charges for such of the Transition Services
         (as defined in the Master Services Agreement) as relates to the
         provision of the IT Services as fairly and


                                      12
<PAGE>
         reasonably reflects the proportion of those Transition Services
         carried out by CSC in accordance with the Master Services Agreement as
         at the date of termination of this Agreement (full account being taken
         of services falling within those Transition Services provided by the
         Supplier's Authorised Sub-Contractors).

(3)      Where this Agreement terminates in relation to any Terminated
         Territory under Clause 3.2(1) (Termination in relation to Phase 2
         Territories), subject to Clause 3.3(4) and 3.3(5), Marconi shall pay
         CSC such proportion of the Charges for such of the Transition Services
         (as defined in the Master Services Agreement) as relates to the
         provision of the IT Services in the relevant Terminated Territory as
         fairly and reasonably reflects the proportion of those Transition
         Services carried out by CSC in accordance with the Master Services
         Agreement as at the date of termination of this Agreement (full
         account being taken of services falling within those Transition
         Services provided by the Supplier's Authorised Sub-Contractors).

(4)      Where this Agreement terminates under Clauses 3.1(b) or 3.2(1)(b) and
         such termination has arisen as a result of notice having been given to
         terminate the Master Services Agreement by Marconi for CSC's breach,
         then Marconi shall not be liable to pay any amount under Clauses
         3.3(2) or 3.3(3).

(5)      Where this Agreement terminates under Clauses 3.1(c) or 3.2(1)(c) then
         Marconi shall not be liable to pay any amounts under Clauses 3.3(2) or
         3.3(3).

(6)      For the avoidance of doubt, nothing in this Clause 3.3 shall preclude
         the Marconi Group from including in any claims for damages (on the
         grounds of wasted expenditure or otherwise) amounts in respect of
         Charges for Transition Services paid by the Marconi Group on or before
         the date of termination of this Agreement and the rights contained in
         this Clause 3.3 are cumulative and are not exclusive of any rights
         provided by law or otherwise.

4.       CONDITIONS

4.1      SATISFACTION OF THE CONDITIONS

(1)      Each Party undertakes to use its reasonable endeavours to procure the
         satisfaction of the Conditions applicable to the Phase 1 Territories
         as soon as possible and in any event by the Phase 1 Long Stop Date.

(2)      Each Party undertakes to use its reasonable endeavours to procure the
         satisfaction of the Conditions applicable to each Phase 2 Territory as
         soon as possible and in any event by the Phase 2 Long Stop Date.


                                      13
<PAGE>
(3)      Each Party shall keep the other regularly advised of its progress
         towards the satisfaction of its obligations under this Clause 4.1.

(4)      For the avoidance of doubt and without limitation to the other
         provisions of this Clause 4.1, the Parties acknowledge and agree that
         the transactions contemplated in this Agreement and in each Transfer
         Agreement are subject to the undertaking and completion of all
         necessary consultations with any works council, trade union, employee
         or staff representative or any other form of staff representative as
         may be required by the law of any relevant Territory and that,
         accordingly, where as a result of the outcome of any such consultation
         any amendment is required to the Master Services Agreement, such
         amendments (and the impact of such amendments on the Charges (as
         defined in the Master Services Agreement) shall be subject to Change
         Control (as defined in the Master Services Agreement) pursuant to the
         Master Services Agreement.

4.2      APPLICATION TO THE BUNDESKARTELLAMT IN GERMANY AND OTHER COMPETITION
         AUTHORITIES

(1)      Without affecting the general nature of Clause 4.1 (Satisfaction of
         the Conditions), CSC shall, or shall procure that the relevant member
         of its Group shall, make all necessary filings with the
         Bundeskartellamt for granting such consents which are required to
         satisfy paragraph (1) of the definition of Conditions in the Transfer
         Agreement relating to Germany in relation to merger control
         requirements, and shall use their reasonable endeavours to prosecute
         such filing until the approval is granted.

(2)      Without affecting the general nature of Clause 4.1 (Satisfaction of
         the Conditions), CSC shall, or shall procure that the relevant member
         of its Group shall, make all necessary filings for granting such
         consents which are required to satisfy paragraph (1) of the definition
         of Conditions in each Transfer Agreement respect of any other relevant
         merger control rules, in addition to any merger control approvals or
         clearances which CSC considers to be required under any relevant
         merger control laws providing for voluntary notification and shall use
         their reasonable endeavours to prosecute such filings until the
         approval is granted.

(3)      Marconi shall, or shall procure that relevant member(s) of the Marconi
         Controlled Group shall provide all assistance and information as may
         be reasonably necessary to prosecute such filings as set out in
         Clauses 4.2(1) and (2).


                                      14
<PAGE>
(4)      Marconi and CSC shall, or shall procure that the relevant member(s) of
         its Group shall execute all deeds and other documents as may be
         reasonably necessary to prosecute such filings as set out in Clauses
         4.2(1) and (2).

(5)      If any of the transactions envisaged by this Agreement (or any of the
         Transfer Agreements) are referred by the UK Secretary of State to the
         Competition Commission, then (to the extent of that referral) those
         transactions will not proceed further until the resolution of the
         procedure. The Parties shall cooperate with each other to satisfy the
         Competition Commission with regard to such transactions, and in taking
         any reasonable steps to allow either the IT Services (as defined in
         the Master Services Agreement) to continue or to enable Marconi to
         continue the Internal Services.

(6)      Where, following Phase 1 Completion (in respect of any Phase 1
         Territory) or Phase 2 Completion (in respect of any Phase 2
         Territory), a Governmental Authority orders in relation to that Phase
         1 Territory or Phase 2 Territory (as the case may be) the unwinding of
         any of the transactions envisaged by, or the divesture of any Assets
         purchased or Employees transferred under, this Agreement or any
         Transfer Agreement, then the Parties shall take all steps as may be
         lawfully required by that Governmental Authority in connection with
         such unwinding or divestiture and (except to the extent the following
         would conflict with such requirements of the Governmental Authority):

         (a)      CSC shall and shall procure that the relevant CSC Nominee
                  shall sell, and Marconi shall and shall procure that the
                  relevant members of the Marconi Group shall purchase the IT
                  Equipment at a price which is equal to the Vendor Equipment
                  Consideration less a sum equal to the amount by which the IT
                  Equipment has been depreciated in the books of the CSC Group
                  between Completion and the date of such sale and purchase ;
                  and

         (b)      the Parties shall use reasonable endeavours to agree and
                  implement such other arrangements as may be required to put
                  them back in the position in relation to that Phase 1
                  Territory or Phase 2 Territory (as the case may be) which
                  they were in prior to the signature of this Agreement and the
                  relevant Transfer Agreement.

(7)      The Parties' reasonable costs of complying with this Clause 4.2
         (including payments relating to filing fees payable to any national
         authorities in respect of any merger control filings as set out in
         Clauses 4.2(1), (2) and (3)) shall be aggregated, and the resultant
         aggregate amount shared in equal amounts between all of the Parties.


                                      15
<PAGE>
5.       CONSIDERATION

5.1      TAXATION

         The Parties undertake to consult and to co-operate with each other to
         take, so far as is reasonable, such actions as may be required to
         optimise their taxation position and their position as regards legal
         and regulatory compliance, arising from this Agreement and the
         Transfer Agreements.

5.2      METHOD OF PAYMENT

(1)      Each payment to be made under any Transfer Agreement to the Marconi
         Group in respect of the Vendor Equipment Consideration and the Vendor
         Contracts Consideration (as defined in any such Transfer Agreement)
         shall (except as otherwise required by applicable law) be made by
         means of a single payment in sterling to Marconi to the account
         specified in Clause 5.2(2), for itself and as agent for any member of
         the Marconi Group which is a party to a Transfer Agreement and to whom
         a payment is to be made, and any such payment to be made to the
         Marconi Group shall (except as otherwise required by applicable law)
         be made by CSC for itself and as agent for any member of the CSC Group
         which is a party to a Transfer Agreement and by whom a payment is to
         be made.

(2)      The account details for the purpose of Clause 5.2(1) are:

         Bank:             HSBC Bank plc
         Sort code:        40-05-30
         Account no:       42074451
         Ref:              Marconi Corporation plc Treasury

6.       PERIOD TO COMPLETION

6.1      MAINTENANCE OF IT EQUIPMENT DURING PERIOD TO COMPLETION

(1)      Marconi undertakes to CSC and the CSC Nominees to procure that during
         the Period to Completion (as defined in Clause 6.1(2)), the IT
         Equipment shall only be used for the purpose for which it was used
         before the date of this Agreement, and in particular (but without
         limitation), Marconi shall ensure that all reasonable steps are taken
         to preserve and protect the IT Equipment and that the IT Equipment is
         not charged, encumbered, leased or disposed of, and that no agreement
         is entered into to do any of the same.

(2)      For the purposes of Clause 6.1(1), "PERIOD TO COMPLETION" means:


                                      16
<PAGE>
         (a)      in respect of any IT Equipment located in a Phase 1
                  Territory, the period commencing on the date of this
                  Agreement and ending on Phase 1 Completion; and

         (b)      in respect of any IT Equipment located in a Phase 2
                  Territory, the period commencing on the date of this
                  Agreement and ending on the Phase 2 Completion relating to
                  that Phase 2 Territory.

6.2      CURRENT CONTRACTS

(1)      Marconi undertakes to CSC and the CSC Nominees to procure that between
         the date of this Agreement and, in relation to any particular In-Scope
         Contract, the relevant In-Scope Contract Completion Date:

         (a)      it shall and shall procure that each member of the Marconi
                  Group shall observe and comply with all the terms of the
                  In-Scope Contract; and

         (b)      neither Marconi nor any member of the Marconi Group shall
                  amend, renew or terminate any In-Scope Contract.

(2)      Marconi undertakes to CSC and the CSC Nominees to procure that no
         member of the Marconi Group enters into any new contract or
         arrangement relating to any Internal Services whilst those Internal
         Services are being provided by the Marconi Group, without obtaining
         CSC's prior written consent, which consent shall not be unreasonably
         withheld or delayed.

(3)      Marconi shall, and shall procure that the relevant members of the
         Marconi Group shall as soon as reasonably practicable:

         (a)      subject to the consent of any party required to disclose the
                  terms of any individual Current Contract, disclose to CSC or
                  the relevant CSC Nominee copies of the Current Contracts; or

         (b)      where the requisite consent has not been obtained, provide to
                  CSC or the relevant CSC Nominee such information concerning
                  the contents of the Current Contract as may otherwise be
                  disclosed without placing Marconi or the relevant member of
                  the Marconi Group in breach of the terms of that Current
                  Contract or any other obligations owed to any counter-party
                  to the relevant Current Contract.


                                      17
<PAGE>
(4)      Any Current Contract shall cease to be subject to this Clause 6.2
         (Current Contracts) if CSC or CSC's Nominee elects not to purchase it
         under the terms of the relevant Transfer Agreement.

7.       WARRANTIES

7.1      WARRANTIES

         Marconi warrants to CSC that the Warranties are true, accurate and not
         misleading as at the date of this Agreement.

7.2      LIMITATIONS ON CLAIMS

         The liability of Marconi under the Warranties [***]shall (except in
         the case of fraud) be limited as set out in Schedule 5 (Limitations on
         Claims). The rights and remedies of CSC in respect of any breach of
         Warranty by Marconi shall not be affected by:

         (a)      completion of the purchase of the Assets; or

         (b)      any investigation or inquiry made or to be made by or on
                  behalf of CSC following the date of this Agreement.

7.3      STATUS OF WARRANTIES

         CSC acknowledges that in entering into this Agreement and each of the
         other documents referred to herein it has not relied on any other
         statement, representation, act, fact, circumstance or warranty save
         and except for the Warranties and neither CSC nor any member of the
         CSC Group shall, save in the case of fraud or fraudulent
         misrepresentation, have any right of recovery or remedy in respect of
         a breach of the Warranties or of Clause 8 (Mutual Representations)
         save as expressly provided in this Agreement or any Transfer
         Agreement.

7.4      NO RIGHT OF A PARTY TO RESCIND

         The sole remedy of CSC for breach by Marconi of the Warranties and/or
         a breach by Marconi of Clause 8 (Mutual Representations) and the sole
         remedy of Marconi for a breach by CSC of Clause 8 (Mutual
         Representations) shall (in each case) be damages and each Party
         acknowledges that it shall have no right to rescind this Agreement in
         any circumstances and irrevocably waives any other remedies it may
         have in relation to a breach by the other of the Warranties or Clause
         8 (Mutual Representations) provided that nothing in this Clause 7.4
         shall operate to exclude any Party's liability for fraudulent
         misrepresentation.


                                      18
<PAGE>
7.5      MEANING OF "SO FAR AS MARCONI IS AWARE"

         If any of the Warranties are expressed to be given "so far as Marconi
         is aware" or "to the best of the knowledge information and belief of
         Marconi", or words to that effect, then such expression shall be
         deemed to include an additional statement to the effect that the
         relevant Warranty has been made after reasonable enquiries.

7.6      WAIVER OF RIGHTS

         Marconi agrees with CSC to waive any rights or claims which it may
         have in respect of any misrepresentation, inaccuracy or omission in,
         or from, any information or advice supplied or given by any of the
         Employees on which Marconi may have relied in connection with the
         giving of the Warranties and the preparation of the Disclosure Letter.

7.7      EXCLUSION OF IMPLIED TERMS

         All warranties, conditions, or terms not set out in this Agreement and
         which would otherwise be implied or incorporated into this Agreement
         by reason of statute, common law or otherwise (other than as to the
         title to goods) are hereby excluded, except to the extent they may not
         be excluded or limited by law.

8.       MUTUAL REPRESENTATIONS

         Each Party represents to each other Party that it has full power and
         authority to execute, deliver and perform its obligations under this
         Agreement and that there are no existing agreements or arrangements
         with third parties, the terms of which prevent such Party from
         entering into or performing its obligations under this Agreement.

9.       ASSIGNMENT AND THIRD PARTY RIGHTS

9.1      ASSIGNMENT

(1)      Either CSC or Marconi may assign all or any of its rights or transfer
         all or any of its rights, obligations and liabilities under this
         Agreement to any member of its Group (provided that if any such
         assignee or transferee ceases at any time to be a member of the
         relevant Group it shall, at the request of the Marconi (in the case of
         an assignment or transfer by CSC) or CSC (in the case of an assignment
         or transfer by Marconi), immediately reassign and re-transfer all such
         rights, obligations and liabilities to a remaining member of the
         Group), and Marconi (in the case of an assignment or transfer by CSC)
         or CSC (in the case of an assignment or transfer by Marconi) consents
         to such an assignment or transfer and will execute all deeds or other


                                      19
<PAGE>
         documents, and do all such acts as the assigning Party may reasonably
         require in order to give effect to such assignment or transfer. Any
         such assignment or transfer shall not affect the assigning or
         transferring Party's outstanding obligations or liabilities under this
         Agreement for which it shall continue to remain liable in the event
         the Party receiving the assignment or transfer of the relevant rights,
         obligations and liabilities should fail to meet their obligations or
         liabilities in relation thereto.

(2)      Except as permitted under Clause 9.1(1), neither CSC nor Marconi may
         assign or transfer any of its rights, obligations or liabilities under
         this Agreement without the prior written consent of the other, such
         consent not to be unreasonably withheld.

(3)      Following any permitted assignment or transfer under Clause 9.1(1),
         any reference in this Agreement to Marconi or CSC (as the case may be)
         shall, where the context allows, include a reference to the assignee
         or transferee (as the case may be). Any permitted assignee or
         transferee shall be treated for all purposes as if it had been an
         original Party to (and been granted the relevant rights under) this
         Agreement.

9.2      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

         The Parties do not intend any provision of this Agreement to be
         enforceable by any third party pursuant to the Contracts (Rights of
         Third Parties) Act 1999.

9.3      THIRD PARTY BENEFICIARIES

(1)      Subject to Clause 9.3(2), Marconi shall from time to time indemnify
         CSC in respect of an amount equal to any and all agreed or proven Loss
         incurred or sustained by any CSC Nominee which arises in respect of a
         breach by Marconi of any of the provisions contained in Clauses 6.1
         (Maintenance of IT Equipment during Period to Completion), 6.2 (2) or
         6.2(3) (Current Contracts) and 7.1 (Warranties) (subject to the
         specific limitations set out in Schedule 5 (Limitations on Claims)),
         provided that the Loss would have been recoverable by the relevant CSC
         Nominee if it had been a party to this Agreement assuming all
         obligations and undertakings contained in such Clauses were also owed
         to the relevant CSC Nominee.

(2)      In no circumstances shall Marconi be liable both to CSC and to a CSC
         Nominee for Loss incurred or sustained by that CSC Nominee, and the
         amount of such Loss for which a claim may be made shall not exceed the
         amount which CSC would have been entitled to claim under this
         Agreement assuming that the Loss is question had in fact been incurred
         by CSC.


                                      20
<PAGE>
9.4      NO DIRECT CLAIMS BY CSC NOMINEES

         CSC shall procure that no CSC Nominee shall bring a claim against
         Marconi under or relating to this Agreement.

9.5      GUARANTEES

         If at any time Marconi ceases to own directly or indirectly (whether
         through shareholdings or otherwise) at least sixty five per cent (65%)
         by value of the net assets of the Marconi Group (excluding any member
         of the Marconi Group which was not a member of the Marconi Group as at
         the date of this Agreement), Marconi shall (as soon as reasonably
         practicable thereafter) procure that such member(s) of its Group
         (other than Marconi's parent undertaking) that, together with Marconi,
         do own such assets to that value, execute and deliver to CSC a
         guarantee in favour of CSC substantially in form set forth in Part 1
         of Schedule 23 (Form of Guarantees) of the Master Services Agreement.

10.      ENTIRE AGREEMENT

10.1     ENTIRE AGREEMENT

         This Agreement, the Transfer Agreements and the Master Services
         Agreement together represent the entire agreement between the Parties
         in relation to the sale and purchase of the Assets and supersede any
         previous agreement, whether written or oral, between the Parties in
         relation to that subject matter.

10.2     NO LIABILITY UNLESS STATEMENT MADE FRAUDULENTLY

         No Party shall have any liability in respect of any misrepresentation
         or other statement (apart from the Warranties and the representation
         contained in Clause 8 (Mutual Representations)) being false,
         inaccurate and/or incomplete unless it was made fraudulently.

11.      NOTICES

11.1     NOTICES

         All notices and other communications relating to this Agreement:

         (a)      shall be in English and in writing;

         (b)      shall be delivered by hand or sent by post or facsimile;


                                      21
<PAGE>
         (c)      shall be delivered or sent to the Party concerned at the
                  relevant address or number, as appropriate, and marked all as
                  shown in Clause 11.2 (Initial details) (subject to such
                  amendments as may be notified from time to time in accordance
                  with this Clause by the relevant Party to the other Parties);

         (d)      may in the case of any claim form, judgment or other notice
                  of process on any Party be delivered or sent to their
                  respective registered offices from time to time; and

         (e)      shall take effect:

                  (i)      if delivered, upon delivery;

                  (ii)     if posted, at the earlier of the time of delivery
                           and (if posted in the United Kingdom by first class
                           registered post) 10 am on the second Business Day
                           after posting; or

                  (iii)    if sent by facsimile, when a complete and legible
                           copy of the communication, whether that sent by
                           facsimile or a hard copy sent by post or delivered
                           by hand, has been received at the appropriate
                           address,

         provided that if any communication would otherwise become effective on
         a non-Business Day or after 5 pm on a Business Day, it shall instead
         become effective at 10 am on the next Business Day.

11.2     INITIAL DETAILS

         The initial details for the purposes of Clause 11.1 (Notices) are:

         PARTY:                     MARCONI

         Address:                   Marconi Corporation Plc
                                    New Century Park,
                                    PO Box 53,
                                    Coventry
                                    CV3 1HJ,
                                    United Kingdom
         Facsimile No:              +44 (0)24 7656 3377
         Marked for
         the Attention of:          The Company Secretary


                                      22
<PAGE>
         With a copy to:

         Party:                     Marconi Corporation plc
         Address:                   1000 Marconi Drive,
                                    Warrendale,
                                    Pennsylvania USA  15086
         Facsimile no:              +1 724 742 7055
         For the attention of:      Senior Vice President -
                                    Information Technology

         PARTY:                     CSC

         Address:                   CSC International Systems Management Inc.
                                    2100 East Grand Avenue,
                                    El Segundo, CA 90245, USA
         Facsimile No:              + 1 310 322 9767
         Marked for
         the Attention of:          Vice President and General Counsel

12.      AMENDMENTS AND WAIVERS

12.1     AMENDMENTS TO BE IN WRITING

         No amendment or variation of the terms of this Agreement shall be
         effective unless it is made or confirmed in a written document signed
         by all the Parties.

12.2     WAIVERS

         No delay in exercising or non-exercise by any Party of any of its
         rights under or in connection with this Agreement shall operate as a
         waiver or release of that right. Rather, any such waiver or release
         must be specifically granted in writing signed by the Party granting
         it.

13.      SEVERABILITY

         If any part of any provision of this Agreement shall be illegal,
         invalid or unenforceable in any respect, then the remainder of such
         provision and all other provisions of this Agreement shall remain
         valid and enforceable, and the remaining rights, obligations and
         liability of the Parties under this Agreement shall not be affected or
         impaired.


                                      23
<PAGE>
14.      COSTS

         Except where this Agreement provides otherwise, each Party shall be
         responsible for all the costs, charges and expenses incurred by it in
         connection with and incidental to the preparation and completion of
         this Agreement, the other documents referred to in this Agreement and
         the sale and purchase under this Agreement.

15.      CONTINUING EFFECT

         Each provision of this Agreement shall continue in full force and
         effect after the Phase 1 Completion Date and the Phase 2 Completion
         Date, except to the extent that a provision has been fully performed
         on or before the Phase 1 Completion Date or the Phase 2 Completion
         Date (as the case may be).

16.      COUNTERPARTS

16.1     ANY NUMBER OF COUNTERPARTS

         This Agreement may be executed in any number of counterparts, and by
         the Parties on separate counterparts, but shall not be effective until
         both Parties have executed at least one counterpart.

16.2     EACH COUNTERPART AN ORIGINAL

         Each counterpart shall constitute an original of this Agreement, but
         all the counterparts shall together constitute but one and the same
         instrument.

17.      ANNOUNCEMENTS AND CONFIDENTIALITY

17.1     NO ANNOUNCEMENTS WITHOUT PRIOR APPROVAL

         Subject to Clause 17.2 (Announcement Exceptions), the Parties mutually
         agree that no press or other public announcements (whether to
         shareholders, employees, customers, suppliers or otherwise) shall be
         made or sent out by them in respect of the subject matter of this
         Agreement or any ancillary matter without the text of the announcement
         receiving the prior written approval of all of the Parties (that
         approval not to be unreasonably withheld or delayed).

17.2     ANNOUNCEMENT EXCEPTIONS

         Any Party may make or send out any press or public announcement to the
         extent the announcement is:


                                      24
<PAGE>
         (a)      required by the law of any relevant jurisdiction;

         (b)      required by any securities exchange or regulatory or
                  Governmental Authority to which any Party is subject or
                  submits, wherever situated, including NASDAQ, the Securities
                  and Exchange Commission of the United States of America, the
                  London Stock Exchange, the UK Listing Authority or the
                  Takeovers and Mergers Panel, whether or not the requirement
                  for information has the force of law,

         in which case, the announcement shall only be made or sent out after
         consultation with (and after taking into account the reasonable
         requirements of) the other Parties as to the content of the
         announcement.

17.3     CONFIDENTIALITY

         Subject to Clause 17.1 (No announcements without prior approval), each
         Party shall treat as strictly confidential all information received or
         obtained as a result of entering into or performing this Agreement
         which relates to:

         (a)      the provisions of this Agreement or the other documents
                  referred to in this Agreement;

         (b)      the negotiations relating to this Agreement; or

         (c)      the other Party.

17.4     CONFIDENTIALITY EXCEPTIONS

         Either Party may disclose information referred to in Clause 17.3
         (Confidentiality) which would otherwise be confidential if and to the
         extent the disclosure is:

         (a)      required by the law of any relevant jurisdiction;

         (b)      required by any securities exchange or regulatory or
                  Governmental Authority to which any Party is subject or
                  submits, wherever situated, including NASDAQ, the Securities
                  and Exchange Commission of the United States of America, the
                  London Stock Exchange, the UK Listing Authority or the
                  Takeovers and Mergers Panel, whether or not the requirement
                  for disclosure has the force of law;

         (c)      required to vest in that Party the full benefit of this
                  Agreement;


                                      25
<PAGE>
         (d)      disclosed to the professional advisers, auditors or bankers
                  of that Party or any other member of its Group;

         (e)      disclosed to the officers or employees of that Party or any
                  other member of its Group who need to know the information
                  for the purposes of the transactions effected or contemplated
                  by this Agreement subject to the condition that the Party
                  making the disclosure shall procure that those persons comply
                  with Clause 17.3 (Confidentiality) as if they were parties to
                  this Agreement;

         (f)      of information that has already come into the public domain
                  through no fault of that Party;

         (g)      of information of the kind referred to in Clause 17.3(b)
                  (Confidentiality) which is already lawfully in the possession
                  of that Party (and not subject to any obligation of
                  confidentiality owed to the other Party) as evidenced by its
                  or its professional advisers' written records; or

         (h)      approved by the Parties having given prior written approval
                  to the disclosure,

         provided that any information disclosed pursuant to Clause 17.4 (a) or
         (b) shall be disclosed only after notice to the other Party and the
         disclosing Party shall take reasonable steps to co-operate with the
         other Party regarding the manner of that disclosure.

17.5     NO LIMIT IN TIME

         The restrictions contained in this Clause 17 (Announcements and
         Confidentiality) shall continue to apply without limit in time.

18.      DISPUTE RESOLUTION

18.1     Any question or difference which may arise concerning the
         construction, meaning, effect or operation of this Agreement or any
         Transfer Agreement or any matter arising out of or in connection with
         this Agreement or any Transfer Agreement shall in the first instance
         be referred to the Marconi Contract Manager and the CSC Service
         Delivery Manager.

18.2     If the matter is not resolved within ten (10) Business Days of it
         being referred to the managers referred to in Clause 18.1 the matter
         shall be referred to the next level of Marconi's and CSC's management
         in accordance with the hierarchy set forth in Clause 18.3 who must
         meet within ten (10) Business Days or such other period as the Parties
         may agree to attempt to resolve the matter. If the matter is not
         resolved at that


                                      26
<PAGE>
         meeting, the escalation shall continue with the same maximum time
         interval through one more level of management. If the unresolved
         matter is having a serious effect on the IT Services, the Parties
         shall use every reasonable endeavour to reduce the elapsed time in
         completing the process.

18.3     The levels of escalation are:

<TABLE>
<CAPTION>
                                   CSC                                   MARCONI

         <S>                       <C>                                   <C>
         First Level               CSC Service Delivery Manager          Marconi Contract Manager
         Second Level              Account Executive                     Senior Vice President - IT
         Third Level               President UK Division                 Chief Operating Officer
</TABLE>

         If any of the above are unable to attend a meeting, a substitute may
         attend provided that such substitute has at least the same seniority
         and is authorised to settle the unresolved matter.

18.4     If the matter is not resolved at or before the Third Level then the
         matter shall be submitted to mediation by CEDR within fourteen (14)
         days of either Party giving written notice to the other of that
         Party's wish to refer the matter to mediation by CEDR provided that
         such notice shall only be given while the matter remains unresolved by
         the escalation process and shall be given no later than the date
         fourteen (14) days after the date of the meeting of the Third Level of
         management. The representative of the Party giving such notice, at the
         escalation level at which such notice is given, shall (except where
         such notice is given at the Third Level) promptly notify that Party's
         representative at the next level, in order of ascent, that such notice
         has been given. The costs of the mediator shall be shared equally
         between the Parties (each Party bearing its own other costs). Where a
         matter is submitted to mediation as envisaged by this Clause 18.4, the
         provisions or requirements of this Clause 18 (Dispute Resolution)
         shall not be considered to have been applied or met until six (6)
         months after such submission.

18.5     No Party shall seek to initiate any proceedings in respect of, any
         unresolved matter until either escalation to and including the Third
         Level has been completed, unless such Party has reasonable cause to do
         so to avoid damage to its business or to protect or preserve any right
         of action it may have.


                                      27
<PAGE>
18.6     Notwithstanding anything in Clauses 17 (Announcements and
         Confidentiality) or 18 (Dispute Resolution), nothing in those Clauses
         shall operate to restrict any Party's or any member of their Group's
         rights to apply for or obtain emergency or interlocutory relief.

19.      ARBITRATION

19.1     Subject to Clause 18.6, any dispute arising out of or in connection
         with this Agreement shall be resolved in accordance with the
         provisions of this Clause 19 (Arbitration).

19.2     Before referring a dispute to arbitration in accordance with Clause
         19.4, the dispute shall in the first instance be dealt with in
         accordance with Clause 18 (Dispute Resolution).

19.3     Where pursuant to this Clause 19 (Arbitration) any dispute is to be
         referred to arbitration, compliance with Clause 19.2 shall be a
         condition precedent to the making of an award, unless the Party
         referring the dispute to arbitration has reasonable cause to do so to
         protect or preserve any right of action it may have.

19.4     All disputes arising out of or in connection with this Agreement which
         cannot be resolved in accordance with Clauses 19.1 to 19.2 shall be
         finally settled under the Rules of the London Court of International
         Arbitration by three arbitrators appointed in accordance with the said
         Rules. Furthermore:

         (a)      the place and the seat of the arbitration shall be London,
                  England; the tribunal shall have the power to conduct
                  hearings elsewhere if appropriate;

         (b)      the language of the arbitration, including all documents,
                  shall be English;

         (c)      the law governing this agreement to arbitrate shall be the
                  law of England and Wales.

19.5     CSC irrevocably appoints the person named against it in this Clause
         19.5 to be its agent for the receipt of service of process in England.
         CSC agrees that any service document in relation to the subject matter
         of this Agreement may be effectively served on it in connection with
         proceedings in England and Wales by service on its agent. CSC's
         respective appointee is:

                  Address:                  CSC Computer Sciences Limited
                                            Royal Pavilion,
                                            Wellesley Road


                                      28
<PAGE>
                                            Aldershot
                                            Hampshire, GU11 1PZ,
                                            United Kingdom
                  For the attention of:     The Company Secretary (or his
                                            successor from time to time)
                  Facsimile no:             +44 (0)1252 534 222

                  with a copy to:           CSC International Systems
                                            Management Inc.

                  Address:                  2100 East Grand Avenue,
                                            El Segundo, CA 90245, USA
                  Facsimile no:             +1 310 322 9767

                  Marked for the
                  Attention of:             Vice President and General Counsel

20.      GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and interpreted in accordance with
         English law.

21.      INDEMNIFICATION PROCEDURE

21.1     A Party entitled to indemnification under this Agreement (the
         "INDEMNIFIED PARTY") shall give written notice as soon as reasonably
         practicable upon becoming aware of circumstances giving rise to a
         right of indemnity under this Agreement to the Party that is obligated
         to provide indemnification (the "INDEMNIFYING PARTY"). Within ten
         Business Days after such notice, the Indemnifying Party may notify, in
         writing, the Indemnified Party of its decision to take control of the
         defence of any claim made by any third party and which is the subject
         of the indemnity and, in such circumstances, the Indemnifying Party
         shall be entitled to take control of the defence and investigation of
         such claim and to employ and engage lawyers of its sole choice to
         handle and defend the same, at the Indemnifying Party's sole cost and
         expense. The Indemnified Party shall co-operate in all respects with
         the Indemnifying Party in the investigation and defence of such claim
         and shall not prejudice any defence to any such claim or attempt to
         settle or compromise such claim. No settlement of a claim which
         involves a remedy other than the payment of money by the Indemnifying
         Party shall:

         (a)      be made without the consent of the Indemnified Party, which
                  consent shall not be unreasonably withheld or delayed; or


                                      29
<PAGE>
         (b)      not include as an unconditional term thereof the giving by
                  the claimant to the Indemnified Party of a release from all
                  liability in respect of such claim.

         If the Indemnifying Party does not assume full control over the
         defence of a claim the Indemnified Party shall have the right to
         defend the claim in such manner as it may deem appropriate, at the
         cost and expense of the Indemnifying Party.

21.2     The Indemnified Party under this Clause 21 (Indemnification Procedure)
         shall use its reasonable endeavours to mitigate the Loss to which the
         relevant indemnity relates.

22.      CONFLICT

         In the event of any conflict or inconsistency between any provisions
         of this Agreement and the provisions of any Transfer Agreement, the
         provisions of the Transfer Agreement shall prevail to the extent
         required to resolve the conflict or inconsistency.

EXECUTION:

The parties have shown their acceptance of the terms of this Agreement by
executing it at the end of the Schedules.


                                      30
<PAGE>
                                  SCHEDULE 1A

                 FORM OF TRANSFER AGREEMENT (OTHER THAN ITALY)


<PAGE>
SCHEDULE 1A - FORM OF TRANSFER AGREEMENT                  CONFIDENTIAL TREATMENT
                                                            REQUESTED BY MARCONI
                                                                 CORPORATION PLC

                                   SCHEDULE 1A

                           FORM OF TRANSFER AGREEMENT

                         (TERRITORIES OTHER THAN ITALY)

                              DATED         2003

(1)      [MARCONI AFFILIATE]

(2)      [CSC AFFILIATE]

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

                             TRANSFER AGREEMENT (CSC)

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

                         STRICTLY PRIVATE AND CONFIDENTIAL

                          MAYER, BROWN, ROWE & MAW LLP
                                11 Pilgrim Street
                                 London EC4V 6RW

                               Tel: 020-7248 4282
                               Fax: 020-7248 8155
                            Ref: 965/764/30745.00009


<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE            SUBJECT MATTER                                             PAGE
------            --------------                                             ----
<S>               <C>                                                        <C>
  1.              Definitions                                                  1
  2.              Sale of IT Equipment to CSC                                 12
  3.              Sale of In-Scope Contracts to CSC                           12
  4.              Termination                                                 14
  5.              Conditions                                                  15
  6.              Consideration                                               15
  7.              Completion                                                  18
  8.              Period to Completion                                        18
  9.              In-Scope Contracts                                          20
  10.             [Employees                                                  23
  11.             Pensions and Related Benefits                               24
  12.             Warranties                                                  24
  13.             Assignment and Third Party Rights                           25
  14.             Entire Agreement                                            25
  15.             Notices                                                     25
  16.             Amendments and Waivers                                      25
  17.             Severability                                                25
  18.             Costs                                                       25
  19.             Continuing Effect                                           25
  20.             Counterparts                                                25
  21.             Announcements and Confidentiality                           25
  22.             Dispute Resolution                                          25
  23.             Arbitration                                                 25
  24.             Governing Law                                               25
  25.             Regulatory Matters                                          25
  26.             Further Assurance                                           25
  27.             Language                                                    25
  28.             Indemnification Procedure                                   25
</TABLE>


<PAGE>

                                    SCHEDULES

Schedule 1-   Current Contracts

                  Part 1:       Equipment Contracts
                  Part 2:       Maintenance Contracts
                  Part 3:       Third Party Supply Contracts
                  Part 4:       Vehicle Leases
                  Part 5:       Operating Systems Licences

Schedule 2 -  Employment Provisions

Schedule 3 -  The Employees

Schedule 4 -  Apportionment of Consideration

Schedule 5 -  Completion Arrangements

Schedule 6 -  Warranties

Schedule 7 -  Limitations on Claims

Schedule 8 -  Pensions and Related Benefits

Schedule 9 -  Budget

Schedule 10-  Internal Services

                  Part 1:       Internal Services
                  Part 2:       Sites


<PAGE>
                               TRANSFER AGREEMENT

DATE:

PARTIES:

(1)      [MARCONI AFFILIATE], a company incorporated under the laws of [local
         territory][, with company number -], whose [registered office]
         [principal place of business] is at - (the "VENDOR"); and(1)

(2)      [CSC AFFILIATE], a company incorporated under the laws of [local
         territory] [, with company number -], whose [registered
         office][principal place of business] is at - ("CSC").

BACKGROUND:

(A)      Marconi Corporation plc wishes to outsource the provision of certain
         information technology services to CSC International Systems Management
         Inc. on the terms of an agreement (the "MASTER SERVICES AGREEMENT")
         dated 23 May 2003.

(B)      Accordingly, the Vendor and CSC have agreed for [the sale and purchase
         of certain assets] [and] [the transfer of certain employees and their
         pensions](2), subject to the terms of this Transfer Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS

1.1      In this Transfer Agreement the following definitions apply, unless the
         context otherwise requires:

         "AGREED RATE" means a percentage rate of interest equal to [***] per
         cent per annum above the Barclays Bank PLC base lending rate in effect
         from time to time;

         "AGREED TERMS" means, in relation to any document, that document in the
         terms agreed between the Parties and signed or initialled for
         identification purposes only by or on behalf of each of them prior to
         execution of this Transfer Agreement;


(1)      NB: There will be more than one Marconi Vendors for some Territories.
(2)      Include/remove as appropriate.


                                       1
<PAGE>

         "APPLICABLE LEGISLATION" means any Legislation at any time relating or
         applicable to the Services or any lawful requirement or demand of any
         Competent Authority in respect of which compliance is legally
         obligatory;

         "ASSETS" means the IT Equipment and the In-Scope Contracts to be sold
         to and purchased by CSC under this Transfer Agreement, and "ASSET"
         shall mean any one of them;

         "ASSET TRANSFER AGREEMENT" means the agreement between Marconi
         Corporation plc and CSC International Systems Management Inc. of 23 May
         2003 providing (amongst other things) for the making of this Transfer
         Agreement;

         "BT ASSET TRANSFER AGREEMENT" means the agreement between Marconi
         Corporation plc, Marconi Communications Limited, CSC International
         Systems Management Inc. and British Telecommunications plc. of 23 May
         2003 providing (amongst other things) for the transfer of certain
         assets and staff;

         "BT GROUP" means all or any of the following from time to time: British
         Telecommunications plc, its subsidiaries and subsidiary undertakings
         and any parent undertaking of British Telecommunications plc and all
         other subsidiaries and subsidiary undertakings of any parent
         undertaking of British Telecommunications plc, and "member of the BT
         Group" shall be construed accordingly;

         "BT LOCAL TRANSFER AGREEMENT" means an agreement entered into (or to be
         entered into) under the BT Asset Transfer Agreement for the sale and
         purchase of certain assets and/or the transfer of certain employees by
         one or more members of the Vendor Group to one or more members of the
         BT Group;

         "BT SUB-CONTRACT means the agreement between CSC and British
         Telecommunications plc of the same date as this Agreement, providing
         (amongst other things) for the sub-contracting to BT of certain of
         CSC's obligations under the Master Services Agreement;

         "BUDGET" means the notional costs in respect of the services referred
         to in Schedule 10 (Internal Services), as set forth in Schedule 9
         (Budget);

         "BUSINESS DAY" means any day when clearing banks are open for business
         in the City of London for the transaction of normal banking business,
         other than a Saturday, Sunday or bank or public holiday recognised in
         England;


                                       2
<PAGE>

         "COMPLETION" means completion of the sale and purchase of such of the
         Current Contracts identified in Schedule 1 (Current Contracts) as are
         In-Scope Contracts and the sale and purchase of the IT Equipment from
         the Vendor to BT, each in accordance with Clause 7 (Completion);

         "COMPLETION DATE" means:

         [FOR PHASE 1 TERRITORIES - ]

         (a)      1 June 2003; or

         (b)      the date of the Business Day on which the last of the
                  Conditions is satisfied or waived by Marconi Corporation plc
                  and CSC International Systems Management Inc.,

         whichever is the later;

         [FOR PHASE 2 TERRITORIES - ]

         (a)      27 June 2003; or

         (b)      the date of the Business Day on which the last of the
                  Conditions is satisfied or waived by Marconi Corporation plc
                  and CSC International Systems Management Inc.,

         whichever is the later;

         "CONDITIONS" means:

         [FOR PHASE 1 TERRITORIES - ] (1) the filing of any notifications and
         the granting of any consents or approvals from any Governmental
         Authority which is required to authorise within (or otherwise in
         respect of) any Phase 1 Territory the actions contemplated by this
         Transfer Agreement, the Asset Transfer Agreement, any Phase 1 Territory
         Transfer Agreement, and the Master Services Agreement (any such
         agreement or contract being a "RELEVANT AGREEMENT"), (2) the
         undertaking and completion of all necessary consultation required
         either by the laws of any country or by any agreement in force on the
         date of this Transfer Agreement with the employees of the Vendor or any
         member of the Vendor Group or their representatives in any country in
         relation to the proposed engagement or transfer of those employees by
         or to a member of the CSC Group, and/or any associated measures to be
         taken in relation to those employees, in either case within (or
         otherwise in respect of) any Phase 1 Territory, as contemplated by any
         Relevant Agreement; and (3) each BT Local


                                       3
<PAGE>

         Transfer Agreement for any Phase 1 Territory having become
         unconditional (save for any condition that this Transfer Agreement
         shall have become unconditional); [OR - ]

         [FOR PHASE 2 TERRITORIES - ] (1) the filing of any notifications and
         the granting of any consents or approvals from any Governmental
         Authority which is required to authorise within (or otherwise in
         respect of) the Territory the actions contemplated by this Transfer
         Agreement, the Asset Transfer Agreement, and the Master Services
         Agreement (any such agreement or contract being a "RELEVANT
         AGREEMENT"), (2) the undertaking and completion of all necessary
         consultation required either by the laws of any country or by any
         agreement in force on the date of this Transfer Agreement with the
         employees of the Vendor or any member of the Vendor Group or their
         representatives in any country in relation to the proposed engagement
         or transfer of those employees by or to CSC, and/or any associated
         measures to be taken in relation to those employees, in either case
         within (or otherwise in respect of) the Territory, as contemplated by
         any Relevant Agreement, (3) each BT Local Transfer Agreement for the
         Territory having become unconditional (save for any condition that this
         Transfer Agreement shall have become unconditional); and (4) Phase 1
         Completion having previously occurred in all of the Phase 1
         Territories;

         "CONSIDERATION" means the Vendor Equipment Consideration and/or the
         Vendor Contracts Consideration;

         "CONTROL" means the beneficial ownership of more than fifty per cent
         (50%) of the issued share capital with full voting rights of, or the
         legal power to direct or cause the direction of, the general management
         of the company, partnership or other entity in question or the holding
         company of the company, partnership or other entity in question, and
         "CONTROLLED" shall be construed accordingly;

         "CSC GROUP" means all or any of the following from time to time: CSC
         International Systems Management Inc., its subsidiaries and subsidiary
         undertakings and any parent undertaking of CSC International Systems
         Management Inc. and all other subsidiaries and subsidiary undertakings
         of any parent undertaking of CSC International Systems Management Inc,
         and "MEMBER OF THE CSC GROUP" shall be construed accordingly;

         "CSC SERVICE DELIVERY MANAGER" means the person appointed as such by
         CSC International Systems Management Inc. from time to time;


                                       4
<PAGE>

         "CURRENT CONTRACTS" means the Equipment Contracts, the Maintenance
         Contracts, the Operating System Licences, the Third Party Supply
         Contracts and the Vehicle Leases;

         "DISCLOSURE LETTER" means the disclosure letter together with its
         annexures having the same date as the Asset Transfer Agreement from
         Marconi Corporation plc to CSC International Systems Management Inc.,
         as updated by the matters notified to CSC prior pursuant to paragraph
         1.3(a) of Schedule 2 (Employment Provisions);

         "EMPLOYEES" means the persons identified in Schedule 3 (Employees);

         "ENCUMBRANCE" means any encumbrance, pledge, charge, mortgage, security
         interest, lien, option, restriction on power of sale, retention of
         title arrangement or hypothecation of any kind;

         "EQUIPMENT COMPLETION" means the completion of the sale by the Vendor
         to CSC of the IT Equipment as described in Clause 7.1(1);

         "EQUIPMENT COMPLETION DATE" means the date on which Equipment
         Completion occurs;

         "EQUIPMENT CONTRACTS" means all hire purchase agreements, leasing
         agreements, lease purchase agreements, credit sale agreements and
         agreements for conditional sale or sale by instalments, in each case
         relating to hardware and information technology assets and equipment
         located in the Territory and used for the purposes of the Internal
         Services and entered into by a member of the Vendor Group, including
         those agreements listed in Part 1 of Schedule 1 (Current Contracts) and
         such agreements identified as part of a True-up Process;

         ["EUROPEAN COUNTRY" means any member state of the European Union at the
         date of this Transfer Agreement;](3)

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
         regional, provincial, territorial, local or other political subdivision
         thereof, or any supranational authority and any entity or official
         exercising executive, legislative, judicial, quasi-judicial, regulatory
         or administrative functions of or pertaining to government;

         "GROUP" means in relation to any person (other than the Vendor), all or
         any of the following from time to time: that person, its subsidiaries
         and subsidiary undertakings,


(3)      Only include in Italian & German TA's.


                                       5
<PAGE>

         any parent undertaking of that person, and all other subsidiaries or
         subsidiary undertakings of any parent undertaking of that person and,
         in the case of Marconi, means the Marconi Group, and "MEMBER OF THE
         GROUP OF" any person shall mean any of those entities;

         "ICTA" means the Income and Corporation Taxes Act 1988 and any
         regulations made under it;

         "IN-SCOPE CONTRACT" means any Current Contract the costs of which are
         included in the Budget as verified under a True-up Process or included
         in the Charges (as defined in the Master Services Agreement) pursuant
         to a True-up Process, which remains to be fully discharged immediately
         before the Completion Date, and which is not a Retained Contract;

         "IN-SCOPE CONTRACT COMPLETION DATE" has the meaning given to it in
         Clause 3.2 (Transfer of Title);

         "INTELLECTUAL PROPERTY" means any intellectual property rights,
         including patents, utility models, copyrights, moral rights, topography
         rights, database rights, trade secrets and rights of confidence, and
         all embodiments thereof, whether tangible or intangible in all cases
         whether or not registered or registrable in any country, for the full
         term of such rights including any extension to or renewal of the terms
         of such rights and including registrations and applications for
         registration of any of these and rights to apply for the same and all
         rights and forms of protection of a similar nature or having equivalent
         or similar effect to any of these anywhere in the world;

         "INTERNAL SERVICES" means all or any of the services referenced in Part
         1 of Schedule 10 (Internal Services) provided by the Vendor Group from
         its own resources or procured by the Vendor Group from third parties
         and delivered to or used by the Vendor Group as at the date of this
         Transfer Agreement at the sites referenced in Part 2 of Schedule 10
         (Internal Services), and which are delivered in or from the Territory
         as of the date of this Transfer Agreement;

         "IT EQUIPMENT" means such of the hardware and information technology
         assets and equipment as are located in the Territory and either listed
         in the Vendor Asset Registers or used to provide the Internal Services,
         and any Leased Equipment title to which is acquired by the Vendor (or
         another member of the Vendor Group) before Equipment Completion,
         excluding (in either such case) the Retained Equipment;


                                       6
<PAGE>

         "IT SERVICES" means the services referenced in Schedule 10 (Internal
         Services) (and for the purposes of this definition all references to
         "the Supplier" in the description of the services referenced in
         Schedule 10 shall be deemed to be references to "CSC");

         "LEASED EQUIPMENT" means the hardware and information technology assets
         and equipment that are subject to the Equipment Contracts;

         "LOSS" means any or all loss, damage, cost and expense;

         "MAINTENANCE CONTRACTS" means all agreements for, or parts of
         agreements relating to, the servicing, maintenance, repair or support
         of any of the IT Equipment or the Leased Equipment, or of any software,
         entered into by the Vendor (or another member of the Vendor Group) for
         the purpose of the Internal Services, including those agreements listed
         in Part 2 of Schedule 1 (Current Contracts), and any such agreements
         identified as part of a True-up Process;

         "MARCONI CONTRACT MANAGER" means the person appointed as such by
         Marconi Corporation plc from time to time;

         "MASTER SERVICES AGREEMENT" has the meaning given in Background (A) and
         any reference in this Transfer Agreement to terms as defined in the
         Master Services Agreement shall be a reference to the Master Services
         Agreement in the form in which it is signed on the date of this
         Transfer Agreement;

         "OPERATING SYSTEMS LICENCES" means all licences of operating system
         software installed or running on the IT Equipment or the Leased
         Equipment to which the Vendor (or another member of the Vendor Group)
         is a party (and which in the case of Leased Equipment does not form
         part of the relevant Equipment Contract), including those licences
         which are listed in Part 5 of Schedule 1 (Current Contracts) and any
         such licences identified during a True-up Process, excluding
         Maintenance Contracts;

         "PARTY" means each of the Vendor and CSC;

         "PHASE 1 COMPLETION" means completion of the sale and purchase of such
         of the contracts listed in Schedule 1 (Current Contracts) to each of
         the Phase 1 Territory Transfer Agreements as are In Scope Contracts (as
         defined in the relevant Phase 1 Territory Transfer Agreement) and of
         the IT Equipment (as defined in the relevant Phase 1 Territory Transfer
         Agreement) located in each of the Phase 1 Territories by the relevant
         member of the Vendor Group to the relevant member of the CSC Group, in
         each case in accordance with Clause 7 (Completion) of the applicable
         Phase 1 Transfer Agreement;


                                       7
<PAGE>

         "PHASE 1 LONG STOP DATE" means 1 July 2003;

         "PHASE 1 TERRITORY" means each of the United Kingdom, Ireland and the
         United States of America and Canada;

         "PHASE 1 TERRITORY TRANSFER AGREEMENT" means an agreement entered into
         (or to be entered into) under the Asset Transfer Agreement for the sale
         and purchase of certain assets and/or the transfer of certain
         employees, in (or otherwise relating to) a Phase 1 Territory by one or
         more members of the Vendor Group to one or more members of the CSC
         Group;

         "PHASE 2 LONG STOP DATE" means the date that is twelve (12) weeks after
         Phase 1 Completion;

         "REGULATED ACTIVITIES" shall have the meaning given to it in the Master
         Services Agreement;

         "RETAINED CONTRACT" means any Current Contract which CSC elects not to
         purchase under Clause 8.2(2) (Current Contracts) or which, and then
         only to the extent it, relates to the Retained Equipment;

         "RETAINED EQUIPMENT" means all hardware and information technology
         assets and equipment owned by the Vendor and located outside the
         Territory or used exclusively for any purpose other than the Internal
         Services;

         "SERVICES" means the IT Services required to be performed under the
         Master Services Agreement, excluding the Network Services;

         "SOFTWARE LICENCES" means all software licences entered into by the
         Vendor (whether or not for the purposes of the Internal Services),
         excluding Operating Systems Licences and Maintenance Contracts;

         "TERRITORY" means [-](4);

         "TERRITORY TRANSFER AGREEMENT" means an agreement entered into (or to
         be entered into) under the Asset Transfer Agreement for the sale and
         purchase of certain assets and/or the transfer of certain employees, by
         one or more members of the Vendor Group to one or more members of the
         CSC Group;


(4)      Insert relevant Territory.


                                       8
<PAGE>

         "THIRD PARTY SUPPLY CONTRACTS" means the contracts, engagements and
         orders for the sale or supply to the Vendor Group of goods or services
         entered into by the Vendor (or another member of the Vendor Group) for
         the purpose of the Internal Services, including those agreements listed
         in Part 3 of Schedule 1 (Current Contracts) and any such agreements
         identified during a True-up Process, excluding Maintenance Contracts;

         "TRANSACTION TAX" means any form of value added tax, stamp duty, sales
         tax, registration tax, fees or surcharges or similar tax or duty levied
         by a Governmental Authority upon the transfer of the Assets in the
         Territory, and shall include any interest or penalty incurred in
         connection with a failure or late payment thereof;

         "TRUE-UP PROCESS" shall have the meaning given to it in the Master
         Services Agreement;

         "VEHICLE LEASES" means all agreements entered into by the Vendor (or
         another member of the Vendor Group) with a third party under which
         either vehicles are leased by the Vendor (or such other member of the
         Vendor Group) for the benefit of any Employees or the Vendor (or such
         other member of the Vendor Group) guarantees an Employee's obligations
         in respect of a leased vehicle, including those agreements listed in
         Part 4 of Schedule 1 (Current Contracts), and any such agreements
         identified as part of a True-up Process;

         "VENDOR ASSET REGISTERS" means the registers of hardware and other
         information technology assets and equipment owned by the Vendor in the
         Agreed Terms;

         "VENDOR CONTRACTS CONSIDERATION" means the consideration specified in
         Clause 6.2 (Amount of Vendor Contracts Consideration) payable by CSC to
         the Vendor;

         "VENDOR CONTROLLED GROUP" means Marconi Corporation plc and any other
         person which from time to time Controls, is Controlled by, or is under
         common Control with Marconi Corporation plc;

         "VENDOR EQUIPMENT CONSIDERATION" means the consideration specified in
         Clause 6.1 (Amount of Vendor Equipment Consideration) payable by CSC to
         the Vendor;

         "VENDOR GROUP" means all or any of the following from time to time:

         (a)      Marconi Corporation plc;


                                       9
<PAGE>

         (b)      Marconi Corporation plc's wholly-owned subsidiaries and
                  wholly-owned subsidiary undertakings;

         (c)      any parent undertaking of Marconi Corporation plc and all
                  other wholly-owned subsidiaries and wholly-owned subsidiary
                  undertakings of any parent undertaking of Marconi Corporation
                  plc; and

         (d)      Marconi Communications South Africa (pty) Ltd,

         and "MEMBER OF THE VENDOR GROUP" shall be construed accordingly;

         "VENDOR PENSION SCHEME(S)" means the existing Vendor pension scheme(s)
         identified in Schedule 8 (Pensions and Related Benefits); and

         "WARRANTIES" means the warranties set out in Schedule 6 (Warranties).

1.2      INTERPRETATION

         In this Transfer Agreement:

         (a)      unless the context otherwise requires, all references to:

                  (i)      a "CLAUSE" or a "SCHEDULE" or an "APPENDIX" is to a
                           clause of or a schedule to this Transfer Agreement
                           and to a "PART" or a "PARAGRAPH" of a Schedule is to
                           a part or a paragraph of that Schedule;

                  (ii)     the word "INCLUDES" or "INCLUDING" shall be construed
                           without limitation to the generality of the preceding
                           words;

                  (iii)    this "TRANSFER AGREEMENT" includes its Schedules and
                           Appendices and references to this Transfer Agreement
                           as amended from time to time in accordance with its
                           terms (as amended accordingly);

                  (iv)     the "RIGHTS" of any person (including of any Party)
                           shall mean the rights and remedies available to that
                           person under this Transfer Agreement or otherwise;

                  (v)      "INDEMNIFY" means to indemnify and keep indemnified
                           in respect of the Loss in question and, where any tax
                           or other duty is chargeable on or in relation to the
                           Loss or its payment, then such indemnity shall be on
                           an after tax basis;


                                       10
<PAGE>

                  (vi)     a "PERSON" include any individual, firm, corporation,
                           unincorporated association, government, state or
                           agency of state, association, partnership or joint
                           venture (whether or not having a separate legal
                           personality);

                  (vii)    a "COMPANY" include any company, corporation or other
                           body corporate wherever and however incorporated or
                           established;

                  (viii)   a "DOCUMENT" are to that document as varied,
                           supplemented or replaced from time to time;

                  (ix)     "WRITING" shall include any modes of reproducing
                           words in a legible and non-transitory form;

                  (x)      "DOLLARS" or "$" is to the lawful currency of the
                           United States of America as of the Commencement Date;

                  (xi)     "EUROS" or "(EURO)" is to the lawful currency of
                           participating member states of the European Monetary
                           Union as of the Commencement Date;

                  (xii)    "STERLING" or "(POUND)" or "POUNDS" is to the lawful
                           currency of the United Kingdom; and

                  (xiii)   a TIME OF THE DAY is to London time and references to
                           a "DAY" are to a period of 24 hours running from
                           midnight to midnight;

         (b)      the headings shall be ignored in construing this Transfer
                  Agreement;

         (c)      unless the context otherwise requires, words or phrases
                  importing the singular shall be interpreted to include the
                  plural and vice versa; and

         (d)      unless the context otherwise requires, a statute or statutory
                  provision is a reference to the statute or statutory provision
                  in force in England and Wales and includes any consolidation
                  or re-enactment, modification or replacement of it, any
                  statute or statutory provision of which it is a consolidation,
                  re-enactment, modification or replacement and any sub-ordinate
                  legislation in force under any of the same from time to time,
                  but without in any case increasing the liability of any Party
                  under or in connection with this Transfer Agreement.


                                       11
<PAGE>

1.3      COMPANIES ACT DEFINITIONS

         In this Transfer Agreement, unless the context otherwise requires,
         words and expressions defined in the Companies Act 1985 shall bear the
         meaning ascribed to them in that Act to the exclusion of any definition
         of the same words or expression in any other Legislation (as defined in
         the Master Services Agreement).

1.4      DELIVERY OF INTERNAL SERVICES

         Where it falls to be determined where any Internal Services are
         delivered, no account shall be taken of any Internal Services delivered
         to any person by reason only of that person being temporarily located
         in a particular country.

1.5      NO LIABILITY

         No Party shall be liable for a breach of this Transfer Agreement by any
         other Party save as expressly provided to the contrary in this Transfer
         Agreement.

2.       SALE OF IT EQUIPMENT TO CSC

2.1      IT EQUIPMENT BEING SOLD TO CSC

(1)      Subject to the terms of this Transfer Agreement, the Vendor shall (or
         shall procure that another member of the Vendor Group shall) sell and
         CSC shall purchase the IT Equipment.

(2)      The Retained Equipment is excluded from the sale and purchase to which
         Clause 2.1(1) refers.

2.2      TRANSFER OF TITLE OF IT EQUIPMENT TO CSC

         Legal and equitable title to, and risk in, the IT Equipment shall pass
         by delivery to CSC on Equipment Completion.

3.       SALE OF IN-SCOPE CONTRACTS TO CSC

3.1      IN-SCOPE CONTRACTS BEING SOLD

(1)      Subject to the terms of this Transfer Agreement, the Vendor shall (or
         shall procure that another member of the Vendor group shall) sell and
         CSC shall (or shall procure that another member of the CSC Group shall)
         purchase, subject to any necessary consent of a third party, the
         benefit (subject to the burden) of the In-Scope Contracts.


                                       12
<PAGE>

(2)      The following shall be excluded from the sale and purchase to which
         Clause 3.1(1) refers:

         (a)      the Retained Contracts; and

         (b)      all Software Licences.

3.2      TRANSFER OF TITLE

(1)      Subject to Clause 3.2(2) and to obtaining any necessary consent of a
         third party, legal and equitable title to, and risk in the In-Scope
         Contracts:

         (a)      identified in Schedule 1 (Current Contracts) shall pass to CSC
                  (or to such other member of the CSC Group as CSC may nominate)
                  on the Completion Date; and

         (b)      identified during any True-up Process shall pass to CSC (or to
                  such other member of the CSC Group as CSC may nominate) on the
                  later of the Completion Date or the date falling five (5)
                  Business Days after the relevant contract is so identified.

(2)      Where any In-Scope Contract under this Transfer Agreement also
         comprises an In-Scope Contract under any other Territory Transfer
         Agreement, subject to obtaining any necessary consent of a third party,
         legal and equitable title to and risk in such In-Scope Contract:

         (a)      identified in Schedule 1 (Current Contracts) shall pass to CSC
                  (or such other member of the CSC Group as CSC may nominate) on
                  the date (the "FINAL COMPLETION DATE") on which the last
                  Completion occurs under this Transfer Agreement and any other
                  Territory Transfer Agreement under which the In-Scope Contract
                  in question is also an In-Scope Contract (and for these
                  purposes, such reference "Completion" shall have the meaning
                  given to it in the relevant Transfer Agreement or other
                  Territory Transfer Agreement); and

         (b)      identified during any True-up Process shall pass to CSC (or
                  such other member of the CSC Group as CSC may nominate) on the
                  occurrence of the Final Completion Date or the date falling
                  five (5) Business Days after the relevant contract is so
                  identified, whichever is the later.

(3)      The relevant date on which title to a particular In-Scope Contract
         passes (or would pass as set out in Clauses 3.2(1) or 3.2(2), but for
         the need to obtain any necessary


                                       13
<PAGE>

         consent of a third party) in each case being the "IN-SCOPE CONTRACT
         COMPLETION DATE" in relation to that In-Scope Contract.

4.       TERMINATION

4.1      TERMINATION

         This Transfer Agreement shall terminate with immediate effect on the
         earlier of the following:

         [FOR PHASE 1 TERRITORY TA'S -]

         (a)      termination of the Asset Transfer Agreement; or

         (b)      if all of the Conditions have not been satisfied or waived by
                  Marconi Corporation plc and CSC International Systems
                  Management Inc. on or before the Phase 1 Long Stop Date, on
                  the Phase 1 Long Stop Date.

         [OR FOR PHASE 2 TERRITORY TA'S -]

         (a)      termination of the Asset Transfer Agreement either in its
                  entirety or in relation to the Territory; or

         (b)      if all of the Conditions have not been satisfied or waived by
                  Marconi Corporation plc and CSC International Systems
                  Management Inc. on or before the Phase 2 Long Stop Date, on
                  the Phase 2 Long Stop Date,

         except that this Transfer Agreement shall not so terminate where
         Completion has already occurred.

4.2      CONSEQUENCES OF TERMINATION

(1)      Subject to Clauses 4.2(2) to (4), termination of this Transfer
         Agreement shall not affect the rights of the Parties which have accrued
         before termination.

(2)      Where this Transfer Agreement terminates under Clause 4.1
         (Termination), CSC shall not have any claim for breach of any of the
         Warranties and all (if any) liability of the Vendor in respect of any
         such breach shall be entirely discharged.

(3)      Where this Transfer Agreement terminates on or after Completion, the
         provisions of the Master Services Agreement shall apply in relation to
         any disposition of the IT Equipment by CSC to the Vendor.


                                       14
<PAGE>

(4)      For the avoidance of doubt, nothing in this Clause 4.2 shall preclude
         the Vendor from including in any claims for damages (on the grounds of
         wasted expenditure or otherwise) amounts in respect of Charges for
         Transition Services paid by the Vendor on or before the date of
         termination of this Transfer Agreement and the rights and remedies
         contained in this Clause 4.2 are cumulative and are not exclusive of
         any rights or remedies provided by law or otherwise.

5.       CONDITIONS

5.1      CONDITIONS

(1)      Until all of the Conditions to be satisfied in the Territory are
         satisfied or are waived by Marconi Corporation plc and CSC
         International Management Systems Inc.:

         (a)      neither the Vendor nor CSC shall be obliged to sell, purchase
                  or pay for, or to procure the sale, purchase of or payment
                  for, the IT Equipment in accordance with Clause 2 (Sale of IT
                  Equipment to CSC); and

         (b)      neither the Vendor nor CSC shall be obliged to sell, purchase
                  or pay for, or to procure the sale, purchase of or payment
                  for, the In-Scope Contracts in accordance with Clause 3 (Sale
                  of In-Scope Contracts to CSC).

5.2      WARRANTIES

(1)      Until Completion has occurred, CSC shall not have any claim for breach
         of any of the Warranties.

(2)      Once Completion has occurred, nothing in Clause 5.2(1) shall thereafter
         affect any claim of CSC for breach of any of the Warranties (which it
         would otherwise have), including with respect to any Loss otherwise
         recoverable under this Transfer Agreement which may have been incurred
         before Completion.

6.       CONSIDERATION

6.1      AMOUNT OF VENDOR EQUIPMENT CONSIDERATION

         The consideration payable to the Vendor for the sale of the IT
         Equipment under this Transfer Agreement (the "VENDOR EQUIPMENT
         CONSIDERATION") shall be the sum of (pound)[-] ([-] pounds), which
         shall be satisfied by CSC in cash on Equipment Completion.


                                       15
<PAGE>

6.2      AMOUNT OF THE VENDOR CONTRACT CONSIDERATION

         The consideration payable to the Vendor for the sale of the In-Scope
         Contracts under this Transfer Agreement (the "VENDOR CONTRACTS
         CONSIDERATION") shall be the sum of (pound)1 (one pound), which shall
         be satisfied by CSC in cash on CompletiON.

6.3      APPORTIONMENT

         The Consideration shall be apportioned between the various classes of
         Assets as set out in Schedule 4 (Apportionment of Consideration) and as
         so apportioned shall be adopted by the Parties for all purposes
         including tax and stamp duty.

6.4      TRANSACTION TAXES

(1)      [Subject to Clause 6.4(2),](5) the Vendor Equipment Consideration and
         the Vendor Contracts Consideration are expressed (as between the
         Parties) to be exclusive of any Transaction Taxes, which shall be for
         the account of the payer of the Consideration in question.

[(2)     [Notwithstanding Clause 6.4(1), to the extent that CSC incurs sale
         and/or use tax on (or otherwise in respect thereof) the Vendor
         Contracts Consideration or the Vendor Equipment Consideration, that tax
         shall be for the account of the Vendor.](6)

[(2)     [Notwithstanding Clause 6.4(1), to the extent that CSC incurs
         registration tax on (or otherwise in respect thereof) the Vendor
         Contracts Consideration or the Vendor Equipment Consideration, that tax
         shall be for the account of the Vendor.](7)

(3)      Where a Party is liable to another in respect of Transaction Taxes (or
         required to bear such taxes for which another Party is liable to the
         relevant Governmental Authority) pursuant to this Clause 6.4 or Clause
         4.2(4), it shall pay those Transaction Taxes not less than three (3)
         Business Days before the date on which the relevant other Party is
         required to account to a Governmental Authority or to another Party for
         the Transaction Taxes in question or, if later, once it has received a
         valid VAT, sales tax or comparable invoice for them from the relevant
         other Party.

(4)      The Parties undertake to consult and to co-operate with each other to
         take, so far as is reasonable, such actions as may be required to
         optimise their taxation position and


(5)      Only include in US and Italian TA's.
(6)      Only include in US TA.
(7)      Only include in Italian TA.


                                       16
<PAGE>

         their position as regards legal and regulatory compliance, arising from
         this Transfer Agreement.

(5)      Each of the Vendor and CSC warrants and undertakes to each other that:

         (a)      it is and shall continue to be for all purposes under this
                  Transfer Agreement tax resident [and registered for VAT](8) in
                  the Territory; and

         (b)      subject to Clause 6.6 (Invoicing and Method of Payment), all
                  sales and payments to be made by it (or which it is obliged to
                  procure) pursuant to this Transfer Agreement shall be made
                  from the Territory.

6.5      (9)[TAX AUDITS & FILINGS

(1)      Prior to lodging any tax filing that could reasonably be expected to
         give rise to [sales or use tax](10)[registration tax](11) payable by
         the Vendor under Clause 6.4(2) ("RELEVANT TAX FILING"), CSC shall
         consult with the Vendor and consider any reasonable position proposed
         by the Vendor with respect to that part of the Relevant Tax Filing
         which relates to or could reasonably be expected to affect the Vendor's
         liability under Clause 6.4(2), with a view to optimising the taxation
         position of both of the Parties.

(2)      CSC shall promptly notify the Vendor upon becoming aware that a tax
         audit, examination, contest or other tax proceeding is or may be
         carried out by any Governmental Authority which relates to or could
         reasonably be expected to affect the Vendor's liability under Clause
         6.4(2) ("RELEVANT TAX PROCEEDINGS"). The Vendor shall have the right to
         participate at its own expense in any Relevant Tax Proceedings
         (including without limitation by participating in any discussions or
         negotiations between CSC and the Governmental Authority) and CSC agrees
         to consult with the Vendor and keep the Vendor fully informed of all
         material matters relating to the conduct thereof and to promptly
         provide the Vendor with all material correspondence relating thereto.
         CSC shall not make any settlement of any Relevant Tax Proceedings which
         could affect the Vendor's liability under Clause 6.4(2) without the
         consent of the Vendor, such consent not to be unreasonably withheld or
         delayed.]


(8)      Only include in European, Mexican and Brazilian TA's.
(9)      Only include in US and Italian TA's.
(10)     Only include in US TA.
(11)     Only include in Italian TA.


                                       17
<PAGE>

6.6      INVOICING AND METHOD OF PAYMENT

(1)      Each Party which is to receive a payment under this Transfer Agreement
         shall, before such payment is made or (where this is not practicable)
         as soon as practicable thereafter, deliver to the payer a valid VAT,
         sales tax or comparable invoice therefor.

(2)      The Parties acknowledge that each payment of Vendor Equipment
         Consideration and Vendor Contracts Consideration to be made under this
         Transfer Agreement shall be made on its behalf in accordance with the
         Asset Transfer Agreement.

7.       COMPLETION

7.1      COMPLETION

(1)      Equipment Completion shall take place on the Completion Date.

(2)      Subject to obtaining any necessary consent of a third party, completion
         of the sale and purchase of the In-Scope Contracts identified in
         Schedule 1 (Current Contracts) shall occur on the Completion Date.

7.2      COMPLETION ARRANGEMENTS

         At Equipment Completion and on each In-Scope Contract Completion Date,
         each Party shall do those things for which it has responsibility in
         relation to the Asset in question as are listed in Schedule 5
         (Completion Arrangements).

8.       PERIOD TO COMPLETION

8.1      VENDOR OBLIGATIONS IN RESPECT OF THE IT EQUIPMENT AND THE LEASED
         EQUIPMENT

         The Vendor undertakes to CSC to procure that during the period
         commencing on the date of this Transfer Agreement and ending on
         Completion:

         (a)      so far as is necessary for the provision of the Services, the
                  IT Equipment and the Leased Equipment is maintained, repaired
                  and serviced so as to ensure it is maintained in the same
                  condition as the IT Equipment is in at the date of this
                  Transfer Agreement, fair wear and tear excepted;

         (b)      so far as is necessary for the provision of the Services,
                  (subject to CSC's consent, not to be unreasonably withheld)
                  items of IT Equipment and Leased Equipment are replaced where
                  those items have been lost or damaged beyond economic repair,
                  and in these circumstances the replacement item, if owned by
                  the Vendor or a member of the Vendor Group, shall be entered
                  in the Marconi


                                       18
<PAGE>

                  Asset Register and in any other case the agreement relevant to
                  the replacement item shall be included in Part 1 of Schedule 1
                  (Current Contracts), both of which shall be amended
                  accordingly; and

         (c)      the IT Equipment and the Leased Equipment is insured against
                  all the usual risks with a reputable insurance company for the
                  full replacement value of the IT Equipment and the Leased
                  Equipment and that the interest of CSC is noted upon any
                  policy of insurance and a copy thereof supplied to CSC.

8.2      CURRENT CONTRACTS

(1)      Where any In-Scope Contract is renewed or any new contract or
         arrangement relating to any Internal Services is entered into by any
         member of the Vendor Group whilst those Internal Services are being
         provided by the Vendor Group, the relevant Part of Schedule 1 (Current
         Contracts) shall be amended by including reference to any such renewed
         or new contract or arrangement, as the case may be.

(2)      If once the terms of any Current Contract (which but for the exercise
         of CSC's rights under this Clause 8.2(2) would constitute an In-Scope
         Contract) have been disclosed to CSC, CSC is of the reasonable opinion
         that either:

         (a)      any of the non-financial terms of that Current Contract are
                  other than reasonably consistent with conventional practice
                  for agreements of the kind in question (including, without
                  limitation, by virtue of that Current Contract containing any
                  limitation of liability which is unreasonably low or
                  containing a provision which materially restricts the conduct
                  of the business of any member of the CSC Group other than
                  directly in respect of the provision of services under the
                  Master Services Agreement); or

         (b)      to comply with any of the terms of that Current Contract would
                  place CSC in breach of any Applicable Legislation, any third
                  party rights or any contract it may have with a third party,

         then CSC may within five (5) Business Days of such disclosure elect by
         notice in writing to the Vendor not to purchase that Current Contract.

(3)      Notwithstanding Clause 9 (In Scope Contracts), CSC shall not be liable
         to perform any obligations under any In-Scope Contract unless and until
         the terms of such obligations have been disclosed to CSC in all
         material respects.


                                       19
<PAGE>

(4)      Any Current Contract shall cease to be subject to this Clause 8.2 if
         CSC elects not to purchase it under Clause 8.2(2).

9.       IN-SCOPE CONTRACTS

9.1      SEEKING CONSENTS TO SUBSTITUTION

         The Vendor shall after execution of this Transfer Agreement use
         reasonable endeavours to procure that the other parties to the In-Scope
         Contracts shall, where that consent is necessary, consent in the Agreed
         Terms:

         (a)      to the substitution of CSC (or such member of the CSC Group as
                  CSC may nominate) in the place of the relevant member of the
                  Vendor Group as a party to the relevant In-Scope Contract; and

         (b)      to any continuing use of the subject matter of the In-Scope
                  Contracts where the use is required (after the substitution)
                  to enable the Vendor Group effectively to receive the benefit
                  of the Services,

         in each case with effect from the relevant In-Scope Contract Completion
         Date. CSC shall provide such assistance as the Vendor may reasonably
         require in procuring those consents.

9.2      PERFORMANCE AND ENJOYMENT OF IN-SCOPE CONTRACTS

(1)      In any case where the consent referred to in Clause 9.1 (Seeking
         consents to substitution) is required but shall be refused or otherwise
         not obtained, then, the following shall apply in respect of the
         relevant In-Scope Contract with effect from the In-Scope Contract
         Completion Date applicable to the In-Scope Contract in question until
         such consent shall be obtained and subject to Clause 9.2(2):

         (a)      the Vendor shall hold the In-Scope Contract and any monies,
                  goods or other benefits received under the In-Scope Contracts
                  on trust for CSC (or for such member of the CSC Group as CSC
                  may nominate) and shall, immediately upon receipt of the same,
                  account for and pay to CSC (or its nominee) all those monies,
                  goods and other benefits;

         (b)      CSC (or such member of the CSC Group as CSC may nominate)
                  shall (if sub-contracting or agency is not precluded under the
                  relevant In-Scope Contract) as sub-contractor or agent for the
                  Vendor perform on behalf of the Vendor (but at CSC's or its
                  nominee's expense) all the obligations of the Vendor


                                       20
<PAGE>

                  arising under the relevant In-Scope Contract after the
                  In-Scope Contract Completion Date applicable to that In-Scope
                  Contract;

         (c)      where sub-contracting and agency are precluded under the
                  In-Scope Contract, the Vendor shall continue to be the Party
                  responsible to perform and discharge the In-Scope Contract but
                  in so doing shall act only in accordance with the directions
                  of CSC (or for such member of the CSC Group as CSC may
                  nominate) and CSC shall procure that the Vendor is provided
                  with all reasonable facilities and assistance to enable the
                  Vendor to perform, operate, monitor and discharge the In-Scope
                  Contract.

(2)      [***]

9.3      SET-OFFS AND COUNTERCLAIMS

         If any person making payment of any sum pursuant to an In-Scope
         Contract after the In-Scope Contract Completion Date (the benefit of
         which payment in each case is in accordance with the terms of this
         Transfer Agreement to accrue to CSC or its nominee), shall claim any
         right of set-off or counterclaim in respect of any act or thing done or
         omitted to be done by the Vendor or a member of the Vendor Group prior
         to the In-Scope Contract Completion Date, the Vendor shall immediately
         account to CSC or as it may direct, for an amount equal to the
         difference between the payment which would have been received had no
         such right of set-off or counterclaim been exercised or claimed and the
         payment actually received.

9.4      PERFORMANCE OF IN-SCOPE CONTRACTS

(1)      CSC undertakes that it will (or shall procure that another member of
         the CSC Group will), at its own cost, carry out and complete for its
         own account the In-Scope Contracts to the extent that they have not
         been fully performed before the In-Scope Contract Completion Date.

(2)      CSC shall indemnify (or, as appropriate, shall procure that CSC's
         nominee under Clause 9.2(1)(b) shall indemnify) the Vendor against or
         reimburse the Vendor for any payment required to be made or other
         liability incurred by the Vendor under or in relation to each In-Scope
         Contract in respect of the period after the In-Scope Contract
         Completion Date applicable to that In-Scope Contract, except to the
         extent that the payment or liability shall arise wholly or partly as a
         result of the failure by the Vendor duly to perform and comply with the
         terms of the In-Scope Contract on or prior to the applicable In-Scope
         Contract Completion Date.


                                       21
<PAGE>
(3)      The Vendor shall:

         (a)      continue to be responsible for, and shall duly and promptly
                  pay and discharge all debts, liabilities and obligations
                  outstanding under or in relation to the In-Scope Contracts as
                  at the applicable In-Scope Contract Completion Date and which
                  relate to the period ending on the applicable In-Scope
                  Contract Completion Date or arising by reason of any act or
                  omission by the Vendor or any other member of the Vendor Group
                  on or prior to the applicable In-Scope Contract Completion
                  Date; and

         (b)      indemnify CSC against any payment required to be made and any
                  and all other liability CSC or any members of the CSC Group
                  may incur under in connection with the In-Scope Contract on or
                  in respect of the period prior to the applicable In-Scope
                  Contract Completion Date.

9.5      NO ASSIGNMENT OF NON-ASSIGNABLE CONTRACTS

         Neither this Transfer Agreement nor any action carried out in pursuance
         of it shall constitute an assignment or attempted assignment or
         declaration of trust of any In-Scope Contract or the benefit thereof
         which is not assignable or which cannot be made without the consent of
         another person if that assignment or attempted assignment or
         declaration would constitute a breach of that In-Scope Contract or an
         infringement of Intellectual Property, except to the extent that the
         consent is obtained.

10.      [EMPLOYEES

         The provisions of Schedule 2 (Employment Provisions) shall apply with
         regard to the Employees.

11.      PENSIONS AND RELATED BENEFITS

         The provisions of Schedule 8 (Pensions and Related Benefits) shall
         apply with regard to the pensions and related benefits of the
         Employees.](12)


(12)     Only include Clauses 11 and 12 for TA's where employees are
         transferring. Once these are removed, relevant cross-referencing will
         need to be checked and updated.


                                       22
<PAGE>

12.      WARRANTIES

12.1     WARRANTIES

         The Vendor warrants to CSC that the Warranties are true, accurate and
         not misleading as at the date of this Transfer Agreement.

12.2     LIMITATIONS ON CLAIMS

         The liability of the Vendor under the Warranties or any other provision
         of this Transfer Agreement shall (except in the case of fraud) be
         limited as set out in Schedule 7 (Limitations on Claims). The rights
         and remedies of CSC in respect of any breach of Warranty by the Vendor
         shall not be affected by (i) completion of the purchase of the Assets;
         or (ii) by any investigation or inquiry made or to be made by or on
         behalf of CSC following the date of this Transfer Agreement.

12.3     STATUS OF WARRANTIES

         CSC acknowledges that in entering into this Transfer Agreement and each
         of the other documents referred to herein it has not relied on any
         other statement, representation, act, fact, circumstance or warranty
         save and except for the Warranties and neither CSC nor any member of
         the CSC Group shall, save in the case of fraud or fraudulent
         misrepresentation, have any right of recovery or remedy in respect of a
         breach of the Warranties or of Clause 12.6 (Mutual Representations)
         save as expressly provided in this Transfer Agreement or the Asset
         Transfer Agreement.

12.4     NO RIGHT OF A PARTY TO RESCIND

         The sole remedy of CSC for breach by the Vendor of the Warranties and
         the sole remedy of each Party for a breach by any other Party of Clause
         12.6 (Mutual Representations) shall be damages and each Party
         acknowledges that it shall have no right to rescind this Transfer
         Agreement in any circumstances and irrevocably waives any other
         remedies it may have in relation to a breach by any other Party of the
         Warranties or Clause 12.6 (Mutual Representations) provided that
         nothing in this Clause shall operate to exclude any Party's liability
         for fraudulent misrepresentation.

12.5     MEANING OF "SO FAR AS THE VENDOR IS AWARE"

         If any of the Warranties are expressed to be given "so far as the
         Vendor is aware" or "to the best of the knowledge information and
         belief of the Vendor", or words to that effect, then such expression
         shall be deemed to include an additional statement to the effect that
         the relevant Warranty has been made after reasonable enquiries.


                                       23
<PAGE>

12.6     MUTUAL REPRESENTATIONS

         Each Party represents to each other Party that it has full power and
         authority to execute, deliver and perform its obligations under this
         Transfer Agreement and that there are no existing agreements or
         arrangements with third parties, the terms of which prevent such Party
         from entering into or performing its obligations under this Transfer
         Agreement.

12.7     WAIVER OF RIGHTS

         The Vendor agrees with CSC to waive any rights or claims which it may
         have in respect of any misrepresentation, inaccuracy or omission in, or
         from, any information or advice supplied or given by any of the
         Employees on which the Vendor or a member of the Vendor Group may have
         relied in connection with the giving of the Warranties and the
         preparation of the Disclosure Letter.

12.8     EXCLUSION OF IMPLIED TERMS

         All warranties, conditions, or terms not set out in this Agreement and
         which would otherwise be implied or incorporated into this Agreement by
         reason of statute, common law or otherwise (other than as to the title
         to goods) are hereby excluded, except to the extent they may not be
         excluded or limited by law.

13.      ASSIGNMENT AND THIRD PARTY RIGHTS

13.1     ASSIGNMENT

         (a)      Either CSC or the Vendor may assign all or any of its rights
                  or transfer all or any of its rights, obligations and
                  liabilities under this Transfer Agreement to any member of its
                  Group which is, for all purposes under this Transfer
                  Agreement, tax resident [and registered for VAT](13) in the
                  Territory (provided that if any such assignee or transferee
                  ceases at any time to be a member of the relevant Group or so
                  resident [or so registered for VAT](14) it shall, at the
                  request of the Vendor (in the case of an assignment by CSC) or
                  CSC (in the case of an assignment by the Vendor), immediately
                  reassign and re-transfer all such rights, obligations and
                  liabilities to a remaining member of the Group which is so
                  resident [and so registered for VAT](15)), and the Vendor (in
                  the case of an assignment by CSC) or CSC (in the case of an
                  assignment by the


(13)     Only include in European, Mexican and Brazilian TA's.
(14)     Only include in European, Mexican and Brazilian TA's.
(15)     Only include in European, Mexican and Brazilian TA's.


                                       24
<PAGE>

                  Vendor) consents to such an assignment or transfer and will
                  execute all deeds or other documents, and do all such acts as
                  the assigning Party may reasonably require in order to give
                  effect to such assignment or transfer. Any such assignment or
                  transfer shall not affect the assigning or transferring
                  Party's outstanding obligations or liabilities under this
                  Transfer Agreement for which it shall continue to remain
                  liable in the event the Party receiving the assignment of the
                  relevant rights, obligations and liabilities should fail to
                  meet their obligations or liabilities in relation thereto.

         (b)      Except as permitted under Clause 13.1(a), neither CSC nor the
                  Vendor may assign or transfer any of its rights, obligations
                  or liabilities under this Transfer Agreement without the prior
                  written consent of the other, such consent not to be
                  unreasonably withheld.

         (c)      Following any permitted assignment or transfer under Clause
                  13.1(a), any reference in this Transfer Agreement to the
                  Vendor or CSC (as the case may be) shall, where the context
                  allows, include a reference to the assignee or transferee (as
                  the case may be). Any permitted assignee or transferee shall
                  be treated for all purposes as if it had been an original
                  Party to (and been granted the relevant rights under) this
                  Transfer Agreement.

13.2     NO RIGHTS OF THIRD PARTIES

         The Parties do not intend any provision of this Transfer Agreement to
         be enforceable by any third party pursuant to the Contracts (Rights of
         Third Parties) Act 1999.

14.      ENTIRE AGREEMENT

14.1     ENTIRE AGREEMENT

         This Transfer Agreement, the Asset Transfer Agreement and the Master
         Services Agreement, together represent the entire agreement between the
         Parties in relation to the sale and purchase of the Assets and
         supersede any previous agreement, whether written or oral, between the
         Parties in relation to that subject matter.

14.2     NO LIABILITY UNLESS STATEMENT MADE FRAUDULENTLY

         No Party shall have any liability in respect of any misrepresentation
         or other statement (apart from the Warranties and the representation
         and warranty contained in Clause 12.6 (Mutual Representations)) being
         false, inaccurate and/or incomplete unless it was made fraudulently.


                                       25
<PAGE>
15.      NOTICES

15.1     NOTICES

         All notices and other communications relating to this Transfer
         Agreement:

         (a)      shall be in English and in writing;

         (b)      shall be delivered by hand or sent by post or facsimile;

         (c)      shall be delivered or sent to the Party concerned at the
                  relevant address or number, as appropriate, and marked all as
                  shown in Clause 15.2 (Initial details) (subject to such
                  amendments as may be notified from time to time in accordance
                  with this Clause by the relevant Party to the other Parties);

         (d)      may in the case of any claim form, judgment or other notice of
                  process on any Party be delivered or sent to their respective
                  registered offices from time to time; and

         (e)      shall take effect:

                  (i)      if delivered, upon delivery;

                  (ii)     if posted, at the earlier of the time of delivery and
                           (if posted in the United Kingdom by first class
                           registered post) 10 am on the second Business Day
                           after posting; or

                  (iii)    if sent by facsimile, when a complete and legible
                           copy of the communication, whether that sent by
                           facsimile or a hard copy sent by post or delivered by
                           hand, has been received at the appropriate address,

         provided that if any communication would otherwise become effective on
         a non-Business Day or after 5 pm on a Business Day, it shall instead
         become effective at 10 am on the next Business Day.

15.2     INITIAL DETAILS

         The initial details for the purposes of Clause 15.1 (Notices) are:

<TABLE>
<CAPTION>
         PARTY:                     THE VENDOR
         -----------------          ----------
         <S>                        <C>
         Address:                   [        ]
         Facsimile No:              [        ]
         Marked for
         the Attention of:          [        ]
</TABLE>


                                       26
<PAGE>

<TABLE>
<CAPTION>
         PARTY:                         CSC
         ----------------           ----------
         <S>                        <C>
         Address:                   [        ]
         Facsimile No:              [        ]
         Marked for
         the Attention of:          [        ]
</TABLE>

16.      AMENDMENTS AND WAIVERS

16.1     AMENDMENTS TO BE IN WRITING

         No amendment or variation of the terms of this Transfer Agreement shall
         be effective unless it is made or confirmed in a written document
         signed by all the Parties provided that the agreement of CSC to any
         such amendment or variation shall not be unreasonably withheld or
         delayed.

16.2     WAIVERS

         No delay in exercising or non-exercise by any Party of any of its
         rights under or in connection with this Transfer Agreement shall
         operate as a waiver or release of that right. Rather, any such waiver
         or release must be specifically granted in writing signed by the Party
         granting it.

17.      SEVERABILITY

         If any part of any provision of this Transfer Agreement shall be
         illegal, invalid or unenforceable in any respect, then the remainder of
         such provision and all other provisions of this Transfer Agreement
         shall remain valid and enforceable, and the remaining rights,
         obligations and liability of the parts under this Transfer Agreement
         shall not be affected or impaired.

18.      COSTS

         Except where this Transfer Agreement provides otherwise, each Party
         shall be responsible for all the costs, charges and expenses incurred
         by it in connection with and incidental to the preparation and
         completion of this Transfer Agreement, the other documents referred to
         in this Transfer Agreement and the sale and purchase under this
         Transfer Agreement.


                                       27
<PAGE>

19.      CONTINUING EFFECT

         Each provision of this Transfer Agreement shall continue in full force
         and effect after Completion, except to the extent that a provision has
         been fully performed on or before Completion.

20.      COUNTERPARTS

20.1     ANY NUMBER OF COUNTERPARTS

         This Transfer Agreement may be executed in any number of counterparts,
         and by the Parties on separate counterparts, but shall not be effective
         until both Parties has executed at least one counterpart.

20.2     EACH COUNTERPART AN ORIGINAL

         Each counterpart shall constitute an original of this Transfer
         Agreement, but all the counterparts shall together constitute but one
         and the same instrument.

21.      ANNOUNCEMENTS AND CONFIDENTIALITY

21.1     NO ANNOUNCEMENTS WITHOUT PRIOR APPROVAL

         The Parties mutually agree that no press or other public announcements
         (whether to shareholders, employees, customers, suppliers or otherwise)
         shall be made or sent out by them in respect of the subject matter of
         this Transfer Agreement or any ancillary matter without the text of the
         announcement receiving the prior written approval of all of the Parties
         (that approval not to be unreasonably withheld or delayed).

21.2     ANNOUNCEMENT EXCEPTIONS

         Any Party may make or send out any press or public announcement to the
         extent the announcement is:

         (a)      required by the law of any relevant jurisdiction;

         (b)      required by any securities exchange or regulatory or
                  Governmental Authority to which any Party is subject or
                  submits, wherever situated, including NASDAQ, the Securities
                  and Exchange Commission of the United States of America, the
                  London Stock Exchange, the UK Listing Authority or the
                  Takeovers and Mergers Panel, whether or not the requirement
                  for information has the force of law,


                                       28
<PAGE>

         in which case, the announcement shall only be made or sent out after
         consultation with (and after taking into account the reasonable
         requirements of) the other Parties as to the content of the
         announcement.

21.3     CONFIDENTIALITY

         Subject to Clause 21.1 (No announcements without prior approval), each
         Party shall treat as strictly confidential all information received or
         obtained as a result of entering into or performing this Transfer
         Agreement which relates to:

         (a)      the provisions of this Transfer Agreement or the other
                  documents referred to in this Transfer Agreement;

         (b)      the negotiations relating to this Transfer Agreement; or

         (c)      the other Parties.

21.4     CONFIDENTIALITY EXCEPTIONS

         Any of the Parties may disclose information referred to in Clause 21.3
         (Confidentiality) which would otherwise be confidential if and to the
         extent the disclosure is:

         (a)      required by the law of any relevant jurisdiction;

         (b)      required by any securities exchange or regulatory or
                  Governmental Authority to which any Party is subject or
                  submits, wherever situated, including NASDAQ, the Securities
                  and Exchange Commission of the United States of America, the
                  London Stock Exchange, the UK Listing Authority or the
                  Takeovers and Mergers Panel, whether or not the requirement
                  for disclosure has the force of law;

         (c)      required to vest in that Party the full benefit of this
                  Transfer Agreement in any of the Parties;

         (d)      disclosed to the professional advisers, auditors or bankers of
                  that Party or any other member of its Group;

         (e)      disclosed to the officers or employees of that Party or any
                  other member of its Group who need to know the information for
                  the purposes of the transactions effected or contemplated by
                  this Transfer Agreement subject to the condition that the
                  Party making the disclosure shall procure that those persons
                  comply


                                       29
<PAGE>

                  with Clause 21.3 (Confidentiality) as if they were parties to
                  this Transfer Agreement;

         (f)      of information that has already come into the public domain
                  through no fault of that Party;

         (g)      of information of the kind referred to in Clause 21.2(b)
                  (Confidentiality) which is already lawfully in the possession
                  of that Party (and not subject to any obligation of
                  confidentiality owed to any other Party) as evidenced by its
                  or its professional advisers' written records; or

         (h)      approved by the Parties having given prior written approval to
                  the disclosure,

         provided that any information disclosed pursuant to paragraph (a) or
         (b) of this Clause 21.4 shall be disclosed only after notice to the
         other Parties and the disclosing Party shall take reasonable steps to
         co-operate with the other Parties regarding the manner of that
         disclosure.

21.5     NO LIMIT IN TIME

         The restrictions contained in this Clause 21 (Announcements and
         Confidentiality) shall continue to apply without limit in time.

22.      DISPUTE RESOLUTION

22.1     Any question or difference which may arise concerning the construction,
         meaning, effect or operation of this Transfer Agreement or any matter
         arising out of or in connection with this Transfer Agreement shall in
         the first instance be referred to the CSC Service Delivery Manager and
         the Marconi Contract Manager.

22.2     If the matter is not resolved within ten (10) Business Days of it being
         referred to the managers referred to in Clause 22.1 the matter shall be
         referred to the next level of the Vendor's and CSC's management in
         accordance with the hierarchy set forth in Clause 22.3 who must meet
         within ten (10) Business Days or such other period as the Parties may
         agree to attempt to resolve the matter. If the matter is not resolved
         at that meeting, the escalation shall continue with the same maximum
         time interval through one more level of management. If the unresolved
         matter is having a serious effect on the Services, the Parties shall
         use every reasonable endeavour to reduce the elapsed time in completing
         the process.


                                       30
<PAGE>

22.3     The levels of escalation are:

<TABLE>
<CAPTION>
                                   CSC                                   THE VENDOR
                                   ----------------------------          ------------------------------------
         <S>                       <C>                                   <C>
         First Level               CSC Service Delivery Manager          Marconi Contract Manager
         Second Level              Account Executive                     Senior Vice  President - Information
                                                                         Technology
         Third Level               President - UK Division               Chief Operating Officer
</TABLE>

         If any of the above are unable to attend a meeting, a substitute may
         attend provided that such substitute has at least the same seniority
         and is authorised to settle the unresolved matter.

22.4     If the matter is not resolved at or before the Third Level then the
         matter shall be submitted to mediation by CEDR within 14 days of any
         Party giving written notice to the others of that Party's wish to refer
         the matter to mediation by CEDR provided that such notice shall only be
         given while the matter remains unresolved by the escalation process and
         shall be given no later than the date 14 days after the date of the
         meeting of the Third Level of management. The representative of the
         Party giving such notice, at the escalation level at which such notice
         is given, shall (except where such notice is given at the Third Level)
         promptly notify that Party's representative at the next level, in order
         of ascent, that such notice has been given. The costs of the mediator
         shall be shared equally between the Parties (each Party bearing its own
         other costs). Where a matter is submitted to mediation as envisaged by
         this Clause 23.4, the provisions or requirements of this Clause 22
         (Dispute Resolution) shall not be considered to have been applied or
         met until six (6) months after such submission.

22.5     No Party shall seek to initiate any proceedings in respect of, any
         unresolved matter until either escalation to and including the Third
         Level has been completed, unless such Party has reasonable cause to do
         so to avoid damage to its business or to protect or preserve any right
         of action it may have.

22.6     Notwithstanding anything in Clauses 22 (Dispute Resolution) or 23
         (Arbitration), nothing in those Clauses shall operate to restrict any
         Party's or any member of their Group's rights to apply for or obtain
         emergency or interlocutory relief.


                                       31
<PAGE>

23.      ARBITRATION

23.1     Subject to Clause 22.6 (Dispute Resolution), any dispute arising out of
         or in connection with this Transfer Agreement shall be resolved in
         accordance with the provisions of this Clause 23.

23.2     Before referring a dispute to arbitration in accordance with Clause
         23.4, the dispute shall in the first instance be dealt with in
         accordance with Clause 22 (Dispute Resolution).

23.3     Where pursuant to this Clause 23 any dispute is to be referred to
         arbitration, compliance with Clause 23.2 shall be a condition precedent
         to the making of an award, unless the Party referring the dispute to
         arbitration has reasonable cause to do so to protect or preserve any
         right of action it may have.

23.4     All disputes arising out of or in connection with this Transfer
         Agreement which cannot be resolved in accordance with Clauses 23.1 to
         23.2 shall be finally settled under the Rules of the London Court of
         International Arbitration by three arbitrators appointed in accordance
         with the said Rules. Furthermore:

         (a)      the place and the seat of the arbitration shall be London,
                  England; the tribunal shall have the power to conduct hearings
                  elsewhere if appropriate;

         (b)      the language of the arbitration, including all documents,
                  shall be English;

         (c)      the law governing this agreement to arbitrate shall be the law
                  of England and Wales.

24.      GOVERNING LAW

         The construction, interpretation and performance of this Transfer
         Agreement and all transactions under this Transfer Agreement shall be
         governed by the laws of England and Wales without reference to the
         UNCITRAL Conventions on Contracts for the International Sale of Goods
         and without giving effect to any provision of such law relating to
         conflict of laws; provided that, if any provision of this Transfer
         Agreement is required by the mandatorily applicable laws of the
         Territory to be subject to the laws of the Territory, the construction,
         interpretation and performance of such provision shall be governed by
         the internal laws of the Territory without reference to the UNCITRAL
         Conventions on Contracts for the International Sale of Goods. To the
         extent permitted by such applicable law, the Parties hereby waive any
         provision of


                                       32
<PAGE>

         law that renders any provision of this Transfer Agreement unenforceable
         in any respect.

25.      REGULATORY MATTERS

25.1     The Vendor shall continue to be responsible for, and shall duly and
         promptly pay and discharge all fines and penalties payable to any
         Governmental Authority which relate to the Internal Services and shall
         (subject to Clause 25.2) indemnify CSC against all liability CSC may
         incur arising out of, or in connection with any such fines or
         penalties.

25.2     The indemnity in Clause 25.1 shall not apply to any liability CSC may
         incur arising out of or in connection with the Internal Services to the
         extent attributable to any act or omission of CSC, any member of the
         CSC Group or its or their employees, agents or contractors.

26.      FURTHER ASSURANCE

         Each Party shall, whether before, on or after termination of this
         Transfer Agreement, do, execute and perform and shall procure to be
         done, executed and performed, all such further acts, deeds, documents
         and things as the other Party may reasonably require from time to time
         effectively to give effect to this Transfer Agreement.

27.      LANGUAGE

         The Parties have requested that this Transfer Agreement and all
         documents contemplated by this Transfer Agreement or relating to it be
         drawn up in the English language.

28.      INDEMNIFICATION PROCEDURE

28.1     A Party entitled to indemnification under this Transfer Agreement (the
         "INDEMNIFIED PARTY") shall give written notice as soon as reasonably
         practicable upon becoming aware of circumstances giving rise to a right
         of indemnity under this Transfer Agreement to the Party that is
         obligated to provide indemnification (the "INDEMNIFYING PARTY"). Within
         ten Business Days after such notice, the Indemnifying Party may notify,
         in writing, the Indemnified Party of its decision to take control of
         the defence of any claim made by any third party and which is the
         subject of the indemnity and, in such circumstances, the Indemnifying
         Party shall be entitled to take control of the defence and
         investigation of such claim and to employ and engage lawyers of its
         sole choice to handle and defend the same, at the Indemnifying Party's
         sole cost and expense. The Indemnified Party shall co-operate in all
         respects with the Indemnifying Party in the investigation and defence
         of such claim and shall not prejudice any defence to any such claim or
         attempt to settle or compromise such claim. No settlement of a claim
         which involves a remedy other than the payment of money by the
         Indemnifying Party shall:

         (a)      be made without the consent of the Indemnified Party, which
                  consent shall not be unreasonably withheld or delayed; or

         (b)      not include as an unconditional term thereof the giving by the
                  claimant to the Indemnified Party of a release from all
                  liability in respect of such claim.

         If the Indemnifying Party does not assume full control over the defence
         of a claim the Indemnified Party shall have the right to defend the
         claim in such manner as it may deem appropriate, at the cost and
         expense of the Indemnifying Party.

28.2     The Indemnified Party under this Clause 28 (Indemnification Procedure)
         shall use its reasonable endeavours to mitigate the Loss to which the
         relevant indemnity relates.


                                       33
<PAGE>
                                   SCHEDULE 1

                             CURRENT CONTRACTS(16)


Note: This schedule relates directly to the baseline costs. Some `contracts'
are in-fact just `contributions' to a contract in another country, eg Lotus,
NAI, Siebel, Microsoft & Oracle.

PART 1: EQUIPMENT CONTRACTS

GERMANY

None

UK

None

USA

[***]

PART 2: MAINTENANCE CONTRACTS

[***]

PART 3: THIRD PARTY SUPPLY CONTRACTS

[***].


PART 4: VEHICLE LEASES

[***].


PART 5: OPERATING SYSTEM LICENCES

[***].




[16] Delete references to contracts in Territories which are not relevant to
individual TA.


                                      35
<PAGE>
                                   SCHEDULE 2

                             EMPLOYMENT PROVISIONS

                                  CSC VERSION


[FOR INCLUSION IN UK & IRISH TA ONLY:


         DEFINED TERMS

         "APPROVED SUB-CONTRACTOR" has the meaning defined in the Master
         Services Agreement.

         "EUROPEAN REGULATIONS" means, in relation to a European Transferring
         Employee, the regulations implementing the provisions of EU Directive
         No. 77/187 dated 14 February 1977 (as amended by EU Directive No.
         98/50 dated 29 June 1998 and by EU Directive No. 2001/23 (to the
         extent that EU Directive No. 2001/23 has been implemented)) applicable
         to that European Transferring Employee's terms and conditions of
         employment.

         "EUROPEAN TRANSFERRING EMPLOYEES" means the persons identified in
         Schedule 3 (The Employees) as the European transferring employees.

         "REGULATIONS" means, in relation to a UK Transferring Employee, the
         regulations implementing the provisions of EC Directive No. 77/187
         dated 14 February 1977 (as amended by EU Directive No. 98/50 dated 29
         June 1998) and as amended by EU Directive No. 2001/23 dated 12 March
         2001 (to the extent that EU Directive No. 2001/23 has been
         implemented) including the Transfer of Undertakings (Protection of
         Employment) Regulations 1981 applicable to that UK Transferring
         Employee's terms and conditions of employment.

         "TAX" means and includes all forms of taxation and statutory,
         governmental, supra governmental, state, local governmental or
         municipal impositions, duties, contributions, deductions, withholdings
         and levies whether of the United Kingdom or elsewhere whenever imposed
         and all penalties, charges, costs and interest relating to any of
         them.


                                      36
<PAGE>
         "UK TRANSFERRING EMPLOYEES" means the persons identified in Schedule 3
         (The Employees) as being the UK transferring employees.

1.       UK EMPLOYEES

1.1      The Vendor and the Supplier acknowledge and agree that the Regulations
         shall apply to the UK Transferring Employees.

1.2      All salaries and other emoluments of the UK Transferring Employees
         shall be discharged and all Pay As You Earn, tax income deduction and
         National Insurance Contribution requirements ("TAX Deductions") shall
         be complied with by the Vendor for itself and as agent for any member
         of the Vendor Group who are the employers of the UK Transferring
         Employees in respect of all periods up to Completion and in respect of
         all share options granted or exercised prior to Completion and the
         salaries, other emoluments and Tax Deductions of the UK Transferring
         Employees in respect of the period after Completion shall be for the
         account of the Supplier.

1.3      (a)      The Vendor will upon the date two (2) weeks after the date of
                  signature of this Agreement and periodically two (2) weeks
                  thereafter up to Completion promptly notify the Supplier of
                  the following:

                  (i)      subject to Paragraph 1.3(b) of this Schedule 2, any
                           changes to the list of UK Transferring Employees
                           before Completion, in which case their name or names
                           will be deemed to have been deleted from the list in
                           Schedule 3 (The Employees);

                  (ii)     subject to Paragraph 1.3(b) of this Schedule 2, if
                           any UK Transferring Employee ceases to be primarily
                           engaged by the Vendor Group in performing services
                           which are the same or similar to the Services (the
                           "BUSINESS");

                  (iii)    if any UK Transferring Employee obtains a right to
                           return to work (whether for reasons connected with
                           maternity leave or absence by reason of illness or
                           incapacity or otherwise);

                  (iv)     if any UK Transferring Employee is given notice of
                           termination of his employment (or had his employment
                           terminated without notice);

                  (v)      if any offers of employment are made to any person
                           by the Vendor Group in relation to the Business and
                           if there is any person who has


                                      37
<PAGE>
                           accepted such an offer of employment made by the
                           Vendor Group but whose employment has not yet
                           started;

                  (vi)     if any order that has not yet been complied with has
                           been made for the reinstatement or re-engagement of
                           any of the UK Transferring Employees or any person
                           formerly employed or engaged in the Business;

                  (vii)    if there is any industrial action (other than
                           insignificant unofficial action) or trade dispute
                           (or related proceedings) by any UK Transferring
                           Employees affecting the Business; and

                  (viii)   if the Vendor Group becomes engaged or involved in
                           any dispute, claim or legal proceedings (whether
                           arising under contract, common law, statute or in
                           equity) with any of the UK Transferring Employees or
                           with any other person employed by the Vendor Group
                           in respect of whom liability is deemed to pass to
                           the Supplier or its Approved Sub-Contractors by
                           virtue of the Regulations and if the relevant member
                           of the Vendor Group becomes aware of any likelihood
                           of any such dispute, claim or proceedings arising at
                           any time.

         (b)      the Vendor undertakes from the date of signature of this
                  Agreement up to Completion without the prior written consent
                  of the Supplier not to:

                  (i)      add or remove any Key Employee (as defined in the
                           Master Services Agreement) to or from the list of UK
                           Transferring Employees; or

                  (ii)     change the names of more than [***] percent ([***]%)
                           of any other persons (not being Key Employees) from
                           the list of UK Transferring Employees provided that:

                           (aa)     the aggregate number of UK Transferring
                                    Employees will not change;

                           (bb)     any replacement personnel will have skills
                                    and experience which are substantially
                                    similar to those of the employees being
                                    replaced;

                           (cc)     the terms of employment of replacement
                                    personnel will not be materially better
                                    than those of the employees being replaced;


                                      38
<PAGE>
                           (dd)     the severance costs of replacement
                                    personnel will not be materially higher
                                    than those of the employees being replaced;
                                    and

                           (ee)     the Supplier is promptly advised of such
                                    changes; or

                  (iii)    make any material changes to the terms of employment
                           of the UK Transferring Employees. After Completion
                           the Vendor shall at Supplier's request and cost make
                           those employees who before Completion were used to
                           perform the services which are the same or similar
                           to the Services and who are working their notice
                           period, available to Supplier for the provision of
                           the Services until their actual termination dates.

1.4      The Vendor for itself and as agent for each member of the Vendor Group
         who are employers of any of the UK Transferring Employees shall
         indemnify the Supplier against:

         (a)      any act or omission or obligation or liability of the Vendor
                  Group arising out of or relating to the employment of any of
                  the UK Transferring Employees or any other employee or former
                  employee of the Vendor Group prior to Completion, unless such
                  act or omission or obligation or liability was caused by or
                  on behalf of the Supplier Group; and

         (b)      against all Loss arising out of any claim by any trade union,
                  works council, staff association, worker representative
                  (whether or not recognised by the Vendor Group) or employee
                  in respect of all or any of the employees working in the
                  provision of the Services, arising out of a failure or
                  alleged failure by the Vendor Group to comply with its legal
                  obligations to consult under any applicable law or
                  regulation.

1.5      The Supplier shall indemnify the Vendor for itself and as agent for
         each member of the Vendor Group who are employers of any of the UK
         Transferring Employees against:

         (a)      any act or omission or obligation or liability of the
                  Supplier before or after Completion arising out of or
                  relating to the employment or termination of employment of
                  any of the UK Transferring Employees, unless such act or



                                      39
<PAGE>
                  omission or obligation or liability was caused by or on
                  behalf of the Vendor Group; and

         (b)      any substantial changes to the terms of the employment of any
                  of the UK Transferring Employees to their detriment which are
                  made, proposed or anticipated to take effect after Completion
                  and any change in the identity of their employer which is a
                  significant change and to their detriment; and

         (c)      any breach by the Supplier of Regulation 10(3) of the
                  Regulations.

1.6      If any contract of employment of any UK Transferring Employee is found
         or alleged to continue with the Vendor Group after Completion, the
         Supplier agrees that:

         (a)      in consultation with the Vendor, it will within [***]
                  Business Days of being requested by the Vendor make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be

                  (i)      on terms and conditions which, when taken as a
                           whole, do not materially differ from those for the
                           UK Transferring Employees who do transfer to the
                           Supplier on Completion; and

                  (ii)     fully compliant with the undertakings given by the
                           Supplier in Paragraph 1.11.

1.7      As soon as possible after the offer made by the Supplier has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Supplier shall advise the Vendor
         which of those offers have been accepted or rejected. The Vendor shall
         or shall procure that the relevant employer of the UK Transferring
         Employee shall waive applicable notice periods for any such person who
         wishes to accept the Supplier's offer of employment. If the Supplier's
         offer of employment is rejected by that person, the Vendor shall or
         shall procure that the relevant employer of the UK Transferring
         Employee shall make that person available to the Supplier for the
         performance of the Services for so long as the Supplier may request,
         and shall not terminate, other than for cause or where the Supplier no
         longer requires the service of such employee, the


                                      40
<PAGE>
         employment of the person concerned. The Supplier shall be responsible
         for and shall indemnify the Vendor for itself and as agent for the
         member of the Vendor Group who is the employer of the UK Transferring
         Employee against all Loss arising directly or indirectly from the
         employment of that UK Transferring Employee from Completion of, if
         later, the date on which the relevant employment starts, until the
         termination of that employment unless such Loss was caused by or on
         behalf of the Vendor Group but not compensation for unfair or
         wrongful dismissal or breach of contract or any redundancy pay. The
         Supplier shall notify the Vendor if the Supplier no longer requires
         the service of such employee (a "CESSATION NOTICE") and the Vendor
         shall commence the legal termination process of the employment of the
         person concerned. In such a case the Supplier's indemnity in Paragraph
         1.7 shall only continue for a maximum [***] month period (or, where
         there is a longer period prescribed by law or by contract or necessary
         to comply with relevant law for the commencement and completion of the
         termination process, such longer period) from the date of its
         Cessation Notice and shall not include any period when such employee
         is providing services for the benefit of a member of the Vendor Group
         (other than the Services).

1.8      If any contract of employment of any person other than a UK
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***] Business
                  Days of being requested by the Supplier make to that person
                  an offer in writing to employ him or her under a new contract
                  of employment to take effect upon the termination referred to
                  below; and

         (b)      that offer of employment will be on terms and conditions
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.

1.9      As soon as possible after the offer made by the Vendor has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Vendor shall advise the Supplier
         which of those offers have been accepted or rejected. The Supplier
         shall or shall procure that the relevant employers of such employees
         shall waive applicable


                                      41
<PAGE>
         notice periods for any such person who wishes to accept the Vendor's
         offer of employment. If the Vendor's offer of employment is accepted
         by that person, the Supplier shall or shall procure that the relevant
         employer of such person shall commence the legal termination process
         of the employment of the person concerned and the Vendor shall be
         responsible for and indemnify the Supplier against all Loss arising
         directly or indirectly from (i) the employment of that person from
         Completion or, if later, the date on which the relevant employment
         starts, until the termination of that employment and (ii) that
         termination (including any redundancy pay (which shall consist of a
         redundancy package equivalent to that which would have been made
         available to him or her immediately prior to Completion (which shall
         be no greater than those ex-gratia severance terms which are set out
         in the Disclosure Letter)) but not compensation for unfair or wrongful
         dismissal or breach of contract). Provided that the Supplier should
         not be required to commence the termination of employment process
         where any such termination would, in the reasonable opinion of the
         Supplier, be likely to give rise to an award of compensation to the
         employee in addition to redundancy pay or a payment in lieu of notice.
         The Vendor's indemnity in Paragraph 1.9(i) shall only continue for a
         maximum [***] month period (or, where there is a longer period
         prescribed by law or by contract or necessary to comply with relevant
         law for the commencement and completion of the termination process,
         such longer period) from Completion or, if later, the date on which
         the relevant employment starts, and shall not include any period when
         such employee is providing services for the benefit of a member of the
         Supplier Group (other than the Services).

1.10     The Vendor and the Supplier shall give each other such assistance as
         either may reasonably require to comply with the Regulations in
         relation to any such employee of a member of the Vendor Group whose
         contract of employment is found or alleged to transfer to any member
         of the Supplier Group and in contesting any claim by any such person
         at or before Completion resulting from or in connection with this
         Agreement.

1.11     The Supplier undertakes to the Vendor for itself and as agent for each
         member of the Vendor Group who are employers of any of the UK
         Transferring Employees, in addition to the Regulations and any
         applicable laws, rules and regulations and any applicable collective
         bargaining agreements:


                                      42
<PAGE>
         (a)      that the terms and conditions of employment and other
                  contractual benefits (other than in respect of pensions, to
                  which the provisions of Schedule 8 shall apply) enjoyed by
                  the UK Transferring Employees (details of which are set out
                  in the Disclosure Letter) in the period of [***] months from
                  Completion will be no less favourable than those enjoyed by
                  them prior to Completion (but without prejudice to any
                  improvements to salaries, wages or conditions agreed in
                  accordance with normal review procedures) save where
                  individual UK Transferring Employees in their absolute
                  discretion choose to agree to join the Supplier's flexible
                  benefits scheme generally offered to the Supplier's
                  employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the UK Transferring Employees which is the same or
                  substantially equivalent to the scheme provided for them
                  prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the UK Transferring Employees in the period of [***]
                  months from Completion, to make available or procure that
                  there is available to each UK Transferring Employee a package
                  equivalent to that which would have been made available to
                  him had he or she still been an employee of the Vendor Group
                  at the date of that redundancy but which shall be no greater
                  than those ex-gratia severance terms which are set out in the
                  Disclosure Letter.

1.12     Immediately following Completion, the Vendor and the Supplier shall
         send to each of the UK Transferring Employees a joint letter in agreed
         terms.

1.13     The Vendor and the Supplier shall respectively consult and keep each
         other fully informed regarding any information they propose to give to
         the UK Transferring Employees and their representatives or any
         consultation they have with the UK Transferring Employees and their
         representatives regarding the subject matter of this Agreement prior
         to Completion, and each will offer the other the opportunity to attend
         and participate in any meetings prior to Completion at which
         information is given to or there is consultation with UK Transferring
         Employees and their representatives.


                                      43
<PAGE>
1.14     Immediately after Completion, the Vendor shall deliver promptly or
         procure the delivery to the Supplier copies of all reasonably
         available personnel and employment records and full particulars of:

         (a)      each UK Transferring Employee, including name, ID number,
                  sex, and the date on which continuity of employment began for
                  each UK Transferring Employee for statutory purposes;

         (b)      standard terms and conditions of employment of each category
                  of UK Transferring Employee;

         (c)      all payments, benefits or changes to terms and conditions of
                  employment promised to any UK Transferring Employee;

         (d)      dismissals (other than voluntary redundancies) of those
                  employees primarily engaged in providing the Services
                  effected within the [***] months prior to Completion and
                  disciplinary records (if any) relating to those employees
                  primarily engaged in providing the Services;

         (e)      all agreements or arrangements entered into in relation to
                  the UK Transferring Employees between the Vendor or relevant
                  employer and any trade union or association of trade unions
                  or organisation or body of employees including elected
                  representatives; and

         (f)      all strikes or other industrial action (other than
                  insignificant unofficial action) taken by any UK Transferring
                  Employee within the [***] months prior to Completion.

         This Paragraph shall be subject to compliance with any applicable law
         or regulation. If the provisions of that law or regulation prohibit
         full compliance with this Paragraph then the Vendor shall take all
         such steps as it can lawfully undertake to ensure as full compliance
         as possible with this Paragraph.

2.       EUROPEAN EMPLOYEES

2.1      The Vendor and the Supplier acknowledge that the European Regulations
         shall apply to the European Transferring Employees.


                                      44
<PAGE>
2.2      All salaries and other emoluments of the European Transferring
         Employees shall be discharged and all Tax deductions shall be complied
         with by the Vendor for itself and as agent for any member of the
         Vendor Group who is the employer of the European Transferring
         Employees in respect of all periods up to and including Completion and
         in respect of all share options granted or exercised prior to
         Completion and the salaries, other emoluments and Tax deductions of
         the European Transferring Employees in respect of the period after
         Completion shall be for the account of the Supplier.

2.3      (a)      The Vendor will upon the date two (2) weeks after the date of
                  signature of this Agreement and periodically two (2) weeks
                  thereafter up to Completion promptly notify the Supplier of
                  the following:

                  (i)      subject to Paragraph 2.3 (b) of this Schedule 2, any
                           changes to the list of European Transferring
                           Employees before Completion, in which case their
                           name or names will be deemed to have been deleted
                           from the list in Schedule 3;

                  (ii)     subject to Paragraph 2.3 (b) of this Schedule 2, if
                           any European Transferring Employee ceases to be
                           primarily engaged by the Vendor Group in performing
                           services which are the same or similar to the
                           Services (the "Business");

                  (iii)    if any European Transferring Employee obtains a
                           right to return to work (whether for reasons
                           connected with maternity leave or absence by reason
                           of illness or incapacity or otherwise);

                  (iv)     if any European Transferring Employee is given
                           notice of termination of his employment (or had his
                           employment terminated without notice);

                  (v)      if any offers of employment are made to any person
                           by the Vendor Group in relation to the Business and
                           if there is any person who has accepted such an
                           offer of employment made by the Vendor Group but
                           whose employment has not yet started;

                  (vi)     if any order that has not been complied with has
                           been made for the reinstatement or re-engagement of
                           any of the European Transferring Employees or any
                           person formerly employed or engaged in the Business;


                                      45
<PAGE>
                  (vii)    if there is any industrial action (other than
                           insignificant unofficial action) or trade dispute
                           (or related proceedings) by any European
                           Transferring Employees affecting the Business; and

                  (viii)   if the Vendor Group becomes engaged or involved in
                           any dispute, claim or legal proceedings (whether
                           arising under contract, common law, statute or in
                           equity) with any of the European Transferring
                           Employees or with any other person employed by the
                           Vendor Group in respect of whom liability is deemed
                           to pass to the Supplier or its Approved
                           Sub-Contractors by virtue of the European
                           Regulations and if the relevant member of the Vendor
                           Group becomes aware of any likelihood of any such
                           dispute, claim or proceedings arising at any time.

         (b)      the Vendor undertakes from the date of signature of this
                  Agreement up to Completion without the prior written consent
                  of the Supplier not to:

                  (i)      add or remove any Key Employee to or from the list
                           of European Transferring Employees; or

                  (ii)     change the names of more than [***] of any other
                           persons (not being Key Employees) from the list of
                           European Transferring Employees provided that:

                           (aa)     the aggregate number of European
                                    Transferring Employees will not change;

                           (bb)     any replacement personnel will have skills
                                    and experience which are substantially
                                    similar to those of the employees being
                                    replaced;

                           (cc)     the terms of employment of replacement
                                    personnel will not be materially better
                                    than those of the employees being replaced;

                           (dd)     the severance costs of replacement
                                    personnel will not be materially higher
                                    than those of the employees being replaced,
                                    and

                           (ee)     the Supplier is promptly advised of such
                                    changes; or

                  (iii)    make any material changes to the terms of employment
                           of the European Transferring Employees. After
                           Completion the Vendor shall at Supplier's request
                           and cost make those employees who before Completion
                           were used to perform the services which are the same
                           or similar to the Services and who are


                                      46
<PAGE>
                  working their notice period, available to Supplier for the
                  provision of the Services until their actual termination
                  dates.

2.4      The Vendor for itself and as agent for each member of the Vendor Group
         who are employers of any of the European Transferring Employees shall
         indemnify the Supplier against:

         (a)      any act or omission or obligation or liability of the Vendor
                  Group, arising out of or relating to the employment of any of
                  the European Transferring Employees or any other employee or
                  former employee of the Vendor Group prior to Completion,
                  unless such act or omission or obligation or liability was
                  caused by or on behalf of the Supplier Group; and

         (b)      all Loss arising out of any claim by any trade union, works
                  council, staff association, worker representative (whether or
                  not recognised by the Vendor Group) or employee in respect of
                  all or any of the employees working in the provision of the
                  Services, arising out of a failure or alleged failure by the
                  Vendor Group to comply with its legal obligations to consult
                  under any applicable law or regulation.

2.5      The Supplier shall indemnify the Vendor for itself and as agent for
         each member of the Vendor Group who are employers of the European
         Transferring Employees against:

         (a)      any act or omission or obligation or liability of the
                  Supplier before or after Completion arising out of or
                  relating to the employment or termination of employment of
                  any of the European Transferring Employees unless such act or
                  omission or obligation or liability was caused by or on
                  behalf of the Vendor Group; and

         (b)      any substantial changes to the terms of the employment of any
                  of the European Transferring Employees to their detriment
                  which are made, proposed or anticipated to take effect after
                  Completion and any change in the identity of their employer
                  which is a significant change and to their detriment; and


                                      47
<PAGE>
         (c)      any breach by the Supplier of its obligations to inform and
                  consult with trade unions, works councils or employee
                  representatives to the extent required by the European
                  Regulations or national laws.

2.6      If any contract of employment of any European Transferring Employee is
         found or alleged to continue with the Vendor Group after Completion,
         the Supplier agrees that:

         (a)      in consultation with the Vendor, it will within [***]
                  Business Days of being requested by the Vendor make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be:

                  (i)      on terms and conditions which, when taken as a
                           whole, do not materially differ from those for the
                           European Transferring Employees who do transfer to
                           the Supplier on Completion; and

                  (ii)     fully compliant with the undertakings given by the
                           Supplier in Paragraph 2.11.

2.7      As soon as possible after the offer made by the Supplier has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 2.6, the Supplier shall advise the Vendor
         which of those offers have been accepted or rejected. The Vendor shall
         or shall procure that the relevant employer of the European
         Transferring Employee shall waive applicable notice periods for any
         such person who wishes to accept the Supplier's offer of employment.
         If the Supplier's offer of employment is rejected by that person, the
         Vendor shall or shall procure that the relevant employer of the
         European Transferring Employee shall make that person available to the
         Supplier for the performance of the Services for so long as the
         Supplier may request, and shall not terminate, other than for cause or
         where the Supplier no longer requires the service of such employee,
         the employment of the person concerned. The Supplier shall be
         responsible for and shall indemnify the Vendor for itself and as agent
         for the member of the Vendor Group who is the employer of the European
         Transferring Employee against all Loss arising directly or indirectly
         from the employment of that European Transferring Employee from
         Completion or, if later, the date on which the relevant employment
         starts until the termination of that employment unless such Loss was


                                      48
<PAGE>
         caused by or on behalf of the Vendor Group but not compensation for
         unfair or wrongful dismissal or breach of contract or any redundancy
         pay). The Supplier shall notify the Vendor if the Supplier no longer
         requires the service of such employee (a "CESSATION NOTICE") and the
         Vendor shall commence the legal termination process of the employment
         of the person concerned. In such a case the Supplier's indemnity in
         Paragraph 2.7 shall only continue for a maximum [***] month period
         (or, where there is a longer period prescribed by law or by contract
         or necessary to comply with relevant law for the commencement and
         completion of the termination process, such longer period) from the
         date of its Cessation Notice and shall not include any period when
         such employee is providing services for the benefit of a member of the
         Vendor Group (other than the Services).

2.8      If any contract of employment of any person other than a European
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***] Business
                  Days of being requested by the Supplier to make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below: and

         (b)      that offer of employment will be on terms and conditions
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.

2.9      As soon as possible after the offer made by the Vendor has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Vendor shall advise the Supplier
         which of those offers have been accepted or rejected. The Supplier
         shall or shall procure that the relevant employers of such employees
         shall waive applicable notice periods for any such person who wishes
         to accept the Vendor's offer of employment. If the Vendor's offer of
         employment is rejected by that person, the Supplier shall or shall
         procure that the relevant employer of such person shall commence the
         legal termination process of the employment of the person concerned
         and the Vendor shall be responsible for and indemnify the Supplier
         against all Loss arising directly or indirectly from (i) the
         employment of that person from Completion or, if later, the date on
         which the relevant employment starts, until the termination of


                                      49
<PAGE>
         that employment and (ii) that termination (including any redundancy
         pay (which shall consist of a redundancy package equivalent to that
         which would have been made available to him or her immediately prior
         to Completion (which shall be no greater than those ex-gratia
         severance terms which are set out in the Disclosure Letter)) but not
         compensation for unfair or wrongful dismissal or breach of contract).
         Provided that the Supplier should not be required to commence the
         termination of employment process where any such termination would, in
         the reasonable opinion of the Supplier, be likely to give rise to an
         award of compensation to the employee in addition to redundancy pay or
         a payment in lieu of notice. The Vendor's indemnity in Paragraph
         2.9(i) shall only continue for a maximum [***] month period (or, where
         there is a longer period prescribed by law or by contract or necessary
         to comply with the relevant law for the commencement and completion of
         the termination process, such longer period) from Completion or, if
         later, the date on which the relevant employment starts and shall not
         include any period when such employee is providing services for the
         benefit of a member of the Supplier Group (other than the Services).

2.10     The Vendor and the Supplier shall give each other such assistance as
         either may reasonably require to comply with the European Regulations
         in relation to any such employee of a member of the Vendor Group whose
         contract of employment is found or alleged to transfer to any member
         of the Supplier Group and in contesting any claim by any such person
         at or before Completion resulting from or in connection with this
         Agreement.

2.11     The Supplier undertakes to the Vendor for itself and as agent for each
         member of the Vendor Group who are employers of any of the European
         Transferring Employees, in addition to the European Regulations and
         any applicable laws, rules and regulations of the relevant European
         Country and any applicable collective bargaining agreements:

         (a)      that the terms and conditions of employment and other
                  contractual benefits (other than in respect of pensions, to
                  which the provisions of Schedule 8 shall apply) enjoyed by
                  the European Transferring Employees (details of which are set
                  out in the Disclosure Letter) in the period of [***] ([***])
                  months from Completion will be no less favourable than those
                  enjoyed by them prior to Completion (but without prejudice to
                  any improvements to salaries, wages or


                                      50
<PAGE>
                  conditions agreed in accordance with normal review
                  procedures) save where individual European Transferring
                  Employees in their absolute discretion choose to agree to
                  join the Supplier's flexible benefits scheme generally
                  offered to the Supplier's employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the European Transferring Employees which is the same or
                  substantially equivalent to the scheme provided for them
                  prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the European Transferring Employees in the period of
                  [***] months from Completion, to make available or procure
                  that there is available to each European Transferring
                  Employee a package equivalent to that which would have been
                  made available to him had he or she still been an employee of
                  the Vendor Group at the date of that redundancy but which
                  shall be no greater than those ex-gratia severance terms
                  which are set out in the Disclosure Letter.

2.12     Immediately following Completion, the Vendor and the Supplier shall
         send to each of the European Transferring Employees a joint letter in
         agreed terms.

2.13     The Vendor and the Supplier shall respectively consult and keep each
         other fully informed regarding any information they propose to give to
         the European Transferring Employees and their representatives or any
         consultation they have with the European Transferring Employees and
         their representatives regarding the subject matter of this Agreement
         prior to Completion, and each will offer the other the opportunity to
         attend and participate in any meetings prior to Completion at which
         information is given to or there is consultation with European
         Transferring Employees and their representatives.

2.14     Immediately after Completion, the Vendor shall deliver promptly or
         procure the delivery to the Supplier copies of all reasonably
         available personnel and employment records and full particulars of:

         (a)      each European Transferring Employee, including name, ID
                  number, sex, and the date on which continuity of employment
                  began for each European Transferring Employee for statutory
                  purposes;


                                      51
<PAGE>
         (b)      standard terms and conditions of employment of each category
                  of European Transferring Employee;

         (c)      all payments, benefits or changes to terms and conditions of
                  employment promised to any European Transferring Employee;

         (d)      dismissals (other than voluntary redundancies) of those
                  employees primarily engaged in providing the Services
                  effected within the [***] months prior to Completion and
                  disciplinary records (if any) relating to those employees
                  primarily engaged in providing the Services;

         (e)      all agreements or arrangements entered into in relation to
                  the European Transferring Employees between the Vendor or
                  relevant employer and any trade union or association of trade
                  unions or organisation or body of employees including elected
                  representatives; and

         (f)      all strikes or other industrial action (other than
                  insignificant unofficial action) taken by any European
                  Transferring Employee within the [***] ([***]) months prior
                  to Completion.

         This Paragraph shall be subject to compliance with any applicable law
         or regulation. If the provisions of that law or regulation prohibit
         full compliance with this Paragraph then the Vendor shall take all
         such steps as it can lawfully undertake to ensure as full compliance
         as possible with this Paragraph.

3.       LONG TERM SICKNESS

3.1      The Parties acknowledge that individuals who are absent from work at
         Completion by reason of long term sickness as identified in Schedule
         3C (Long Term Sick Employees) are not listed in Schedule 3 (The
         Employees) and will not transfer to the Supplier on Completion
         pursuant to the Regulations or the European Regulations or otherwise.
         If within [***] months of the date of signature of this Agreement such
         an individual returns to work for the Marconi Group Paragraphs 1.6 and
         1.7 of this Schedule shall apply save that:

         (a)      the Supplier is only obliged to use reasonable endeavours to
                  ensure that the terms and conditions of that offer of
                  employment meet the conditions of Paragraph 1.6(b)(i) and
                  (ii); and


                                      52
<PAGE>
         (b)      Paragraph 1.7 shall only apply to the extent that the
                  individual is providing services for the benefit of a member
                  of the Supplier Group.

4.       LEGAL RIGHT TO WORK

4.1      The Parties acknowledge that individuals who are not nationals of the
         country in which they work may have the right to work for the Marconi
         Group but may not be legally permitted to transfer to the Supplier
         Group or may lose the benefit of any current application for residency
         or similar rights. Such individuals are identified in Schedule 3D
         (Non-National Employees) are not listed in Schedule 3 (The Employees)
         and will not transfer to the Supplier on Completion pursuant to the
         Regulations, European Regulations or otherwise. Marconi or the
         relevant employer of the people listed in Schedule 3D shall make those
         people available to the Supplier for the performance of the Services.
         When such individual is granted the necessary status to enable him to
         legally transfer to CSC without loss of legal status Paragraphs 1.6
         and 1.7 of this Schedule shall apply providing that the individual is
         providing services to the Supplier save that the Supplier is only
         obliged to use reasonable endeavours to ensure that the terms and
         conditions of that offer of employment meet the conditions of
         Paragraph 1.6(b)(i) and (ii).]


[FOR INCLUSION IN EU (NOT UK AND IRELAND) TA ONLY:

         DEFINED TERMS

         "APPROVED SUB-CONTRACTOR" has the meaning defined in the Master
         Services Agreement.

         "EUROPEAN REGULATIONS" means, in relation to a European Transferring
         Employee, the regulations implementing the provisions of EC Directive
         No. 77/187 dated 14 February 1977 as amended by EU Directive No. 98/50
         dated 29 June 1998 and as amended by EU Directive No. 2001/23 dated 12
         March 2001 (to the extent that EU Directive No. 2001/23 has been
         implemented) applicable to that European Transferring Employee's terms
         and conditions of employment.

         "EUROPEAN TRANSFERRING EMPLOYEES" means the persons identified in
         Schedule 3 (The Employees) as the European transferring employees.

         "TAX" means and includes all forms of taxation and statutory,
         governmental, supra governmental, state, local governmental or
         municipal impositions, duties, contributions, deductions, withholdings
         and levies whether of the United Kingdom or


                                      53
<PAGE>
         elsewhere whenever imposed and all penalties, charges, costs and
         interest relating to any of them.

1.       EUROPEAN EMPLOYEES

1.1      The Vendor and the Supplier acknowledge that the European Regulations
         shall apply to the European Transferring Employees.

1.2      All salaries and other emoluments of the European Transferring
         Employees shall be discharged and all Tax deductions shall be complied
         with by the Vendor for itself and as agent for any member of the
         Vendor Group who is the employer of the European Transferring
         Employees in respect of all periods up to and including Completion and
         in respect of all share options granted or exercised prior to
         Completion and the salaries, other emoluments and Tax deductions of
         the European Transferring Employees in respect of the period after
         Completion shall be for the account of the Supplier.

1.3      (a)      The Vendor will upon the date two (2) weeks after the date of
                  signature of this Agreement and periodically two (2) weeks
                  thereafter up to Completion promptly notify the Supplier of
                  the following:

                  (i)      subject to Paragraph 1.3 (b) of this Schedule 2, any
                           changes to the list of European Transferring
                           Employees before Completion, in which case their
                           name or names will be deemed to have been deleted
                           from the list in Schedule 3;

                  (ii)     subject to Paragraph 1.3 (b) of this Schedule 2, if
                           any European Transferring Employee ceases to be
                           primarily engaged by the Vendor Group in performing
                           services which are the same or similar to the
                           Services (the "BUSINESS");

                  (iii)    if any European Transferring Employee obtains a
                           right to return to work (whether for reasons
                           connected with maternity leave or absence by reason
                           of illness or incapacity or otherwise);

                  (iv)     if any European Transferring Employee is given
                           notice of termination of his employment (or had his
                           employment terminated without notice);

                  (v)      if any offers of employment are made to any person
                           by the Vendor Group in relation to the Business and
                           if there is any person who has


                                      54
<PAGE>
                           accepted such an offer of employment made by the
                           Vendor Group but whose employment has not yet
                           started;

                  (vi)     if any order that has not been complied with has
                           been made for the reinstatement or re-engagement of
                           any of the European Transferring Employees or any
                           person formerly employed or engaged in the Business;

                  (vii)    if there is any industrial action (other than
                           insignificant unofficial action) or trade dispute
                           (or related proceedings) by any European
                           Transferring Employees affecting the Business; and

                  (viii)   if the Vendor Group becomes engaged or involved in
                           any dispute, claim or legal proceedings (whether
                           arising under contract, common law, statute or in
                           equity) with any of the European Transferring
                           Employees or with any other person employed by the
                           Vendor Group in respect of whom liability is deemed
                           to pass to the Supplier or its Approved
                           Sub-Contractors by virtue of the European
                           Regulations and if the Vendor Group becomes aware of
                           any likelihood of any such dispute, claim or
                           proceedings arising at any time.

         (b)      the Vendor undertakes from the date of signature of this
                  Agreement up to Completion without the prior written consent
                  of the Supplier not to:

                  (i)      add or remove any Key Employee to or from the list
                           of European Transferring Employees; or

                  (ii)     change the names of more than [***] percent ([***]%)
                           of any other persons (not being Key Employees) from
                           the list of European Transferring Employees provided
                           that:

                           (aa)     the aggregate number of European
                                    Transferring Employees will not change;

                           (bb)     any replacement personnel will have skills
                                    and experience which are substantially
                                    similar to those of the employees being
                                    replaced;

                           (cc)     the terms of employment of replacement
                                    personnel will not be materially better
                                    than those of the employees being replaced;


                                      55
<PAGE>
                           (dd)     the severance costs of replacement
                                    personnel will not be materially higher
                                    than those of the employees being replaced,
                                    and

                           (ee)     the Supplier is promptly advised of such
                                    changes; or

                  (iii)    make any material changes to the terms of employment
                           of the European Transferring Employees. After
                           Completion the Vendor shall at Supplier's request
                           and cost make those employees who before Completion
                           were used to perform the services which are the same
                           or similar to the Services and who are working their
                           notice periods, available to Supplier for the
                           provision of the Services until their actual
                           termination dates.

1.4      The Vendor for itself and as agent for each member of the Vendor Group
         who are employers of any of the European Transferring Employees shall
         indemnify the Supplier against:

         (a)      any act or omission or obligation or liability of the Vendor
                  Group, arising out of or relating to the employment of any of
                  the European Transferring Employees or any other employee or
                  former employee of the Vendor Group prior to Completion,
                  unless such act or omission or obligation or liability was
                  caused by or on behalf of the Supplier Group; and

         (b)      against all Loss arising out of any claim by any trade union,
                  works council, staff association, worker representative
                  (whether or not recognised by the Vendor Group) or employee
                  in respect of all or any of the employees working in the
                  provision of the Services, arising out of a failure or
                  alleged failure by the Vendor Group to comply with its legal
                  obligations to consult under any applicable law or
                  regulation.

1.5      The Supplier shall indemnify the Vendor for itself and as agent for
         each member of the Vendor Group who are employers of the European
         Transferring Employees against:

         (a)      any act or omission or obligation or liability of the
                  Supplier before or after Completion arising out of or
                  relating to the employment or termination of employment of
                  any of the European Transferring Employees unless such act or
                  omission or obligation or liability was caused by or on
                  behalf of the Vendor Group; and


                                      56
<PAGE>
         (b)      any substantial changes to the terms of the employment of any
                  of the European Transferring Employees to their detriment
                  which are made, proposed or anticipated to take effect after
                  Completion and any change in the identity of their employer
                  which is a significant change and to their detriment; and

         (c)      any breach by the Supplier of its obligations to inform and
                  consult with trade unions, works councils or employee
                  representatives to the extent required by the European
                  Regulations or national laws.

1.6      If any contract of employment of any European Transferring Employee is
         found or alleged to continue with the Vendor Group after Completion,
         the Supplier agrees that:

         (a)      in consultation with the Vendor, it will within [***]
                  Business Days of being requested by the Vendor make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be:

                  (i)      on terms and conditions which, when taken as a
                           whole, do not materially differ from those for the
                           European Transferring Employees who do transfer to
                           the Supplier on Completion; and

                  (ii)     fully compliant with the undertakings given by the
                           Supplier in Paragraph 1.11.

1.7      As soon as possible after the offer made by the Supplier has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Supplier shall advise the Vendor
         which of those offers have been accepted or rejected. The Vendor shall
         or shall procure that the relevant employer of the European
         Transferring Employee shall waive applicable notice periods for any
         such person who wishes to accept the Supplier's offer of employment.
         If the Supplier's offer of employment is rejected by that person, the
         Vendor shall or shall procure that the relevant employer of the
         European Transferring Employee shall make that person available to the
         Supplier for the performance of the Services for so long as the
         Supplier may request, and shall not terminate, other than for cause or
         where the Supplier no longer requires the service of such employee,
         the employment of the person concerned. The Supplier shall be
         responsible for and shall indemnify the Vendor for itself and as agent
         for the member of the Vendor Group who is the employer of the European
         Transferring Employee


                                      57
<PAGE>
         against all Loss arising directly or indirectly from the employment of
         that European Transferring Employee from Completion of, if later, the
         date on which the relevant employment starts, until the termination of
         that employment unless such Loss was caused by or on behalf of the
         Vendor Group but not compensation for unfair or wrongful dismissal or
         breach of contract or any redundancy pay). The Supplier shall notify
         the Vendor if the Supplier no longer requires the service of such
         employee (a "CESSATION NOTICE") and the Vendor shall commence the
         legal termination process of the employment of the person concerned.
         In such a case the Supplier's indemnity in Paragraph 1.7 shall only
         continue for a maximum [***] month period (or, where there is a longer
         period prescribed by law or by contract or necessary to comply with
         relevant law for commencement and completion of the termination
         process, such longer period) from the date of its Cessation Notice and
         shall not include any period when such employee is providing services
         for the benefit of a member of the Vendor Group (other than the
         Services).

1.8      If any contract of employment of any person other than a European
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***] Business
                  Days of being requested by the Supplier to make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be on terms and conditions
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.

1.9      As soon as possible after the offer made by the Vendor has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Vendor shall advise the Supplier
         which of those offers have been accepted or rejected. The Supplier
         shall or shall procure that the relevant employers of such employees
         shall waive applicable notice periods for any such person who wishes
         to accept the Vendor's offer of employment. If the Vendor's offer of
         employment is rejected by that person, the Supplier shall or shall
         procure that the relevant employer of such person shall commence the
         legal termination process of the employment of the person concerned
         and the Vendor shall be responsible for and indemnify the Supplier
         against all Loss arising directly or indirectly from (i) the
         employment of that person from Completion


                                      58
<PAGE>
         or, if later, the date on which the relevant employment starts until
         the termination of that employment and (ii) that termination
         (including any redundancy pay (which shall consist of a redundancy
         package equivalent to that which would have been made available to him
         or her immediately prior to Completion (which shall be no greater than
         those ex-gratia severance terms which are set out in the Disclosure
         Letter)) but not compensation for unfair or wrongful dismissal or
         breach of contract). Provided that the Supplier should not be required
         to commence the termination of employment process where any such
         termination would, in the reasonable opinion of the Supplier, be
         likely to give rise to an award of compensation to the employee in
         addition to redundancy pay or a payment in lieu of notice. The
         Vendor's indemnity in Paragraph 1.9(i) shall only continue for a
         maximum [***] month period (or, where there is a longer period
         prescribed by law or by contract or necessary to comply with relevant
         law for the commencement and completion of the termination process,
         such longer period) from Completion or, if later, the date on which
         the relevant employment starts and shall not include any period when
         such employee is providing services for the benefit of a member of the
         Supplier Group (other than the Services).

1.10     The Vendor and the Supplier shall give each other such assistance as
         either may reasonably require to comply with the European Regulations
         in relation to any such employee of a member of the Vendor Group whose
         contract of employment is found or alleged to transfer to any member
         of the Supplier Group and in contesting any claim by any such person
         at or before Completion resulting from or in connection with this
         Agreement.

1.11     The Supplier undertakes to the Vendor for itself and as agent for each
         member of the Vendor Group who are employers of any of the European
         Transferring Employees, in addition to the European Regulations and
         any applicable laws, rules and regulations of the relevant European
         Country and any applicable collective bargaining agreements:

         (a)      that the terms and conditions of employment and other
                  contractual benefits (other than in respect of pensions, to
                  which the provisions of Schedule 8 shall apply) enjoyed by
                  the European Transferring Employees (details of which are set
                  out in the Disclosure Letter) in the period of [***] months
                  from Completion will be no less favourable than those enjoyed
                  by them prior to Completion (but without prejudice to any
                  improvements to salaries, wages or conditions agreed in
                  accordance with normal review procedures) save where
                  individual European Transferring Employees in their absolute
                  discretion


                                      59
<PAGE>
                  choose to agree to join the Supplier's flexible benefits
                  scheme generally offered to the Supplier's employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the European Transferring Employees which is the same or
                  substantially equivalent to the scheme provided for them
                  prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the European Transferring Employees in the period of
                  [***] months from Completion, to make available or procure
                  that there is available to each European Transferring
                  Employee a package equivalent to that which would have been
                  made available to him had he or she still been an employee of
                  the Vendor Group at the date of that redundancy but which
                  shall be no greater than those ex-gratia severance terms
                  which are set out in the Disclosure Letter.

1.12     Immediately following Completion, the Vendor and the Supplier shall
         send to each of the European Transferring Employees a joint letter in
         agreed terms.

1.13     The Vendor and the Supplier shall respectively consult and keep each
         other fully informed regarding any information they propose to give to
         the European Transferring Employees and their representatives or any
         consultation they have with the European Transferring Employees and
         their representatives regarding the subject matter of this Agreement
         prior to Completion, and each will offer the other the opportunity to
         attend and participate in any meetings prior to Completion at which
         information is given to or there is consultation with European
         Transferring Employees and their representatives.

1.14     Immediately after Completion, the Vendor shall deliver promptly or
         procure the delivery to the Supplier copies of all reasonably
         available personnel and employment records and full particulars of:

         (a)      each European Transferring Employee, including name, ID
                  number, sex, and the date on which continuity of employment
                  began for each European Transferring Employee for statutory
                  purposes;

         (b)      standard terms and conditions of employment of each category
                  of European Transferring Employee;

         (c)      all payments, benefits or changes to terms and conditions of
                  employment promised to any European Transferring Employee;


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<PAGE>
         (d)      dismissals (other than voluntary redundancies) of those
                  employees primarily engaged in providing the Services
                  effected within the [***] months prior to Completion and
                  disciplinary records (if any) relating to those employees
                  primarily engaged in providing the Services;

         (e)      all agreements or arrangements entered into in relation to
                  the European Transferring Employees between the Vendor or
                  relevant employer and any trade union or association of trade
                  unions or organisation or body of employees including elected
                  representatives; and

         (f)      all strikes or other industrial action (other than
                  insignificant unofficial action) taken by any European
                  Transferring Employee within the [***] months prior to
                  Completion.

         This Paragraph shall be subject to compliance with any applicable law
         or regulation. If the provisions of that law or regulation prohibit
         full compliance with this Paragraph then the Vendor shall take all
         such steps as it can lawfully undertake to ensure as full compliance
         as possible with this Paragraph.

2.       LONG TERM SICKNESS

2.1      The Parties acknowledge that individuals who are absent from work at
         Completion by reason of long term sickness as identified in Schedule
         3C (Long Term Sick Employees) are not listed in Schedule 3 (The
         Employees) and will not transfer to the Supplier on Completion
         pursuant to the European Regulations or otherwise. If within [***]
         months of the date of signature of this Agreement such an individual
         returns to work for the Marconi Group Paragraphs 1.6 and 1.7 of this
         Schedule shall apply save that:

         (a)      the Supplier is only obliged to use reasonable endeavours to
                  ensure that the terms and conditions of that offer of
                  employment meet the conditions of Paragraph 1.6(b)(i) and
                  (ii); and

         (b)      Paragraph 1.7 shall only apply to the extent that the
                  individual is providing services for the benefit of a member
                  of the Supplier Group.


                                      61
<PAGE>
3.       LEGAL RIGHT TO WORK

3.1      The Parties acknowledge that individuals who are not nationals of the
         country in which they work may have the right to work for the Marconi
         Group but may not be legally permitted to transfer to the Supplier
         Group or may lose the benefit of any current application for residency
         or similar rights. Such individuals are identified in Schedule 3D
         (Non-National Employees) are not listed in Schedule 3 (The Employees)
         and will not transfer to the Supplier on Completion pursuant to the
         European Regulations or otherwise. Marconi or the relevant employer of
         the people listed in Schedule 3D shall make those people available to
         the Supplier for the performance of the Services. When such individual
         is granted the necessary status to enable him to legally transfer to
         CSC without loss of legal status Paragraphs 1.6 and 1.7 of this
         Schedule shall apply providing that the individual is providing
         services to the Supplier save that the Supplier is only obliged to use
         reasonable endeavours to ensure that the terms and conditions of that
         offer of employment meet the conditions of Paragraph 1.6(b)(i) and
         (ii).]

[FOR INCLUSION IN NON EU TA ONLY:

         DEFINED TERMS

         "APPROVED SUB-CONTRACTOR" has the meaning defined in the Master
         Services Agreement.

         "NON-EUROPEAN TRANSFERRING EMPLOYEES" means the persons identified in
         Schedule 3 (The Employees) as the Non-European transferring employees.

1.       NON-EUROPEAN EMPLOYEES

1.1      In sufficient time to allow proper contractual or statutory notice of
         termination of employment to be given by the Vendor or the employer of
         any of the Non-European Transferring Employees and such notice to have
         expired on or before Completion or in such timescale as the Parties
         may agree but in any event prior to Completion, the Supplier shall
         make an offer to each Non-European Transferring Employee (other than
         those under notice of termination of employment (for reasons not
         connected with the transfer of the Services) at the time the Supplier
         makes its offer) to employ him or her under a new employment
         relationship to commence immediately after Completion. The offer to be
         made will be conditional upon Completion occurring and such that:


                                      62
<PAGE>
         (a)      the provisions of the new employment relationship as to the
                  capacity and place in which the person will be employed and
                  as to the other terms and conditions of his employment, will,
                  when considered overall, be no less favourable than the
                  corresponding provisions of his or her employment
                  relationship as existing immediately prior to Completion,
                  save as to the identity of the employer ; and

         (b)      it complies with the undertakings given by the Supplier in
                  Paragraph 1.3.

1.2      If the Non-European Transferring Employee wishes to accept the offer
         then the Vendor shall or shall procure that the relevant member of the
         Vendor Group who is the employer of the Non-European Transferring
         Employee shall waive the requirement on the Non-European Transferring
         Employee concerned to give any period of notice of termination of his
         or her employment under the terms of his or her employment so as to
         allow the employee to commence employment with the Supplier at
         Completion.

1.3      The Supplier hereby undertakes to the Vendor for itself and as agent
         for the employer of the Non-European Transferring Employees, in
         addition to any applicable laws, rules or regulations or agreements:

         (a)      that the terms and conditions of employment and other
                  benefits (other than in respect of pensions (to which the
                  provisions of Schedule 8 shall apply) enjoyed by the
                  Non-European Transferring Employees (details of which are set
                  out in the Disclosure Letter) in the period of [***] months
                  from Completion will, be no less favourable than those
                  enjoyed by them prior to Completion (but without prejudice to
                  any improvements to salaries, wages or conditions agreed in
                  accordance with the Supplier's normal review procedures) save
                  where individual Non-European Transferring Employees in their
                  absolute discretion choose to agree to join the Supplier's
                  flexible benefits scheme generally offered to the Supplier's
                  employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the Non-European Transferring Employees which is the same
                  or substantially equivalent to the scheme provided for them
                  prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the Non-European Transferring Employees or terminating
                  any of the Non-European Transferring Employees' employment
                  relationships without good cause in the period of [***]
                  months from Completion, to make available or procure that


                                      63
<PAGE>
                  there is available to each Non-European Transferring Employee
                  a package which is equivalent to that which would have been
                  made available to him or her had he or she still been an
                  employee of the relevant member of the Vendor Group at the
                  date of such redundancy or termination without good cause
                  which shall be no greater than those ex-gratia severance
                  terms which are set out in the Disclosure Letter.

1.4      The Vendor or the relevant member of the Vendor Group and the Supplier
         shall where required by the relevant local law or custom inform and
         consult with recognised trade unions or employee representatives about
         this Agreement and/or about the offers of employment to be made
         pursuant to this Paragraph 1 and/or shall fulfil any obligations to
         notify any statutory or other authority whatsoever about this
         Agreement.

1.5      The Vendor for itself and as agent for the relevant member of the
         Vendor Group who is the employer of any of the Non-European
         Transferring Employees and the Supplier shall indemnify each other
         against any Loss they may incur as a result of their respective
         failures to consult and/or notify in accordance with Paragraph 1.4.

1.6      The Vendor shall be responsible for and shall fully indemnify and keep
         indemnified the Supplier from and against all and any Loss arising,
         directly or indirectly, from any act or omission or obligation or
         liability of the Vendor or the relevant member of the Vendor Group in
         relation to the Non-European Transferring Employees prior to
         Completion, except those which are an act or omission or obligation or
         liability of any member of the Supplier Group.

1.7      If any employment relationship of any person other than a Non-European
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***] Business
                  Days of being requested by the Supplier make to that person
                  an offer in writing to employ him or her under a new
                  employment relationship to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be on terms and conditions
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.


                                      64
<PAGE>
1.8      As soon as possible after the offer made by the Vendor or the relevant
         member of the Vendor Group has been accepted or rejected by that
         person, and in any event no later than the expiry of [***] Business
         Days after an offer has been made in accordance with Paragraph 1.7,
         the Vendor shall advise the Supplier which of those offers have been
         accepted or rejected. The Supplier shall or shall procure that the
         relevant employers of such employees shall waive applicable notice
         periods for any such person who wishes to accept the Vendor's offer of
         employment. If the Vendor's offer of employment is rejected by that
         person, the Supplier shall or shall procure that the relevant employer
         of such person shall commence the legal termination process of the
         employment of the person concerned and the Vendor shall be responsible
         for and indemnify the Supplier against all Loss arising directly or
         indirectly from (i) the employment of that person from Completion or,
         if later, the date on which the relevant employment starts until the
         termination of that employment and (ii) that termination (including
         any redundancy pay (which shall consist of a redundancy package
         equivalent to that which would have been made available to him or her
         immediately prior to Completion (which shall be no greater than those
         ex-gratia severance terms which are set out in the Disclosure Letter))
         but not compensation for unfair or wrongful dismissal or breach of
         contract). Provided that the Supplier should not be required to
         commence the termination of employment process where any such
         termination would, in the reasonable opinion of the Supplier, be
         likely to give rise to an award of compensation to the employee in
         addition to redundancy pay or a payment in lieu of notice. The
         Vendor's indemnity in Paragraph 1.8(i) shall only continue for a
         maximum [***] month period (or, where there is a longer period
         prescribed by law or by contract or necessary to comply with relevant
         law for the commencement and completion of the termination process,
         such longer period) from Completion of, if later, the date on which
         the relevant employment starts, and shall not include any period when
         such employee is providing services for the benefit of a member of the
         Supplier Group (other than the Services).

1.9      The Supplier shall be responsible for and shall fully indemnify and
         keep indemnified the Vendor and each member of the Vendor Group from
         and against all and any Loss which may be incurred by or made against
         the Vendor or any member of the Vendor Group by or on behalf of or in
         connection with any of the Non-European Transferring Employees and
         arising directly or indirectly from any act or omission or obligation
         or liability of the Supplier or any member of the Supplier Group after
         Completion in relation to the Non-European Transferring Employees
         unless such act or omission or obligation or liability was caused by
         or on behalf of the Vendor or Vendor Group.


                                      65
<PAGE>
2.       LONG TERM SICKNESS

2.1      The Parties acknowledge that individuals who are absent from work at
         Completion by reason of long term sickness as identified in Schedule
         3C (Long Term Sick Employees) are not listed in Schedule 3 (The
         Employees) and will not transfer to the Supplier on Completion. If
         within [***] months of the date of signature of this Agreement such an
         individual returns to work for the Vendor Group Paragraphs 1.7 and 1.8
         of this Schedule shall apply (and references to Vendor shall be deemed
         to be references to Supplier and vice versa) save that:

         (a)      the Supplier is only obliged to use reasonable endeavours to
                  ensure that the terms and conditions of that offer of
                  employment meet the conditions of Paragraph 1.7(b); and

         (b)      Paragraph 1.8(ii) shall not apply; and

         (c)      Paragraph 1.8(i) shall only apply to the extent that the
                  individual is providing services for the benefit of a member
                  of the Supplier Group.

3.       LEGAL RIGHT TO WORK

3.1      The Parties acknowledge that individuals who are not nationals of the
         country in which they work may have the right to work for the Vendor
         Group but may not be legally permitted to transfer to the Supplier
         Group or may lose the benefit of any current application for residency
         or similar rights. Such individuals are identified in Schedule 3D
         (Non-National Employees) are not listed in Schedule 3 (The Employees)
         and will not transfer to the Supplier on Completion pursuant to the
         Regulations, European Regulations, South African Law or otherwise. The
         Vendor or the relevant employer of the people listed in Schedule 3D
         shall make those people available to the Supplier for the performance
         of the Services. When such individual is granted the necessary status
         to enable him to legally transfer to CSC without loss of legal status
         Paragraphs 1.7 and 1.8 of this Schedule shall apply (and references to
         Vendor shall be deemed to be references to Supplier and vice versa)
         providing that the individual is providing services to the Supplier
         save that the Supplier is only obliged to use reasonable endeavours to
         ensure that the terms and conditions of that offer of employment meet
         the conditions of Paragraph 1.7(b).]


                                      66
<PAGE>
[FOR INCLUSION IN SOUTH AFRICAN TA ONLY:

         DEFINED TERMS

         "APPROVED SUB-CONTRACTOR" has the meaning defined in the Master
         Services Agreement.

         "SOUTH AFRICAN LAW" means, in relation to a South African Transferring
         Employee, the South African Labour Relations Act 1995 (as amended) and
         any other applicable national laws, rules or regulations governing the
         transfer of a business as a going concern.

         "SOUTH AFRICAN TRANSFERRING EMPLOYEES" means the persons identified in
         Schedule 3 (The Employees) as the South African transferring
         employees.

         "TAX" means and includes all forms of taxation and statutory,
         governmental, supra governmental, state, local governmental or
         municipal impositions, duties, contributions, deductions, withholdings
         and levies whether of the United Kingdom or elsewhere whenever imposed
         and all penalties, charges, costs and interest relating to any of
         them.

1.       SOUTH AFRICAN EMPLOYEES

1.1      The Vendor and the Supplier acknowledge and agree that South African
         Law shall apply to the South African Transferring Employees.

1.2      All salaries and other emoluments of the South African Transferring
         Employees shall be discharged and Tax deductions shall be complied
         with by the Vendor for itself and as agent for any member of the
         Vendor Group who are the employers of the South African Transferring
         Employees in respect of all periods up to and including Completion and
         in respect of all share options granted or exercised prior to
         Completion and the salaries, other emoluments and Tax deductions of
         the South African Transferring Employees in respect of the period
         after Completion shall be for the account of the Supplier.

1.3      (a)      The Vendor will upon the date two (2) weeks after the date of
                  signature of this Agreement and periodically two (2) weeks
                  thereafter up to Completion promptly notify the Supplier of
                  the following:

                  (i)      subject to Paragraph 1.3(b) of this Schedule 2, any
                           changes to the list of South African Transferring
                           Employees before Completion, in which


                                      67
<PAGE>
                           case their name or names will be deemed to have been
                           deleted from the list in Schedule 3 (The Employees);

                  (ii)     subject to Paragraph 1.3(b) of this Schedule 2, if
                           any South African Transferring Employee ceases to be
                           primarily engaged by the Vendor Group in performing
                           services which are the same or similar to the
                           Services (the "BUSINESS");

                  (iii)    if any South African Transferring Employee obtains a
                           right to return to work (whether for reasons
                           connected with maternity leave or absence by reason
                           of illness or incapacity or otherwise);

                  (iv)     if any South African Transferring Employee is given
                           notice of termination of his employment (or had his
                           employment terminated without notice);

                  (v)      if any offers of employment are made to any person
                           by the Vendor Group in relation to the Business and
                           if there is any person who has accepted such an
                           offer of employment made by the Vendor Group but
                           whose employment has not yet started;

                  (vi)     if any order that has not been complied with has
                           been made for the reinstatement or re-engagement of
                           any of the South African Transferring Employees or
                           any person formerly employed or engaged in the
                           Business;

                  (vii)    if there is any industrial action (other than
                           insignificant unofficial action) or trade dispute
                           (or related proceedings) by any South African
                           Transferring Employees affecting the Business; and

                  (viii)   if the Vendor Group becomes engaged or involved in
                           any dispute, claim or legal proceedings (whether
                           arising under contract, common law, statute or in
                           equity) with any of the South African Transferring
                           Employees or with any other person employed by the
                           Vendor Group in respect of whom liability is deemed
                           to pass to the Supplier or its Approved
                           Sub-Contractors by virtue of South African Law and
                           if the Vendor Group becomes aware of any likelihood
                           of any such dispute, claim or proceedings arising at
                           any time.

         (b)      The Vendor undertakes from the date of signature of this
                  Agreement up to Completion without the prior written consent
                  of the Supplier not to:


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<PAGE>
                  (i)      add or remove any Key Employee to or from the list
                           of South African Transferring Employees; or

                  (ii)     change the names of more than [***] percent ([***]%)
                           of any other persons (not being Key Employees) from
                           the list of South African Transferring Employees
                           provided that:

                           (aa)     the aggregate number of South African
                                    Transferring Employees will not change;

                           (bb)     any replacement personnel will have skills
                                    and experience which are substantially
                                    similar to those of the employees being
                                    replaced;

                           (cc)     the terms of employment of replacement
                                    personnel will not be materially better
                                    than those of the employees being replaced;

                           (dd)     the severance costs of replacement
                                    personnel will not be materially higher
                                    than those of the employees being replaced;
                                    and

                           (ee)     the Supplier is promptly advised of such
                                    changes; or

                  (iii)    make any material changes to the terms of employment
                           of the South African Transferring Employees. After
                           Completion the Vendor shall at Supplier's request
                           and cost make those employees who before Completion
                           were used to perform the services which are the same
                           or similar to the Services and who are working their
                           notice periods, available to Supplier for the
                           provision of the Services until their actual
                           termination dates.

1.4      The Vendor for itself and as agent for each member of the Vendor Group
         who are employers of any of the South African Transferring Employees
         shall indemnify the Supplier against:

         (a)      any act or omission or obligation or liability of the Vendor
                  Group, arising out of or relating to the employment of any of
                  the South African Transferring Employees or any other
                  employee or former employee of the Vendor Group prior to
                  Completion, unless such act or omission or obligation or
                  liability was caused by or on behalf of the Supplier Group;
                  and

         (b)      against all Loss arising out of any claim by any trade union,
                  works council, staff association, worker representative
                  (whether or not recognised by the Vendor or the Vendor Group)
                  or employee in respect of all or any of the employees working
                  in the provision of the Services, arising out of a failure or


                                      69
<PAGE>
                  alleged failure by the Vendor or the Vendor Group to comply
                  with its legal obligations to consult under any applicable
                  law or regulation.

1.5      The Supplier shall indemnify the Vendor for itself and as agent for
         each member of the Vendor Group who are employers of any of the South
         African Transferring Employees against:

         (a)      any act or omission or obligation or liability of the
                  Supplier before or after Completion arising out of or
                  relating to the employment or termination of employment of
                  any of the South African Transferring Employees unless such
                  act or omission or obligation or liability was caused by or
                  on behalf of the Vendor Group; and

         (b)      any substantial changes to the terms of the employment of any
                  of the South African Transferring Employees to their
                  detriment which are made, proposed or anticipated to take
                  effect after Completion and any change in the identity of
                  their employer which is a significant change and to their
                  detriment.

1.6      If any contract of employment of any South African Transferring
         Employee is found or alleged to continue with the Vendor Group after
         Completion, the Supplier agrees that:

         (a)      in consultation with the Vendor, it will within [***]
                  Business Days of being requested by the Vendor make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be:

                  (i)      on terms and conditions which, when taken as a
                           whole, do not materially differ from those for the
                           South African Transferring Employees who do transfer
                           to the Supplier on Completion; and

                  (ii)     fully compliant with the undertakings given by the
                           Supplier in Paragraph 1.11.

1.7      As soon as possible after the offer made by the Supplier has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Supplier shall advise the Vendor
         which of those offers have been accepted or rejected. The Vendor shall
         or shall procure that the relevant employer of the South African
         Transferring Employee shall waive applicable notice periods for any
         such person who wishes to accept the Supplier's offer of employment.
         If the Supplier's offer of employment is rejected by that person, the
         Vendor shall or shall procure that the relevant employer of the South
         African Transferring Employee


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<PAGE>
         shall make that person available to the Supplier for the performance
         of the Services for so long as the Supplier may request, and shall not
         terminate, other than for cause or where the Supplier no longer
         requires the service of such employee, the employment of the person
         concerned. The Supplier shall be responsible for and shall indemnify
         the Vendor for itself and as agent for the member of the Vendor Group
         who is the employer of the South African Transferring Employee against
         all Loss arising directly or indirectly from the employment of that
         South African Transferring Employee from Completion of, if later, the
         date on which the relevant employment starts until the termination of
         that employment unless such Loss was caused by or on behalf of the
         Vendor Group but not compensation for unfair or wrongful dismissal or
         breach of contract or any redundancy pay). The Supplier shall notify
         the Vendor if the Supplier no longer requires the service of such
         employee (a "CESSATION NOTICE") and the Vendor shall commence the
         legal termination process of the employment of the person concerned.
         In such a case the Supplier's indemnity in Paragraph 1.7 shall only
         continue for a maximum [***] month period (or, where there is a longer
         period prescribed by law or by contract or necessary to comply with
         relevant law for the commencement and completion of the termination
         process, such longer period) from the date of its Cessation Notice and
         shall not include any period when such employee is providing services
         for the benefit of a member of the Vendor Group (other than the
         Services).

1.8      If any contract of employment of any person other than a South African
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***] Business
                  Days of being requested by the Supplier to make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be on terms and condition
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.

1.9      As soon as possible after the offer made by the Vendor has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after


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<PAGE>
         an offer has been made in accordance with Paragraph 1.6, the Vendor
         shall advise the Supplier which of those offers have been accepted or
         rejected. The Supplier shall or shall procure that the relevant
         employers of such employees shall waive applicable notice periods for
         any such person who wishes to accept the Vendor's offer of employment.
         If the Vendor's offer of employment is rejected by that person, the
         Supplier shall or shall procure that the relevant employer of such
         person shall commence the legal termination process of the employment
         of the person concerned and the Vendor shall be responsible for and
         indemnify the Supplier against all Loss arising directly or indirectly
         from (i) the employment of that person from Completion or, if later
         the date on which the relevant employment starts, until the
         termination of that employment and (ii) that termination (including
         any redundancy pay (which shall consist of a redundancy package
         equivalent to that which would have been made available to him or her
         immediately prior to Completion (which shall be no greater than those
         ex-gratia severance terms which are set out in the Disclosure Letter))
         but not compensation for unfair or wrongful dismissal or breach of
         contract). Provided that the Supplier should not be required to
         commence the termination of employment process where any such
         termination would, in the reasonable opinion of the Supplier, be
         likely to give rise to an award of compensation to the employee in
         addition to redundancy pay or a payment in lieu of notice. The
         Vendor's indemnity in Paragraph 1.9(i) shall only continue for a
         maximum [***] month period (or, where there is a longer period
         prescribed by law or by contract or necessary to comply with relevant
         law for the commencement and completion of the termination process,
         such longer period) from Completion or, if later, the date on which
         the relevant employment starts and shall not include any period when
         such employee is providing services for the benefit of a member of the
         Supplier Group (other than the Services).

1.10     The Vendor and the Supplier shall give each other such assistance as
         either may reasonably require to comply with South African Law in
         relation to any such employee of a member of the Vendor Group whose
         contract of employment is found or alleged to transfer to any member
         of the Supplier Group and in contesting any claim by any such person
         at or before Completion resulting from or in connection with this
         Agreement.

1.11     The Supplier undertakes to the Vendor for itself and as agent for each
         member of the Vendor Group who are the employers of any of the South
         African Transferring Employees, in addition to any relevant South
         African Law, rules or regulations and any applicable collective
         bargaining agreements:


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<PAGE>
         (a)      that the terms and conditions of employment and other
                  contractual benefits (other than in respect of pensions, to
                  which the provisions of Schedule 8 shall apply) enjoyed by
                  the South African Transferring Employees (details of which
                  are set out in the Disclosure Letter) in the period of [***]
                  months from Completion will be no less favourable than those
                  enjoyed by them prior to Completion (but without prejudice to
                  any improvements to salaries, wages or conditions agreed in
                  accordance with normal review procedures) save where
                  individual South African Transferring Employees in their
                  absolute discretion choose to agree to join the Supplier's
                  flexible benefits scheme generally offered to the Supplier's
                  employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the South African Transferring Employees which is the
                  same or substantially equivalent to the scheme provided for
                  them prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the South African Transferring Employees in the period
                  of [***] months from Completion, to make available or procure
                  that there is available to each South African Transferring
                  Employee a package equivalent to that which would have been
                  made available to him had he or she still been an employee of
                  the Vendor Group at the date of that redundancy but which
                  shall be no greater than those ex-gratia severance terms
                  which are set out in the Disclosure Letter.

1.12     Immediately following Completion, the Vendor and the Supplier shall
         send to each of the South African Transferring Employees a joint
         letter in agreed terms.

1.13     The Vendor and the Supplier shall respectively consult and keep each
         other fully informed regarding any information they propose to give to
         the South African Transferring Employees and their representatives or
         any consultation they have with the South African Transferring
         Employees and their representatives regarding the subject matter of
         this Agreement prior to Completion, and each will offer the other the
         opportunity to attend and participate in any meetings prior to
         Completion at which information is given to or there is consultation
         with South African Transferring Employees and their representatives.

1.14     Immediately after Completion, the Vendor shall deliver promptly or
         procure the delivery to the Supplier copies of all reasonably
         available personnel and employment records and full particulars of:


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<PAGE>
         (a)      each South African Transferring Employee, including name, ID
                  number, sex, and the date on which continuity of employment
                  began for each South African Transferring Employee for
                  statutory purposes;

         (b)      standard terms and conditions of employment of each category
                  of South African Transferring Employee;

         (c)      all payments, benefits or changes to terms and conditions of
                  employment promised to any South African Transferring
                  Employee;

         (d)      dismissals (other than voluntary redundancies) of those
                  employees primarily engaged in providing the Services
                  effected within the [***] months prior to Completion and
                  disciplinary records (if any) relating to those employees
                  primarily engaged in providing the Services;

         (e)      all agreements or arrangements entered into in relation to
                  the South African Transferring Employees between the Vendor
                  or relevant employer and any trade union or association of
                  trade unions or organisation or body of employees including
                  elected representatives; and

         (f)      all strikes or other industrial action (other than
                  insignificant unofficial action) taken by any South African
                  Transferring Employee within the [***] months prior to
                  Completion.

         This Paragraph shall be subject to compliance with any applicable law
         or regulation. If the provisions of that law or regulation prohibit
         full compliance with this Paragraph then the Vendor shall take all
         such steps as it can lawfully undertake to ensure as full compliance
         as possible with this Paragraph.

2.       LONG TERM SICKNESS

2.1      The Parties acknowledge that individuals who are absent from work at
         Completion by reason of long term sickness as identified in Schedule
         3C (Long Term Sick Employees) are not listed in Schedule 3 (The
         Employees) and will not transfer to the Supplier on Completion
         pursuant to South African Law or otherwise. If within [***] months of
         the date of signature of this Agreement such an individual returns to
         work for the Vendor Group Paragraphs 1.6 and 1.7 of this Schedule
         shall apply save that:

         (a)      the Supplier is only obliged to use reasonable endeavours to
                  ensure that the terms and conditions of that offer of
                  employment meet the conditions of Paragraph 1.6(b)(i) and
                  (ii); and


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<PAGE>
         (b)      Paragraph 1.7 shall only apply to the extent that the
                  individual is providing services for the benefit of a member
                  of the Supplier Group.

3.       LEGAL RIGHT TO WORK

3.1      The Parties acknowledge that individuals who are not nationals of the
         country in which they work may have the right to work for the Vendor
         Group but may not be legally permitted to transfer to the Supplier
         Group or may lose the benefit of any current application for residency
         or similar rights. Such individuals are identified in Schedule 3D
         (Non-National Employees) are not listed in Schedule 3 (The Employees)
         and will not transfer to the Supplier on Completion pursuant to South
         African Law or otherwise. The Vendor or the relevant employer of the
         people listed in Schedule 3D shall make those people available to the
         Supplier for the performance of the Services. When such individual is
         granted the necessary status to enable him to legally transfer to CSC
         without loss of legal status Paragraphs 1.6 and 1.7 of this Schedule
         shall apply providing that the individual is providing services to the
         Supplier save that the Supplier is only obliged to use reasonable
         endeavours to ensure that the terms and conditions of that offer of
         employment meet the conditions of Paragraph 1.6(b)(i) and (ii).]

[FOR INCLUSION IN MEXICAN TA ONLY:

0.       DEFINED TERMS

         "APPROVED SUB-CONTRACTOR" has the meaning defined in the Master
         Services Agreement.

         "MEXICAN REGULATIONS" means the Mexican Federal Labor Law and its
         regulations, the Mexican Social Security Law and its regulations, the
         Federal Housing Law and its regulations applicable to that Mexican
         Transferring Employee's terms and conditions of employment.

         "MEXICAN TRANSFERRING EMPLOYEES" means the persons identified in
         Schedule 3 (The Employees) as the Mexican transferring employees.

         "TAX" means and includes all forms of taxation and statutory,
         governmental, supra governmental, state, local governmental or
         municipal impositions, duties, contributions, deductions, withholdings
         and levies whether of the Mexican Republic or elsewhere whenever
         imposed and all penalties, charges, costs and interest relating to any
         of them.


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<PAGE>
1.       MEXICAN EMPLOYEES

1.1      The Vendor and the Supplier acknowledge that the Mexican Regulations
         shall apply to the Mexican Transferring Employees.

1.2      All salaries and other emoluments of the Mexican Transferring
         Employees shall be discharged and all Tax deductions shall be complied
         with by the Vendor for itself and as agent for any member of the
         Vendor Group who is the employer of the Mexican Transferring Employees
         in respect of all periods up to and including Completion and in
         respect of all share options granted or exercised prior to Completion
         and the salaries, other emoluments and Tax deductions of the Mexican
         Transferring Employees in respect of the period after Completion shall
         be for the account of the Supplier.

1.3      (a)      The Vendor will upon the date two (2) weeks after the date of
                  signature of this Agreement and periodically two (2) weeks
                  thereafter up to Completion promptly notify the Supplier of
                  the following:

                  (i)      subject to Paragraph 1.3 (b) of this Schedule 2, any
                           changes to the list of Mexican Transferring
                           Employees before Completion, in which case their
                           name or names will be deemed to have been deleted
                           from the list in Schedule 3;

                  (ii)     subject to Paragraph 1.3 (b) of this Schedule 2, if
                           any Mexican Transferring Employee ceases to be
                           primarily engaged by the Vendor Group in performing
                           services which are the same or similar to the
                           Services (the "BUSINESS");

                  (iii)    if any Mexican Transferring Employee obtains a right
                           to return to work (whether for reasons connected
                           with maternity leave or absence by reason of illness
                           or incapacity or otherwise);

                  (iv)     if any Mexican Transferring Employee is given notice
                           of termination of his employment (or had his
                           employment terminated without notice);

                  (v)      if any offers of employment are made to any person
                           by the Vendor Group in relation to the Business and
                           if there is any person who has accepted such an
                           offer of employment made by the Vendor Group but
                           whose employment has not yet started;


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<PAGE>
                  (vi)     if any order that has not been complied with has
                           been made for the reinstatement or re-engagement of
                           any of the Mexican Transferring Employees or any
                           person formerly employed or engaged in the Business;

                  (vii)    if there is any industrial action (other than
                           insignificant unofficial action) or trade dispute
                           (or related proceedings) by any Mexican Transferring
                           Employees affecting the Business; and

                  (viii)   if the Vendor Group becomes engaged or involved in
                           any dispute, claim or legal proceedings (whether
                           arising under contract, or statute) with any of the
                           Mexican Transferring Employees or with any other
                           person employed by the Vendor Group in respect of
                           whom liability is deemed to pass to the Supplier or
                           its Approved Sub-Contractors by virtue of the
                           Mexican Regulations and if the Vendor Group becomes
                           aware of any likelihood of any such dispute, claim
                           or proceedings arising at any time.

         (b)      the Vendor undertakes from the date of signature of this
                  Agreement up to Completion without the prior written consent
                  of the Supplier not to:

                  (i)      add or remove any Key Employee to or from the list
                           of Mexican Transferring Employees; or

                  (ii)     change the names of more than [***] percent ([***]%)
                           of any other persons (not being Key Employees) from
                           the list of Mexican Transferring Employees provided
                           that:

                           (aa)     the aggregate number of Mexican
                                    Transferring Employees will not change;

                           (bb)     any replacement personnel will have skills
                                    and experience which are substantially
                                    similar to those of the employees being
                                    replaced;

                           (cc)     the terms of employment of replacement
                                    personnel will not be materially better
                                    than those of the employees being replaced;

                           (dd)     the severance costs of replacement
                                    personnel will not be materially higher
                                    than those of the employees being replaced,
                                    and


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<PAGE>
                           (ee)     the Supplier is promptly advised of such
                                    changes; or

                  (iii)    make any material changes to the terms of employment
                           of the Mexican Transferring Employees. After
                           Completion the Vendor shall at Supplier's request
                           and cost make those employees who before Completion
                           were used to perform the services which are the same
                           or similar to the Services and who are working their
                           notice periods, available to Supplier for the
                           provision of the Services until their actual
                           termination dates, being such employees, at all
                           times after Completion, under the direction and
                           control of the Supplier as the sole responsible of
                           their employment relationships.

1.4      The Vendor for itself and as agent for each member of the Vendor Group
         who are employers of any of the Mexican Transferring Employees shall
         indemnify the Supplier against:

         (a)      any act or omission or obligation or liability of the Vendor
                  Group, arising out of or relating to the employment of any of
                  the Mexican Transferring Employees prior to Completion,
                  unless such act or omission or obligation or liability was
                  caused by or on behalf of the Supplier Group and for a period
                  of [***] ([***]months) as from Completion; and

         (b)      against all Loss arising out of any claim by any trade union,
                  works council, staff association, worker representative
                  (whether or not recognised by the Vendor Group) or employee
                  in respect of all or any of the employees working in the
                  provision of the Services, arising out of a failure or
                  alleged failure by the Vendor Group to comply with its legal
                  obligations to consult under any applicable law or
                  regulation.

1.5      The Supplier shall indemnify the Vendor for itself and as agent for
         each member of the Vendor Group who are employers of the Mexican
         Transferring Employees against:

         (a)      any act or omission or obligation or liability of the
                  Supplier before or after Completion arising out of or
                  relating to the employment or termination of employment of
                  any of the Mexican Transferring Employees unless such act or
                  omission or obligation or liability was caused by or on
                  behalf of the Vendor Group; and

         (b)      any substantial changes to the terms of the employment of any
                  of the Mexican Transferring Employees to their detriment
                  which are made, proposed or


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<PAGE>
                  anticipated to take effect after Completion and any change in
                  the identity of their employer which is a significant change
                  and to their detriment; and

         (c)      any breach by the Supplier of its obligations to inform and
                  consult with trade unions, works councils or employee
                  representatives to the extent required by the Mexican
                  Regulations or national laws.

1.6      If any contract of employment of any Mexican Transferring Employee is
         found or alleged to continue with the Vendor Group after Completion,
         the Supplier agrees that:

         (a)      in consultation with the Vendor, it will within [***]
                  Business Days of being requested by the Vendor make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be:

                  (i)      on terms and conditions which, when taken as a
                           whole, do not materially differ from those for the
                           Mexican Transferring Employees who do transfer to
                           the Supplier on Completion; and

                  (ii)     fully compliant with the undertakings given by the
                           Supplier in Paragraph 1.11.

1.7      As soon as possible after the offer made by the Supplier has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Supplier shall advise the Vendor
         which of those offers have been accepted or rejected. If the
         Supplier's offer of employment is rejected by that person, the Vendor
         shall or shall procure that the relevant employer of the Mexican
         Transferring Employee shall make that person available to the Supplier
         for the performance of the Services for so long as the Supplier may
         request, and shall not terminate, other than for cause or where the
         Supplier no longer requires the service of such employee, the
         employment of the person concerned, who will be under the control and
         direction of the Vendor as its sole employer, while rendering services
         to the Supplier. The Supplier shall be responsible for and shall
         indemnify the Vendor for itself and as agent for the member of the
         Vendor Group who is the employer of the Mexican Transferring Employee
         against all Loss arising directly or indirectly from the employment of
         that Mexican Transferring Employee from Completion or, if later, the
         date on which the relevant employment starts until the termination of
         that employment unless such Loss was caused by or on behalf of the
         Vendor Group but not compensation for unfair or


                                      79
<PAGE>
         wrongful dismissal or breach of contract or any redundancy pay). The
         Supplier shall notify the Vendor if the Supplier no longer requires
         the service of such employee (a "CESSATION NOTICE") and the Vendor
         shall commence the legal termination process of the employment of the
         person concerned. In such a case the Supplier's indemnity in Paragraph
         1.7 shall only continue for a maximum [***] month period (or, where
         there is a longer period prescribed by law or by contract or necessary
         to comply with relevant law for commencement and completion of the
         termination process, such longer period) from the date of its
         Cessation Notice and shall not include any period when such employee
         is providing services for the benefit of a member of the Vendor Group
         (other than the Services).

1.8      If any contract of employment of any person other than a Mexican
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***] Business
                  Days of being requested by the Supplier to make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be on terms and conditions
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.

1.9      As soon as possible after the offer made by the Vendor has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***] Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Vendor shall advise the Supplier
         which of those offers have been accepted or rejected. If the Vendor's
         offer of employment is rejected by that person, the Supplier shall or
         shall procure that the relevant employer of such person shall commence
         the legal termination process of the employment of the person
         concerned and the Vendor shall be responsible for and indemnify the
         Supplier against all Loss arising directly or indirectly from (i) the
         employment of that person from Completion or, if later, the date on
         which the relevant employment starts until the termination of that
         employment and (ii) that termination (including any redundancy pay
         (which shall consist of a redundancy package equivalent to that which
         would have been made available to him or her immediately prior to
         Completion (which shall be no greater than those ex-gratia severance
         terms which are set out in the Disclosure Letter)) but not
         compensation for unfair or wrongful dismissal or breach of contract).
         The Vendor's indemnity in


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<PAGE>
         Paragraph 1.9(i) shall only continue for a maximum [***] month period
         (or, where there is a longer period prescribed by law or by contract
         or necessary to comply with relevant law for the commencement and
         completion of the termination process, such longer period) from
         Completion or, if later, the date on which the relevant employment
         starts and shall not include any period when such employee is
         providing services for the benefit of a member of the Supplier Group
         (other than the Services).

1.10     The Vendor and the Supplier shall give each other such assistance as
         either may reasonably require to comply with the Mexican Regulations
         in relation to any such employee of a member of the Vendor Group whose
         contract of employment is found or alleged to transfer to any member
         of the Supplier Group and in contesting any claim by any such person
         at or before Completion resulting from or in connection with this
         Agreement.

1.11     The Supplier undertakes to the Vendor for itself and as agent for each
         member of the Vendor Group who are employers of any of the Mexican
         Transferring Employees, in addition to the Mexican Regulations and any
         applicable laws, rules and regulations and any applicable collective
         bargaining agreements:

         (a)      that the terms and conditions of employment and other
                  contractual benefits (other than in respect of pensions, to
                  which the provisions of Schedule 8 shall apply) enjoyed by
                  the Mexican Transferring Employees (details of which are set
                  out in the Disclosure Letter) in the period of [***] months
                  from Completion will be no less favourable than those enjoyed
                  by them prior to Completion (but without prejudice to any
                  improvements to salaries, wages or conditions agreed in
                  accordance with normal review procedures) save where
                  individual Mexican Transferring Employees in their absolute
                  discretion choose to agree to join the Supplier's flexible
                  benefits scheme generally offered to the Supplier's
                  employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the Mexican Transferring Employees which is the same or
                  substantially equivalent to the scheme provided for them
                  prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the Mexican Transferring Employees in the period of
                  [***] months from Completion, to make available or procure
                  that there is available to each Mexican Transferring Employee
                  a package equivalent to that which would have been made
                  available to him had he or she still been an employee of the


                                      81
<PAGE>
                  Vendor Group at the date of that redundancy but which shall
                  be no greater than those ex-gratia severance terms which are
                  set out in the Disclosure Letter.

1.12     Immediately following Completion, the Vendor and the Supplier shall
         send to each of the Mexican Transferring Employees a joint letter in
         agreed terms.

1.13     The Vendor and the Supplier shall respectively consult and keep each
         other fully informed regarding any information they propose to give to
         the Mexican Transferring Employees and their representatives or any
         consultation they have with the Mexican Transferring Employees and
         their representatives regarding the subject matter of this Agreement
         prior to Completion, and each will offer the other the opportunity to
         attend and participate in any meetings prior to Completion at which
         information is given to or there is consultation with Mexican
         Transferring Employees and their representatives.

1.14     Immediately after Completion, the Vendor shall deliver promptly or
         procure the delivery to the Supplier copies of all reasonably
         available personnel and employment records and full particulars of:

         (a)      each Mexican Transferring Employee, including name, ID
                  number, sex, and the date on which continuity of employment
                  began for each Mexican Transferring Employee for statutory
                  purposes;

         (b)      standard terms and conditions of employment of each category
                  of Mexican Transferring Employee;

         (c)      all payments, benefits or changes to terms and conditions of
                  employment promised to any Mexican Transferring Employee;

         (d)      dismissals (other than voluntary redundancies) of those
                  employees primarily engaged in providing the Services
                  effected within the [***] months prior to Completion and
                  disciplinary records (if any) relating to those employees
                  primarily engaged in providing the Services;

         (e)      all agreements or arrangements entered into in relation to
                  the Mexican Transferring Employees between the Vendor or
                  relevant employer and any trade union or association of trade
                  unions or organisation or body of employees including elected
                  representatives; and


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<PAGE>
         (f)      all strikes or other industrial action (other than
                  insignificant unofficial action) taken by any Mexican
                  Transferring Employee within the [***] months prior to
                  Completion.

         This Paragraph shall be subject to compliance with any applicable law
         or regulation. If the provisions of that law or regulation prohibit
         full compliance with this Paragraph then the Vendor shall take all
         such steps as it can lawfully undertake to ensure as full compliance
         as possible with this Paragraph.

2.       COMPLETION OF EMPLOYEE TRANSFER

2.1      At Completion, the Supplier shall become the employer of the Mexican
         Transferring Employees through the process to be agreed by and between
         Vendor and Supplier and the employment relationship that existed
         between the Vendor and those employees prior to Completion, shall
         cease immediately. The Vendor shall cancel the registration of the
         Mexican Transferring Employees before the Mexican Social Security
         Institute and the Federal Housing Agency and immediately after
         Completion the Supplier shall register such employees with the
         government bodies mentioned in this paragraph.

3.       LONG TERM SICKNESS

3.1      The parties acknowledge that individuals who are absent from work at
         Completion by reason of long term sickness as identified in Schedule
         3C (Long Term Sick Employees) are not listed in Schedule 3 (The
         Employees) and will not transfer to the Supplier on Completion
         pursuant to the Mexican Regulations or otherwise. If within [***]
         months of the date of signature of this Agreement such an individual
         returns to work for the Marconi Group Paragraphs 1.6 and 1.7 of this
         Schedule shall apply save that:

         (a)      the Supplier is only obliged to use reasonable endeavours to
                  ensure that the terms and conditions of that offer of
                  employment meet the conditions of Paragraph 1.6(b)(i) and
                  (ii); and

         (b)      Paragraph 1.7 shall only apply to the extent that the
                  individual is providing services for the benefit of a member
                  of the Supplier Group.


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<PAGE>
4.       LEGAL RIGHT TO WORK

4.1      The Parties acknowledge that individuals who are not nationals of the
         country in which they work may have the right to work for the Marconi
         Group but may not be legally permitted to transfer to the Supplier
         Group or may lose the benefit of any current application for residency
         or similar rights. Such individuals are identified in Schedule 3D
         (Non-National Employees) are not listed in Schedule 3 (The Employees)
         and will not transfer to the Supplier on Completion pursuant to the
         Mexican Regulations or otherwise. Marconi or the relevant employer of
         the people listed in Schedule 3D shall make those people available to
         the Supplier for the performance of the Services, being such
         employees, at all times, under the direction and control of Marconi as
         their sole employer. When such individual is granted the necessary
         status to enable him to legally transfer to CSC without loss of legal
         status Paragraphs 1.6 and 1.7 of this Schedule shall apply providing
         that the individual is providing services to the Supplier save that
         the Supplier is only obliged to use reasonable endeavours to ensure
         that the terms and conditions of that offer of employment meet the
         conditions of Paragraph 1.6(b)(i) and (ii).]


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<PAGE>

                                   SCHEDULE 3


                                  THE EMPLOYEES


              [Insert details of Employees for relevant Territory]


                                       85
<PAGE>

                                   SCHEDULE 4


                         APPORTIONMENT OF CONSIDERATION


<TABLE>
<S>                                   <C>
IT Equipment                          (POUND)-(17)

Current Contracts                     (POUND)1.00

[Goodwill                             (POUND)[-]](18)
</TABLE>














(17)     NBV at 31 October 2002.

(18)     For inclusion in Italian TA's only.


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<PAGE>

                                   SCHEDULE 5


                          COMPLETION ARRANGEMENTS(19)


1.       VENDOR'S OBLIGATIONS

(1)      On the In-Scope Contract Completion Date for an In-Scope Contract the
         Vendor shall deliver to CSC all books, records and other documents
         relating to that In-Scope Contract.

(2)      On Equipment Completion the Vendor shall deliver to CSC (such delivery
         to take place at the locations where that equipment is physically
         located at the time) all the assets forming the IT Equipment which are
         capable of passing by delivery when, by virtue of such delivery, title
         to those Assets shall pass to CSC.

2.       CSC'S OBLIGATIONS

(1)      On Equipment Completion, CSC shall pay the Vendor Equipment
         Consideration in the manner prescribed by Clause 6.1 (Amount of the
         Vendor Equipment Consideration).

(2)      On Completion, CSC shall pay the Vendor Contracts Consideration in the
         manner prescribed by Clause 6.2 (Amount of the Vendor Contract
         Consideration).















(19)     This Schedule will need particular customisation on a Territory by
         Territory basis.


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<PAGE>

                                   SCHEDULE 6


                                   WARRANTIES


1.       IT EQUIPMENT

1.1      At Completion, the Vendor or the relevant members of the Vendor Group
         will have good title to all the IT Equipment free from and clear of all
         liens, charges, mortgages, or similar encumbrances but excluding liens
         or licences arising in the ordinary course of business which are fairly
         disclosed in the Disclosure Letter.

1.2      The IT Equipment and the Leased Equipment at the date of this Transfer
         Agreement is in sufficient working order to enable members of the CSC
         Group to provide the IT Services and has been regularly and
         appropriately maintained and supported and so far as the Vendor is
         aware no material item of the IT Equipment or the Leased Equipment is
         dangerous, or requires renewal or replacement.

1.3      The IT Equipment and the Leased Equipment comprise all the material
         hardware and information technology assets and equipment used by the
         Vendor Controlled Group to provide the Internal Services.

1.4      The net book value at which each item of IT Equipment are listed on the
         Vendor Asset Registers accurately and fairly reflects the net book
         value of such item of IT Equipment in the books of the Vendor Group at
         31 October 2002, determined by depreciating the value of the equipment
         on a straight line basis in accordance with the Vendor Group's
         generally applicable accounting principles for the equipment in
         question.

2.       IN-SCOPE CONTRACTS

2.1      MATERIAL IN-SCOPE CONTRACTS VALID

         The Vendor is not aware of the invalidity of or any grounds for
         rescission, avoidance or repudiation of any In-Scope Contract involving
         an annual expenditure of total value of [***] pounds ((pound)[***]) or
         greater (each being a "MATERIAL Contract") and neither it nor any other
         member of the Vendor Group has received written notice of any intention
         to terminate any such In-Scope Contract.

2.2      NO DEFAULT

         Neither the Vendor nor (so far as the Vendor is aware) any other party
         to any Material Contract is in material default or breach under it, and
         no Material Contract is the


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<PAGE>

         subject of dispute or a claim nor so far as the Vendor is aware are
         there any circumstances which might give rise to such a dispute or
         claim.

3.       EMPLOYEES

3.1      All the UK, European and Non European Transferring Employees as listed
         in Schedule 3 (The Employees) are primarily engaged immediately prior
         to Completion by the Vendor or a member of the Vendor Group in
         performing services which are the same or similar to the Services (the
         "BUSINESS"). The Employees are all directly employed by the Vendor or a
         member of the Vendor Group.

         DETAILS OF EMPLOYEES

3.2      In relation to each of the Employees there are contained in or attached
         to the Disclosure Letter full and complete particulars or copies of:

         (a)      standard form current written service or employment agreements
                  or particulars of employment (as appropriate) and including
                  the notice periods applicable and issued to each category of
                  Employee; and

         (b)      any procedures affecting their terms of employment, including
                  disciplinary or grievance procedures and any procedures to be
                  followed in the case of redundancy or dismissal.

3.3      In relation to each of the Employees there are contained in or attached
         to the Disclosure Letter full, complete and accurate particulars or
         copies of:

         (a)      their name, ID number, age, sex, date of commencement of
                  employment with the Vendor or the relevant member of the
                  Vendor Group;

         (b)      their rate of remuneration, bonus and commission, any other
                  benefit of any kind to which they are entitled or which are
                  regularly provided or made available to them, entitlement to
                  holidays and holiday bonuses, and working hour arrangements
                  (so far as not disclosed pursuant to sub-Paragraph (a) above).


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<PAGE>

         NO EMPLOYEE BENEFIT PLANS

3.4      There are no profit-sharing, share option or share incentive schemes or
         other employee benefit plans in relation to any Employee.

3.5      No Employee listed in Schedule 3 (The Employees) has a right to return
         to work (whether for reasons connected with maternity leave or absence
         by reason of illness or incapacity or otherwise).

3.6      No Employee has been given notice of termination of his employment (or
         had his employment terminated without notice) for a period of twelve
         (12) months prior to Completion.

3.7      Full particulars are contained in the Disclosure Letter of any
         outstanding offer of employment made to any person by the Vendor or the
         relevant member of the Vendor Group in relation to the Business and
         there is no person who has accepted such an offer of employment made by
         the Vendor or the relevant member of the Vendor Group but whose
         employment has not yet started.

3.8      Full particulars are contained in the Disclosure Letter of any
         agreement for the provision of consultancy services or the services of
         personnel to the Business and of the terms applicable to the secondment
         to the Business of any person.

         CHANGES IN BENEFITS

3.9      As far as the Vendor or the relevant member of the Vendor Group is
         aware, it has not offered, promised or agreed for the future any
         variation in any contract of employment or any contract for services in
         respect of the Employees employed by the Vendor or the relevant member
         of the Vendor Group in respect of whom liability is deemed by the
         Regulations or its equivalent in any other jurisdiction, to pass to CSC
         or any member of the CSC Group.

3.10     No order that has not yet been complied with has been made for the
         reinstatement or re-engagement following Completion of any of the
         Employees or any person formerly employed or engaged in the Business.


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<PAGE>

3.11     Except in respect of normal accruals of remuneration or emoluments of
         employment, no sum is payable to or for the benefit of any Employee or
         their dependants nor is the Vendor or any member of the Vendor Group a
         party to any arrangements or promise to make or is in the habit of
         making ex gratia or voluntary payments by way of bonus, gratuity,
         allowance or the like to any such persons and there are no schemes of
         arrangements (whether legally enforceable or not) for the payment of
         disability or similar schemes or arrangements in operation or
         contemplated in respect of any of the Employees or their dependants or
         persons formerly employed or engaged in the Business or their
         dependants under which CSC or any member of the CSC Group may become
         liable to make payments or to provide equivalent benefits.

3.12     The Vendor or the relevant member of the Vendor Group does not have an
         obligation to make any payment on redundancy in excess of the statutory
         redundancy payment and the Vendor or the relevant member of the Vendor
         Group has not operated any discretionary practice of making any such
         excess payments.

3.13     There is not and during the twelve (12) months preceding the date of
         this Agreement there has not been any industrial action (other than
         insignificant unofficial action) by the Employees affecting the
         Business and to the best of the knowledge, information and belief of
         the Vendor or the relevant member of the Vendor Group, there are no
         facts or circumstances which might give rise to such industrial action
         (other than insignificant unofficial action).

3.14     The Vendor or any member of the Vendor Group is not a party to any
         collective agreement or other similar agreement (such as a dismissal
         procedures agreement) or trade dispute (or related proceedings) with
         unions or other employee representatives or otherwise relating to the
         Employees as one or more collective units. To the best of the
         knowledge, information and belief of the Vendor or the relevant member
         of the Vendor Group there are no facts or circumstances which might
         give rise to the Vendor or the relevant member of the Vendor Group
         becoming a party to any such agreement or becoming involved in any such
         dispute or proceedings.

3.15     The Vendor or the relevant member of the Vendor Group is not engaged or
         involved in any dispute, claim or legal proceedings (whether arising
         under contract, common law, statute or in equity) with any of the
         Employees nor with any other person


                                       91
<PAGE>

         employed by the Vendor or the relevant member of the Vendor Group in
         respect of whom liability is deemed to pass to CSC or any member of the
         CSC Group by virtue of the Regulations or its equivalent in any other
         jurisdiction, and so far as the Vendor or the relevant member of the
         Vendor Group is aware there is no likelihood of any such dispute, claim
         or proceedings arising at any time.

4.       PENSIONS

         In this part of this Schedule, the following terms have the following
         definitions:

         "GEC PLAN" means: [***].

         "MARCONI PENSION SCHEME(S)" means: [***];

         "MARCONI WELFARE SCHEME(S)" means: [***]; and

         "STATE SCHEME(S)" means arrangements under public law statute or
         regulation to which the Vendor or a member of the Vendor Group
         contributes in compliance with applicable law or regulation.

4.1      NO OTHER SCHEMES

         So far as is material, other than the Marconi Pension Scheme(s), the
         Marconi Welfare Scheme(s), the State Scheme(s) and save as disclosed in
         the Disclosure Letter, there is not in operation nor is there any
         obligation, nor has any proposal been announced either verbally or in
         writing, to establish a superannuation, pension, retirement, life
         assurance, death benefit, sickness, accident benefit or other similar
         scheme or arrangement in respect of which the Vendor has any legally
         binding liability to contribute or incur an obligation to or in respect
         of any Employee.

4.2      INFORMATION

4.2.1    Details of whether the Marconi Pension Scheme(s) are Mixed Scheme(s)
         (for the purposes of paragraph 1 of Part 3 of Schedule 8 (Pensions and
         Related Benefits)), funded self-contained plans (for the purposes of
         paragraph 2 of Part 3 of Schedule 8 (Pensions and Related Benefits)) or
         unfunded schemes (for the purposes of paragraph 3 of Part 3 of Schedule
         8 (Pensions and Related Benefits)) have been given to CSC or a member
         of the CSC Group.

4.2.2    Details of the Marconi Pension Scheme(s) and Marconi Welfare Scheme(s)
         have been given to CSC or a member of the CSC Group in the form (so far
         as relevant in each case) of:


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<PAGE>

         (a)      a copy of the governing documentation of the Marconi Pension
                  Scheme(s) and Marconi Welfare Scheme(s);

         (b)      a copy of the current explanatory booklet issued to any
                  Employee who is or is entitled to become a member of a Marconi
                  Pension Scheme;

         (c)      a copy of the audited accounts and financial statements of the
                  Marconi Pension Scheme(s) for the last scheme year;

         (d)      the latest actuarial valuation report of the Marconi Pension
                  Scheme(s) that provide defined benefits; and

         (e)      a list of the Employees who are members of the Marconi Pension
                  Scheme(s) and the Marconi Welfare Scheme(s) together with
                  sufficient data to enable CSC to ascertain its benefit
                  entitlements under the Marconi Pension Scheme(s) and Marconi
                  Welfare Scheme(s).

4.2.3    The details of the Marconi Pension Scheme(s) and Marconi Welfare
         Scheme(s) which have been given to CSC or a member of the CSC Group
         referred to in paragraphs 4.2.2 (a), (b), (c), (d) and (e) above are
         sufficient and complete in all material respects to enable CSC to
         ascertain benefits provided under the Marconi Pension Schemes and
         Marconi Welfare Scheme(s) in respect of the Employees and the value of
         such benefits.

4.3      CONTRIBUTION RATES

         Details of the current contribution rate(s) contributed to the Marconi
         Pension Scheme(s) and Marconi Welfare Scheme(s) by the Vendor or the
         relevant member of the Vendor Group have been given to CSC or a member
         of the CSC Group.

4.4      EXERCISE OF DISCRETIONS

         Except as disclosed in the Disclosure Letter, no discretion or power
         has been exercised under the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) in respect of any Employee to augment benefits,
         provide a benefit which would not otherwise be provided or pay a
         contribution which would not otherwise have been paid.

4.5      AMENDMENT AND TERMINATION

         Except as disclosed in the Disclosure Letter, no plan, proposal or
         intention to amend, discontinue (in whole or in part) or exercise a
         discretion in relation to the Marconi


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<PAGE>

         Pension Scheme(s) or the Marconi Welfare Scheme(s) with respect to any
         Employee has been communicated to any Employee who is a member of a
         Marconi Pension Scheme or the Marconi Welfare Scheme nor has any act or
         event occurred which could give rise to a full or partial
         discontinuance of any Marconi Pension Scheme or the Marconi Welfare
         Scheme with respect to any Employee under applicable law.

4.6      FUNDING

         No contribution due to the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) is/are unpaid (other than those payable in the month
         in which Completion takes place or the immediately preceding month)
         which unpaid amounts will be paid by the Vendor in accordance with the
         terms of the Marconi Pension Scheme(s) or the Marconi Welfare Scheme(s)
         and applicable law.

4.7      APPROVAL

         The [***] is an exempt approved scheme within the meaning of s592 ICTA.

4.8      CONTRACTING-OUT

         The [***] is not a contracted-out scheme within the meaning of the
         Pension Schemes Act 1993.

4.9      COMPLIANCE

         Each of the Marconi Pension Scheme(s) and the Marconi Welfare Scheme(s)
         with respect to Employees has been administered and invested in
         accordance with its terms and with the provisions of its governing
         documentation. Each of the Marconi Pension Scheme(s) and the Marconi
         Welfare Scheme(s) and each of the funds established thereunder is in
         compliance with the law applicable to the jurisdiction of its residence
         with respect to Employees.

4.10     NO DISPUTES

         There is no pending or threatened litigation, arbitration, proceedings,
         investigations or other claims, other than routine claims for benefits,
         relating to the Marconi Pension Scheme(s), the Marconi Welfare
         Scheme(s) or the State Scheme(s) or any benefits provided under them in
         relation to any of the Employees.

4.11     US SCHEMES


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<PAGE>

4.11.1   Each Marconi Pension Scheme intended to be a qualified plan under
         Section 401(a) of the United States Internal Review Code of 1986, as
         amended ("THE CODE") has received a favourable determination letter
         from the Internal Revenue Services that it is qualified under Code
         Section 401(a) and that its related trust is exempt from federal income
         tax under Code Section 501(a) and such determination letter has not
         been revoked.

4.11.2   Neither the Vendor nor any member of the Vendor Group has established,
         maintained or contributed to or otherwise participated in, or had an
         obligation to maintain, contribute to, or otherwise participate in, any
         Multiemployer Plan (as that term is defined in section 3(37)(A) of the
         United States Employee Retirement Income Security Act of 1973, as
         amended ("ERISA")) within the last six years in respect of the US
         Transferring Employees.

4.11.3   Except to the extent required under ERISA Section 601 et seq. and Code
         Section 4980B, neither the Vendor nor any member of the Vendor Group is
         obliged to provide health or welfare benefits to any Non-European
         Transferring Employee employed in the United States prior to the
         Completion Date or dependant or beneficiary thereof following such
         employee's retirement or other termination of service.

4.11.4   The Vendor and other relevant members of the Vendor Group have complied
         with the provisions of ERISA Section 601 et seq. and Code Section 4980B
         and with the provisions of ERISA Section 701 et seq. and Subtitle K of
         the Code.


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<PAGE>

                                    SCHEDULE 7


                              LIMITATIONS ON CLAIMS


1.       CSC TO NOTIFY POTENTIAL CLAIMS

         If CSC becomes aware of any fact, matter, event or circumstance by
         virtue of which in its reasonable judgment at the time the Vendor is or
         may become liable to make any payment under any of the Warranties or
         any other provision of this Transfer Agreement, CSC shall as soon as
         practicable [***] inform the Vendor in writing specifying in reasonable
         detail the fact, matter, event or circumstance giving rise (or which
         may give rise) to that liability and giving an estimate of the amount
         which may be claimed against the Vendor in respect of that liability.
         For the avoidance of doubt, any failure to give notice under this
         paragraph 1 shall not invalidate any claim which CSC may subsequently
         make provided that the Vendor shall bear no liability for any increased
         Losses which CSC or any member of the CSC Group may suffer or incur as
         a result of failing to provide notice in accordance with this
         paragraph.

2.       TIME LIMIT ON CLAIMS

2.1      No claim shall be brought by CSC under the Warranties unless it shall
         have given notice in writing of that claim specifying (in reasonably
         sufficient detail) the matter giving rise to the claim, the nature of
         the claim and, so far as practicable, the amount claimed to the Vendor
         not later than the expiry of a period of [***] commencing on:

         (a)      in the case of any claim or claims for breach of the
                  Warranties in paragraph 1 of Schedule 6 (Warranties), the
                  Equipment Completion Date applicable to the IT Equipment in
                  respect of which such claims or claims have arisen;

         (b)      in the case of any claim or claims for breach of the
                  Warranties in paragraph 2 of Schedule 6 (Warranties) insofar
                  as the claim relates to an In-Scope Contract, the In-Scope
                  Contract Completion Date applicable to the In-Scope Contract
                  in question; and

         (c)      in the case of any claim or claims for breach of the
                  Warranties in paragraphs 3 and 4 of Schedule 6 (Warranties),
                  the Completion Date applicable to the Employees in question.

2.2      [***]

3.       SPECIFIC LIMITATIONS


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<PAGE>
         CSC shall not be entitled to claim against the Vendor:

         (a)      under the Warranties [***] until the amount (excluding
                  interest and costs) that would be recoverable from the Vendor
                  in respect of the claim, when aggregated with:

                  (i)      the amount (excluding interest and costs) recoverable
                           in respect of any other claims made against the
                           Vendor under the Warranties or any other provision of
                           this Transfer Agreement; and

                  (ii)     the aggregate amount (excluding interests and costs)
                           recoverable in respect of any other claims made
                           against any member of the Vendor Group under the
                           Asset Transfer Agreement or under any other Transfer
                           Agreement,

                  exceeds a threshold of [***] pounds ((pound)[***]) in which
                  event, the Vendor shall be liable for the full amount of ALL
                  such claims and not the amount by which that threshold is
                  exceeded only, subject to paragraph 4.

         (b)      under the Warranties only:

                  (i)      in respect of any matters referred to in this
                           Transfer Agreement or fairly disclosed in the
                           Disclosure Letter;

                  (ii)     in respect of any matter or thing after the date of
                           this Transfer Agreement done or omitted to be done at
                           the written request of or with the written consent of
                           CSC or any other member of the CSC Group; [***]

                  (iii)    if and to the extent that:

                           (A)      the claim would not have arisen but for any
                                    act, omission, transaction or arrangement
                                    (or any combination of any of the same),
                                    after the date as at which the relevant
                                    Warranty is given pursuant to Clause 12.1
                                    (Warranties), of CSC or any member of the
                                    CSC Group or their respective directors,
                                    employees or agents except to the extent
                                    that such act, omission, transaction or
                                    arrangement has been undertaken [***];

                           (B)      the claim arises or is increased as a result
                                    of the passing of, or any change in or any
                                    change in the interpretation of, any law,
                                    rule, regulation or administrative practice
                                    of any government,



                                       97
<PAGE>
                                    government department, local or state
                                    agency, authority regulatory or fiscal body
                                    after the date of this Transfer Agreement;

                           (C)      the claim arises or is increased as a result
                                    of CSC not complying with its obligations
                                    under this Transfer Agreement; or

                           the damage, liability or loss suffered or incurred by
                           CSC has been made good or has been otherwise
                           compensated for without cost to CSC or any member of
                           the CSC Group.

4.       LIMITS OF LIABILITY UNDER THE ASSET TRANSFER AGREEMENT

         The aggregate liability of each of the Marconi Group and the CSC Group
         in respect of:

         (i)      all claims under or in connection with [***] the Warranties
                  [***]);

         (ii)     all claims under or in connection with each and every other
                  Territory Transfer Agreement [***] under the Warranties [***];
                  and

         (iii)    all claims under or in connection with the Asset Transfer
                  Agreement (including claims under the Warranties and
                  indemnities),

         shall, save and except in the case of, a breach by Marconi or any of
         the members of the Marconi Group of any of its statutory or contractual
         obligations relating to health and safety, not exceed a maximum sum
         equal to (pound)[***] ([***]pounds) [***]. For the avoidance of doubt,
         this paragraph does not limit the obligation of any members of the CSC
         Group to pay the Vendor Equipment Consideration to the Marconi Group in
         accordance with this Agreement and/or any Transfer Agreement.

5.       NO DOUBLE RECOVERY

         CSC shall not be entitled to recover more than once for the same Loss
         in respect of any fact, matter, event or circumstance giving rise to a
         claim under the Warranties or any other provision of this Transfer
         Agreement, the Asset Transfer Agreement or any other contract or
         document entered into pursuant to those agreements. Where any fact,
         matter, event or circumstance giving rise to a claim under the
         Warranties results in an adjustment to the Charges under a True-up
         Process, the financial adjustment so made shall be excluded from the
         quantum of any Loss otherwise recoverable for the breach of the
         Warranties in question.


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<PAGE>

6.       RECOVERY FROM THIRD PARTIES

6.1      If CSC is or may be entitled to recover from some other person (other
         than an insurer) any loss or damage which gives rise to any claim under
         the Warranties or any other provision of this Transfer Agreement, CSC
         shall take all appropriate steps to enforce that recovery (keeping the
         Vendor informed on a timely basis of any action so taken) before taking
         any action (other than notifying the Vendor of the claim) against the
         Vendor and any liability of the Vendor under this Transfer Agreement
         shall be reduced by the amount (including interest (if any)) recovered
         from the third party less any costs reasonably incurred by CSC in
         respect of such recovery.

6.2      If, notwithstanding any other provision of this Schedule, any payment
         is made by the Vendor in or towards the settlement of any claim made
         under the Warranties or any other provision of this Transfer Agreement
         and CSC subsequently recovers or procures the recovery from a third
         party (other than insurers) of an amount which is referable to that
         claim (and, in the event that CSC becomes entitled subsequent to
         payment by the Vendor to make recovery, CSC undertakes to take all
         necessary steps to enforce that recovery) CSC shall forthwith repay to
         the Vendor an amount equal to whichever is the lesser of:

         (a)      the amount (including interest (if any)) recovered from the
                  third party less any costs reasonably incurred by CSC in
                  respect of such recovery; and

         (b)      the amount paid by the Vendor in or towards settlement of the
                  claim.

7.       CONDUCT OF CLAIMS

         If CSC becomes aware of any actual or threatened assessment, claim,
         action or demand by a third party against it (a "THIRD PARTY CLAIM")
         which causes or may cause the Vendor to be liable under the Warranties
         or any other provision of this Transfer Agreement then:

         (a)      CSC shall at the written request of the Vendor:

                  (i)      take such action as the Vendor may reasonably require
                           to avoid, contest, dispute, resist, appeal,
                           compromise or defend the third party claim
                           (including, but without limitation, making counter
                           claims and exercising all rights of set off against
                           third parties);

                  (ii)     if so requested, permit the Vendor or procure that
                           the Vendor is permitted in the name of and on behalf
                           of CSC to have the sole


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                           conduct of all proceedings relating to the third
                           party claim as the Vendor may deem appropriate
                           including the appointment of solicitors and other
                           professional advisers and the making of any
                           settlement or compromise of the third party claim;
                           and

                  (iii)    render or cause to be rendered to the Vendor all
                           assistance as the Vendor may reasonably require
                           (including providing access to information and to
                           employees of CSC) for the purpose of avoiding,
                           contesting, disputing, resisting, appealing,
                           compromising or defending the third party claim,

                  provided that:

                           (A)      the Vendor shall indemnify CSC against all
                                    costs reasonably incurred by it in complying
                                    with its respective obligations under
                                    paragraphs 7(a) (i), (ii) and (iii) above;
                                    and

                           (B)      the Vendor shall not make any settlement or
                                    compromise of the third party claim which is
                                    likely to affect the future liabilities of
                                    CSC without the prior approval of CSC, that
                                    approval not to be unreasonably withheld or
                                    delayed;

(b)      CSC will not make or attempt to make any admission of liability,
         agreement, settlement or compromise in relation to a third party claim
         without the consent of the Vendor such consent not to be unreasonably
         withheld or delayed;

(c)      CSC shall in any event keep the Vendor informed as to the steps which
         are being taken in connection with the third party claim.

8.       DUTY TO MITIGATE

         CSC shall in relation to any loss or liability which might give rise to
         a claim under the Warranties or any other provision of this Transfer
         Agreement against the Vendor take all reasonable steps to avoid or
         mitigate that loss or liability.


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                                   SCHEDULE 8


                          PENSIONS AND RELATED BENEFITS


PART 1 - UK PENSIONS - THE G.E.C 1972 PLAN

1.       INTERPRETATION

1.1      For the purposes of this Schedule the following terms have the
         following meanings:

         "ACTUARY'S LETTER" means the letter from the Vendor's Actuary to CSC's
         Actuary, a copy of which is annexed to this Schedule.

         "CALCULATION DATE" means a date to be determined by the Vendor's
         Actuary no later than three (3) months after Completion.

         "CSC'S ACTUARY" means [***]

         "CSC SCHEME" means a retirement benefits scheme established by CSC
         pursuant to paragraph 2.

         "GEC PLAN" means [***].

         "VENDOR'S ACTUARY" means [***].

         "PAYMENT DATE" means the date which is one month after the expiry of
         the two month period in which the Relevant Employees must decide
         whether or not to become Transferring Employees.

         "RELEVANT EMPLOYEES" means those Employees who are active members of
         the GEC Plan at Completion.

         "TRANSFER AMOUNT" means an amount calculated at the relevant date as
         the sum of the Transferring Employees' cash equivalents at the same
         relevant date calculated and verified by the Vendor's Actuary in
         accordance with the Occupational Pension Schemes (Transfer Values)
         Regulations 1996 and enhanced in accordance with the method set out in
         the Actuary's Letter. [***]

         "TRANSFERRING EMPLOYEES" means those Relevant Employees:

         (a)      who become members of the CSC Scheme on Completion; and


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         (b)      who no later than two months after notification of the service
                  credits available to them in the CSC Scheme consent in a form
                  acceptable to the trustees of the GEC Plan (such acceptance
                  not to be unreasonably withheld) to the transfer of that part
                  of the Transfer Amount which is attributable to them from the
                  GEC Plan to the CSC Scheme in place of all of the benefits
                  payable in respect of their membership of the GEC Plan.

1.2      References in this part of this Schedule to paragraphs are to
         paragraphs of this part of this Schedule.

2.       THE CSC SCHEME

2.1      CSC will (to the extent it had not already done so) establish the CSC
         Scheme before Completion. All Relevant Employees who do not transfer
         directly to British Telecommunications plc or a member of the BT Group
         and who have not attained age 65 will be invited to become members of
         the CSC Scheme with effect from Completion.

2.2      The CSC Scheme shall offer, to each Relevant Employee who accepts such
         invitation, benefits on the defined benefit basis set out in the third
         column of the table of the document named
         "alchemy.geccplancomparison.excels" provided by CSC (which is annexed
         to this Schedule).

2.3      The CSC Scheme shall be approved under Chapter I of Part XIV of ICTA or
         capable of such approval and CSC will use its reasonable endeavours to
         procure that the CSC Scheme accepts the transfer to the CSC Scheme of
         the Transfer Amount.

2.4      Subject to receipt of the Transfer Amount recalculated at the Payment
         Date, CSC will procure that the CSC Scheme will provide for and in
         respect of each Transferring Employee benefits in respect of
         Pensionable Service in the GEC Plan before Completion which are
         equivalent in value as determined in accordance with the Actuary's
         Letter to the amount transferred in respect of each Transferring
         Employee, on the defined benefit basis referred to in paragraph 2.2.

3.       ADDITIONAL VOLUNTARY CONTRIBUTIONS

         Any additional voluntary contributions made to the GEC Plan by any
         Relevant Employee (and the moneys, interest and benefits derived from
         those contributions) which are used to provide money purchase benefits
         (as defined in the Pension Schemes Act 1993) shall be disregarded for
         the purposes of calculating the Transfer Amount, but the Vendor will
         use its best endeavours to procure that the trustees of the


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<PAGE>

         GEC Plan will as soon as practicable after Completion transfer to the
         CSC Scheme the assets and/or the amount standing to the credit of each
         Transferring Employee in respect of additional voluntary contributions
         paid to the GEC Plan.

4.       CALCULATION AND PAYMENT OF THE TRANSFER AMOUNT

4.1      The Vendor shall procure that the Vendor's Actuary computes and
         certifies to CSCs Actuary within two (2) months after the Calculation
         Date the sum of the Relevant Employees' cash equivalents at the
         Calculation Date together with the enhancement described in the
         Actuary's Letter.

4.2      CSC shall procure that the CSC Actuary calculates and notifies to the
         Vendor's Actuary within one (1) month of receipt of the Vendor's
         Actuary's calculation of the sum of the Relevant Employees' cash
         equivalents, together with the enhancement referred to in the Actuary's
         Letter, the service credits available to the Relevant Employees in the
         CSC Scheme if they opt to become Transferring Employees.

4.3      Subject to confirmation from the Vendor's Actuary that the service
         credits to be offered to the Relevant Employees meet the requirements
         of paragraph 2.4 of this Schedule, CSC shall issue the forms referred
         to in part (b) of the definition of "Transferring Employees" to the
         Relevant Employees inviting them to become Transferring Employees.

4.4      Subject to it being satisfied that CSC has met or will meet its
         obligations under paragraph 2 above, the Vendor will use its best
         endeavours to procure that on the Payment Date the trustees of the GEC
         Plan pay the Transfer Amount re-calculated at the Payment Date to the
         trustees of the CSC Scheme in cash or such other assets chosen by the
         trustees of the GEC Plan and acceptable to the trustees of the CSC
         Scheme. In the absence of agreement the trustees of the GEC Plan will
         transfer cash.

4.5      If the trustees of the GEC Plan do not pay cash or other assets equal
         in value to the Transfer Amount re-calculated at the Payment Date to
         the CSC Scheme on or before the Payment Date, the Vendor shall, no
         later than fourteen (14) days after the Payment Date, pay to CSC an
         amount equal to the sum by which the Transfer Amount exceeds the value
         of cash or other assets (if any) paid by the trustees of the GEC Plan
         to the CSC Scheme together with compound interest calculated on a day
         to day basis with monthly rests on such amount (or on any part thereof)
         for so long as it shall remain unpaid after the Payment Date at [***]
         per cent ([***]%) above the base rate of Barclays Bank plc from time to
         time.


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4.6      If a payment is made under paragraph 4.5 CSC shall make a payment equal
         to the payment under paragraph 4.5 to the CSC Scheme within [***] days.
         If CSC's liability to corporation tax applicable to its profits is
         reduced as a result of the payment of the amount under paragraph 4.5
         into the CSC Scheme CSC shall repay in cash to the Vendor an amount
         equal to such deduction (as an adjustment to the Consideration) within
         [***] days of the date on which the corporation tax would otherwise
         have been due and payable.

5.       MISCELLANEOUS

         CSC will promptly deliver to the Vendor drafts before they are issued
         and copies once they are issued of all notices and announcements
         relating to the GEC Plan or the CSC Scheme supplied to the Relevant
         Employees before Completion.


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                       APPENDIX 1 TO PART 1 OF SCHEDULE 8


                                      [***]


PART 2 - UNITED STATES BENEFITS

1.       INTERPRETATION

1.1      For the purposes of this Schedule the following terms have the
         following meanings:

         "AFFECTED EMPLOYEES" means those Employees listed on part 4 of Schedule
         3 (Employees) who become employees of CSC or any member of the CSC
         Group on or after Completion and who immediately prior to Completion
         were employed in the United States.

         "CSC 401(K) PLAN" means the CSC Matched Asset Plan.

         "CSC HEALTH AND WELFARE PLANS" means the CSC Health and Welfare Plans
         which are welfare plan arrangements currently maintained by CSC to
         provide health and medical benefits to employees.

         "CSC LONG-TERM DISABILITY PLAN" means the CSC Long Term Disability
         (LTD) Plan.

         "CSC RETIREMENT PLAN" means the CSC Defined Benefit Retirement Plan.

         "CODE" means the United States Internal Revenue Code of 1986, as
         amended.

         "ERISA" means the United States Employee Retirement Income Security Act
         of 1974, as amended.

         "MARCONI 401(K) PLAN" means the Marconi USA Wealth Accumulation Plan.

         "MARCONI K PLANS" means the Marconi 401(k) Plan and the Marconi
         Matching Plan.

         "MARCONI MATCHING PLAN" means the Marconi USA Wealth Accumulation
         Matching Plan.

         "MARCONI RETIREMENT PLAN" means the Marconi USA Employees' Retirement
         Plan.

         "MARCONI TOTAL REWARDS" means the welfare plan arrangements covering
         Affected Employees who immediately prior to Completion were employed in
         the United States.


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<PAGE>

         "OTHER BENEFIT OBLIGATION" means any obligation, arrangement or
         customary practice owed, adopted or followed by the Vendor or any
         member of the Vendor Group with respect to any Affected Employee,
         whether or not legally enforceable, to provide benefits, other than
         salary, as compensation for services rendered, to present or former
         directors, officers, employees or agents, other than obligations,
         arrangements and practices that are plans (as that term is defined in
         section 3(3) of ERISA). Other Benefit Obligations include consulting
         agreements under which the compensation paid does not depend upon the
         amount of service rendered, sabbatical policies, severance payment
         policies and fringe benefits within the meaning of Code Section 132.

         "SELLER PLAN" means any plan (as that term is defined in section 3(3)
         of ERISA) covering any Affected Employee of which the Vendor or any
         member of the Vendor Group is or was a plan sponsor (as that term is
         defined in Section 3(16)(B) of ERISA), or to which the Vendor or any
         member of the Vendor Group otherwise contributes or has contributed, or
         in which the Vendor or any member of the Vendor Group otherwise
         participates or has participated.

1.2      References in this part of this Schedule to paragraphs are to
         paragraphs of this Schedule unless otherwise specified.

2.       EMPLOYEE BENEFIT PLANS

2.1      On or prior to the Completion Date, the Vendor shall cause all
         contributions on behalf of Affected Employees to be made to the Marconi
         K Plans for periods prior to and including the Completion Date and
         Affected Employees shall cease to participate in the Marconi K Plans
         for periods after the Completion Date. The Vendor shall cause the
         Affected Employees to be fully and immediately vested in their account
         balances, if any, under the Marconi K Plans as of the Completion Date.
         CSC shall permit Affected Employees to participate in the CSC 401(k)
         Plan commencing upon employment with CSC in accordance with the terms
         and conditions of the CSC 401(k) Plan. CSC shall cause CSC 401(k) Plan
         to recognize the service of Affected Employees credited by the Vendor
         as of the Completion Date for vesting purposes under the Marconi K
         Plans immediately prior to the Completion Date: (a) for vesting
         purposes under the CSC 401(k) Plan; and (b) for purposes of eligibility
         for company matching contributions under the CSC 401(k) Plan. The CSC
         401(k) Plan shall accept the rollover of distributions (which are
         eligible rollover distributions under section 402(c) of the Code) of
         Affected Employees' account balances (other than any portion consisting
         of after-tax employee contributions), from the Marconi K Plans or from
         any other 401(k) plan established by the Vendor, including the rollover
         of


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<PAGE>

         participant loans, if any, in accordance with the election of the
         Affected Employees provided that the Marconi K Plans will not permit
         the election of a rollover of loans later than the 31st day after the
         Completion Date. The Vendor and CSC shall use their reasonable
         endeavours to accomplish the rollovers of account balances as described
         above. CSC shall uplift the base salaries of the Affected Employees to
         compensate for the difference in the matching contributions between the
         Marconi K Plans and the CSC 401(k) Plan, in accordance with the
         attached Appendix 2.1 of this part 2 of Schedule 8.

2.2      Affected Employees shall cease accruing future benefits in the Marconi
         Retirement Plan for periods after the Completion Date. The Vendor shall
         cause the Affected Employees to be fully and immediately vested in
         their accrued benefits, if any, under the Marconi Retirement Plan as of
         the Completion Date [provided that the Vendor determines within its
         discretion that such vesting satisfies the requirements of Treasury
         Regulation section 1.401(a)(4)-11(c)]. No transfer of assets nor
         liabilities from the Marconi Retirement Plan to the CSC Retirement Plan
         will occur. CSC shall permit Affected Employees to participate in the
         CSC Retirement Plan commencing upon employment with CSC in accordance
         with the terms and conditions of the CSC Retirement Plan. CSC shall
         cause CSC Retirement Plan to recognize the past service of Affected
         Employees for purposes of eligibility and vesting, but not for purposes
         of benefit accrual, to the extent such service was recognized for
         vesting purposes under the Marconi Retirement Plan immediately prior to
         the Completion Date. CSC shall uplift the base salaries of the Affected
         Employees to compensate for the difference in the contributions between
         the Marconi Retirement Plan and the CSC Retirement Plan, in accordance
         with the attached Appendix 2.2 of this part 2 of Schedule 8.

2.3      Affected Employees shall cease to participate in the Marconi Total
         Rewards program for periods after the Completion Date, except as
         otherwise specifically provided under the terms of the Marconi Total
         Rewards program or as required under section 4980B of the Code or
         section 601 of ERISA. CSC shall permit Affected Employees to
         participate in the CSC Health and Welfare Plans commencing upon
         employment with CSC in accordance with the terms and conditions of such
         plans. The CSC Health and Welfare Plans shall provide that each
         Affected Employee (and their covered dependents) shall be given credit
         for service with the Vendor (and any other companies for which such
         service was recognized under Marconi Total Rewards) for purposes of
         waiting periods except where a third party insurance provider prohibits
         the crediting of such service for such purpose. In addition, CSC will
         apply prior period(s) of health insurance coverage toward satisfaction
         of the CSC Health and Welfare Plans pre-existing condition limitations
         upon submission of Certificate(s) of


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<PAGE>

         Creditable Coverage, as defined in and permitted under the Health
         Insurance Portability and Accountability Act of 1996. Amounts that an
         Affected Employee has paid or is required to pay which have been
         applied towards the satisfaction of any deductible or out of pocket
         maximum under the medical and dental portions of the Marconi Total
         Rewards program for the Marconi Total Rewards plan year ended March 31,
         2003 will be similarly applied towards the satisfaction of any
         deductible or out of pocket maximum under the CSC Health and Welfare
         PPO and Dental Plans for the CSC Health and Welfare Plan year ended
         December 31, 2003. CSC shall uplift base salaries of the Affected
         Employees, in order to compensate for the differences between the
         Marconi Total Rewards program and the CSC Health and Welfare Plans, in
         accordance with the attached Appendix 2.3 of this Part 2 of Schedule 8.

2.4      As of the Completion Date, CSC shall credit each Affected Employee with
         a number of vacation days which shall be equal to the number of
         vacation days that such Affected Employee had accrued under the Marconi
         paid time off ("PTO") policy immediately prior to the Completion Date,
         provided that such credited days shall not exceed fifty (50) days for
         any individual Affected Employee. The vacation days so credited may be
         used by Affected Employees in accordance with CSC's general vacation
         policies. Within fifteen (15) days after the Completion Date, the
         Vendor shall transfer to CSC an amount equal to the value of the
         aggregate number of vacation days credited to Affected Employees
         pursuant to the first sentence of this paragraph. For purposes of the
         preceding sentence, the value of the number of vacation days credited
         shall be determined by multiplying the number of vacation days credited
         to each Affected Employee by such Affected Employee's daily pay rate in
         effect on the date immediately preceding the Completion Date.

         After the Completion Date, each Affected Employee shall accrue vacation
         days under CSC's vacation policy at the same rate that each such
         Affected Employee accrued PTO days under the Marconi PTO policy as of
         the Announcement Date (the "MARCONI RATE"), provided that such accrual
         shall not exceed 25 days per year for any individual Affected Employee.
         If the Marconi Rate of any Affected Employee would have otherwise
         resulted in an accrual of vacation days in excess of 25 days per year,
         then CSC shall uplift the base salary of such Affected Employee by an
         amount equal to the value of the Affected Employee's annual vacation
         days calculated using the Marconi Rate (but in no event to exceed
         thirty (30) days per year) less the value of twenty five (25) vacation
         days per year. For purposes of the preceding sentence, the value of
         vacation days shall be determined by multiplying the number of vacation
         days by any such Affected Employee's daily pay rate in effect on the
         date immediately preceding the Completion Date.


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<PAGE>

         Notwithstanding the previous paragraph, if, during any Affected
         Employee's employment with CSC, the employment service of such Affected
         Employee would result in an accrual of vacation days under CSC's normal
         vacation policy accrual rate which is in excess of that which would be
         accrued under the Affected Employee's Marconi Rate, then CSC's normal
         vacation policy accrual rate shall thereafter apply to such Affected
         Employee. For purposes of the preceding sentence, Affected Employees
         shall be given credit for service with the Vendor (and any other
         companies for which such service was recognized under the Marconi PTO
         policy as of the Announcement Date) for purposes of CSC's vacation
         policy.

2.5      Affected Employees shall be credited with twenty (20) days of initial
         sick leave under the CSC's sick leave policy and they will accrue
         additional sick leave in accordance with CSC's sick leave policy.

2.6      Affected Employees shall be entitled to Holidays equal to the greater
         of nine (9) or the number recognized at CSC's worksite at which such
         Affected Employees are employed other than optional or elected days.
         Such Holidays shall be used in accordance with CSC's general holiday
         policies.

2.7      The Parties expressly agree that none of CSC or any member of the CSC
         Group will purchase, assume, or have any obligation or liability
         whatsoever with regard to, any Seller Plan or Other Benefit Obligation.
         Furthermore, part 3 of Schedule 8 shall have no application whatsoever
         with respect to any Seller Plan or Other Benefit Obligation.

2.8      CSC shall permit Affected Employees to participate in CSC vision, life
         insurance, Code section 125, accidental death and dismemberment,
         business travel insurance, long-term disability (including CSC
         Long-Term Disability Plan), and dependent life insurance plans or
         arrangements on the same terms and conditions as other
         similarly-situated employees of CSC; provided, however, that CSC shall
         credit service to each Affected Employee for purposes of satisfying the
         pre-existing condition limitation service requirements under CSC Long
         Term Disability Plan, with such credited service equal to the period of
         time such Affected Employee was covered under the long term disability
         portion of the Marconi Total Rewards Program or the GEC-USA Employees'
         Welfare Benefit Plan as of the Completion Date.

2.9      CSC warrants that the details of the CSC 401(k) Plan, the CSC
         Retirement Plan, the CSC Health and Welfare Plans, and the CSC
         Long-Term Disability Plan are as set forth in the CSC Employee Handbook
         provided to the Vendor, and warrants that CSC has no material adverse
         change to any of the CSC 401(k) Plan, the CSC Retirement Plan, the CSC
         Health and Welfare Plans or the CSC Long-Term Disability Plan


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<PAGE>

         under serious consideration and that CSC in normal course annually
         evaluates the CSC Health and Welfare Plans in connection with the
         annual enrolment process/annual plan renewals.

2.10     If an Affected Employee commences employment with CSC on a date later
         than the date immediately following Completion, then the date
         immediately prior to the date on which such Affected Employee commences
         employment with CSC shall be referred to as the Affected Employee's
         "Deferred Employment Date," and the provisions of paragraphs 2.1, 2.2,
         2.3, 2.4 and 2.8 of this Schedule shall be determined with respect to
         such Affected Employees by substituting the term "Deferred Employment
         Date" for the term "Completion Date" wherever such term appears in
         those paragraphs.


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<PAGE>

                      APPENDIX 2.1 TO PART 2 OF SCHEDULE 8


The Salary uplift for each Affected Employee with respect to 401(k) plan
differences is [***] percent ([***]%) of base pay.

                      APPENDIX 2.2 TO PART 2 OF SCHEDULE 8

The Salary uplift for each Affected Employee with respect to retirement plan
differences is [***] per cent ([***]%) of base pay.

                      APPENDIX 2.3 TO PART 2 OF SCHEDULE 8

The Salary uplift for each Affected Employee with respect to medical, dental,
and vision benefits shall be a monthly dollar amount equal to the monthly amount
by which the total amount charged for medial, dental and vision coverage under
the CSC plans exceeds the total amount charged for such coverage on a monthly
basis under the Marconi Total Rewards. The medical, dental and vision coverage
of an Affect Employee shall be the medical, dental and vision coverage under
Marconi Total Rewards as of the date it is announced that this agreement has
been entered into by the Vendor and CSC ("ANNOUNCEMENT DATE"). If the amount
charged by CSC for such coverage does not exceed the amount charged by the
Vendor for such coverage, Salary shall not affected by reason of medical, dental
and vision coverage.

With respect to any Affected Employee who as of the Announcement Date has a
domestic partner covered for medical, dental and/or vision coverage under the
Marconi Total Rewards as of the Announcement Date, such Affected Employee shall
be given a one-time lump sum payment equal to the amount that would be charged
as of the Announcement Date under Marconi Total Rewards for eighteen (18) months
of COBRA coverage for the domestic partner.

The Salary uplift for Affected Employee who is covered by Long Term Disability
insurance coverage as of the Announcement Date under Marconi Total rewards shall
be monthly dollar amount equal to the monthly amount by which the total amount
charged for Long Term Disability insurance coverage under the CSC plans exceeds
the total amount that would be charged for such coverage on a monthly basis
under the Marconi Total Rewards as of the Announcement Date.


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PART 3 -          EMPLOYEE BENEFIT SCHEMES OTHER THAN THOSE COVERED BY PARTS 1
                  AND 2

1.       FUNDED MIXED SCHEMES

1.1      In this paragraph "MIXED SCHEMES" means the funded retirement benefits
         plans listed under Appendix 1 to this Part 3 of Schedule 8 under which
         both Employees and employees of the Vendor who are not Employees are in
         pensionable service at Completion.

1.2      Employees shall cease to participate in the Mixed Schemes in relation
         to their service after Completion.

1.3      CSC shall:

         (i)      (to the extent it has not already done so) provide (either by
                  establishing separate retirement benefits plans or under
                  existing retirement benefits plans) ("THE CSC SCHEMES")
                  benefits to such Employees (other than UK Transferring
                  Employees and US Transferring Employees) in respect of their
                  service after Completion; and

         (ii)     within one month of Completion offer membership to such
                  Employees (backdated to Completion) of a CSC Scheme on terms
                  which are agreed between the Vendor and CSC such that the
                  remuneration and benefits payable in respect of the Employees
                  in the aggregate are broadly comparable to those which applied
                  in respect of the Employees for service prior to Completion
                  and which require contributions by such Employees at rates no
                  higher than apply to them as at Completion (subject to any
                  increases or decreases in contributions which would have been
                  permissible and usual in terms of the rules of the Mixed
                  Schemes). In the event of the Parties' failure to agree, the
                  matter shall be referred to an independent actuary agreed by
                  CSC and the Vendor or (failing agreement within fourteen (14)
                  days of a written request from one party to the other to agree
                  to the appointment of such an actuary) appointed at the
                  request of CSC and the Vendor by or on behalf of the President
                  for the time being of the Institute of Actuaries. The decision
                  of any such actuary shall be final and binding on the Parties
                  and his expenses shall be borne equally by CSC and the Vendor.
                  The independent actuary shall act as an expert and not as an
                  arbitrator.


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1.4      Unless the Vendor and CSC otherwise agree in writing, arrangements
         shall be made in relation to each Employee (or Employees in the
         aggregate, where applicable) for the transfer (subject to relevant
         local legal, actuarial and regulatory requirements) of funds as
         provided in this paragraph 1 from the Mixed Schemes to CSC's Schemes.
         Such transfer shall be in full and final discharge of all liabilities
         of the Mixed Schemes to and in respect of such Employees.

1.5      The pensions transfer shall be

         (i)      (in respect of a defined contribution arrangement) an amount
                  equal to the value at Completion of the Employee's individual
                  pension account together with accumulated interest; and

         (ii)     (in respect of a defined benefit arrangement) the transfer
                  amount shall be the lesser of:

                  (a)      such capital value calculated in accordance with the
                           latest actuarial valuation of the defined benefit
                           arrangement or, where no such valuation is available
                           in accordance with terms agreed between the Vendor
                           and CSC and in the event of the Parties' failure to
                           agree calculated on a basis settled by the
                           independent actuary appointed under 1.3(ii), making
                           allowance (in accordance with that valuation or where
                           applicable the basis agreed between the Vendor and
                           CSC or recommended by the independent actuary
                           appointed under 1.3(ii)) for projected increases in
                           earnings up to the assumed date of cessation of
                           pensionable service; and

                  (b)      a share of assets of the Mixed Scheme calculated by
                           reference to the proportion of the total liabilities
                           of the Mixed Scheme attributable to Employees who are
                           members of the Mixed Scheme.

2.       UNFUNDED SCHEMES

2.1      In this paragraph:

         "UNFUNDED SCHEMES" means those unfunded retirement benefit plans in
         Germany which are described in Appendix 2 to Part 3 of this Schedule 8.

2.2      The Vendor shall deliver to CSC no later than thirty (30) days after
         Completion all relevant data, information and documents as CSC may
         reasonably require in order to enable it to calculate the accrued
         pension liabilities referred to in paragraph 2.3 below.


                                       113
<PAGE>

2.3      An actuary appointed by CSC shall calculate and agree with an actuary
         appointed by the Vendor the accrued pension liabilities in respect of
         the Unfunded Schemes for all active employees in employment as at
         thirty (30) days after Completion ("THE TRANSFER DATE") on the bases
         set out below, and shall notify the calculations in writing to CSC and
         to the Vendor within thirty (30) days after the Transfer Date. The
         bases of calculation shall be:

         2.3.1    in accordance with the standard national actuarial and
                  accounting principles, bases, policies, methods and practices
                  applicable in the relevant jurisdiction for an ongoing
                  Unfunded Scheme ("THE LOCAL BASIS"). For pension accruals, the
                  accounting rules and Section 6a of the German Income Tax Act
                  used to calculate book reserves will apply and the calculation
                  will refer to the mortality tables 1998 ("HEUBECK RICHTTAFELN
                  1998"); and

         2.3.2    additionally, in respect of the German Unfunded Schemes, in
                  accordance with accounting principles consistent with FAS87
                  and US GAAP and using the following actuarial assumptions
                  ("THE US BASIS"): [***]

2.4      CSC undertakes that any Unfunded Schemes will not be terminated and
         will continue to provide benefits to and make provisions in respect of
         the employees referred to in paragraph 2.3 on terms which are agreed
         between the Vendor and CSC to be broadly comparable to the terms which
         applied for such employees prior to Completion.

2.5      In the event of the Parties' failure to agree any of the matters
         referred to in paragraph 2.3 or 2.4 above, the matter shall be referred
         to an independent actuary agreed by the CSC and the Vendor or (failing
         agreement within fourteen (14) days of a written request from one party
         to the other to agree to the appointment of such an actuary) appointed
         at the request of CSC or the Vendor by or on behalf of the President
         for the time being of the Institute of Actuaries.

2.6      The Vendor undertakes to transfer to CSC the amount corresponding to
         the accrued pension liabilities calculated in accordance with the Local
         Basis. The amount shall be payable together with compound interest
         calculated at [***] per cent ([***]%) above the base rate of Barclays
         Bank plc accrued between the Transfer Date and the date of payment
         within thirty (30) days after it is notified of the amount of the
         calculation.

2.7      In the event that the value of the accrued pension liabilities in
         respect of the German Unfunded Schemes as at the Transfer Date
         calculated in accordance with the US Basis exceeds the value of those
         liabilities calculated in accordance with the Local Basis ("THE
         EXCESS"), the Vendor shall pay to CSC an amount equal to [***]% of the


                                       114
<PAGE>

         Excess less an amount equal to x% of [***]% of such Excess (where x is
         equal to the rate of corporation tax (Korperschaftsteuer) payable in
         Germany as at the Transfer Date). The net amount shall be payable
         together with compound interest calculated at [***]% above the base
         rate of Barclays Bank plc accrued between the Transfer Date pursuant to
         paragraph 2.3 and the date of payment pursuant to this paragraph 2.7.

3.       TRATTAMENTO DI FINE RAPPORTO

         In this paragraph:

         "TFR" means those unfunded Trattamento di Fine Rapporto arrangements in
         Italy.

3.1      Accrued unfunded liabilities in respect of the TFR will be calculated
         for all active employees in active employment at the Transfer Date in
         accordance with the accounting principles, bases, policies, methods and
         practices used by the Vendor for active employees in Italy for TFR.

3.2      The liabilities calculated in accordance with paragraph 3.1 will then
         be transferred to CSC. No liabilities will be payable in respect of ex
         members or pensioners. Such transfer shall be in full and final
         discharge of all liabilities of the Vendor under the TFR to and in
         respect of the accrued liabilities in respect of the TFR.

3.3      CSC undertakes that any TFR will not be terminated and will continue to
         provide benefits to and make provisions in respect of any Employees
         under the TFR that are transferring from the Vendor to CSC on terms
         which are agreed between the Parties to be substantially the same as
         the terms which applied for the employees referred to in paragraph 3.1
         prior to Completion.

4.         MISCELLANEOUS

4.1      CSC shall indemnify the Vendor for itself and as agent for each member
         of the Vendor Group who are employers of any of the European
         Transferring Employees or the South African Transferring Employees
         against any claim in respect of a failure by CSC to provide retirement
         or death-in-service benefits for or in respect of any European or South
         African Transferring Employee in respect of their service under the CSC
         Schemes on or after Completion of the same or equivalent level as those
         persons would have been entitled immediately before Completion.


                                       115
<PAGE>


                       APPENDIX 1 TO PART 3 OF SCHEDULE 8


                              LIST OF MIXED SCHEMES

<TABLE>
         <S>               <C>
         BRAZIL:           Brazil Retirement Plan with AIG/Unibanco

         CANADA:           Marconi Communications Optical Networks Corp. Savings
                           Plan

                           Marconi Group Retirement Savings Plan with the
                           Maritime Life Assurance Company

                           Canadian LLS Pension and S&I Plan (Defined Benefit)

         IRELAND:          Fore Systems Limited Benefit Plan

         ITALY:            Marconi Spa Company Fund for Dirigenti managed by INA
                           - Assitalia

         MEXICO:           Marconi Mexico Retirement Plan with Grupo Nacional
                           Provincial

         SOUTH AFRICA:     Marconi Retirement Fund

         UK:               MSI Pension arrangements

                           (Group Personal Pension Scheme and Group Life
                           Assurance Scheme)
</TABLE>


                                       116
<PAGE>


                       APPENDIX 2 TO PART 3 OF SCHEDULE 8


                            LIST OF UNFUNDED SCHEMES


GERMANY

The Unfunded Schemes listed below for Germany have all been agreed on in
collective agreements of Bosch Telekom GmbH or Robert Bosch GmbH. The Vendor
applies those Pensions Schemes for all its Employees transferring to CSC on
either a collective basis or an individual basis.

1.       Works Council Agreement "Pension Scheme" between management and Company
         Works Council of Bosch Telekom GmbH dated November 18, 1998.

2.       Protocol note to Works Council Agreement "Pension Scheme" between Bosch
         Telekom GmbH and Company Works Council dated November 18, 1998.

3.       Works Council Agreement "Payment Principles Capital Account Plan"
         between management and Company Works Council of Bosch Telekom GmbH.

4.       Protocol note to Works Council Agreement "Payment Conditions Capital
         Account Plan" between Bosch Telekom GmbH and Company Works Council
         dated November 18, 1998.

5.       Works Council Agreement "Transfer to Capital Account Plan RBI" between
         management and Company Works Council of Bosch Telekom GmbH dated
         November 18, 1998.

6.       Directive "Pension Scheme" concluded between Robert Bosch GmbH and
         Group Speakers Committee of managerial employees dated December 4,
         1998.

7.       Protocol note to Directive "Pension Scheme" between Robert Bosch GmbH
         and Group Speakers Committee for managerial employees dated December 4,
         1998.

8.       Directive "Payment Conditions Capital Account Plan" concluded between
         Robert Bosch GmbH and Group Speakers Committee for managerial employees
         dated December 4, 1998.

9.       Directive "Transfer to Capital Account Plan RBI" concluded between
         Robert Bosch GmbH and Group Speakers Committee for managerial employees
         dated December 4, 1998.

10.      Protocol note to Directive "Transfer to Capital Account Plan RBI"
         between Robert Bosch GmbH and Group Speakers Committee of managerial
         employees dated December 16, 1998.

11.      Protocol note to Company Works Council Agreement "Old Age Part Time
         (dated July 19, 1998)" between Robert Bosch GmbH and Company Works
         Council dated November 27, 1998.


                                       117
<PAGE>

                                        SCHEDULE 1A - FORM OF TRANSFER AGREEMENT



                                   SCHEDULE 9


                                     BUDGET


1.       OVERVIEW

         This schedule shows the baseline costs (with supporting schedules) as
         provided by Marconi along with the associated volume metrics provided
         by CSC and BT.

         In the following tables, information contained in the column headed
         "Original" is provided for information purposes only, and will be
         reviewed between the Parties following Cutover (as defined in the
         Master Services Agreement) but, for the avoidance of doubt, will not be
         verified as part of any True-up Process.

BASELINE COSTS
[***]


                                       118
<PAGE>


                                   SCHEDULE 10


                                INTERNAL SERVICES


INTERPRETATION

For the purposes of this Schedule 3 (Internal Services), the Parties acknowledge
that the services referenced below are described as obligations of the
"Supplier". Notwithstanding this, the Parties acknowledge that these services
are those which were provided by the Marconi Group from its own resources or
procured by the Marconi Group from third parties immediately prior to the date
of this Agreement.

PART 1:  SERVICES

The services described in Schedule 1 (Service Level Agreement) to the Master
Services Agreement, excluding the services described in Schedule 1 (Service
Level Agreement) to the BT Sub-Contract.

PART 2:  SITES

The sites set out in Schedule 1 (Service Level Agreement) to the Master Services
Agreement (including those sites set out in Appendices A (Sites), C (Asia-Pac
Services) and D (Transferring Out Entities)).


                                       119
<PAGE>

EXECUTION:

The Parties have shown their acceptance of the terms of this Transfer Agreement
by executing on the date first written above.



SIGNED by                                                  )
[  ]                                                       )
duly authorised for and on behalf of                       )
MARCONI AFFILIATE                                          )



SIGNED by                                                  )
[  ]                                                       )
duly authorised for and on behalf of                       )
CSC AFFILIATE                                              )


                                       120
<PAGE>
                               SCHEDULE 1B - FORM OF TRANSFER AGREEMENT (ITALY)


                                  SCHEDULE 1B

                       FORM OF TRANSFER AGREEMENT (ITALY)


<PAGE>

SCHEDULE 1B - FORM OF TRANSFER AGREEMENT (ITALY)          CONFIDENTIAL TREATMENT
                                                            REQUESTED BY MARCONI
                                                                 CORPORATION PLC

                                   SCHEDULE 1B

                        FORM OF LOCAL TRANSFER AGREEMENT

                                     (ITALY)

                                 DATED     2003


(1)      MARCONI COMMUNICATIONS S.P.A.

(2)      MARCONI SUD S.P.A.

(3)      CSC COMPUTER SCIENCES ITALIA S.P.A.

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


                          CSC LOCAL TRANSFER AGREEMENT


                                     (ITALY)
--------------------------------------------------------------------------------



                        STRICTLY PRIVATE AND CONFIDENTIAL




                          MAYER, BROWN, ROWE & MAW LLP
                                11 Pilgrim Street
                                 London EC4V 6RW

                               Tel: 020-7248 4282
                               Fax: 020-7248 8155
                            Ref: 965/764/30745.00009




<PAGE>



                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE            SUBJECT MATTER                                    PAGE
<S>               <C>                                               <C>

  1.              Definitions                                          1
  2.              Sale of IT Equipment to CSC                         12
  3.              Sale of In-Scope Contracts to CSC                   13
  4.              Termination                                         14
  5.              Conditions                                          15
  6.              Consideration                                       15
  7.              Completion                                          17
  8.              Period to Completion                                18
  9.              In-Scope Contracts                                  19
  10.             Employees                                           22
  11.             Pensions and Related Benefits                       22
  12.             Warranties                                          22
  13.             Assignment and Third Party Rights                   23
  14.             Entire Agreement                                    24
  15.             Notices                                             25
  16.             Amendments and Waivers                              26
  17.             Severability                                        27
  18.             Costs                                               27
  19.             Continuing Effect                                   27
  20.             Counterparts                                        27
  21.             Announcements and Confidentiality                   28
  22.             Dispute Resolution                                  30
  23.             Arbitration                                         31
  24.             Governing Law                                       32
  25.             Regulatory Matters                                  32
  26.             Further Assurance                                   32
  27.             Language                                            33
  28.             Indemnification Procedure                           33
</TABLE>





<PAGE>


                                    SCHEDULES


Schedule 1-       Current Contracts

                      Part 1:       IT Equipment Contracts
                      Part 2:       Maintenance Contracts
                      Part 3:       Third Party Supply Contracts
                      Part 4:       Vehicle Leases
                      Part 5:       Operating Systems Licences

Schedule 2 -      Employment Provisions

Schedule 3 -      The Employees

Schedule 4 -      Apportionment of Consideration

Schedule 5 -      Completion Arrangements

Schedule 6 -      Warranties

Schedule 7 -      Limitations on Claims

Schedule 8 -      Pensions and Related Benefits

Schedule 9 -      Budget

Schedule 10     - Internal Services

                      Part 1:       Internal IT Services
                      Part 2:       Internal Network Services



<PAGE>


                               TRANSFER AGREEMENT

DATE:

PARTIES:

(1)      MARCONI COMMUNICATIONS S.P.A., a company incorporated under the laws of
         Italy, with company number 01168770996, whose registered office is at
         Via Ludovico Calda 5, 16153 Genoa, Italy ("MCS");

(2)      MARCONI SUD S.P.A., a company incorporated under the laws of Italy,
         with company number 04159131004, whose registered office is at Via
         Ludovico Calda 5, 16153 Genoa, Italy ("MSS"); and

(3)      CSC COMPUTER SCIENCES ITALIA S.P.A, a company incorporated under the
         laws of Italy, with registered number MI 12151170151, whose registered
         office is at Via Varesina 76, 20156 Milan, Italy ("CSC");

BACKGROUND:

(A)      Marconi Corporation plc wishes to outsource the provision of certain
         information technology services to CSC International Systems Management
         Inc. on the terms of an agreement (the "MASTER SERVICES AGREEMENT")
         dated 23 May 2003.

(B)      Marconi Corporation plc and CSC International Systems Management Inc.
         have agreed that the provision of network services under the Master
         Services Agreement shall be sub-contracted by CSC International Systems
         Management Inc. to British Telecommunications plc, and the terms and
         conditions of this sub-contract are contained in an agreement between
         CSC International Systems Management Inc and British Telecommunications
         plc (the "BT SUB-CONTRACT") dated 23 May 2003.

(B)      Accordingly, the Vendor and CSC have agreed for the sale and purchase
         of certain assets and the transfer of certain employees and their
         pensions, subject to the terms of this Transfer Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS

1.1      In this Transfer Agreement the following definitions apply, unless the
         context otherwise requires:


                                       1
<PAGE>

         "AGREED RATE" means a percentage rate of interest equal to two (2) per
         cent per annum above the Barclays Bank PLC base lending rate in effect
         from time to time;

         "AGREED TERMS" means, in relation to any document, that document in the
         terms agreed between the Parties and signed or initialled for
         identification purposes only by or on behalf of each of them prior to
         execution of this Transfer Agreement;

         "APPLICABLE LEGISLATION" means any Legislation at any time relating or
         applicable to the Services or any lawful requirement or demand of any
         Competent Authority in respect of which compliance is legally
         obligatory;

         "ASSETS" means the Equipment and the In-Scope Contracts to be sold to
         and purchased by CSC under this Transfer Agreement, and "ASSET" shall
         mean any one of them;

         "ASSET TRANSFER AGREEMENT" means the agreement between Marconi
         Corporation plc and CSC International Systems Management Inc. of 23 May
         2003 providing (amongst other things) for the making of this Transfer
         Agreement;

         "BT ASSET TRANSFER AGREEMENT" means the agreement between Marconi
         Corporation plc, Marconi Communications Limited, CSC International
         Systems Management Inc. and British Telecommunications plc. of 23 May
         2003 providing (amongst other things) for the transfer of certain
         assets and staff;

         "BT LOCAL TRANSFER AGREEMENT" means an agreement entered into (or to be
         entered into) under the BT Asset Transfer Agreement for the sale and
         purchase of certain assets and/or the transfer of certain employees by
         one or more members of the Vendor Group directly or indirectly to one
         or more members of the BT Group;

         "BT GROUP" means all or any of the following from time to time: British
         Telecommunications plc, its subsidiaries and subsidiary undertakings
         and any parent undertaking of British Telecommunications plc and all
         other subsidiaries and subsidiary undertakings of any parent
         undertaking of British Telecommunications plc, and "MEMBER OF THE BT
         GROUP" shall be construed accordingly.

         "BT SUB-CONTRACT" has the meaning given to it in Background (B);

         "BUDGET" means the notional costs in respect of the services referred
         to in Schedule 10 (Internal Services), as set forth in Schedule 9
         (Budget);


                                       2
<PAGE>

         "BUSINESS DAY" means any day when clearing banks are open for business
         in the City of London for the transaction of normal banking business,
         other than a Saturday, Sunday or bank or public holiday recognised in
         England;

         "COMPLETION" means completion of the sale and purchase of such of the
         Current Contracts identified in Schedule 1 (Current Contracts) as are
         In-Scope Contracts and the sale and purchase of the IT Equipment from
         the Vendor to BT, each in accordance with Clause 7 (Completion);

         "COMPLETION DATE" means:

         (a)      27 June 2003; or

         (b)      the date of the Business Day on which the last of the
                  Conditions is satisfied or waived by Marconi Corporation plc
                  and CSC International Systems Management Inc.,

         whichever is the later.

         "CONDITIONS" means (1) the filing of any notifications and the granting
         of any consents or approvals from any Governmental Authority which is
         required to authorise within (or otherwise in respect of) the Territory
         the actions contemplated by this Transfer Agreement, the Asset Transfer
         Agreement, and the Master Services Agreement (any such agreement or
         contract being a "RELEVANT AGREEMENT"), (2) the undertaking and
         completion of all necessary consultation required either by the laws of
         any country or by any agreement in force on the date of this Transfer
         Agreement with the employees of the Vendor or any member of the Vendor
         Group or their representatives in any country in relation to the
         proposed engagement or transfer of those employees by or to CSC, and/or
         any associated measures to be taken in relation to those employees, in
         either case within (or otherwise in respect of) the Territory, as
         contemplated by any Relevant Agreement; (3) each BT Local Transfer
         Agreement for the Territory having become unconditional (save for any
         condition that this Transfer Agreement shall have become
         unconditional); and (4) Phase 1 Completion having previously occurred
         in all of the Phase 1 Territories;

         "CONSIDERATION" means the Vendor Equipment Consideration and/or the
         Vendor Contracts Consideration;

         "CONTROL" means the beneficial ownership of more than fifty per cent
         (50%) of the issued share capital with full voting rights of, or the
         legal power to direct or cause the direction of, the general management
         of the company, partnership or other entity in


                                       3
<PAGE>

         question or the holding company of the company, partnership or other
         entity in question, and "CONTROLLED" shall be construed accordingly;

         "CSC GROUP" means all or any of the following from time to time: CSC
         International Systems Management Inc., its subsidiaries and subsidiary
         undertakings and any parent undertaking of CSC International Systems
         Management Inc. and all other subsidiaries and subsidiary undertakings
         of any parent undertaking of CSC International Systems Management Inc,
         and "MEMBER OF THE CSC GROUP" shall be construed accordingly;

         "CSC SERVICE DELIVERY MANAGER" means the person appointed as such by
         CSC International Systems Management Inc from time to time;

         "CURRENT CONTRACTS" means the IT Equipment Contracts, the Maintenance
         Contracts, the Operating System Licences, the Third Party Supply
         Contracts and the Vehicle Leases;

         "DISCLOSURE LETTER" means the disclosure letter together with its
         annexures having the same date as the Asset Transfer Agreement from
         Marconi Corporation plc to CSC International Systems Management Inc, as
         updated by the matters notified to CSC prior to Completion pursuant to
         paragraph 1.3(a) of Schedule 2 (Employment Provisions);

         "EMPLOYEES" means the persons identified in Schedule 3 (Employees);

         "ENCUMBRANCE" means any encumbrance, pledge, charge, mortgage, security
         interest, lien, option, restriction on power of sale, retention of
         title arrangement or hypothecation of any kind;

         "EQUIPMENT" means the IT Equipment and the Network Equipment;

         "EQUIPMENT CONTRACTS" means the IT Equipment Contracts and the Network
         Equipment Contracts;

         "EQUIPMENT COMPLETION" means the completion of the sale by the Vendor
         to CSC of the Equipment as described in Clause 7.1(1);

         "EQUIPMENT COMPLETION DATE" means the date on which Equipment
         Completion occurs;

         "EUROPEAN COUNTRY" means any member state of the European Union at the
         date of this Transfer Agreement;


                                       4
<PAGE>

         "GOVERNMENTAL AUTHORITY" means any nation or government, any state,
         regional, provincial, territorial, local or other political subdivision
         thereof, or any supranational authority and any entity or official
         exercising executive, legislative, judicial, quasi-judicial, regulatory
         or administrative functions of or pertaining to government;

         "GROUP" means in relation to any person (other than the Vendor), all or
         any of the following from time to time: that person, its subsidiaries
         and subsidiary undertakings, any parent undertaking of that person, and
         all other subsidiaries or subsidiary undertakings of any parent
         undertaking of that person, and in the case of Marconi, the Marconi
         Group, and "MEMBER OF THE GROUP OF" any person shall mean any of those
         entities;

         "ICTA" means the Income and Corporation Taxes Act 1988 and any
         regulations made under it;

         "IN-SCOPE CONTRACT" means any Current Contract the costs of which are
         included in the Budget as verified under a True-up Process or included
         in the Charges (as defined in the Master Services Agreement) pursuant
         to a True-up Process, which remains to be fully discharged immediately
         before the Completion Date, and which is not a Retained Contract;

         "IN-SCOPE CONTRACT COMPLETION DATE" has the meaning given to it in
         Clause 3.2 (Transfer of Title);

         "INTELLECTUAL PROPERTY" means any intellectual property rights,
         including patents, utility models, copyrights, moral rights, topography
         rights, database rights, trade secrets and rights of confidence, and
         all embodiments thereof, whether tangible or intangible in all cases
         whether or not registered or registrable in any country, for the full
         term of such rights including any extension to or renewal of the terms
         of such rights and including registrations and applications for
         registration of any of these and rights to apply for the same and all
         rights and forms of protection of a similar nature or having equivalent
         or similar effect to any of these anywhere in the world;

         "INTERNAL IT SERVICES" means all or any of the services referenced in
         Part 1 of Schedule 10 (Internal Services) provided by the Vendor Group
         from its own resources or procured by the Vendor Group from third
         parties and delivered to or used by the Vendor Group at the date of
         this Transfer Agreement at the sites referenced in Part 1 of Schedule
         10 (Internal Services), and which are delivered in or from the
         Territory as of the date of this Transfer Agreement;


                                       5
<PAGE>

         "INTERNAL NETWORK SERVICES" means all or any of the services referenced
         in Part 2 of Schedule 10 (Internal Services) provided by the Vendor
         Group from its own resources or procured by the Vendor Group from third
         parties and delivered to or used by the Vendor Group at the date of
         this Transfer Agreement at the sites referenced in Part 2 of Schedule
         10 (Internal Services), and which are delivered in or from the
         Territory as of the date of this Transfer Agreement;

         "INTERNAL SERVICES" means the Internal IT Services and the Internal
         Network Services;

         "IT EQUIPMENT" means such of the hardware and information technology
         assets and equipment as are located in the Territory and either listed
         in the Vendor Asset Registers or used to provide the Internal IT
         Services, and any Leased IT Equipment title to which is acquired by the
         Vendor (or another member of the Vendor Group) before Equipment
         Completion, excluding (in either such case) the Retained Equipment;

         "IT EQUIPMENT CONTRACTS" means all hire purchase agreements, leasing
         agreements, lease purchase agreements, credit sale agreements and
         agreements for conditional sale or sale by instalments, in each case
         relating to hardware and information technology assets and equipment
         located in the Territory and used for the purposes of the Internal IT
         Services and entered into by a member of the Vendor Group, including
         those agreements listed in Part 1 of Schedule 1 (Current Contracts) and
         such agreements identified as part of a True-up Process;

         "IT SERVICES" means the services referenced in Part 1 of Schedule 10
         (Internal Services) (and for the purposes of this definition all
         references to "the Supplier" in the description of the services
         referenced in Part 1 of Schedule 10 (Internal Services) shall be deemed
         to be references to "CSC");

         "LEASED IT EQUIPMENT" means the hardware and information technology
         assets and equipment that are subject to the IT Equipment Contracts;

         "LEASED NETWORK EQUIPMENT" means the network assets and equipment that
         are subject to the Network Equipment Contracts;

         "LOSS" means any or all loss, damage, cost and expense;

         "MAINTENANCE CONTRACTS" means all agreements for, or parts of
         agreements relating to, the servicing, maintenance, repair or support
         of any of the IT Equipment or the Leased IT Equipment, or of any
         software, entered into by the Vendor (or another


                                       6
<PAGE>

         member of the Vendor Group) for the purpose of the Internal IT
         Services, including those agreements listed in Part 2 of Schedule 1
         (Current Contracts), and any such agreements identified as part of a
         True-up Process;

         "MARCONI CONTRACT MANAGER" means the person appointed as such by
         Marconi Corporation plc and notified to the other Parties from time to
         time;

         "MASTER SERVICES AGREEMENT" has the meaning given in Background (A) and
         any reference in this Transfer Agreement to terms as defined in the
         Master Services Agreement shall be a reference to the Master Services
         Agreement in the form in which it is signed on the date of this
         Transfer Agreement;

         "NETWORK EQUIPMENT" means the network assets and equipment as is
         located in the Territory and either listed in the Vendor Asset
         Registers or used to provide the Internal Network Services, and any
         Leased Network Equipment, title to which is acquired by the Vendor (or
         another member of the Vendor Group) before Equipment Completion,
         excluding (in either such case), the Retained Equipment.

         "NETWORK EQUIPMENT CONTRACTS" means all hire purchase agreements,
         leasing agreements, lease purchase agreements, credit sale agreements
         and agreements for conditional sale or sale by instalments, in each
         case relating to network assets and equipment located in the Territory
         and used for the purposes of the Internal Network Services and entered
         into by a member of the Vendor Group, including those agreements listed
         in Part 1 of Schedule 1 (Current Contracts) of the Italian BT Local
         Transfer Agreement and such agreements identified as part of a True-up
         Process;

         "NETWORK SERVICES" means the services required to be performed under
         the BT Sub-Contract;

         "OPERATING SYSTEMS LICENCES" means all licences of operating system
         software installed or running on the IT Equipment or the Leased IT
         Equipment to which the Vendor (or another member of the Vendor Group)
         is a party (and which in the case of Leased IT Equipment does not form
         part of the relevant IT Equipment Contract), including those licences
         which are listed in Part 5 of Schedule 1 (Current Contracts) and any
         such licences identified during a True-up Process, excluding
         Maintenance Contracts;

         "PARTY" means each of the Vendor and CSC;

         "PHASE 1 COMPLETION" means completion of the sale and purchase of such
         of the contracts listed in Schedule 1 (Current Contracts) to each of
         the Phase 1 Territory


                                       7
<PAGE>

         Transfer Agreements as are In-Scope Contracts (as defined in the
         relevant Phase 1 Territory Transfer Agreement) and of the IT Equipment
         (as defined in the relevant Phase 1 Territory Transfer Agreement)
         located in each of the Phase 1 Territories by the relevant member of
         the Vendor Group to the relevant member of the CSC Group, in each case
         in accordance with Clause 7 (Completion) of the applicable Phase 1
         Transfer Agreement;

         "PHASE 1 LONG STOP DATE" means 1 July 2003;

         "PHASE 1 TERRITORY" means each of the United Kingdom, Ireland and the
         United States of America and Canada;

         "PHASE 1 TERRITORY TRANSFER AGREEMENT" means an agreement entered into
         (or to be entered into) under the Asset Transfer Agreement for the sale
         and purchase of certain assets and/or the transfer of certain
         employees, in (or otherwise relating to) a Phase 1 Territory by one or
         more members of the Vendor Group to one or more members of the CSC
         Group;

         "PHASE 2 LONG STOP DATE" means the date that is twelve (12) weeks after
         Phase 1 Completion;

         "REGULATED ACTIVITIES" shall have the meaning given to it in the Master
         Services Agreement;

         "RETAINED CONTRACT" means any Current Contract which CSC elects not to
         purchase under Clause 8.2(2) (Current Contracts), or which, and only
         then to the extent it, relates to the Retained Equipment;

         "RETAINED EQUIPMENT" means all network, hardware and information
         technology assets and equipment owned by the Vendor and located outside
         the Territory or used exclusively for any purpose other than the
         Internal Services;

         "SERVICES" means the IT Services required to be performed under the
         Master Services Agreement, excluding the Network Services;

         "SOFTWARE LICENCES" means all software licences entered into by the
         Vendor (whether or not for the purposes of the Internal IT Services),
         excluding Operating Systems Licences and Maintenance Contracts;

         "TERRITORY" means Italy;


                                       8
<PAGE>

         "TERRITORY TRANSFER AGREEMENT" means an agreement entered into (or to
         be entered into) under the Asset Transfer Agreement for the sale and
         purchase of certain assets and/or the transfer of certain employees, by
         one or more a members of the Vendor Group to one or more members of the
         CSC Group;

         "THIRD PARTY SUPPLY CONTRACTS" means the contracts, engagements and
         orders for the sale or supply to the Vendor Group of goods or services
         entered into by the Vendor (or another member of the Vendor Group) for
         the purpose of the Internal IT Services, including those agreements
         listed in Part 3 of Schedule 1 (Current Contracts) and any such
         agreements identified during a True-up Process, excluding Maintenance
         Contracts;

         "TRANSACTION TAX" means any form of value added tax, stamp duty, sales
         tax, registration tax, fees or surcharges or similar tax or duty levied
         by a Governmental Authority upon the transfer of the Assets in the
         Territory, and shall include any interest or penalty incurred in
         connection with a failure or late payment thereof;

         "TRUE-UP PROCESS" shall have the meaning given to it in the Master
         Services Agreement;

         "VEHICLE LEASES" means all agreements entered into by the Vendor (or
         another member of the Vendor Group) with a third party under which
         either vehicles are leased by the Vendor (or such other member of the
         Vendor Group) for the benefit of any Employees or the Vendor (or such
         other member of the Vendor Group) guarantees an Employee's obligations
         in respect of a leased vehicle, including those agreements listed in
         Part 4 of Schedule 1 (Current Contracts), and any such agreements
         identified as part of a True-up Process;

         "VENDOR" means MCS and MSS, or any of them;

         "VENDOR ASSET REGISTERS" means the registers of network, hardware and
         other information technology assets and equipment owned by the Vendor
         in the Agreed Terms;

         "VENDOR CONTRACTS CONSIDERATION" means the consideration specified in
         Clause 6.2 (Amount of Vendor Contracts Consideration) payable by CSC to
         the Vendor;

         "VENDOR CONTROLLED GROUP" means Marconi Corporation plc and any other
         person which from time to time Controls, is Controlled by, or is under
         common Control with Marconi Corporation plc and "MEMBER OF THE VENDOR
         CONTROLLED GROUP" shall be construed accordingly;


                                       9
<PAGE>

         "VENDOR EQUIPMENT CONSIDERATION" means the consideration specified in
         Clause 6.1 (Amount of Vendor Equipment Consideration) payable by CSC to
         the Vendor;

         "VENDOR GROUP" means all or any of the following from time to time:

         (a)      Marconi Corporation plc;

         (b)      Marconi Corporation plc's wholly-owned subsidiaries and
                  wholly-owned subsidiary undertakings;

         (c)      any parent undertaking of Marconi Corporation plc and all
                  other wholly-owned subsidiaries and wholly-owned subsidiary
                  undertakings of any parent undertaking of Marconi Corporation
                  plc; and

         (d)      Marconi Communications South Africa (pty) Ltd,

         and "MEMBER OF THE VENDOR GROUP" shall be construed accordingly;

         "VENDOR PENSION SCHEME(S)" means the existing Vendor pension scheme(s)
         identified in Schedule 8 (Pensions and Related Benefits); and

         "WARRANTIES" means the warranties set out in Schedule 6 (Warranties).

1.2      INTERPRETATION

         In this Transfer Agreement:

         (a)      unless the context otherwise requires, all references to:

                  (i)      a "CLAUSE" or a "SCHEDULE" or an "APPENDIX" is to a
                           clause of or a schedule to this Transfer Agreement
                           and to a "PART" or a "PARAGRAPH" of a Schedule is to
                           a part or a paragraph of that Schedule;

                  (ii)     the word "INCLUDES" or "INCLUDING" shall be construed
                           without limitation to the generality of the preceding
                           words;

                  (iii)    this "TRANSFER AGREEMENT" includes its Schedules and
                           Appendices and references to this Transfer Agreement
                           as amended from time to time in accordance with its
                           terms (as amended accordingly);


                                       10
<PAGE>

                  (iv)     the "RIGHTS" of any person (including of any Party)
                           shall mean the rights and remedies available to that
                           person under this Transfer Agreement or otherwise;

                  (v)      "INDEMNIFY" means to indemnify and keep indemnified
                           in respect of the Loss in question and, where any tax
                           or other duty is chargeable on or in relation to the
                           Loss or its payment, then such indemnity shall be on
                           an after tax basis;

                  (vi)     a "PERSON" include any individual, firm, corporation,
                           unincorporated association, government, state or
                           agency of state, association, partnership or joint
                           venture (whether or not having a separate legal
                           personality);

                  (vii)    a "COMPANY" include any company, corporation or other
                           body corporate wherever and however incorporated or
                           established;

                  (viii)   a "DOCUMENT" are to that document as varied,
                           supplemented or replaced from time to time;

                  (ix)     "WRITING" shall include any modes of reproducing
                           words in a legible and non-transitory form;

                  (x)      "DOLLARS" or "$" is to the lawful currency of the
                           United States of America as of the Commencement Date;

                  (xi)     "EUROS" or "EUROS" is to the lawful currency of
                           participating member states of the European Monetary
                           Union as of the Commencement Date;

                  (xii)    "STERLING" or "(POUND)" or "POUNDS" is to the lawful
                           currency of the United Kingdom; and

                  (xiii)   a TIME OF THE DAY is to London time and references to
                           a "DAY" are to a period of 24 hours running from
                           midnight to midnight;

         (b)      the headings shall be ignored in construing this Transfer
                  Agreement;

         (c)      unless the context otherwise requires, words or phrases
                  importing the singular shall be interpreted to include the
                  plural and vice versa; and

         (d)      unless the context otherwise requires, a statute or statutory
                  provision is a reference to the statute or statutory provision
                  in force in England and Wales


                                       11
<PAGE>

                  and includes any consolidation or re-enactment, modification
                  or replacement of it, any statute or statutory provision of
                  which it is a consolidation, re-enactment, modification or
                  replacement and any sub-ordinate legislation in force under
                  any of the same from time to time, but without in any case
                  increasing the liability of any Party under or in connection
                  with this Transfer Agreement.

1.3      COMPANIES ACT DEFINITIONS

         In this Transfer Agreement, unless the context otherwise requires,
         words and expressions defined in the Companies Act 1985 shall bear the
         meaning ascribed to them in that Act to the exclusion of any definition
         of the same words or expression in any other Legislation (as defined in
         the Master Services Agreement).

1.4      DELIVERY OF INTERNAL SERVICES

         Where it falls to be determined where any Internal Services are
         delivered, no account shall be taken of any Internal Services delivered
         to any person by reason only of that person being temporarily located
         in a particular country.

1.5      NO LIABILITY

(1)      No Party shall be liable for a breach of this Transfer Agreement by any
         other Party save as expressly provided to the contrary in this Transfer
         Agreement.

2.       SALE OF EQUIPMENT TO CSC

2.1      EQUIPMENT BEING SOLD TO CSC

(1)      Subject to the terms of this Transfer Agreement, the Vendor shall (or
         shall procure that another member of the Vendor Group shall) sell and
         CSC shall purchase the Equipment.

(2)      The Retained Equipment is excluded from the sale and purchase to which
         Clause 2.1(1) refers.

2.2      TRANSFER OF TITLE OF EQUIPMENT TO CSC

         Legal and equitable title to, and risk in, the Equipment shall pass by
         delivery to CSC on Equipment Completion.


                                       12
<PAGE>

3.       SALE OF IN-SCOPE CONTRACTS TO CSC

3.1      IN-SCOPE CONTRACTS BEING SOLD

(1)      Subject to the terms of this Transfer Agreement, the Vendor shall (or
         shall procure that another member of the Vendor group shall) sell and
         CSC shall (or shall procure that another member of the CSC Group shall)
         purchase, subject to any necessary consent of a third party, the
         benefit (subject to the burden) of the In-Scope Contracts.

(2)      The following shall be excluded from the sale and purchase to which
         Clause 3.1(1) refers:

         (a)      the Retained Contracts; and

         (b)      all Software Licences.

3.2      TRANSFER OF TITLE

(1)      Subject to Clause 3.2(2) and to obtaining any necessary consent of a
         third party, legal and equitable title to, and risk in the In-Scope
         Contracts:

         (a)      identified in Schedule 1 (Current Contracts) shall pass to CSC
                  (or to such other member of the CSC Group as CSC may nominate)
                  on the Completion Date; and

         (b)      identified during any True-up Process shall pass to CSC (or to
                  such other member of the CSC Group as CSC may nominate) on the
                  later of the Completion Date or the date falling five (5)
                  Business Days after the relevant contract is so identified.

(2)      Where any In-Scope Contract under this Transfer Agreement also
         comprises an "In-Scope Contract" under any other Territory Transfer
         Agreement, and subject to obtaining any necessary consent of a third
         party, legal and equitable title to and risk in such In-Scope Contract:

         (a)      identified in Schedule 1 (Current Contracts) shall pass to CSC
                  (or such other member of the CSC Group as CSC may nominate) on
                  the date (the "FINAL COMPLETION DATE") on which the last
                  Completion occurs under this Transfer Agreement and any other
                  Territory Transfer Agreement under which the In-Scope Contract
                  in question is also an In-Scope Contract (and for these
                  purposes, such reference "Completion" shall have the meaning
                  given to it in the relevant Transfer Agreement or other
                  Territory Transfer Agreement); and


                                       13
<PAGE>

         (b)      identified during any True-up Process shall pass to CSC (or
                  such other member of the CSC Group as CSC may nominate) on the
                  occurrence of the Final Completion Date or the date falling
                  five (5) Business Days after the relevant contract is so
                  identified, whichever is the later.

(3)      The relevant date on which title to a particular In-Scope Contract
         passes (or would pass as set out in (Clauses 3.2(1) or 3.2(2), but for
         the need to obtain any necessary consent of a third party) in each case
         being the "IN-SCOPE CONTRACT COMPLETION DATE" in relation to that
         In-Scope Contract.

4.       TERMINATION

4.1      TERMINATION

         This Transfer Agreement shall terminate with immediate effect on the
         earlier of the following:

         (a)      termination of the Asset Transfer Agreement either in its
                  entirety or in relation to the Territory; or

         (b)      if all of the Conditions have not been satisfied or waived by
                  Marconi Corporation plc and CSC International Systems
                  Management Inc on or before the Phase 2 Long Stop Date, on the
                  Phase 2 Long Stop Date,

         except that this Transfer Agreement shall not so terminate where
         Completion has already occurred.

4.2      CONSEQUENCES OF TERMINATION

(1)      Subject to Clauses 4.2(2) to (4), termination of this Transfer
         Agreement shall not affect the rights of the Parties which have accrued
         before termination.

(2)      Where this Transfer Agreement terminates under Clause 4.1
         (Termination), CSC shall not have any claim for breach of any of the
         Warranties and all (if any) liability of the Vendor in respect of any
         such breach shall be entirely discharged.

(3)      Where this Transfer Agreement terminates on or after Completion, the
         provisions of the Master Services Agreement shall apply in relation to
         any disposition of the IT Equipment by CSC to the Vendor.

(4)      For the avoidance of doubt, nothing in this Clause 4.2 shall preclude
         the Vendor from including in any claims for damages (on the grounds of
         wasted expenditure or


                                       14
<PAGE>

         otherwise) amounts in respect of Charges for Transition Services paid
         by the Vendor on or before the date of termination of this Transfer
         Agreement and the rights and remedies contained in this Clause 4.2 are
         cumulative and are not exclusive of any rights or remedies provided by
         law or otherwise.

5.       CONDITIONS

5.1      CONDITIONS

(1)      Until all of the Conditions to be satisfied in the Territory are
         satisfied or are waived by Marconi Corporation plc and CSC
         International Management Systems Inc:

         (a)      neither the Vendor nor CSC shall be obliged to sell, purchase
                  or pay for, or to procure the sale, purchase of or payment
                  for, the Equipment in accordance with Clause 2 (Sale of
                  Equipment to CSC); and

         (b)      neither the Vendor nor CSC shall be obliged to sell, purchase
                  or pay for, or to procure the sale, purchase of or payment
                  for, the In-Scope Contracts in accordance with Clause 3 (Sale
                  of In-Scope Contracts to CSC).

5.2      WARRANTIES

(1)      Until Completion has occurred, CSC shall not have any claim for breach
         of any of the Warranties.

(2)      Once Completion has occurred, nothing in Clause 5.2(1) shall thereafter
         affect any claim of CSC for breach of any of the Warranties (which it
         would otherwise have), including with respect to any Loss otherwise
         recoverable under this Transfer Agreement which may have been incurred
         before Completion.

6.       CONSIDERATION

6.1      AMOUNT OF VENDOR EQUIPMENT CONSIDERATION

         The consideration payable to the Vendor for the sale of the Equipment
         under this Transfer Agreement (the "VENDOR EQUIPMENT CONSIDERATION")
         shall be the sum of (pound)[***] which shall be satisfied by CSC in
         cash on Equipment Completion.

6.2      AMOUNT OF THE VENDOR CONTRACT CONSIDERATION

         The consideration payable to the Vendor for the sale of the In-Scope
         Contracts under this Transfer Agreement (the "VENDOR CONTRACTS
         CONSIDERATION") shall be the sum of (pound)[***], which shall be
         satisfied by CSC in cash on Completion.


                                       15
<PAGE>

6.3      APPORTIONMENT

         The Consideration shall be apportioned between the various classes of
         Assets as set out in Schedule 4 (Apportionment of Consideration) and as
         so apportioned shall be adopted by the Parties for all purposes
         including tax and stamp duty.

6.4      TRANSACTION TAXES

(1)      Subject to Clause 6.4(2), the Vendor Equipment Consideration and the
         Vendor Contracts Consideration are expressed (as between the Parties)
         to be exclusive of any Transaction Taxes, which shall be for the
         account of the payer of the Consideration in question.

(2)      Notwithstanding Clause 6.4(1), to the extent that CSC incurs
         registration tax on (or otherwise in respect thereof) the Vendor
         Contracts Consideration or the Vendor Equipment Consideration, that tax
         shall be for the account of the Vendor;

(3)      Where a Party is liable to another in respect of Transaction Taxes (or
         required to bear such taxes for which another Party is liable to the
         relevant Governmental Authority) pursuant to this Clause 6.4 or Clause
         4.2(4), it shall pay those Transaction Taxes not less than three (3)
         Business Days before the date on which the relevant other Party is
         required to account to a Governmental Authority or to another Party for
         the Transaction Taxes in question or, if later, once it has received a
         valid VAT, sales tax or comparable invoice for them from the relevant
         other Party.

(4)      The Parties undertake to consult and to co-operate with each other to
         take, so far as is reasonable, such actions as may be required to
         optimise their taxation position and their position as regards legal
         and regulatory compliance, arising from this Transfer Agreement.

(5)      Each of the Vendor and CSC warrants and undertakes to each other that:

         (a)      it is and shall continue to be for all purposes under this
                  Transfer Agreement tax resident and registered for VAT in the
                  Territory; and

         (b)      subject to Clause 6.6 (Invoicing and Method of Payment), all
                  sales and payments to be made by it (or which it is obliged to
                  procure) pursuant to this Transfer Agreement shall be made
                  from the Territory.


                                       16
<PAGE>

6.5      TAX FILINGS & AUDITS

(1)      Prior to lodging any tax filing that could reasonably be expected to
         give rise to registration tax payable by the Vendor under Clause 6.4(2)
         ("RELEVANT TAX FILING"), CSC shall consult with the Vendor and consider
         any reasonable position proposed by the Vendor with respect to that
         part of the Relevant Tax Filing which relates to or could reasonably be
         expected to affect the Vendor's liability under Clause 6.4(2), with a
         view to optimising the taxation position of both of the Parties.

(2)      CSC shall promptly notify the Vendor upon becoming aware that a tax
         audit, examination, contest or other tax proceeding is or may be
         carried out by any Governmental Authority which relates to or could
         reasonably be expected to affect the Vendor's liability under Clause
         6.4(2) ("RELEVANT TAX PROCEEDINGS"). The Vendor shall have the right to
         participate at its own expense in any Relevant Tax Proceedings
         (including without limitation by participating in any discussions or
         negotiations between CSC and the Governmental Authority) and CSC agrees
         to consult with the Vendor and keep the Vendor fully informed of all
         material matters relating to the conduct thereof and to promptly
         provide the Vendor with all material correspondence relating thereto.
         CSC shall not make any settlement of any Relevant Tax Proceedings which
         could affect the Vendor's liability under Clause 6.4(2) without the
         consent of the Vendor, such consent not to be unreasonably withheld or
         delayed.

6.6      INVOICING AND METHOD OF PAYMENT

(1)      Each Party which is to receive a payment under this Transfer Agreement
         shall, before such payment is made or (where this is not practicable)
         as soon as practicable thereafter, deliver to the payer a valid VAT,
         sales tax or comparable invoice therefor.

(2)      The Parties acknowledge that each payment of Vendor Equipment
         Consideration and Vendor Contracts Consideration to be made under this
         Transfer Agreement shall be made on its behalf in accordance with the
         Asset Transfer Agreement.

7.       COMPLETION

7.1      COMPLETION

(1)      Equipment Completion shall take place on the Completion Date.

(2)      Subject to obtaining any necessary consent of a third party, completion
         of the sale and purchase of the In-Scope Contracts identified in
         Schedule 1 (Current Contracts) shall occur on the Completion Date.


                                       17
<PAGE>

7.2      COMPLETION ARRANGEMENTS

         At Equipment Completion and on each In-Scope Contract Completion Date,
         each Party shall do those things for which it has responsibility in
         relation to the Asset in question as are listed in Schedule 5
         (Completion Arrangements).

8.       PERIOD TO COMPLETION

8.1      VENDOR OBLIGATIONS IN RESPECT OF THE IT EQUIPMENT AND THE LEASED IT
         EQUIPMENT

         The Vendor undertakes to CSC to procure that during the period
         commencing on the date of this Transfer Agreement and ending on
         Completion:

         (a)      so far as is necessary for the provision of the Services, the
                  IT Equipment and the Leased IT Equipment is maintained,
                  repaired and serviced so as to ensure it is maintained in the
                  same condition as the IT Equipment is in at the date of this
                  Transfer Agreement, fair wear and tear excepted;

         (b)      so far as is necessary for the provision of the Services,
                  (subject to CSC's consent, not to be unreasonably withheld)
                  items of IT Equipment and Leased IT Equipment are replaced
                  where those items have been lost or damaged beyond economic
                  repair, and in these circumstances the replacement item, if
                  owned by the Vendor or a member of the Vendor Group, shall be
                  entered in the Vendor Asset Register and in any other case the
                  agreement relevant to the replacement item shall be included
                  in Part 1 of Schedule 1 (Current Contracts), both of which
                  shall be amended accordingly; and

         (c)      the IT Equipment and the Leased IT Equipment is insured
                  against all the usual risks with a reputable insurance company
                  for the full replacement value of the IT Equipment and the
                  Leased IT Equipment and that the interest of CSC is noted upon
                  any policy of insurance and a copy thereof supplied to CSC.

8.2      CURRENT CONTRACTS

(1)      Where any In-Scope Contract is renewed or any new contract or
         arrangement relating to any Internal IT Services is entered into by any
         member of the Vendor Group whilst those Internal IT Services are being
         provided by the Vendor Group, the relevant Part of Schedule 1 (Current
         Contracts) shall be amended by including reference to any such renewed
         or new contract or arrangement, as the case may be.


                                       18
<PAGE>

(2)      If once the terms of any Current Contract (which but for the exercise
         of CSC's rights under this Clause 8.2(2) would constitute an In-Scope
         Contract) have been disclosed to CSC, CSC is of the reasonable opinion
         that either:

         (a)      any of the non-financial terms of that Current Contract are
                  other than reasonably consistent with conventional practice
                  for agreements of the kind in question (including, without
                  limitation, by virtue of that Current Contract containing any
                  limitation of liability which is unreasonably low or
                  containing a provision which materially restricts the conduct
                  of the business of any member of the CSC Group other than
                  directly in respect of the provision of services under the
                  Master Services Agreement); or

         (b)      to comply with any of the terms of that Current Contract would
                  place CSC in breach of any Applicable Legislation, any third
                  party rights or any contract it may have with a third party,

         then CSC may within five (5) Business Days of such disclosure elect by
         notice in writing to the Vendor not to purchase that Current Contract.

(3)      Notwithstanding Clause 9 (In Scope Contracts), CSC shall not be liable
         to perform any obligations under any In-Scope Contract unless and until
         the terms of such obligations have been disclosed to CSC in all
         material respects.

(4)      Any Current Contract shall cease to be subject to this Clause 8.2 if
         CSC elects not to purchase it under Clause 8.2(2).

9.       IN-SCOPE CONTRACTS

9.1      SEEKING CONSENTS TO SUBSTITUTION

         The Vendor shall after execution of this Transfer Agreement use
         reasonable endeavours to procure that the other parties to the In-Scope
         Contracts shall, where that consent is necessary, consent in the Agreed
         Terms:

         (a)      to the substitution of CSC (or such member of the CSC Group as
                  CSC may nominate) in the place of the relevant member of the
                  Vendor Group as a party to the relevant In-Scope Contract; and

         (b)      to any continuing use of the subject matter of the In-Scope
                  Contracts where the use is required (after the substitution)
                  to enable the Vendor Group effectively to receive the benefit
                  of the Services,


                                       19
<PAGE>

         in each case with effect from the relevant In-Scope Contract Completion
         Date. CSC shall provide such assistance as the Vendor may reasonably
         require in procuring those consents.

9.2      PERFORMANCE AND ENJOYMENT OF IN-SCOPE CONTRACTS

(1)      In any case where the consent referred to in Clause 9.1 (Seeking
         consents to substitution) is required but shall be refused or otherwise
         not obtained, then, the following shall apply in respect of the
         relevant In-Scope Contract with effect from the In-Scope Contract
         Completion Date applicable to the In-Scope Contract in question until
         such consent shall be obtained and subject to Clause 9.2(2):

         (a)      the Vendor shall hold the In-Scope Contract and any monies,
                  goods or other benefits received under the In-Scope Contracts
                  on trust for CSC (or for such member of the CSC Group as CSC
                  may nominate) and shall, immediately upon receipt of the same,
                  account for and pay to CSC (or its nominee) all those monies,
                  goods and other benefits;

         (b)      CSC (or such member of the CSC Group as CSC may nominate)
                  shall (if sub-contracting or agency is not precluded under the
                  relevant In-Scope Contract) as sub-contractor or agent for the
                  Vendor perform on behalf of the Vendor (but at CSC's or its
                  nominee's expense) all the obligations of the Vendor arising
                  under the relevant In-Scope Contract after the In-Scope
                  Contract Completion Date applicable to that In-Scope Contract;

         (c)      where sub-contracting and agency are precluded under the
                  In-Scope Contract, the Vendor shall continue to be the Party
                  responsible to perform and discharge the In-Scope Contract but
                  in so doing shall act only in accordance with the directions
                  of CSC (or for such member of the CSC Group as CSC may
                  nominate) and CSC shall procure that the Vendor is provided
                  with all reasonable facilities and assistance to enable the
                  Vendor to perform, operate, monitor and discharge the In-Scope
                  Contract.

9.3      (2)      [***][***]SET-OFFS AND COUNTERCLAIMS

         If any person making payment of any sum pursuant to an In-Scope
         Contract after the In-Scope Contract Completion Date (the benefit of
         which payment in each case is in accordance with the terms of this
         Transfer Agreement to accrue to CSC or its nominee), shall claim any
         right of set-off or counterclaim in respect of any act or thing done or
         omitted to be done by the Vendor or a member of the Vendor Group prior
         to the In-Scope Contract Completion Date, the Vendor shall immediately

                                       20
<PAGE>

         account to CSC or as it may direct, for an amount equal to the
         difference between the payment which would have been received had no
         such right of set-off or counterclaim been exercised or claimed and the
         payment actually received.

9.4      PERFORMANCE OF IN-SCOPE CONTRACTS

(1)      CSC undertakes that it will (or shall procure that another member of
         the CSC Group will), at its own cost, carry out and complete for its
         own account the In-Scope Contracts to the extent that they have not
         been fully performed before the In-Scope Contract Completion Date.

(2)      CSC shall indemnify (or, as appropriate, shall procure that CSC's
         nominee under Clause 9.2(1)(b) shall indemnify) the Vendor against or
         reimburse the Vendor for any payment required to be made or other
         liability incurred by the Vendor under or in relation to each In-Scope
         Contract in respect of the period after the In-Scope Contract
         Completion Date applicable to that In-Scope Contract, except to the
         extent that the payment or liability shall arise wholly or partly as a
         result of the failure by the Vendor duly to perform and comply with the
         terms of the In-Scope Contract on or prior to the applicable In-Scope
         Contract Completion Date;

(3)      The Vendor shall:

         (a)      continue to be responsible for, and shall duly and promptly
                  pay and discharge all debts, liabilities and obligations
                  outstanding under or in relation to the In-Scope Contracts as
                  at the applicable In-Scope Contract Completion Date and which
                  relate to the period ending on the applicable In-Scope
                  Contract Completion Date or arising by reason of any act or
                  omission by the Vendor or any other member of the Vendor Group
                  on or prior to the applicable In-Scope Contract Completion
                  Date; and

         (b)      indemnify CSC against any payment required to be made and any
                  and all other liability CSC or any members of the CSC Group
                  may incur under in connection with the In-Scope Contract on or
                  in respect of the period prior to the applicable In-Scope
                  Contract Completion Date.

9.5      NO ASSIGNMENT OF NON-ASSIGNABLE CONTRACTS

         Neither this Transfer Agreement nor any action carried out in pursuance
         of it shall constitute an assignment or attempted assignment or
         declaration of trust of any In-Scope Contract or the benefit thereof
         which is not assignable or which cannot be made without the consent of
         another person if that assignment or attempted


                                       21
<PAGE>

         assignment or declaration would constitute a breach of that In-Scope
         Contract or an infringement of Intellectual Property, except to the
         extent that the consent is obtained.

10.      EMPLOYEES

         The provisions of Schedule 2 (Employment Provisions) shall apply with
         regard to the Employees.

11.      PENSIONS AND RELATED BENEFITS

         The provisions of Schedule 8 (Pensions and Related Benefits) shall
         apply with regard to the pensions and related benefits of the
         Employees.

12.      WARRANTIES

12.1     WARRANTIES

         The Vendor warrants to CSC that the Warranties are true, accurate and
         not misleading as at the date of this Transfer Agreement.

12.2     LIMITATIONS ON CLAIMS

         The liability of the Vendor under the Warranties or any other provision
         of this Transfer Agreement shall (except in the case of fraud) be
         limited as set out in Schedule 7 (Limitations on Claims). The rights
         and remedies of CSC in respect of any breach of Warranty by the Vendor
         shall not be affected by (i) completion of the purchase of the Assets;
         or (ii) by any investigation or inquiry made or to be made by or on
         behalf of CSC following the date of this Transfer Agreement.

12.3     STATUS OF WARRANTIES

         CSC acknowledges that in entering into this Transfer Agreement and each
         of the other documents referred to herein it has not relied on any
         other statement, representation, act, fact, circumstance or warranty
         save and except for the Warranties and neither CSC nor any member of
         the CSC Group shall, save in the case of fraud or fraudulent
         misrepresentation, have any right of recovery or remedy in respect of a
         breach of the Warranties or of Clause 12.6 (Mutual Representations)
         save as expressly provided in this Transfer Agreement or the Asset
         Transfer Agreement.

12.4     NO RIGHT OF A PARTY TO RESCIND

         The sole remedy of CSC for breach by the Vendor of the Warranties and
         the sole remedy of each Party for a breach by any other Party of Clause
         12.6 (Mutual


                                       22
<PAGE>

         Representations) shall be damages and each Party acknowledges that it
         shall have no right to rescind this Transfer Agreement in any
         circumstances and irrevocably waives any other remedies it may have in
         relation to a breach by any other Party of the Warranties or Clause
         12.6 (Mutual Representations) provided that nothing in this Clause
         shall operate to exclude any Party's liability for fraudulent
         misrepresentation.

12.5     MEANING OF "SO FAR AS THE VENDOR IS AWARE"

         If any of the Warranties are expressed to be given "so far as the
         Vendor is aware" or "to the best of the knowledge information and
         belief of the Vendor", or words to that effect, then such expression
         shall be deemed to include an additional statement to the effect that
         the relevant Warranty has been made after reasonable enquiries.

12.6     MUTUAL REPRESENTATIONS

         Each Party represents to each other Party that it has full power and
         authority to execute, deliver and perform its obligations under this
         Transfer Agreement and that there are no existing agreements or
         arrangements with third parties, the terms of which prevent such Party
         from entering into or performing its obligations under this Transfer
         Agreement.

12.7     WAIVER OF RIGHTS

         The Vendor agrees with CSC to waive any rights or claims which it may
         have in respect of any misrepresentation, inaccuracy or omission in, or
         from, any information or advice supplied or given by any of the
         Employees on which the Vendor or a member of the Vendor Group may have
         relied in connection with the giving of the Warranties and the
         preparation of the Disclosure Letter.

12.8     EXCLUSION OF IMPLIED TERMS

         All warranties, conditions, or terms not set out in this Agreement and
         which would otherwise be implied or incorporated into this Agreement by
         reason of statute, common law or otherwise (other than as to the title
         to goods) are hereby excluded, except to the extent they may not be
         excluded or limited by law.

13.      ASSIGNMENT AND THIRD PARTY RIGHTS

13.1     ASSIGNMENT

         (a)      Either CSC or the Vendor may assign all or any of its rights
                  or transfer all or any of its rights, obligations and
                  liabilities under this Transfer Agreement to


                                       23
<PAGE>

                  any member of its Group which is, for all purposes under this
                  Transfer Agreement, tax resident and registered for VAT in the
                  Territory (provided that if any such assignee or transferee
                  ceases at any time to be a member of the relevant Group or so
                  resident or so registered for VAT it shall, at the request of
                  the Vendor (in the case of an assignment by CSC) or CSC (in
                  the case of an assignment by the Vendor), immediately reassign
                  and re-transfer all such rights, obligations and liabilities
                  to a remaining member of the Group which is so resident and so
                  registered for VAT), and the Vendor (in the case of an
                  assignment by CSC) or CSC (in the case of an assignment by the
                  Vendor) consents to such an assignment or transfer and will
                  execute all deeds or other documents, and do all such acts as
                  the assigning Party may reasonably require in order to give
                  effect to such assignment or transfer. Any such assignment or
                  transfer shall not affect the assigning or transferring
                  Party's outstanding obligations or liabilities under this
                  Transfer Agreement for which it shall continue to remain
                  liable in the event the Party receiving the assignment of the
                  relevant rights, obligations and liabilities should fail to
                  meet their obligations or liabilities in relation thereto.

         (b)      Except as permitted under Clause 13.1(a), neither CSC nor the
                  Vendor may assign or transfer any of its rights, obligations
                  or liabilities under this Transfer Agreement without the prior
                  written consent of the other, such consent not to be
                  unreasonably withheld.

         (c)      Following any permitted assignment or transfer under Clause
                  13.1(a), any reference in this Transfer Agreement to the
                  Vendor or CSC (as the case may be) shall, where the context
                  allows, include a reference to the assignee or transferee (as
                  the case may be). Any permitted assignee or transferee shall
                  be treated for all purposes as if it had been an original
                  Party to (and been granted the relevant rights under) this
                  Transfer Agreement.

13.2     NO RIGHTS OF THIRD PARTIES

         The Parties do not intend any provision of this Transfer Agreement to
         be enforceable pursuant to the Contracts (Rights of Third Parties) Act
         1999.

14.      ENTIRE AGREEMENT

14.1     ENTIRE AGREEMENT

         This Transfer Agreement, the Asset Transfer Agreement and the Master
         Services Agreement, together represent the entire agreement between the
         Parties in relation to


                                       24
<PAGE>

         the sale and purchase of the Assets and supersede any previous
         agreement, whether written or oral, between the Parties in relation to
         that subject matter.

14.2     NO LIABILITY UNLESS STATEMENT MADE FRAUDULENTLY

         No Party shall have any liability in respect of any misrepresentation
         or other statement (apart from the Warranties and the representation
         and warranty contained in Clause 12.6 (Mutual Representations)) being
         false, inaccurate and/or incomplete unless it was made fraudulently.

15.      NOTICES

15.1     NOTICES

         All notices and other communications relating to this Transfer
         Agreement:

         (a)      shall be in English and in writing;

         (b)      shall be delivered by hand or sent by post or facsimile;

         (c)      shall be delivered or sent to the Party concerned at the
                  relevant address or number, as appropriate, and marked all as
                  shown in Clause 15.2 (Initial details) (subject to such
                  amendments as may be notified from time to time in accordance
                  with this Clause by the relevant Party to the other Parties);

         (d)      may in the case of any claim form, judgment or other notice of
                  process on any Party be delivered or sent to their respective
                  registered offices from time to time; and

         (e)      shall take effect:

                  (i)      if delivered, upon delivery;

                  (ii)     if posted, at the earlier of the time of delivery and
                           (if posted in the United Kingdom by first class
                           registered post) 10 am on the second Business Day
                           after posting; or

                  (iii)    if sent by facsimile, when a complete and legible
                           copy of the communication, whether that sent by
                           facsimile or a hard copy sent by post or delivered by
                           hand, has been received at the appropriate address,


                                       25
<PAGE>

         provided that if any communication would otherwise become effective on
         a non-Business Day or after 5 pm on a Business Day, it shall instead
         become effective at 10 am on the next Business Day.

15.2     INITIAL DETAILS

         The initial details for the purposes of Clause 15.1 (Notices) are:

         PARTY:                 THE VENDOR

         Address:               Marconi Communications S.p.A.
                                Via Ludovico
                                Calda 5,
                                16153 Genoa,
                                Italy
         Facsimile No:          +39 010 60 11 733
         Marked for
         the Attention of:      Anna Calcagno

         With a copy to:        Senior Vice President-Information Technology
         Address:               1000 Marconi Drive
                                Warrendale, Pennsylvania
                                USA, 15086
         Facsimile No:          +1 724 742 7055

         PARTY:                 CSC

         Address:               CSC Computer Sciences Italia S.p.A
                                Via Varesina 76
                                20156 Milan, Italy
         Facsimile No:          +39 02 3341 2431
         Marked for
         the Attention of:      Chief Executive

         With a copy to:        H. Dan Fisk, Esq.
         Facsimile No:          +1 310 322 9767

16.      AMENDMENTS AND WAIVERS

16.1     AMENDMENTS TO BE IN WRITING

         No amendment or variation of the terms of this Transfer Agreement shall
         be effective unless it is made or confirmed in a written document
         signed by all the Parties provided that the agreement of CSC to any
         such amendment or variation shall not be unreasonably withheld or
         delayed.


                                       26
<PAGE>

16.2     WAIVERS

         No delay in exercising or non-exercise by any Party of any of its
         rights under or in connection with this Transfer Agreement shall
         operate as a waiver or release of that right. Rather, any such waiver
         or release must be specifically granted in writing signed by the Party
         granting it.

17.      SEVERABILITY

         If any part of any provision of this Transfer Agreement shall be
         illegal, invalid or unenforceable in any respect, then the remainder of
         such provision and all other provisions of this Transfer Agreement
         shall remain valid and enforceable, and the remaining rights,
         obligations and liability of the Parties under this Transfer Agreement
         shall not be affected or impaired.

18.      COSTS

         Except where this Transfer Agreement provides otherwise, each Party
         shall be responsible for all the costs, charges and expenses incurred
         by it in connection with and incidental to the preparation and
         completion of this Transfer Agreement, the other documents referred to
         in this Transfer Agreement and the sale and purchase under this
         Transfer Agreement.

19.      CONTINUING EFFECT

         Each provision of this Transfer Agreement shall continue in full force
         and effect after Completion, except to the extent that a provision has
         been fully performed on or before Completion.

20.      COUNTERPARTS

20.1     ANY NUMBER OF COUNTERPARTS

         This Transfer Agreement may be executed in any number of counterparts,
         and by the Parties on separate counterparts, but shall not be effective
         until all Parties have executed at least one counterpart.

20.2     EACH COUNTERPART AN ORIGINAL

         Each counterpart shall constitute an original of this Transfer
         Agreement, but all the counterparts shall together constitute but one
         and the same instrument.


                                       27
<PAGE>

21.      ANNOUNCEMENTS AND CONFIDENTIALITY

21.1     NO ANNOUNCEMENTS WITHOUT PRIOR APPROVAL

         Subject to Clause 21.2 (Announcement exceptions), the Parties mutually
         agree that no press or other public announcements (whether to
         shareholders, employees, customers, suppliers or otherwise) shall be
         made or sent out by them in respect of the subject matter of this
         Transfer Agreement or any ancillary matter without the text of the
         announcement receiving the prior written approval of all of the Parties
         (that approval not to be unreasonably withheld or delayed).

21.2     ANNOUNCEMENT EXCEPTIONS

         Any Party may make or send out any press or public announcement to the
         extent the announcement is:

         (a)      required by the law of any relevant jurisdiction;

         (b)      required by any securities exchange or regulatory or
                  Governmental Authority to which any Party is subject or
                  submits, wherever situated, including NASDAQ, the Securities
                  and Exchange Commission of the United States of America, the
                  London Stock Exchange, the UK Listing Authority or the
                  Takeovers and Mergers Panel, whether or not the requirement
                  for information has the force of law,

         in which case, the announcement shall only be made or sent out after
         consultation with (and after taking into account the reasonable
         requirements of) the other Parties as to the content of the
         announcement.

21.3     CONFIDENTIALITY

         Subject to Clause 21.1 (No announcements without prior approval), each
         Party shall treat as strictly confidential all information received or
         obtained as a result of entering into or performing this Transfer
         Agreement which relates to:

         (a)      the provisions of this Transfer Agreement or the other
                  documents referred to in this Transfer Agreement;

         (b)      the negotiations relating to this Transfer Agreement; or

         (c)      the other Parties.


                                       28
<PAGE>

21.4     CONFIDENTIALITY EXCEPTIONS

         Any of the Parties may disclose information referred to in Clause 21.3
         (Confidentiality) which would otherwise be confidential if and to the
         extent the disclosure is:

         (a)      required by the law of any relevant jurisdiction;

         (b)      required by any securities exchange or regulatory or
                  Governmental Authority to which any Party is subject or
                  submits, wherever situated, including NASDAQ, the Securities
                  and Exchange Commission of the United States of America, the
                  London Stock Exchange, the UK Listing Authority or the
                  Takeovers and Mergers Panel, whether or not the requirement
                  for disclosure has the force of law;

         (c)      required to vest in that Party the full benefit of this
                  Transfer Agreement in any of the parties;

         (d)      disclosed to the professional advisers, auditors or bankers of
                  that Party or any other member of its Group;

         (e)      disclosed to the officers or employees of that Party or any
                  other member of its Group who need to know the information for
                  the purposes of the transactions effected or contemplated by
                  this Transfer Agreement subject to the condition that the
                  Party making the disclosure shall procure that those persons
                  comply with Clause 21.3 (Confidentiality) as if they were
                  parties to this Transfer Agreement;

         (f)      of information that has already come into the public domain
                  through no fault of that Party;

         (g)      of information of the kind referred to in Clause 21.2(b)
                  (Confidentiality) which is already lawfully in the possession
                  of that Party (and not subject to any obligation of
                  confidentiality owed to any other Party) as evidenced by its
                  or its professional advisers' written records; or

         (h)      approved by the Parties having given prior written approval to
                  the disclosure,

         provided that any information disclosed pursuant to paragraph (a) or
         (b) of this Clause 21.4 shall be disclosed only after notice to the
         other Parties and the disclosing Party shall take reasonable steps to
         co-operate with the other Parties regarding the manner of that
         disclosure.


                                       29
<PAGE>

21.5     NO LIMIT IN TIME

         The restrictions contained in this Clause 21 (Announcements and
         Confidentiality) shall continue to apply without limit in time.

22.      DISPUTE RESOLUTION

22.1     Any question or difference which may arise concerning the construction,
         meaning, effect or operation of this Transfer Agreement or any matter
         arising out of or in connection with this Transfer Agreement shall in
         the first instance be referred to the CSC Service Delivery Manager and
         the Marconi Contract Manager.

22.2     If the matter is not resolved within ten (10) Business Days of it being
         referred to the managers referred to in Clause 22.1 the matter shall be
         referred to the next level of the Vendor's and CSC's management in
         accordance with the hierarchy set forth in Clause 22.3 who must meet
         within ten (10) Business Days or such other period as the Parties may
         agree to attempt to resolve the matter. If the matter is not resolved
         at that meeting, the escalation shall continue with the same maximum
         time interval through one more level of management. If the unresolved
         matter is having a serious effect on the Services, the Parties shall
         use every reasonable endeavour to reduce the elapsed time in completing
         the process.

22.3     The levels of escalation are:

<TABLE>
<CAPTION>
                        CSC                             THE VENDOR
         <S>            <C>                             <C>
         First Level    CSC Service Delivery Manager    Marconi Contract Manager
         Second Level   Account Executive               Senior Vice  President -
                                                        Information Technology
         Third Level    President UK Division           Chief Operating Officer
</TABLE>

         If any of the above are unable to attend a meeting, a substitute may
         attend provided that such substitute has at least the same seniority
         and is authorised to settle the unresolved matter.

22.4     If the matter is not resolved at or before the Third Level then the
         matter shall be submitted to mediation by CEDR within 14 days of any
         Party giving written notice to the others of that Party's wish to refer
         the matter to mediation by CEDR provided that such notice shall only be
         given while the matter remains unresolved by the escalation process and
         shall be given no later than the date 14 days after the date of the
         meeting


                                       30
<PAGE>

         of the Third Level of management. The representative of the Party
         giving such notice, at the escalation level at which such notice is
         given, shall (except where such notice is given at the Third Level)
         promptly notify that Party's representative at the next level, in order
         of ascent, that such notice has been given. The costs of the mediator
         shall be shared equally between the Parties (each Party bearing its own
         other costs). Where a matter is submitted to mediation as envisaged by
         this Clause 23.4, the provisions or requirements of this Clause 22
         (Dispute Resolution) shall not be considered to have been applied or
         met until six (6) months after such submission.

22.5     No Party shall seek to initiate any proceedings in respect of, any
         unresolved matter until either escalation to and including the Third
         Level has been completed, unless such Party has reasonable cause to do
         so to avoid damage to its business or to protect or preserve any right
         of action it may have.

22.6     Notwithstanding anything in Clauses 22 (Dispute Resolution) or 23
         (Arbitration), nothing in those Clauses shall operate to restrict any
         Party's or any member of their Group's rights to apply for or obtain
         emergency or interlocutory relief.

23.      ARBITRATION

23.1     Subject to Clause 22.6 (Dispute Resolution), any dispute arising out of
         or in connection with this Transfer Agreement shall be resolved in
         accordance with the provisions of this Clause 23.

23.2     Before referring a dispute to arbitration in accordance with Clause
         23.4, the dispute shall in the first instance be dealt with in
         accordance with Clause 22 (Dispute Resolution).

23.3     Where pursuant to this Clause 23 any dispute is to be referred to
         arbitration, compliance with Clause 23.2 shall be a condition precedent
         to the making of an award, unless the Party referring the dispute to
         arbitration has reasonable cause to do so to protect or preserve any
         right of action it may have.

23.4     All disputes arising out of or in connection with this Transfer
         Agreement which cannot be resolved in accordance with Clauses 23.1 to
         23.2 shall be finally settled under the Rules of the London Court of
         International Arbitration by three arbitrators appointed in accordance
         with the said Rules. Furthermore:

         (a)      the place and the seat of the arbitration shall be London,
                  England; the tribunal shall have the power to conduct hearings
                  elsewhere if appropriate;


                                       31
<PAGE>

         (b)      the language of the arbitration, including all documents,
                  shall be English;

         (c)      the law governing this agreement to arbitrate shall be the law
                  of England and Wales.

24.      GOVERNING LAW

         The construction, interpretation and performance of this Transfer
         Agreement and all transactions under this Transfer Agreement shall be
         governed by the laws of England and Wales without reference to the
         UNCITRAL Conventions on Contracts for the International Sale of Goods
         and without giving effect to any provision of such law relating to
         conflict of laws; provided that, if any provision of this Transfer
         Agreement is required by the mandatorily applicable laws of the
         Territory to be subject to the laws of the Territory, the construction,
         interpretation and performance of such provision shall be governed by
         the internal laws of the Territory without reference to the UNCITRAL
         Conventions on Contracts for the International Sale of Goods. To the
         extent permitted by such applicable law, the Parties hereby waive any
         provision of law that renders any provision of this Transfer Agreement
         unenforceable in any respect.

25.      REGULATORY MATTERS

25.1     The Vendor shall continue to be responsible for, and shall duly and
         promptly pay and discharge all fines and penalties payable to any
         Governmental Authority which relate to the Internal IT Services and
         shall (subject to Clause 25.2) indemnify CSC against all liability CSC
         may incur arising out of, or in connection with any such fines or
         penalties.

25.2     The indemnity in Clause 25.1 shall not apply to any liability CSC may
         incur arising out of or in connection with the Internal IT Services to
         the extent attributable to any act or omission of CSC, any member of
         the CSC Group or its or their employees, agents or contractors.

26.      FURTHER ASSURANCE

         Each Party shall, whether before, on or after termination of this
         Transfer Agreement, do, execute and perform and shall procure to be
         done, executed and performed, all such further acts, deeds, documents
         and things as the other Parties may reasonably require from time to
         time effectively to give effect to this Transfer Agreement.


                                       32
<PAGE>

27.      LANGUAGE

         The Parties have requested that this Transfer Agreement and all
         documents contemplated by this Transfer Agreement or relating to it be
         drawn up in the English language.

28.      INDEMNIFICATION PROCEDURE

28.1     A Party entitled to indemnification under this Transfer Agreement (the
         "INDEMNIFIED PARTY") shall give written notice as soon as reasonably
         practicable upon becoming aware of circumstances giving rise to a right
         of indemnity under this Transfer Agreement to the Party that is
         obligated to provide indemnification (the "INDEMNIFYING PARTY"). Within
         ten Business Days after such notice, the Indemnifying Party may notify,
         in writing, the Indemnified Party of its decision to take control of
         the defence of any claim made by any third party and which is the
         subject of the indemnity and, in such circumstances, the Indemnifying
         Party shall be entitled to take control of the defence and
         investigation of such claim and to employ and engage lawyers of its
         sole choice to handle and defend the same, at the Indemnifying Party's
         sole cost and expense. The Indemnified Party shall co-operate in all
         respects with the Indemnifying Party in the investigation and defence
         of such claim and shall not prejudice any defence to any such claim or
         attempt to settle or compromise such claim. No settlement of a claim
         which involves a remedy other than the payment of money by the
         Indemnifying Party shall:

         (a)      be made without the consent of the Indemnified Party, which
                  consent shall not be unreasonably withheld or delayed; or

         (b)      not include as an unconditional term thereof the giving by the
                  claimant to the Indemnified Party of a release from all
                  liability in respect of such claim.

         If the Indemnifying Party does not assume full control over the defence
         of a claim the Indemnified Party shall have the right to defend the
         claim in such manner as it may deem appropriate, at the cost and
         expense of the Indemnifying Party.

28.2     The Indemnified Party under this Clause 28 (Indemnification Procedure)
         shall use its reasonable endeavours to mitigate the Loss to which the
         relevant indemnity relates.


                                       33
<PAGE>


                                   SCHEDULE 1

                                CURRENT CONTRACTS


Note: This schedule relates directly to the baseline costs. Some `contracts' are
in-fact just `contributions' to a contract in another country, eg[***].

PART 1 : EQUIPMENT CONTRACTS

None

PART 2 : MAINTENANCE CONTRACTS

(in `000's Euro's)

<TABLE>
<CAPTION>
SUPPLIER                 PRODUCT                         START DATE    END DATE     CONTRACT         CONTRACT
                                                                                    REQUISITION      REQUISITION
                                                                                    ESTIMATE VALUE   ACTUAL VALUE
---------------------------------------------------------------------------------------------------------------------
<S>                     <C>                              <C>           <C>          <C>              <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       34
<PAGE>

<TABLE>
<CAPTION>
SUPPLIER                 PRODUCT                         START DATE    END DATE     CONTRACT         CONTRACT
                                                                                    REQUISITION      REQUISITION
                                                                                    ESTIMATE VALUE   ACTUAL VALUE
---------------------------------------------------------------------------------------------------------------------
<S>                     <C>                              <C>           <C>          <C>              <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

---------------------------------------------------------------------------------------------------------------------
</TABLE>


PART 3 : THIRD PARTY SUPPLY CONTRACTS

 [***]
PART 4 : VEHICLE LEASES

 [***]
PART 5 : OPERATING SYSTEM LICENCES


                                      [***]


                                       35
<PAGE>
                                SCHEDULE 1B - FORM OF TRANSFER AGREEMENT (ITALY)

                                   SCHEDULE 2

                             EMPLOYMENT PROVISIONS


1.       DEFINED TERMS

         In this Schedule 2 (Employment Provisions), the following definitions
         shall apply:

         "APPROVED SUB-CONTRACTOR" has the meaning defined in the Master
         Services Agreement;

         "EUROPEAN REGULATIONS" means, in relation to a European Transferring
         Employee, the regulations implementing the provisions of EC Directive
         No. 77/187 dated 14 February 1977 as amended by EU Directive No. 98/50
         dated 29 June 1998 and as amended by EU Directive No. 2001/23 dated 12
         March 2001 (to the extent that EU Directive No. 2001/23 has been
         implemented) applicable to that European Transferring Employee's terms
         and conditions of employment;

         "EUROPEAN TRANSFERRING EMPLOYEES" means the persons identified in
         Schedule 3 (The Employees) as the European transferring employees;

         "TAX" means and includes all forms of taxation and statutory,
         governmental, supra governmental, state, local governmental or
         municipal impositions, duties, contributions, deductions, withholdings
         and levies whether of the United Kingdom or elsewhere whenever imposed
         and all penalties, charges, costs and interest relating to any of
         them; and

         "SUPPLIER" means CSC.

2.       EUROPEAN EMPLOYEES

2.1      The Vendor and the Supplier acknowledge that the European Regulations
         shall apply to the European Transferring Employees.

2.2      All salaries and other emoluments of the European Transferring
         Employees shall be discharged and all Tax deductions shall be complied
         with by the Vendor for itself and as agent for any member of the
         Vendor Group who is the employer of the European Transferring
         Employees in respect of all periods up to and including Completion and
         in respect of all share options granted or exercised prior to
         Completion and the salaries, other emoluments and Tax deductions of
         the European Transferring


                                      36
<PAGE>
         Employees in respect of the period after Completion shall be for the
         account of the Supplier.

2.3      (a)      The Vendor will upon the date two (2) weeks after the date of
                  signature of this Agreement and periodically two (2) weeks
                  thereafter up to Completion promptly notify the Supplier of
                  the following:

                  (i)      subject to Paragraph 1.3 (b) of this Schedule 2, any
                           changes to the list of European Transferring
                           Employees before Completion, in which case their
                           name or names will be deemed to have been deleted
                           from the list in Schedule 3;

                  (ii)     subject to Paragraph 1.3 (b) of this Schedule 2, if
                           any European Transferring Employee ceases to be
                           primarily engaged by the Vendor Group in performing
                           services which are the same or similar to the
                           Services (the "BUSINESS");

                  (iii)    if any European Transferring Employee obtains a
                           right to return to work (whether for reasons
                           connected with maternity leave or absence by reason
                           of illness or incapacity or otherwise);

                  (iv)     if any European Transferring Employee is given
                           notice of termination of his employment (or had his
                           employment terminated without notice);

                  (v)      if any offers of employment are made to any person
                           by the Vendor Group in relation to the Business and
                           if there is any person who has accepted such an
                           offer of employment made by the Vendor Group but
                           whose employment has not yet started;

                  (vi)     if any order that has not been complied with has
                           been made for the reinstatement or re-engagement of
                           any of the European Transferring Employees or any
                           person formerly employed or engaged in the Business;

                  (vii)    if there is any industrial action (other than
                           insignificant unofficial action) or trade dispute
                           (or related proceedings) by any European
                           Transferring Employees affecting the Business; and

                  (viii)   if the Vendor Group becomes engaged or involved in
                           any dispute, claim or legal proceedings (whether
                           arising under contract, common law, statute or in
                           equity) with any of the European Transferring


                                      37
<PAGE>
                           Employees or with any other person employed by the
                           Vendor Group in respect of whom liability is deemed
                           to pass to the Supplier or its Approved
                           Sub-Contractors by virtue of the European
                           Regulations and if the Vendor Group becomes aware of
                           any likelihood of any such dispute, claim or
                           proceedings arising at any time.

         (b)      the Vendor undertakes from the date of signature of this
                  Agreement up to Completion without the prior written consent
                  of the Supplier not to:

                  (i)      add or remove any Key Employee to or from the list
                           of European Transferring Employees; or

                  (ii)     change the names of more than [***]percent ([***]%)
                           of any other persons (not being Key Employees) from
                           the list of European Transferring Employees provided
                           that:

                           (aa)     the aggregate number of European
                                    Transferring Employees will not change;

                           (bb)     any replacement personnel will have skills
                                    and experience which are substantially
                                    similar to those of the employees being
                                    replaced;

                           (cc)     the terms of employment of replacement
                                    personnel will not be materially better
                                    than those of the employees being replaced;

                           (dd)     the severance costs of replacement
                                    personnel will not be materially higher
                                    than those of the employees being replaced,
                                    and

                           (ee)     the Supplier is promptly advised of such
                                    changes; or

                  (iii)    make any material changes to the terms of employment
                           of the European Transferring Employees. After
                           Completion the Vendor shall at Supplier's request
                           and cost make those employees who before Completion
                           were used to perform the services which are the same
                           or similar to the Services and who are working their
                           notice periods, available to Supplier for the
                           provision of the Services until their actual
                           termination dates.


                                      38
<PAGE>
2.4      The Vendor for itself and as agent for each member of the Vendor Group
         who are employers of any of the European Transferring Employees shall
         indemnify the Supplier against:

         (a)      any act or omission or obligation or liability of the Vendor
                  Group, arising out of or relating to the employment of any of
                  the European Transferring Employees or any other employee or
                  former employee of the Vendor Group prior to Completion,
                  unless such act or omission or obligation or liability was
                  caused by or on behalf of the Supplier Group; and

         (b)      against all Loss arising out of any claim by any trade union,
                  works council, staff association, worker representative
                  (whether or not recognised by the Vendor Group) or employee
                  in respect of all or any of the employees working in the
                  provision of the Services, arising out of a failure or
                  alleged failure by the Vendor Group to comply with its legal
                  obligations to consult under any applicable law or
                  regulation.

2.5      The Supplier shall indemnify the Vendor for itself and as agent for
         each member of the Vendor Group who are employers of the European
         Transferring Employees against:

         (a)      any act or omission or obligation or liability of the
                  Supplier before or after Completion arising out of or
                  relating to the employment or termination of employment of
                  any of the European Transferring Employees unless such act or
                  omission or obligation or liability was caused by or on
                  behalf of the Vendor Group; and

         (b)      any substantial changes to the terms of the employment of any
                  of the European Transferring Employees to their detriment
                  which are made, proposed or anticipated to take effect after
                  Completion and any change in the identity of their employer
                  which is a significant change and to their detriment; and

         (c)      any breach by the Supplier of its obligations to inform and
                  consult with trade unions, works councils or employee
                  representatives to the extent required by the European
                  Regulations or national laws.

2.6      If any contract of employment of any European Transferring Employee is
         found or alleged to continue with the Vendor Group after Completion,
         the Supplier agrees that:


                                      39
<PAGE>
         (a)      in consultation with the Vendor, it will within [***]Business
                  Days of being requested by the Vendor make to that person an
                  offer in writing to employ him or her under a new contract of
                  employment to take effect upon the termination referred to
                  below; and

         (b)      that offer of employment will be:

                  (i)      on terms and conditions which, when taken as a
                           whole, do not materially differ from those for the
                           European Transferring Employees who do transfer to
                           the Supplier on Completion; and

                  (ii)     fully compliant with the undertakings given by the
                           Supplier in Paragraph 1.11.

2.7      As soon as possible after the offer made by the Supplier has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***]Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Supplier shall advise the Vendor
         which of those offers have been accepted or rejected. The Vendor shall
         or shall procure that the relevant employer of the European
         Transferring Employee shall waive applicable notice periods for any
         such person who wishes to accept the Supplier's offer of employment.
         If the Supplier's offer of employment is rejected by that person, the
         Vendor shall or shall procure that the relevant employer of the
         European Transferring Employee shall make that person available to the
         Supplier for the performance of the Services for so long as the
         Supplier may request, and shall not terminate, other than for cause or
         where the Supplier no longer requires the service of such employee,
         the employment of the person concerned. The Supplier shall be
         responsible for and shall indemnify the Vendor for itself and as agent
         for the member of the Vendor Group who is the employer of the European
         Transferring Employee against all Loss arising directly or indirectly
         from the employment of that European Transferring Employee from
         Completion or, if later, the date on which the relevant employment
         starts until the termination of that employment unless such Loss was
         caused by or on behalf of the Vendor Group but not compensation for
         unfair or wrongful dismissal or breach of contract or any redundancy
         pay). The Supplier shall notify the Vendor if the Supplier no longer
         requires the service of such employee (a "CESSATION NOTICE") and the
         Vendor shall commence the legal termination process of the employment
         of the person concerned. In such a case the Supplier's indemnity in
         Paragraph 1.7 shall only continue for a maximum [***]month period (or,
         where there is a longer period prescribed by law or by contract or
         necessary to comply with relevant law for commencement and completion
         of the termination process, such longer period) from the date of its
         Cessation Notice and shall not include any period


                                      40
<PAGE>
         when such employee is providing services for the benefit of a member
         of the Vendor Group (other than the Services).

2.8      If any contract of employment of any person other than a European
         Transferring Employee is found or alleged to continue with any member
         of the Supplier Group after Completion, the Vendor agrees that:

         (a)      in consultation with the Supplier, it will or will procure
                  that a member of the Vendor Group will within [***]Business
                  Days of being requested by the Supplier to make to that
                  person an offer in writing to employ him or her under a new
                  contract of employment to take effect upon the termination
                  referred to below; and

         (b)      that offer of employment will be on terms and conditions
                  which, when taken as a whole, do not materially differ from
                  the terms and conditions of employment of that person
                  immediately before Completion.

2.9      As soon as possible after the offer made by the Vendor has been
         accepted or rejected by that person, and in any event no later than
         the expiry of [***]Business Days after an offer has been made in
         accordance with Paragraph 1.6, the Vendor shall advise the Supplier
         which of those offers have been accepted or rejected. The Supplier
         shall or shall procure that the relevant employers of such employees
         shall waive applicable notice periods for any such person who wishes
         to accept the Vendor's offer of employment. If the Vendor's offer of
         employment is rejected by that person, the Supplier shall or shall
         procure that the relevant employer of such person shall commence the
         legal termination process of the employment of the person concerned
         and the Vendor shall be responsible for and indemnify the Supplier
         against all Loss arising directly or indirectly from (i) the
         employment of that person from Completion until the termination of
         that employment and (ii) that termination (including any redundancy
         pay (which shall consist of a redundancy package equivalent to that
         which would have been made available to him or her immediately prior
         to Completion (which shall be no greater than those ex-gratia
         severance terms which are set out in the Disclosure Letter)) but not
         compensation for unfair or wrongful dismissal or breach of contract).
         Provided that the Supplier should not be required to commence the
         termination of employment process where any such termination would, in
         the reasonable opinion of the Supplier, be likely to give rise to an
         award of compensation to the employee in addition to redundancy pay or
         a payment in lieu of notice. The Vendor's indemnity in Paragraph
         1.9(i) shall only continue for a maximum [***]month period (or, where
         there is a longer period prescribed by law or by contract or necessary
         to comply with relevant law for the commencement and


                                      41
<PAGE>
         completion of the termination process, such longer period) from
         Completion and shall not include any period when such employee is
         providing services for the benefit of a member of the Supplier Group
         (other than the Services).

2.10     The Vendor and the Supplier shall give each other such assistance as
         either may reasonably require to comply with the European Regulations
         in relation to any such employee of a member of the Vendor Group whose
         contract of employment is found or alleged to transfer to any member
         of the Supplier Group and in contesting any claim by any such person
         at or before Completion resulting from or in connection with this
         Agreement.

2.11     The Supplier undertakes to the Vendor for itself and as agent for each
         member of the Vendor Group who are employers of any of the European
         Transferring Employees, in addition to the European Regulations and
         any applicable laws, rules and regulations of the relevant European
         Country and any applicable collective bargaining agreements:

         (a)      that the terms and conditions of employment and other
                  contractual benefits (other than in respect of pensions, to
                  which the provisions of Schedule 8 shall apply) enjoyed by
                  the European Transferring Employees (details of which are set
                  out in the Disclosure Letter) in the period of [***]months
                  from Completion will be no less favourable than those enjoyed
                  by them prior to Completion (but without prejudice to any
                  improvements to salaries, wages or conditions agreed in
                  accordance with normal review procedures) save where
                  individual European Transferring Employees in their absolute
                  discretion choose to agree to join the Supplier's flexible
                  benefits scheme generally offered to the Supplier's
                  employees;

         (b)      to maintain, following Completion, a medical insurance scheme
                  for the European Transferring Employees which is the same or
                  substantially equivalent to the scheme provided for them
                  prior to Completion, details of which are set out in the
                  Disclosure Letter; and

         (c)      in the event of the Supplier effecting enforced redundancy of
                  any of the European Transferring Employees in the period of
                  [***]months from Completion, to make available or procure
                  that there is available to each European Transferring
                  Employee a package equivalent to that which would have been
                  made available to him had he or she still been an employee of
                  the Vendor Group at the date of that redundancy but which
                  shall be no greater than those ex-gratia severance terms
                  which are set out in the Disclosure Letter.


                                      42
<PAGE>
2.12     Immediately following Completion, the Vendor and the Supplier shall
         send to each of the European Transferring Employees a joint letter in
         agreed terms.

2.13     The Vendor and the Supplier shall respectively consult and keep each
         other fully informed regarding any information they propose to give to
         the European Transferring Employees and their representatives or any
         consultation they have with the European Transferring Employees and
         their representatives regarding the subject matter of this Agreement
         prior to Completion, and each will offer the other the opportunity to
         attend and participate in any meetings prior to Completion at which
         information is given to or there is consultation with European
         Transferring Employees and their representatives.

2.14     Immediately after Completion, the Vendor shall deliver promptly or
         procure the delivery to the Supplier copies of all reasonably
         available personnel and employment records and full particulars of:

         (a)      each European Transferring Employee, including name, ID
                  number, sex, and the date on which continuity of employment
                  began for each European Transferring Employee for statutory
                  purposes;

         (b)      standard terms and conditions of employment of each category
                  of European Transferring Employee;

         (c)      all payments, benefits or changes to terms and conditions of
                  employment promised to any European Transferring Employee;

         (d)      dismissals (other than voluntary redundancies) of those
                  employees primarily engaged in providing the Services
                  effected within the [***]() months prior to Completion and
                  disciplinary records (if any) relating to those employees
                  primarily engaged in providing the Services;

         (e)      all agreements or arrangements entered into in relation to
                  the European Transferring Employees between the Vendor or
                  relevant employer and any trade union or association of trade
                  unions or organisation or body of employees including elected
                  representatives; and

         (f)      all strikes or other industrial action (other than
                  insignificant unofficial action) taken by any European
                  Transferring Employee within the [***] () months prior to
                  Completion.


                                      43
<PAGE>
         This Paragraph shall be subject to compliance with any applicable law
         or regulation. If the provisions of that law or regulation prohibit
         full compliance with this Paragraph then the Vendor shall take all
         such steps as it can lawfully undertake to ensure as full compliance
         as possible with this Paragraph.

3.       LONG TERM SICKNESS

3.1      The parties acknowledge that individuals who are absent from work at
         Completion by reason of long term sickness as identified in Schedule
         3C (Long Term Sick Employees) are not listed in Schedule 3 (The
         Employees) and will not transfer to the Supplier on Completion
         pursuant to the European Regulations or otherwise. If within [***] ()
         months of the date of signature of this Agreement such an individual
         returns to work for the Marconi Group Paragraphs 1.6 and 1.7 of this
         Schedule shall apply save that:

         (a)      the Supplier is only obliged to use reasonable endeavours to
                  ensure that the terms and conditions of that offer of
                  employment meet the conditions of Paragraph 1.6(b)(i) and
                  (ii); and

         (b)      Paragraph 1.7 shall only apply to the extent that the
                  individual is providing services for the benefit of a member
                  of the Supplier Group.

4.       LEGAL RIGHT TO WORK

4.1      The Parties acknowledge that individuals who are not nationals of the
         country in which they work may have the right to work for the Marconi
         Group but may not be legally permitted to transfer to the Supplier
         Group or may lose the benefit of any current application for residency
         or similar rights. Such individuals are identified in Schedule 3D
         (Non-National Employees) are not listed in Schedule 3 (The Employees)
         and will not transfer to the Supplier on Completion pursuant to the
         European Regulations or otherwise. Marconi or the relevant employer of
         the people listed in Schedule 3D shall make those people available to
         the Supplier for the performance of the Services. When such individual
         is granted the necessary status to enable him to legally transfer to
         CSC without loss of legal status Paragraphs 1.6 and 1.7 of this
         Schedule shall apply providing that the individual is providing
         services to the Supplier save that the Supplier is only obliged to use
         reasonable endeavours to ensure that the terms and conditions of that
         offer of employment meet the conditions of Paragraph 1.6(b)(i) and
         (ii).


                                      44
<PAGE>
                                   SCHEDULE 3


                                 THE EMPLOYEES


                  [Insert details of Transferring Employees]


                                      45
<PAGE>
                                   SCHEDULE 4


                         APPORTIONMENT OF CONSIDERATION


IT EQUIPMENT:                       [-]1


NETWORK EQUIPMENT:                  [-]2


CURRENT CONTRACTS:                  [-]3


1        Insert details of IT Equipment consideration for Italy.
2        Insert details of Network Equipment consideration for Italy.
3        Insert details of Current Contract consideration for Italy.


                                      46
<PAGE>
                                   SCHEDULE 5

                            COMPLETION ARRANGEMENTS


1.       VENDOR'S OBLIGATIONS

(1)      On the In-Scope Contract Completion Date for an In-Scope Contract the
         Vendor shall deliver to CSC all books, records and other documents
         relating to that In-Scope Contract.

(2)      On Equipment Completion the Vendor shall deliver to CSC all the assets
         forming the Equipment which are capable of passing by delivery when,
         by virtue of such delivery, title to those Assets shall pass to CSC.

2.       CSC'S OBLIGATIONS

(1)      On Equipment Completion, CSC shall pay the Vendor Equipment
         Consideration in the manner prescribed by Clause 6.1 (Amount of the
         Vendor Equipment Consideration).

(2)      On Completion, CSC shall pay the Vendor Contracts Consideration in the
         manner prescribed by Clause 6.2 (Amount of the Vendor Contract
         Consideration).


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<PAGE>
                                   SCHEDULE 6

                                   WARRANTIES


1.       IT EQUIPMENT

1.1      On Completion, the Vendor or the relevant member of the Vendor Group
         will have good title to all the IT Equipment free from and clear of
         all liens, charges, mortgages, or similar encumbrances but excluding
         liens or licences arising in the ordinary course of business which are
         fairly disclosed in the Disclosure Letter.

1.2      The IT Equipment and the Leased IT Equipment at the date of this
         Transfer Agreement is in sufficient working order to enable members of
         the CSC Group to provide the IT Services and has been regularly and
         appropriately maintained and supported and so far as the Vendor is
         aware no material item of the IT Equipment or the Leased IT Equipment
         is dangerous, or requires renewal or replacement.

1.3      The IT Equipment and the Leased IT Equipment comprise all the material
         hardware and information technology assets and equipment used by the
         Vendor Controlled Group to provide the Internal IT Services.

1.4      The net book value at which each item of IT Equipment are listed on
         the Vendor Asset Registers accurately and fairly reflects the net book
         value of such item of IT Equipment in the books of the Vendor Group at
         31 October 2002, determined by depreciating the value of the equipment
         on a straight line basis in accordance with the Vendor Group's
         generally applicable accounting principles for the equipment in
         question.

2.       IN-SCOPE CONTRACTS

2.1      MATERIAL IN-SCOPE CONTRACTS VALID

         The Vendor is not aware of the invalidity of or any grounds for
         rescission, avoidance or repudiation of any In-Scope Contract
         involving an annual expenditure of total value of [***]pounds
         ((pound)[***]) or greater (each being a "MATERIAL CONTRACT") and
         neither it nor any other member of the Vendor Group has received
         written notice of any intention to terminate any such In-Scope
         Contract.

2.2      NO DEFAULT

         Neither the Vendor nor (so far as the Vendor is aware) any other party
         to any Material Contract is in material default or breach under it,
         and no Material Contract is the


                                      48
<PAGE>
         subject of dispute or a claim nor so far as the Vendor is aware are
         there any circumstances which might give rise to such a dispute or
         claim.

3.       EMPLOYEES

3.1      All the UK, European and Non European Transferring Employees as listed
         in Schedule 3 (The Employees) are primarily engaged immediately prior
         to Completion by the Vendor or a member of the Vendor Group in
         performing services which are the same or similar to the Services (the
         "BUSINESS"). The Employees are all directly employed by the Vendor or
         a member of the Vendor Group.

         DETAILS OF EMPLOYEES

3.2      In relation to each of the Employees there are contained in or
         attached to the Disclosure Letter full and complete particulars or
         copies of:

         (a)      standard form current written service or employment
                  agreements or particulars of employment (as appropriate) and
                  including the notice periods applicable and issued to each
                  category of Employee; and

         (b)      any procedures affecting their terms of employment, including
                  disciplinary or grievance procedures and any procedures to be
                  followed in the case of redundancy or dismissal.

3.3      In relation to each of the Employees there are contained in or
         attached to the Disclosure Letter full, complete and accurate
         particulars or copies of:

         (a)      their name, ID number, age, sex, date of commencement of
                  employment with the Vendor or the relevant member of the
                  Vendor Group;

         (b)      their rate of remuneration, bonus and commission, any other
                  benefit of any kind to which they are entitled or which are
                  regularly provided or made available to them, entitlement to
                  holidays and holiday bonuses, and working hour arrangements
                  (so far as not disclosed pursuant to sub-Paragraph (a)
                  above).


                                      49
<PAGE>
         NO EMPLOYEE BENEFIT PLANS

3.4      There are no profit-sharing, share option or share incentive schemes
         or other employee benefit plans in relation to any Employee.

3.5      No Employee listed in Schedule 3 (The Employees) has a right to return
         to work (whether for reasons connected with maternity leave or absence
         by reason of illness or incapacity or otherwise).

3.6      No Employee has been given notice of termination of his employment (or
         had his employment terminated without notice) for a period of twelve
         (12) months prior to Completion.

3.7      Full particulars are contained in the Disclosure Letter of any
         outstanding offer of employment made to any person by the Vendor or
         the relevant member of the Vendor Group in relation to the Business
         and there is no person who has accepted such an offer of employment
         made by the Vendor or the relevant member of the Vendor Group but
         whose employment has not yet started.

3.8      Full particulars are contained in the Disclosure Letter of any
         agreement for the provision of consultancy services or the services of
         personnel to the Business and of the terms applicable to the
         secondment to the Business of any person.

         CHANGES IN BENEFITS

3.9      As far as the Vendor or the relevant member of the Vendor Group is
         aware, it has not offered, promised or agreed for the future any
         variation in any contract of employment or any contract for services
         in respect of the Employees employed by the Vendor or the relevant
         member of the Vendor Group in respect of whom liability is deemed by
         the Regulations or its equivalent in any other jurisdiction, to pass
         to CSC or any member of the CSC Group.

3.10     No order that has not yet been complied with has been made for the
         reinstatement or re-engagement following Completion of any of the
         Employees or any person formerly employed or engaged in the Business.


                                      50
<PAGE>
3.11     Except in respect of normal accruals of remuneration or emoluments of
         employment, no sum is payable to or for the benefit of any Employee or
         their dependants nor is the Vendor or any member of the Vendor Group a
         party to any arrangements or promise to make or is in the habit of
         making ex gratia or voluntary payments by way of bonus, gratuity,
         allowance or the like to any such persons and there are no schemes of
         arrangements (whether legally enforceable or not) for the payment of
         disability or similar schemes or arrangements in operation or
         contemplated in respect of any of the Employees or their dependants or
         persons formerly employed or engaged in the Business or their
         dependants under which CSC or any member of the CSC Group may become
         liable to make payments or to provide equivalent benefits.

3.12     The Vendor or the relevant member of the Vendor Group does not have an
         obligation to make any payment on redundancy in excess of the
         statutory redundancy payment and the Vendor or the relevant member of
         the Vendor Group has not operated any discretionary practice of making
         any such excess payments.

3.13     There is not and during the twelve (12) months preceding the date of
         this Agreement there has not been any industrial action (other than
         insignificant unofficial action) by the Employees affecting the
         Business and to the best of the knowledge, information and belief of
         the Vendor or the relevant member of the Vendor Group, there are no
         facts or circumstances which might give rise to such industrial action
         (other than insignificant unofficial action).

3.14     The Vendor or any member of the Vendor Group is not a party to any
         collective agreement or other similar agreement (such as a dismissal
         procedures agreement) or trade dispute (or related proceedings) with
         unions or other employee representatives or otherwise relating to the
         Employees as one or more collective units. To the best of the
         knowledge, information and belief of the Vendor or the relevant member
         of the Vendor Group there are no facts or circumstances which might
         give rise to the Vendor or the relevant member of the Vendor Group
         becoming a party to any such agreement or becoming involved in any
         such dispute or proceedings.

3.15     The Vendor or the relevant member of the Vendor Group is not engaged
         or involved in any dispute, claim or legal proceedings (whether
         arising under contract, common law, statute or in equity) with any of
         the Employees nor with any other person


                                      51
<PAGE>
         employed by the Vendor or the relevant member of the Vendor Group in
         respect of whom liability is deemed to pass to CSC or any member of
         the CSC Group by virtue of the Regulations or its equivalent in any
         other jurisdiction, and so far as the Vendor or the relevant member of
         the Vendor Group is aware there is no likelihood of any such dispute,
         claim or proceedings arising at any time.

4.       PENSIONS

         In this part of this Schedule, the following terms have the following
         definitions:

         "GEC PLAN" means: [***].

         "MARCONI PENSION SCHEME(S)" means: [***];

         "MARCONI WELFARE SCHEME(S)" means: [***]; and

         "STATE SCHEME(S)" means arrangements under public law statute or
         regulation to which the Vendor or a member of the Vendor Group
         contributes in compliance with applicable law or regulation.

4.1      NO OTHER SCHEMES

         So far as is material, other than the Marconi Pension Scheme(s), the
         Marconi Welfare Scheme(s), the State Scheme(s) and save as disclosed
         in the Disclosure Letter, there is not in operation nor is there any
         obligation, nor has any proposal been announced either verbally or in
         writing, to establish a superannuation, pension, retirement, life
         assurance, death benefit, sickness, accident benefit or other similar
         scheme or arrangement in respect of which the Vendor has any legally
         binding liability to contribute or incur an obligation to or in
         respect of any Employee.

4.2      INFORMATION

4.2.1    Details of whether the Marconi Pension Scheme(s) are Mixed Scheme(s)
         (for the purposes of paragraph 1 of Part 3 of Schedule 8 (Pensions and
         Related Benefits)), funded self-contained plans (for the purposes of
         paragraph 2 of Part 3 of Schedule 8 (Pensions and Related Benefits))
         or unfunded schemes (for the purposes of paragraph 3 of Part 3 of
         Schedule 8 (Pensions and Related Benefits)) have been given to CSC or
         a member of the CSC Group.

4.2.2    Details of the Marconi Pension Scheme(s) and Marconi Welfare Scheme(s)
         have been given to CSC or a member of the CSC Group in the form (so
         far as relevant in each case) of:


                                      52
<PAGE>
         (a)      a copy of the governing documentation of the Marconi Pension
                  Scheme(s) and Marconi Welfare Scheme(s);

         (b)      a copy of the current explanatory booklet issued to any
                  Employee who is or is entitled to become a member of a
                  Marconi Pension Scheme;

         (c)      a copy of the audited accounts and financial statements of
                  the Marconi Pension Scheme(s) for the last scheme year;

         (d)      the latest actuarial valuation report of the Marconi Pension
                  Scheme(s) that provide defined benefits; and

         (e)      a list of the Employees who are members of the Marconi
                  Pension Scheme(s) and the Marconi Welfare Scheme(s) together
                  with sufficient data to enable CSC to ascertain its benefit
                  entitlements under the Marconi Pension Scheme(s) and Marconi
                  Welfare Scheme(s).

4.2.3    The details of the Marconi Pension Scheme(s) and Marconi Welfare
         Scheme(s) which have been given to CSC or a member of the CSC Group
         referred to in paragraphs 4.2.2 (a), (b), (c), (d) and (e) above are
         sufficient and complete in all material respects to enable CSC to
         ascertain benefits provided under the Marconi Pension Schemes and
         Marconi Welfare Scheme(s) in respect of the Employees and the value of
         such benefits.

4.3      CONTRIBUTION RATES

         Details of the current contribution rate(s) contributed to the Marconi
         Pension Scheme(s) and Marconi Welfare Scheme(s) by the Vendor or the
         relevant member of the Vendor Group have been given to CSC or a member
         of the CSC Group.

4.4      EXERCISE OF DISCRETIONS

         Except as disclosed in the Disclosure Letter, no discretion or power
         has been exercised under the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) in respect of any Employee to augment benefits,
         provide a benefit which would not otherwise be provided or pay a
         contribution which would not otherwise have been paid.

4.5      AMENDMENT AND TERMINATION

         Except as disclosed in the Disclosure Letter, no plan, proposal or
         intention to amend, discontinue (in whole or in part) or exercise a
         discretion in relation to the Marconi


                                      53
<PAGE>
         Pension Scheme(s) or the Marconi Welfare Scheme(s) with respect to any
         Employee has been communicated to any Employee who is a member of a
         Marconi Pension Scheme or the Marconi Welfare Scheme nor has any act
         or event occurred which could give rise to a full or partial
         discontinuance of any Marconi Pension Scheme or the Marconi Welfare
         Scheme with respect to any Employee under applicable law.

4.6      FUNDING

         No contribution due to the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) is/are unpaid (other than those payable in the month
         in which Completion takes place or the immediately preceding month)
         which unpaid amounts will be paid by the Vendor in accordance with the
         terms of the Marconi Pension Scheme(s) or the Marconi Welfare
         Scheme(s) and applicable law.

4.7      APPROVAL

         The [***]is an exempt approved scheme within the meaning of s592 ICTA.

4.8      CONTRACTING-OUT

         The [***]is not a contracted-out scheme within the meaning of the
         Pension Schemes Act 1993.

4.9      COMPLIANCE

         Each of the Marconi Pension Scheme(s) and the Marconi Welfare
         Scheme(s) with respect to Employees has been administered and invested
         in accordance with its terms and with the provisions of its governing
         documentation. Each of the Marconi Pension Scheme(s) and the Marconi
         Welfare Scheme(s) and each of the funds established thereunder is in
         compliance with the law applicable to the jurisdiction of its
         residence with respect to Employees.

4.10     NO DISPUTES

         There is no pending or threatened litigation, arbitration,
         proceedings, investigations or other claims, other than routine claims
         for benefits, relating to the Marconi Pension Scheme(s), the Marconi
         Welfare Scheme(s) or the State Scheme(s) or any benefits provided
         under them in relation to any of the Employees.

4.11     US SCHEMES


                                      54
<PAGE>
4.11.1   Each Marconi Pension Scheme intended to be a qualified plan under
         Section 401(a) of the United States Internal Review Code of 1986, as
         amended ("THE CODE") has received a favourable determination letter
         from the Internal Revenue Services that it is qualified under Code
         Section 401(a) and that its related trust is exempt from federal
         income tax under Code Section 501(a) and such determination letter has
         not been revoked.

4.11.2   Neither the Vendor nor any member of the Vendor Group has established,
         maintained or contributed to or otherwise participated in, or had an
         obligation to maintain, contribute to, or otherwise participate in,
         any Multiemployer Plan (as that term is defined in section 3(37)(A) of
         the United States Employee Retirement Income Security Act of 1973, as
         amended ("ERISA")) within the last six years in respect of the US
         Transferring Employees.

4.11.3   Except to the extent required under ERISA Section 601 et seq. and Code
         Section 4980B, neither the Vendor nor any member of the Vendor Group
         is obliged to provide health or welfare benefits to any Non-European
         Transferring Employee employed in the United States prior to the
         Completion Date or dependant or beneficiary thereof following such
         employee's retirement or other termination of service.

4.11.4   The Vendor and other relevant members of the Vendor Group have
         complied with the provisions of ERISA Section 601 et seq. and Code
         Section 4980B and with the provisions of ERISA Section 701 et seq. and
         Subtitle K of the Code.


                                      55
<PAGE>
                                   SCHEDULE 7

                             LIMITATIONS ON CLAIMS


1.       CSC TO NOTIFY POTENTIAL CLAIMS

         If CSC becomes aware of any fact, matter, event or circumstance by
         virtue of which in its reasonable judgment at the time the Vendor is
         or may become liable to make any payment under any of the Warranties
         or any other provision of this Transfer Agreement, CSC shall as soon
         as practicable [***] inform the Vendor in writing specifying in
         reasonable detail the fact, matter, event or circumstance giving rise
         (or which may give rise) to that liability and giving an estimate of
         the amount which may be claimed against the Vendor in respect of that
         liability. For the avoidance of doubt, any failure to give notice
         under this paragraph 1 shall not invalidate any claim which CSC may
         subsequently make provided that the Vendor shall bear no liability for
         any increased Losses which CSC or any member of the CSC Group may
         suffer or incur as a result of failing to provide notice in accordance
         with this paragraph.

2.       TIME LIMIT ON CLAIMS

2.1      No claim shall be brought by CSC under the Warranties unless it shall
         have given notice in writing of that claim specifying (in reasonably
         sufficient detail) the matter giving rise to the claim, the nature of
         the claim and, so far as practicable, the amount claimed to the Vendor
         not later than the expiry of a period of [***]commencing on:

         (a)      in the case of any claim or claims for breach of the
                  Warranties in paragraph 1 of Schedule 6 (Warranties), the
                  Equipment Completion Date applicable to the IT Equipment in
                  respect of which such claims or claims have arisen;

         (b)      in the case of any claim or claims for breach of the
                  Warranties in paragraph 2 of Schedule 6 (Warranties) insofar
                  as the claim relates to an In-Scope Contract, the In-Scope
                  Contract Completion Date applicable to the In-Scope Contract
                  in question; and

         (c)      in the case of any claim or claims for breach of the
                  Warranties in paragraphs 3 and 4 of Schedule 6 (Warranties),
                  the Completion Date applicable to the Employees in question.

2.2      [***]

3.       SPECIFIC LIMITATIONS


                                      56
<PAGE>
         CSC shall not be entitled to claim against the Vendor:

         (a)      under the Warranties [***]until the amount (excluding
                  interest and costs) that would be recoverable from the Vendor
                  in respect of the claim, when aggregated with:

                  (i)      the amount (excluding interest and costs)
                           recoverable in respect of any other claims made
                           against the Vendor under the Warranties or any other
                           provision of this Transfer Agreement; and

                  (ii)     the aggregate amount (excluding interests and costs)
                           recoverable in respect of any other claims made
                           against any member of the Vendor Group under the
                           Asset Transfer Agreement or under any other Transfer
                           Agreement,

                  exceeds a threshold of [***]pounds ((pound)[***]) in which
                  event, the Vendor shall be liable for the full amount of all
                  such claims and not the amount by which that threshold is
                  exceeded only, subject to paragraph 4.

         (b)      under the Warranties only:

                  (i)      in respect of any matters referred to in this
                           Transfer Agreement or fairly disclosed in the
                           Disclosure Letter;

                  (ii)     in respect of any matter or thing after the date of
                           this Transfer Agreement done or omitted to be done
                           at the written request of or with the written
                           consent of CSC or any other member of the CSC Group;

                  (iii)    [***]if and to the extent that:

                           (A)      the claim would not have arisen but for any
                                    act, omission, transaction or arrangement
                                    (or any combination of any of the same),
                                    after the date as at which the relevant
                                    Warranty is given pursuant to Clause 12.1
                                    (Warranties), of CSC or any member of the
                                    CSC Group or their respective directors,
                                    employees or agents except to the extent
                                    that such act, omission, transaction or
                                    arrangement has been undertaken[***];

                           (B)      the claim arises or is increased as a
                                    result of the passing of, or any change in
                                    or any change in the interpretation of, any
                                    law, rule, regulation or administrative
                                    practice of any government, government
                                    department, local or state agency,
                                    authority

                                      57
<PAGE>

                                    regulatory or fiscal body after the date of
                                    this Transfer Agreement;

                           (C)      the claim arises or is increased as a
                                    result of CSC not complying with its
                                    obligations under this Transfer Agreement;
                                    or

                           (D)      the damage, liability or loss suffered or
                                    incurred by CSC has been made good or has
                                    been otherwise compensated for without cost
                                    to CSC or any member of the CSC Group.

4.       LIMITS OF LIABILITY UNDER THE ASSET TRANSFER AGREEMENT

         The aggregate liability of each of the Marconi Group and the CSC Group
         in respect of:

         (i)      all claims under or in connection with this Transfer
                  Agreement [***] under the Warranties[***];

         (ii)     all claims under or in connection with each and every other
                  Territory Transfer Agreement (including claims under the
                  Warranties and indemnities); and

         (iii)    all claims under or in connection with the Asset Transfer
                  Agreement (including claims under the Warranties and
                  indemnities),

         shall, save and except in the case of, a breach by Marconi or any of
         the members of the Marconi Group of any of its statutory or
         contractual obligations relating to health and safety, not exceed a
         maximum sum equal to (pound)[***] ([***]pounds)[***]. For the
         avoidance of doubt, this paragraph does not limit the obligation of
         any members of the CSC Group to pay the Vendor Equipment Consideration
         to the Marconi Group in accordance with this Agreement and/or any
         Transfer Agreement.

5.       NO DOUBLE RECOVERY

         CSC shall not be entitled to recover more than once for the same Loss
         in respect of any fact, matter, event or circumstance giving rise to a
         claim under the Warranties or any other provision of this Transfer
         Agreement, the Asset Transfer Agreement or any other contract or
         document entered into pursuant to those agreements. Where any fact,
         matter, event or circumstance giving rise to a claim under the
         Warranties results in an adjustment to the Charges under a True-up
         Process, the financial adjustment so


                                      58
<PAGE>
         made shall be excluded from the quantum of any Loss otherwise
         recoverable for the breach of the Warranties in question.

6.       RECOVERY FROM THIRD PARTIES

6.1      If CSC is or may be entitled to recover from some other person (other
         than an insurer) any loss or damage which gives rise to any claim
         under the Warranties or any other provision of this Transfer
         Agreement, CSC shall take all appropriate steps to enforce that
         recovery (keeping the Vendor informed on a timely basis of any action
         so taken) before taking any action (other than notifying the Vendor of
         the claim) against the Vendor and any liability of the Vendor under
         this Transfer Agreement shall be reduced by the amount (including
         interest (if any)) recovered from the third party less any costs
         reasonably incurred by CSC in respect of such recovery.

6.2      If, notwithstanding any other provision of this Schedule, any payment
         is made by the Vendor in or towards the settlement of any claim made
         under the Warranties or any other provision of this Transfer Agreement
         and CSC subsequently recovers or procures the recovery from a third
         party (other than insurers) of an amount which is referable to that
         claim (and, in the event that CSC becomes entitled subsequent to
         payment by the Vendor to make recovery, CSC undertakes to take all
         necessary steps to enforce that recovery) CSC shall forthwith repay to
         the Vendor an amount equal to whichever is the lesser of:

         (a)      the amount (including interest (if any)) recovered from the
                  third party less any costs reasonably incurred by CSC in
                  respect of such recovery; and

         (b)      the amount paid by the Vendor in or towards settlement of the
                  claim.

7.       CONDUCT OF CLAIMS

         If CSC becomes aware of any actual or threatened assessment, claim,
         action or demand by a third party against it (a "THIRD PARTY CLAIM")
         which causes or may cause the Vendor to be liable under the Warranties
         or any other provision of this Transfer Agreement then:

         (a)      CSC shall at the written request of the Vendor:

                  (i)      take such action as the Vendor may reasonably
                           require to avoid, contest, dispute, resist, appeal,
                           compromise or defend the third party claim
                           (including, but without limitation, making counter
                           claims and exercising all rights of set off against
                           third parties);


                                      59
<PAGE>
                  (ii)     if so requested, permit the Vendor or procure that
                           the Vendor is permitted in the name of and on behalf
                           of CSC to have the sole conduct of all proceedings
                           relating to the third party claim as the Vendor may
                           deem appropriate including the appointment of
                           solicitors and other professional advisers and the
                           making of any settlement or compromise of the third
                           party claim; and

                  (iii)    render or cause to be rendered to the Vendor all
                           assistance as the Vendor may reasonably require
                           (including providing access to information and to
                           employees of CSC) for the purpose of avoiding,
                           contesting, disputing, resisting, appealing,
                           compromising or defending the third party claim,

                  provided that:

                           (A)      the Vendor shall indemnify CSC against all
                                    costs reasonably incurred by it in
                                    complying with its respective obligations
                                    under paragraphs 7(a) (i), (ii) and (iii)
                                    above; and

                           (B)      the Vendor shall not make any settlement or
                                    compromise of the third party claim which
                                    is likely to affect the future liabilities
                                    of CSC without the prior approval of CSC,
                                    that approval not to be unreasonably
                                    withheld or delayed;

(b)      CSC will not make or attempt to make any admission of liability,
         agreement, settlement or compromise in relation to a third party claim
         without the consent of the Vendor such consent not to be unreasonably
         withheld or delayed;

(c)      CSC shall in any event keep the Vendor informed as to the steps which
         are being taken in connection with the third party claim.

8.       DUTY TO MITIGATE

         CSC shall in relation to any loss or liability which might give rise
         to a claim under the Warranties or any other provision of this
         Transfer Agreement against the Vendor take all reasonable steps to
         avoid or mitigate that loss or liability.


                                      60
<PAGE>
                                   SCHEDULE 8

                         PENSIONS AND RELATED BENEFITS


PART 1 - UK PENSIONS - THE G.E.C 1972 PLAN

1.       INTERPRETATION

1.1      For the purposes of this Schedule the following terms have the
         following meanings:

         "ACTUARY'S LETTER" means the letter from the Vendor's Actuary to CSC's
         Actuary, a copy of which is annexed to this Schedule.

         "CALCULATION DATE" means a date to be determined by the Vendor's
         Actuary no later than three (3) months after Completion.

         "CSC'S ACTUARY" means[***].

         "CSC SCHEME" means a retirement benefits scheme established by CSC
         pursuant to paragraph 2.

         "GEC PLAN" means[***].

         "VENDOR'S ACTUARY" means[***].

         "PAYMENT DATE" means the date which is one month after the expiry of
         the two month period in which the Relevant Employees must decide
         whether or not to become Transferring Employees.

         "RELEVANT EMPLOYEES" means those Employees who are active members of
         the GEC Plan at Completion.

         "TRANSFER AMOUNT" means an amount calculated at the relevant date as
         the sum of the Transferring Employees' cash equivalents at the same
         relevant date calculated and verified by the Vendor's Actuary in
         accordance with the Occupational Pension Schemes (Transfer Values)
         Regulations 1996 and enhanced in accordance with the method set out in
         the Actuary's Letter. [***]

         "TRANSFERRING EMPLOYEES" means those Relevant Employees:

         (a)      who become members of the CSC Scheme on Completion; and


                                      61
<PAGE>
         (b)      who no later than two months after notification of the
                  service credits available to them in the CSC Scheme consent
                  in a form acceptable to the trustees of the GEC Plan (such
                  acceptance not to be unreasonably withheld) to the transfer
                  of that part of the Transfer Amount which is attributable to
                  them from the GEC Plan to the CSC Scheme in place of all of
                  the benefits payable in respect of their membership of the
                  GEC Plan.

1.2      References in this part of this Schedule to paragraphs are to
         paragraphs of this part of this Schedule.

2.       THE CSC SCHEME

2.1      CSC will (to the extent it had not already done so) establish the CSC
         Scheme before Completion. All Relevant Employees who do not transfer
         directly to British Telecommunications plc or a member of the BT Group
         and who have not attained age 65 will be invited to become members of
         the CSC Scheme with effect from Completion.

2.2      The CSC Scheme shall offer, to each Relevant Employee who accepts such
         invitation, benefits on the defined benefit basis set out in the third
         column of the table of the document named
         "alchemy.geccplancomparison.excels" provided by CSC (which is annexed
         to this Schedule).

2.3      The CSC Scheme shall be approved under Chapter I of Part XIV of ICTA
         or capable of such approval and CSC will use its reasonable endeavours
         to procure that the CSC Scheme accepts the transfer to the CSC Scheme
         of the Transfer Amount.

2.4      Subject to receipt of the Transfer Amount recalculated at the Payment
         Date, CSC will procure that the CSC Scheme will provide for and in
         respect of each Transferring Employee benefits in respect of
         Pensionable Service in the GEC Plan before Completion which are
         equivalent in value as determined in accordance with the Actuary's
         Letter to the amount transferred in respect of each Transferring
         Employee, on the defined benefit basis referred to in paragraph 2.2.

3.       ADDITIONAL VOLUNTARY CONTRIBUTIONS

         Any additional voluntary contributions made to the GEC Plan by any
         Relevant Employee (and the moneys, interest and benefits derived from
         those contributions) which are used to provide money purchase benefits
         (as defined in the Pension Schemes Act 1993) shall be disregarded for
         the purposes of calculating the Transfer Amount, but the Vendor will
         use its best endeavours to procure that the trustees of the


                                      62
<PAGE>
         GEC Plan will as soon as practicable after Completion transfer to the
         CSC Scheme the assets and/or the amount standing to the credit of each
         Transferring Employee in respect of additional voluntary contributions
         paid to the GEC Plan.

4.       CALCULATION AND PAYMENT OF THE TRANSFER AMOUNT

4.1      The Vendor shall procure that the Vendor's Actuary computes and
         certifies to CSCs Actuary within two (2) months after the Calculation
         Date the sum of the Relevant Employees' cash equivalents at the
         Calculation Date together with the enhancement described in the
         Actuary's Letter.

4.2      CSC shall procure that the CSC Actuary calculates and notifies to the
         Vendor's Actuary within one (1) month of receipt of the Vendor's
         Actuary's calculation of the sum of the Relevant Employees' cash
         equivalents, together with the enhancement referred to in the
         Actuary's Letter, the service credits available to the Relevant
         Employees in the CSC Scheme if they opt to become Transferring
         Employees.

4.3      Subject to confirmation from the Vendor's Actuary that the service
         credits to be offered to the Relevant Employees meet the requirements
         of paragraph 2.4 of this Schedule, CSC shall issue the forms referred
         to in part (b) of the definition of "Transferring Employees" to the
         Relevant Employees inviting them to become Transferring Employees.

4.4      Subject to it being satisfied that CSC has met or will meet its
         obligations under paragraph 2 above, the Vendor will use its best
         endeavours to procure that on the Payment Date the trustees of the GEC
         Plan pay the Transfer Amount re-calculated at the Payment Date to the
         trustees of the CSC Scheme in cash or such other assets chosen by the
         trustees of the GEC Plan and acceptable to the trustees of the CSC
         Scheme. In the absence of agreement the trustees of the GEC Plan will
         transfer cash.

4.5      If the trustees of the GEC Plan do not pay cash or other assets equal
         in value to the Transfer Amount re-calculated at the Payment Date to
         the CSC Scheme on or before the Payment Date, the Vendor shall, no
         later than fourteen (14) days after the Payment Date, pay to CSC an
         amount equal to the sum by which the Transfer Amount exceeds the value
         of cash or other assets (if any) paid by the trustees of the GEC Plan
         to the CSC Scheme together with compound interest calculated on a day
         to day basis with monthly rests on such amount (or on any part
         thereof) for so long as it shall remain unpaid after the Payment Date
         at [***]above the base rate of Barclays Bank plc from time to time.


                                      63
<PAGE>
4.6      If a payment is made under paragraph 4.5 CSC shall make a payment
         equal to the payment under paragraph 4.5 to the CSC Scheme
         within[***]. If CSC's liability to corporation tax applicable to its
         profits is reduced as a result of the payment of the amount under
         paragraph 4.5 into the CSC Scheme CSC shall repay in cash to the
         Vendor an amount equal to such deduction (as an adjustment to the
         Consideration) within [***] of the date on which the
         corporation tax would otherwise have been due and payable.

5.       MISCELLANEOUS

         CSC will promptly deliver to the Vendor drafts before they are issued
         and copies once they are issued of all notices and announcements
         relating to the GEC Plan or the CSC Scheme supplied to the Relevant
         Employees before Completion.


                                      64
<PAGE>
                       APPENDIX 1 TO PART 1 OF SCHEDULE 8

<TABLE>
<CAPTION>
THE GEC 1972 PLAN             FINAL SALARY SECTION OF THE CSC   COMMENTS
                              COMPUTER SCIENCES LTD PENSION
                              SCHEME
<S>                           <C>
[***]


</TABLE>


                                      65
<PAGE>
THE GEC 1972 PLAN             FINAL SALARY SECTION OF THE CSC   COMMENTS
                              COMPUTER SCIENCES LTD PENSION
                              SCHEME

[***]

                                      66
<PAGE>
PART 2 - UNITED STATES BENEFITS

1.       INTERPRETATION

1.1      For the purposes of this Schedule the following terms have the
         following meanings:

         "AFFECTED EMPLOYEES" means those Employees listed on part 4 of
         Schedule 3 (Employees) who become employees of CSC or any member of
         the CSC Group on or after Completion and who immediately prior to
         Completion were employed in the United States.

         "CSC 401(K) PLAN" means the CSC Matched Asset Plan.

         "CSC HEALTH AND WELFARE PLANS" means the CSC Health and Welfare Plans
         which are welfare plan arrangements currently maintained by CSC to
         provide health and medical benefits to employees.

         "CSC LONG-TERM DISABILITY PLAN" means the CSC Long Term Disability
         (LTD) Plan.

         "CSC RETIREMENT PLAN" means the CSC Defined Benefit Retirement Plan.

         "CODE" means the United States Internal Revenue Code of 1986, as
         amended.

         "ERISA" means the United States Employee Retirement Income Security
         Act of 1974, as amended.

         "MARCONI 401(K) PLAN" means the Marconi USA Wealth Accumulation Plan.

         "MARCONI K PLANS" means the Marconi 401(k) Plan and the Marconi
         Matching Plan.

         "MARCONI MATCHING PLAN" means the Marconi USA Wealth Accumulation
         Matching Plan.

         "MARCONI RETIREMENT PLAN" means the Marconi USA Employees' Retirement
         Plan.

         "MARCONI TOTAL REWARDS" means the welfare plan arrangements covering
         Affected Employees who immediately prior to Completion were employed
         in the United States.

         "OTHER BENEFIT OBLIGATION" means any obligation, arrangement or
         customary practice owed, adopted or followed by the Vendor or any
         member of the Vendor Group with respect to any Affected Employee,
         whether or not legally enforceable, to provide benefits, other than
         salary, as compensation for services rendered, to present


                                      67
<PAGE>
         or former directors, officers, employees or agents, other than
         obligations, arrangements and practices that are plans (as that term
         is defined in section 3(3) of ERISA). Other Benefit Obligations
         include consulting agreements under which the compensation paid does
         not depend upon the amount of service rendered, sabbatical policies,
         severance payment policies and fringe benefits within the meaning of
         Code Section 132.

         "SELLER PLAN" means any plan (as that term is defined in section 3(3)
         of ERISA) covering any Affected Employee of which the Vendor or any
         member of the Vendor Group is or was a plan sponsor (as that term is
         defined in Section 3(16)(B) of ERISA), or to which the Vendor or any
         member of the Vendor Group otherwise contributes or has contributed,
         or in which the Vendor or any member of the Vendor Group otherwise
         participates or has participated.

1.2      References in this part of this Schedule to paragraphs are to
         paragraphs of this Schedule unless otherwise specified.

2.       EMPLOYEE BENEFIT PLANS

2.1      On or prior to the Completion Date, the Vendor shall cause all
         contributions on behalf of Affected Employees to be made to the
         Marconi K Plans for periods prior to and including the Completion Date
         and Affected Employees shall cease to participate in the Marconi K
         Plans for periods after the Completion Date. The Vendor shall cause
         the Affected Employees to be fully and immediately vested in their
         account balances, if any, under the Marconi K Plans as of the
         Completion Date. CSC shall permit Affected Employees to participate in
         the CSC 401(k) Plan commencing upon employment with CSC in accordance
         with the terms and conditions of the CSC 401(k) Plan. CSC shall cause
         CSC 401(k) Plan to recognize the service of Affected Employees
         credited by the Vendor as of the Completion Date for vesting purposes
         under the Marconi K Plans immediately prior to the Completion Date:
         (a) for vesting purposes under the CSC 401(k) Plan; and (b) for
         purposes of eligibility for company matching contributions under the
         CSC 401(k) Plan. The CSC 401(k) Plan shall accept the rollover of
         distributions (which are eligible rollover distributions under section
         402(c) of the Code) of Affected Employees' account balances (other
         than any portion consisting of after-tax employee contributions), from
         the Marconi K Plans or from any other 401(k) plan established by the
         Vendor, including the rollover of participant loans, if any, in
         accordance with the election of the Affected Employees provided that
         the Marconi K Plans will not permit the election of a rollover of
         loans later than the 31st day after the Completion Date. The Vendor
         and CSC shall use their reasonable endeavours to accomplish the
         rollovers of account balances as described


                                      68
<PAGE>
         above. CSC shall uplift the base salaries of the Affected Employees to
         compensate for the difference in the matching contributions between
         the Marconi K Plans and the CSC 401(k) Plan, in accordance with the
         attached Appendix 2.1 of this part 2 of Schedule 8.

2.2      Affected Employees shall cease accruing future benefits in the Marconi
         Retirement Plan for periods after the Completion Date. The Vendor
         shall cause the Affected Employees to be fully and immediately vested
         in their accrued benefits, if any, under the Marconi Retirement Plan
         as of the Completion Date provided that the Vendor determines within
         its discretion that such vesting satisfies the requirements of
         Treasury Regulation section 1.401(a)(4)-11(c). No transfer of assets
         nor liabilities from the Marconi Retirement Plan to the CSC Retirement
         Plan will occur. CSC shall permit Affected Employees to participate in
         the CSC Retirement Plan commencing upon employment with CSC in
         accordance with the terms and conditions of the CSC Retirement Plan.
         CSC shall cause CSC Retirement Plan to recognize the past service of
         Affected Employees for purposes of eligibility and vesting, but not
         for purposes of benefit accrual, to the extent such service was
         recognized for vesting purposes under the Marconi Retirement Plan
         immediately prior to the Completion Date. CSC shall uplift the base
         salaries of the Affected Employees to compensate for the difference in
         the contributions between the Marconi Retirement Plan and the CSC
         Retirement Plan, in accordance with the attached Appendix 2.2 of this
         part 2 of Schedule 8.

2.3      Affected Employees shall cease to participate in the Marconi Total
         Rewards program for periods after the Completion Date, except as
         otherwise specifically provided under the terms of the Marconi Total
         Rewards program or as required under section 4980B of the Code or
         section 601 of ERISA. CSC shall permit Affected Employees to
         participate in the CSC Health and Welfare Plans commencing upon
         employment with CSC in accordance with the terms and conditions of
         such plans. The CSC Health and Welfare Plans shall provide that each
         Affected Employee (and their covered dependents) shall be given credit
         for service with the Vendor (and any other companies for which such
         service was recognized under Marconi Total Rewards) for purposes of
         waiting periods except where a third party insurance provider
         prohibits the crediting of such service for such purpose. In addition,
         CSC will apply prior period(s) of health insurance coverage toward
         satisfaction of the CSC Health and Welfare Plans pre-existing
         condition limitations upon submission of Certificate(s) of Creditable
         Coverage, as defined in and permitted under the Health Insurance
         Portability and Accountability Act of 1996. Amounts that an Affected
         Employee has paid or is required to pay which have been applied
         towards the satisfaction of any deductible or out of pocket maximum
         under the medical and dental portions of the


                                      69
<PAGE>
         Marconi Total Rewards program for the Marconi Total Rewards plan year
         ended March 31, 2003 will be similarly applied towards the
         satisfaction of any deductible or out of pocket maximum under the CSC
         Health and Welfare PPO and Dental Plans for the CSC Health and Welfare
         Plan year ended December 31, 2003. CSC shall uplift base salaries of
         the Affected Employees, in order to compensate for the differences
         between the Marconi Total Rewards program and the CSC Health and
         Welfare Plans, in accordance with the attached Appendix 2.3 of this
         Part 2 of Schedule 8.

2.4      As of the Completion Date, CSC shall credit each Affected Employee
         with a number of vacation days which shall be equal to the number of
         vacation days that such Affected Employee had accrued under the
         Marconi paid time off ("PTO") policy immediately prior to the
         Completion Date, provided that such credited days shall not exceed
         fifty (50) days for any individual Affected Employee. The vacation
         days so credited may be used by Affected Employees in accordance with
         CSC's general vacation policies. Within fifteen (15) days after the
         Completion Date, the Vendor shall transfer to CSC an amount equal to
         the value of the aggregate number of vacation days credited to
         Affected Employees pursuant to the first sentence of this paragraph.
         For purposes of the preceding sentence, the value of the number of
         vacation days credited shall be determined by multiplying the number
         of vacation days credited to each Affected Employee by such Affected
         Employee's daily pay rate in effect on the date immediately preceding
         the Completion Date.

         After the Completion Date, each Affected Employee shall accrue
         vacation days under CSC's vacation policy at the same rate that each
         such Affected Employee accrued PTO days under the Marconi PTO policy
         as of the Announcement Date (the "MARCONI RATE"), provided that such
         accrual shall not exceed 25 days per year for any individual Affected
         Employee. If the Marconi Rate of any Affected Employee would have
         otherwise resulted in an accrual of vacation days in excess of 25 days
         per year, then CSC shall uplift the base salary of such Affected
         Employee by an amount equal to the value of the Affected Employee's
         annual vacation days calculated using the Marconi Rate (but in no
         event to exceed thirty (30) days per year) less the value of twenty
         five (25) vacation days per year. For purposes of the preceding
         sentence, the value of vacation days shall be determined by
         multiplying the number of vacation days by any such Affected
         Employee's daily pay rate in effect on the date immediately preceding
         the Completion Date.

         Notwithstanding the previous paragraph, if, during any Affected
         Employee's employment with CSC, the employment service of such
         Affected Employee would result in an accrual of vacation days under
         CSC's normal vacation policy accrual rate


                                      70
<PAGE>
         which is in excess of that which would be accrued under the Affected
         Employee's Marconi Rate, then CSC's normal vacation policy accrual
         rate shall thereafter apply to such Affected Employee. For purposes of
         the preceding sentence, Affected Employees shall be given credit for
         service with the Vendor (and any other companies for which such
         service was recognized under the Marconi PTO policy as of the
         Announcement Date) for purposes of CSC's vacation policy.

2.5      Affected Employees shall be credited with twenty (20) days of initial
         sick leave under the CSC's sick leave policy and they will accrue
         additional sick leave in accordance with CSC's sick leave policy.

2.6      Affected Employees shall be entitled to Holidays equal to the greater
         of nine (9) or the number recognized at CSC's worksite at which such
         Affected Employees are employed other than optional or elected days.
         Such Holidays shall be used in accordance with CSC's general holiday
         policies.

2.7      The Parties expressly agree that none of CSC or any member of the CSC
         Group will purchase, assume, or have any obligation or liability
         whatsoever with regard to, any Seller Plan or Other Benefit
         Obligation. Furthermore, part 3 of Schedule 8 shall have no
         application whatsoever with respect to any Seller Plan or Other
         Benefit Obligation.

2.8      CSC shall permit Affected Employees to participate in CSC vision, life
         insurance, Code section 125, accidental death and dismemberment,
         business travel insurance, long-term disability (including CSC
         Long-Term Disability Plan), and dependent life insurance plans or
         arrangements on the same terms and conditions as other
         similarly-situated employees of CSC; provided, however, that CSC shall
         credit service to each Affected Employee for purposes of satisfying
         the pre-existing condition limitation service requirements under CSC
         Long Term Disability Plan, with such credited service equal to the
         period of time such Affected Employee was covered under the long term
         disability portion of the Marconi Total Rewards Program or the GEC-USA
         Employees' Welfare Benefit Plan as of the Completion Date.

2.9      CSC warrants that the details of the CSC 401(k) Plan, the CSC
         Retirement Plan, the CSC Health and Welfare Plans, and the CSC
         Long-Term Disability Plan are as set forth in the CSC Employee
         Handbook provided to the Vendor, and warrants that CSC has no material
         adverse change to any of the CSC 401(k) Plan, the CSC Retirement Plan,
         the CSC Health and Welfare Plans or the CSC Long-Term Disability Plan
         under serious consideration and that CSC in normal course annually
         evaluates the CSC Health and Welfare Plans in connection with the
         annual enrolment process/annual plan renewals.


                                      71
<PAGE>
2.10     If an Affected Employee commences employment with CSC on a date later
         than the date immediately following Completion, then the date
         immediately prior to the date on which such Affected Employee
         commences employment with CSC shall be referred to as the Affected
         Employee's "Deferred Employment Date," and the provisions of
         paragraphs 2.1, 2.2, 2.3, 2.4 and 2.8 of this Schedule shall be
         determined with respect to such Affected Employees by substituting the
         term "Deferred Employment Date" for the term "Completion Date"
         wherever such term appears in those paragraphs.


                                      72
<PAGE>
                      APPENDIX 2.1 TO PART 2 OF SCHEDULE 8

The Salary uplift for each Affected Employee with respect to 401(k) plan
differences is [***]of base pay.

                      APPENDIX 2.2 TO PART 2 OF SCHEDULE 8

The Salary uplift for each Affected Employee with respect to retirement plan
differences is [***]of base pay.

                      APPENDIX 2.3 TO PART 2 OF SCHEDULE 8

The Salary uplift for each Affected Employee with respect to medical, dental,
and vision benefits shall be a monthly dollar amount equal to the monthly
amount by which the total amount charged for medial, dental and vision coverage
under the CSC plans exceeds the total amount charged for such coverage on a
monthly basis under the Marconi Total Rewards. The medical, dental and vision
coverage of an Affect Employee shall be the medical, dental and vision coverage
under Marconi Total Rewards as of the date it is announced that this agreement
has been entered into by the Vendor and CSC ("ANNOUNCEMENT DATE"). If the
amount charged by CSC for such coverage does not exceed the amount charged by
the Vendor for such coverage, Salary shall not affected by reason of medical,
dental and vision coverage.

With respect to any Affected Employee who as of the Announcement Date has a
domestic partner covered for medical, dental and/or vision coverage under the
Marconi Total Rewards as of the Announcement Date, such Affected Employee shall
be given a one-time lump sum payment equal to the amount that would be charged
as of the Announcement Date under Marconi Total Rewards for eighteen (18)
months of COBRA coverage for the domestic partner.

The Salary uplift for Affected Employee who is covered by Long Term Disability
insurance coverage as of the Announcement Date under Marconi Total rewards
shall be monthly dollar amount equal to the monthly amount by which the total
amount charged for Long Term Disability insurance coverage under the CSC plans
exceeds the total amount that would be charged for such coverage on a monthly
basis under the Marconi Total Rewards as of the Announcement Date.


                                      73
<PAGE>
PART 3 - EMPLOYEE BENEFIT SCHEMES OTHER THAN THOSE COVERED BY PARTS 1 AND 2

1.       FUNDED MIXED SCHEMES

1.1      In this paragraph "MIXED SCHEMES" means the funded retirement benefits
         plans listed under Appendix 1 to this Part 3 of Schedule 8 under which
         both Employees and employees of the Vendor who are not Employees are
         in pensionable service at Completion.

1.2      Employees shall cease to participate in the Mixed Schemes in relation
         to their service after Completion.

1.3      CSC shall:

         (i)      (to the extent it has not already done so) provide (either by
                  establishing separate retirement benefits plans or under
                  existing retirement benefits plans) ("the CSC SCHEMES")
                  benefits to such Employees (other than UK Transferring
                  Employees and US Transferring Employees) in respect of their
                  service after Completion; and

         (ii)     within one month of Completion offer membership to such
                  Employees (backdated to Completion) of a CSC Scheme on terms
                  which are agreed between the Vendor and CSC such that the
                  remuneration and benefits payable in respect of the Employees
                  in the aggregate are broadly comparable to those which
                  applied in respect of the Employees for service prior to
                  Completion and which require contributions by such Employees
                  at rates no higher than apply to them as at Completion
                  (subject to any increases or decreases in contributions which
                  would have been permissible and usual in terms of the rules
                  of the Mixed Schemes). In the event of the Parties' failure
                  to agree, the matter shall be referred to an independent
                  actuary agreed by CSC and the Vendor or (failing agreement
                  within fourteen (14) days of a written request from one party
                  to the other to agree to the appointment of such an actuary)
                  appointed at the request of CSC and the Vendor by or on
                  behalf of the President for the time being of the Institute
                  of Actuaries. The decision of any such actuary shall be final
                  and binding on the Parties and his expenses shall be borne
                  equally by CSC and the Vendor. The independent actuary shall
                  act as an expert and not as an arbitrator.

1.4      Unless the Vendor and CSC otherwise agree in writing, arrangements
         shall be made in relation to each Employee (or Employees in the
         aggregate, where applicable) for


                                      74
<PAGE>
         the transfer (subject to relevant local legal, actuarial and
         regulatory requirements) of funds as provided in this paragraph 1 from
         the Mixed Schemes to CSC's Schemes. Such transfer shall be in full and
         final discharge of all liabilities of the Mixed Schemes to and in
         respect of such Employees.

1.5      The pensions transfer shall be

         (i)      (in respect of a defined contribution arrangement) an amount
                  equal to the value at Completion of the Employee's individual
                  pension account together with accumulated interest; and

         (ii)     (in respect of a defined benefit arrangement) the transfer
                  amount shall be the lesser of:

                  (a)      such capital value calculated in accordance with the
                           latest actuarial valuation of the defined benefit
                           arrangement or, where no such valuation is available
                           in accordance with terms agreed between the Vendor
                           and CSC and in the event of the Parties' failure to
                           agree calculated on a basis settled by the
                           independent actuary appointed under 1.3(ii), making
                           allowance (in accordance with that valuation or
                           where applicable the basis agreed between the Vendor
                           and CSC or recommended by the independent actuary
                           appointed under 1.3(ii)) for projected increases in
                           earnings up to the assumed date of cessation of
                           pensionable service; and

                  (b)      a share of assets of the Mixed Scheme calculated by
                           reference to the proportion of the total liabilities
                           of the Mixed Scheme attributable to Employees who
                           are members of the Mixed Scheme.

2.       UNFUNDED SCHEMES

2.1      In this paragraph:

         "UNFUNDED SCHEMES" means those unfunded retirement benefit plans in
         Germany which are described in Appendix 2 to Part 3 of this Schedule
         8.

2.2      The Vendor shall deliver to CSC no later than thirty (30) days after
         Completion all relevant data, information and documents as CSC may
         reasonably require in order to enable it to calculate the accrued
         pension liabilities referred to in paragraph 2.3 below.


                                      75
<PAGE>
2.3      An actuary appointed by CSC shall calculate and agree with an actuary
         appointed by the Vendor the accrued pension liabilities in respect of
         the Unfunded Schemes for all active employees in employment as at
         thirty (30) days after Completion ("THE TRANSFER DATE") on the bases
         set out below, and shall notify the calculations in writing to CSC and
         to the Vendor within thirty (30) days after the Transfer Date. The
         bases of calculation shall be:

         2.3.1    in accordance with the standard national actuarial and
                  accounting principles, bases, policies, methods and practices
                  applicable in the relevant jurisdiction for an ongoing
                  Unfunded Scheme ("THE LOCAL BASIS"). For pension accruals,
                  the accounting rules and Section 6a of the German Income Tax
                  Act used to calculate book reserves will apply and the
                  calculation will refer to the mortality tables 1998 ("HEUBECK
                  RICHTTAFELN 1998"); and

         2.3.2    additionally, in respect of the German Unfunded Schemes, in
                  accordance with accounting principles consistent with FAS87
                  and US GAAP and using the following actuarial assumptions
                  ("THE US BASIS"):

                  [***]

                  [***]

                  [***]

                  [***]

2.4      CSC undertakes that any Unfunded Schemes will not be terminated and
         will continue to provide benefits to and make provisions in respect of
         the employees referred to in paragraph 2.3 on terms which are agreed
         between the Vendor and CSC to be broadly comparable to the terms which
         applied for such employees prior to Completion.

2.5      In the event of the Parties' failure to agree any of the matters
         referred to in paragraph 2.3 or 2.4 above, the matter shall be
         referred to an independent actuary agreed by the CSC and the Vendor or
         (failing agreement within fourteen (14) days of a written request from
         one party to the other to agree to the appointment of such an actuary)
         appointed at the request of CSC or the Vendor by or on behalf of the
         President for the time being of the Institute of Actuaries.

2.6      The Vendor undertakes to transfer to CSC the amount corresponding to
         the accrued pension liabilities calculated in accordance with the
         Local Basis. The amount shall be


                                      76
<PAGE>
         payable together with compound interest calculated at [***] per cent
         ([***]%) above the base rate of Barclays Bank plc accrued between the
         Transfer Date and the date of payment within thirty (30) days after it
         is notified of the amount of the calculation.

2.7      In the event that the value of the accrued pension liabilities in
         respect of the German Unfunded Schemes as at the Transfer Date
         calculated in accordance with the US Basis exceeds the value of those
         liabilities calculated in accordance with the Local Basis ("THE
         EXCESS"), the Vendor shall pay to CSC an amount equal to [***]% of the
         Excess less an amount equal to x% of [***]% of such Excess (where x is
         equal to the rate of corporation tax (Korperschaftsteuer) payable in
         Germany as at the Transfer Date). The net amount shall be payable
         together with compound interest calculated at [***]% above the base
         rate of Barclays Bank plc accrued between the Transfer Date pursuant
         to paragraph 2.3 and the date of payment pursuant to this paragraph
         2.7.

3.       TRATTAMENTO DI FINE RAPPORTO

         In this paragraph:

         "TFR" means those unfunded Trattamento di Fine Rapporto arrangements
         in Italy.

3.1      Accrued unfunded liabilities in respect of the TFR will be calculated
         for all active employees in active employment at the Transfer Date in
         accordance with the accounting principles, bases, policies, methods
         and practices used by the Vendor for active employees in Italy for
         TFR.

3.2      The liabilities calculated in accordance with paragraph 3.1 will then
         be transferred to CSC. No liabilities will be payable in respect of ex
         members or pensioners. Such transfer shall be in full and final
         discharge of all liabilities of the Vendor under the TFR to and in
         respect of the accrued liabilities in respect of the TFR.

3.3      CSC undertakes that any TFR will not be terminated and will continue
         to provide benefits to and make provisions in respect of any Employees
         under the TFR that are transferring from the Vendor to CSC on terms
         which are agreed between the Parties to be substantially the same as
         the terms which applied for the employees referred to in paragraph 3.1
         prior to Completion.

4.       MISCELLANEOUS

4.1      CSC shall indemnify the Vendor for itself and as agent for each member
         of the Vendor Group who are employers of any of the European
         Transferring Employees or the South African Transferring Employees
         against any claim in respect of a failure by


                                      77
<PAGE>
         CSC to provide retirement or death-in-service benefits for or in
         respect of any European or South African Transferring Employee in
         respect of their service under the CSC Schemes on or after Completion
         of the same or equivalent level as those persons would have been
         entitled immediately before Completion.


                                      78
<PAGE>
                       APPENDIX 1 TO PART 3 OF SCHEDULE 8

                             LIST OF MIXED SCHEMES


         BRAZIL:           Brazil Retirement Plan with AIG/Unibanco

         CANADA:           Marconi Communications Optical Networks Corp.
                           Savings Plan

                           Marconi Group Retirement Savings Plan with the
                           Maritime Life Assurance Company

                           Canadian LLS Pension and S&I Plan (Defined Benefit)

         IRELAND:          Fore Systems Limited Benefit Plan

         ITALY:            Marconi Spa Company Fund for Dirigenti managed by
                           INA - Assitalia

         MEXICO:           Marconi Mexico Retirement Plan with Grupo Nacional
                           Provincial

         SOUTH AFRICA:     Marconi Retirement Fund

         UK:               MSI Pension arrangements

                           (Group Personal Pension Scheme and Group Life
                           Assurance Scheme)


                                      79
<PAGE>
                       APPENDIX 2 TO PART 3 OF SCHEDULE 8

                            LIST OF UNFUNDED SCHEMES


GERMANY

The Unfunded Schemes listed below for Germany have all been agreed on in
collective agreements of Bosch Telekom GmbH or Robert Bosch GmbH. The Vendor
applies those Pensions Schemes for all its Employees transferring to CSC on
either a collective basis or an individual basis.

1.       Works Council Agreement "Pension Scheme" between management and
         Company Works Council of Bosch Telekom GmbH dated November 18, 1998.

2.       Protocol note to Works Council Agreement "Pension Scheme" between
         Bosch Telekom GmbH and Company Works Council dated November 18, 1998.

3.       Works Council Agreement "Payment Principles Capital Account Plan"
         between management and Company Works Council of Bosch Telekom GmbH.

4.       Protocol note to Works Council Agreement "Payment Conditions Capital
         Account Plan" between Bosch Telekom GmbH and Company Works Council
         dated November 18, 1998.

5.       Works Council Agreement "Transfer to Capital Account Plan RBI" between
         management and Company Works Council of Bosch Telekom GmbH dated
         November 18, 1998.

6.       Directive "Pension Scheme" concluded between Robert Bosch GmbH and
         Group Speakers Committee of managerial employees dated December 4,
         1998.

7.       Protocol note to Directive "Pension Scheme" between Robert Bosch GmbH
         and Group Speakers Committee for managerial employees dated December
         4, 1998.

8.       Directive "Payment Conditions Capital Account Plan" concluded between
         Robert Bosch GmbH and Group Speakers Committee for managerial
         employees dated December 4, 1998.

9.       Directive "Transfer to Capital Account Plan RBI" concluded between
         Robert Bosch GmbH and Group Speakers Committee for managerial
         employees dated December 4, 1998.

10.      Protocol note to Directive "Transfer to Capital Account Plan RBI"
         between Robert Bosch GmbH and Group Speakers Committee of managerial
         employees dated December 16, 1998.

11.      Protocol note to Company Works Council Agreement "Old Age Part Time
         (dated July 19, 1998)" between Robert Bosch GmbH and Company Works
         Council dated November 27, 1998.


                                      80
<PAGE>
ITALY

1.       Trattamento di Fine Rapporto.


                                      81
<PAGE>
                              SCHEDULE 9 - BUDGET


1.       OVERVIEW

         This schedule shows the baseline costs (with supporting schedules) as
         provided by Marconi along with the associated volume metrics provided
         by CSC and BT.

         In the following tables, information contained in the column headed
         "Original" is provided for information purposes only, and will be
         reviewed between the Parties following Cutover (as defined in the
         Master Services Agreement) but, for the avoidance of doubt, will not
         be verified as part of any True-up Process (as defined in the Master
         Services Agreement).

                                     [***]


                                      82
<PAGE>
                                  SCHEDULE 10

                               INTERNAL SERVICES

INTERPRETATION

For the purposes of this Schedule 10 (Internal Services), the Parties
acknowledge that the services referenced below are described as obligations of
the "Supplier". Notwithstanding this, the Parties acknowledge that these
services are those which were provided by the Marconi Group from its own
resources or procured by the Marconi Group from third parties immediately prior
to the date of this Agreement.

PART 1: INTERNAL IT SERVICES

SERVICES

The services described in Schedule 1 (Service Level Agreement) to the Master
Services Agreement, excluding the services described in Schedule 1 (Service
Level Agreement) to the BT Sub-Contract.

SITES

The sites set out in Schedule 1 (Service Level Agreement) to the Master
Services Agreement, (including those sites set out in Appendices A (Sites), C
(Asia-Pac Services) and D (Transferring Out Entities)).

PART 2: INTERNAL NETWORK SERVICES

References in this Part 2 of Schedule 10 to Schedule 1 of the BT Sub-Contract
shall be references to Schedule 1 of the BT Sub-Contract in Agreed Terms.

SERVICES

The services described in Schedule (Service Level Agreement) of the BT
Sub-Contract.

SITES

The sites set out in Appendices A (Sites), B (Asia-Pac Services) and C
(Transferring Out Entities) to Schedule 1 (Service Level Agreement) of the BT
Sub-Contract.


                                      83
<PAGE>
EXECUTION:

The Parties have shown their acceptance of the terms of this Transfer Agreement
by executing on the date first written above.


SIGNED by MARCONI                                             )
COMMUNICATIONS S.P.A.                                         )
acting by its attorney                                        )
                                                              )
in the presence of:                                           )

Witness's signature:

Name (in capitals):

Address:

Occupation:


SIGNED by MARCONI SUD S.P.A.                                  )
acting by its attorney                                        )
                                                              )
in the presence of:                                           )

Witness's signature:

Name (in capitals):

Address:

Occupation:


SIGNED by CSC COMPUTER                                        )
SCIENCES ITALIA S.P.A.                                        )
acting by its attorney                                        )
                                                              )
in the presence of:                                           )

Witness's signature:

Name (in capitals):

Address:

Occupation:


                                      84
<PAGE>
                                                       SCHEDULE 2 - TERRITORIES


                                   SCHEDULE 2

                                  TERRITORIES


<TABLE>
<CAPTION>
                                                   TRANSFER AGREEMENT COUNTERPART
   TERRITORY                      MARCONI GROUP MEMBER                           CSC GROUP MEMBER

<S>                   <C>                                               <C>
UNITED KINGDOM               Marconi Communications Limited                   CSC Computer Sciences Limited
                        Metapath Software International Limited
                                 Albany Partnership Ltd
     ITALY                     Marconi Communications SpA                   CSC Computer Sciences Italia SpA
                                    Marconi Sud SpA
    GERMANY                   Marconi Communications GmbH                       CSC Managed Services GmbH
    IRELAND                  Marconi Communications Limited              CSC Services Management Ireland Limited
                                Marconi Corporation plc
                        Marconi Communications Optical Networks
                                        Limited
     SPAIN                         Marconi Iberia SA                            Computer Sciences Espana
      USA                     Marconi Communications, Inc.               CSC International Systems Management Inc
                        Metapath Software International (US) Inc
    CANADA                 Marconi Communications Canada Inc                  Computer Sciences Canada Inc
    MEXICO            Marconi Communications de Mexico S.A. de C.V       CSC Computer Sciences S. De R.L. de C.V
                         Marconi Communications Telemulti Ltda
    BRAZIL               Marconi Communications Telemulti Ltda            CSC Computer Sciences do Brasil Ltda
 SOUTH AFRICA          Marconi Communications South Africa (pty)        CSC Computer Sciences (South Africa) (Pty)
                                          Ltd                                            Limited
</TABLE>


<PAGE>
                                                 SCHEDULE 3 - INTERNAL SERVICES


                                   SCHEDULE 3

                               INTERNAL SERVICES

INTERPRETATION

For the purposes of this Schedule 3 (Internal Services), the Parties
acknowledge that the services referenced below are described as obligations of
the "Supplier". Notwithstanding this, the Parties acknowledge that these
services are those which were provided by the Marconi Group from its own
resources or procured by the Marconi Group from third parties immediately prior
to the date of this Agreement.

PART 1:  SERVICES

The services described in Schedule 1 (Service Level Agreement) to the Master
Services Agreement, excluding the services described in Schedule 1 (Service
Level Agreement) to the BT Sub-Contract.

PART 2: SITES

The sites set out in Schedule 1 (Service Level Agreement) to the Master
Services Agreement (including those sites set out in Appendices A (Sites), C
(Asia-Pac Services) and D (Transferring Out Entities)).


                                      34
<PAGE>
                                                        SCHEDULE 4 - WARRANTIES


                                   SCHEDULE 4

                                   WARRANTIES

IT EQUIPMENT

1.1      On Completion, Marconi or the relevant member of the Marconi Group
         will have good title to all the IT Equipment free from and clear of
         all liens, charges, mortgages, or similar encumbrances but excluding
         liens or licences arising in the ordinary course of business which are
         fairly disclosed in the Disclosure Letter.

1.2      The IT Equipment and the Leased Equipment at the date of this
         Agreement is in sufficient working order to enable members of the CSC
         Group to provide the IT Services and has been regularly and
         appropriately maintained and supported and so far as Marconi is aware
         no material item of the IT Equipment or the Leased Equipment is
         dangerous, or requires renewal or replacement.

1.3      The IT Equipment and the Leased Equipment comprise as at the date of
         this Agreement all the material hardware and information technology
         assets and equipment used by the Marconi Controlled Group to provide
         the Internal Services.

1.4      The net book value at which each item of IT Equipment are listed on
         the Marconi Asset Registers accurately and fairly reflects the net
         book value of such item of IT Equipment in the books of the Marconi
         Group at 31 October 2002, determined by depreciating the value of the
         equipment on a straight line basis in accordance with the Marconi
         Group's generally applicable accounting principles for the equipment
         in question.

2.       IN-SCOPE CONTRACTS

2.1      MATERIAL IN-SCOPE CONTRACTS VALID

         Marconi is not aware of the invalidity of or any grounds for
         rescission, avoidance or repudiation of any In-Scope Contract
         involving an annual expenditure of total value of [***]or greater
         (each being a "MATERIAL CONTRACT") and neither it nor any other member
         of the Marconi Group has received written notice of any intention to
         terminate any such In-Scope Contract.

2.2      NO DEFAULT

         Neither Marconi nor (so far as Marconi is aware) any other party to
         any Material Contract is in material default or breach under it, and
         no Material Contract is the


                                      35
<PAGE>
         subject of dispute or a claim nor so far as Marconi is aware are there
         any circumstances which might give rise to such a dispute or claim.

3.       EMPLOYEES

3.1      All the UK, European and Non European Transferring Employees listed in
         Schedule 3 (The Employees) to each of the Transfer Agreements are
         primarily engaged immediately prior to Completion (as defined in the
         relevant Transfer Agreement) by Marconi or a member of the Marconi
         Group in performing services which are the same or similar to the
         Services (the "BUSINESS"). The Employees are all directly employed by
         Marconi or a member of the Marconi Group.

         DETAILS OF EMPLOYEES

3.2      In relation to each of the Employees there are contained in or
         attached to the Disclosure Letter full and complete particulars or
         copies of:

         (a)      standard form current written service or employment
                  agreements or particulars of employment (as appropriate) and
                  including the notice periods applicable and issued to each
                  category of Employee; and

         (b)      any procedures affecting their terms of employment, including
                  disciplinary or grievance procedures and any procedures to be
                  followed in the case of redundancy or dismissal.

3.3      In relation to each of the Employees there are contained in or
         attached to the Disclosure Letter full, complete and accurate
         particulars or copies of:

         (a)      their name, ID number, age, sex, date of commencement of
                  employment with Marconi or the relevant member of the Marconi
                  Group;

         (b)      their rate of remuneration, bonus and commission, any other
                  benefit of any kind to which they are entitled or which are
                  regularly provided or made available to them, entitlement to
                  holidays and holiday bonuses, and working hour arrangements
                  (so far as not disclosed pursuant to sub-Paragraph (a)
                  above).

         NO EMPLOYEE BENEFIT PLANS

3.4      There are no profit-sharing, share option or share incentive schemes
         or other employee benefit plans in relation to any Employee.


                                      36
<PAGE>
3.5      No Employee listed in Schedule 3 (The Employees) to any of the
         Transfer Agreements has a right to return to work (whether for reasons
         connected with maternity leave or absence by reason of illness or
         incapacity or otherwise).

3.6      No Employee has been given notice of termination of his employment (or
         had his employment terminated without notice) for a period of twelve
         (12) months prior to Completion.

3.7      Full particulars are contained in the Disclosure Letter of any
         outstanding offer of employment made to any person by Marconi or the
         relevant member of the Marconi Group in relation to the Business and
         there is no person who has accepted such an offer of employment made
         by Marconi or the relevant member of the Marconi Group but whose
         employment has not yet started.

3.8      Full particulars are contained in the Disclosure Letter of any
         agreement for the provision of consultancy services or the services of
         personnel to the Business and of the terms applicable to the
         secondment to the Business of any person.

         CHANGES IN BENEFITS

3.9      As far as Marconi or the relevant member of the Marconi Group is
         aware, it has not offered, promised or agreed for the future any
         variation in any contract of employment or any contract for services
         in respect of the Employees employed by Marconi or the relevant member
         of the Marconi Group in respect of whom liability is deemed by the
         Regulations or its equivalent in any other jurisdiction, to pass to
         CSC or a member of the CSC Group.

3.10     No order that has not yet been complied with has been made for the
         reinstatement or re-engagement following Completion of any of the
         Employees or any person formerly employed or engaged in the Business.

3.11     Except in respect of normal accruals of remuneration or emoluments of
         employment, no sum is payable to or for the benefit of any Employee or
         their dependants nor is Marconi or any member of the Marconi Group a
         party to any arrangements or promise to make or is in the habit of
         making ex gratia or voluntary payments by way of bonus, gratuity,
         allowance or the like to any such persons and there are no schemes of
         arrangements (whether legally enforceable or not) for the payment of
         disability or similar schemes or arrangements in operation or
         contemplated in respect of any of the Employees or their dependants or
         persons formerly employed or engaged in the Business or their
         dependants under which CSC or a member of the CSC Group may become
         liable to make payments or to provide equivalent benefits.


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<PAGE>
3.12     Marconi or the relevant member of the Marconi Group does not have an
         obligation to make any payment on redundancy in excess of the
         statutory redundancy payment and Marconi or the relevant member of the
         Marconi Group has not operated any discretionary practice of making
         any such excess payments.

3.13     There is not and during the twelve (12) months preceding the date of
         this Agreement there has not been any industrial action (other than
         insignificant unofficial action) by the Employees affecting the
         Business and to the best of the knowledge, information and belief of
         Marconi or the relevant member of the Marconi Group, there are no
         facts or circumstances which might give rise to such industrial action
         (other than insignificant unofficial action).

3.14     Marconi or any member of the Marconi Group is not a party to any
         collective agreement or other similar agreement (such as a dismissal
         procedures agreement) or trade dispute (or related proceedings) with
         unions or other employee representatives or otherwise relating to the
         Employees as one or more collective units. To the best of the
         knowledge, information and belief of Marconi or the relevant member of
         the Marconi Group there are no facts or circumstances which might give
         rise to Marconi or the relevant member of the Marconi Group becoming a
         party to any such agreement or becoming involved in any such dispute
         or proceedings.

3.15     Marconi or the relevant member of the Marconi Group is not engaged or
         involved in any dispute, claim or legal proceedings (whether arising
         under contract, common law, statute or in equity) with any of the
         Employees nor with any other person employed by Marconi or the
         relevant member of the Marconi Group in respect of whom liability is
         deemed to pass to CSC or any member of the CSC Group by virtue of the
         Regulations or its equivalent in any other jurisdiction, and so far as
         Marconi or the relevant member of the Marconi Group is aware there is
         no likelihood of any such dispute, claim or proceedings arising at any
         time.

4.       PENSIONS

         In this part of this Schedule, the following terms have the following
         definitions:

         "GEC PLAN" means[***];

         "MARCONI PENSION SCHEME(S)" means[***];

         "MARCONI WELFARE SCHEME(S)" means the[***]; and


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<PAGE>
         "STATE SCHEME(S)" means arrangements under public law statute or
         regulation to which Marconi or a member of the Marconi Group
         contributes in compliance with applicable law or regulation.

4.1      NO OTHER SCHEMES

         So far as is material, other than the Marconi Pension Scheme(s), the
         Marconi Welfare Scheme(s), the State Scheme(s) and save as disclosed
         in the Disclosure Letter, there is not in operation nor is there any
         obligation, nor has any proposal been announced either verbally or in
         writing, to establish a superannuation, pension, retirement, life
         assurance, death benefit, sickness, accident benefit or other similar
         scheme or arrangement in respect of which Marconi has any legally
         binding liability to contribute or incur an obligation to or in
         respect of any Employee.

4.2      INFORMATION

4.2.1    Details of whether the Marconi Pension Scheme(s) are Mixed Scheme(s)
         (for the purposes of paragraph 1 of Part 3 of Schedule 8 (Pensions and
         Related Benefits) to the Transfer Agreements), funded self-contained
         plans (for the purposes of paragraph 2 of Part 3 of Schedule 8
         (Pensions and Related Benefits) to the Transfer Agreements) or
         unfunded schemes (for the purposes of paragraph 3 of Part 3 of
         Schedule 8 (Pensions and Related Benefits) to the Transfer Agreements
         ) have been given to the Supplier.

4.2.2    Details of the Marconi Pension Scheme(s) and Marconi Welfare Scheme(s)
         have been given to CSC or a member of the CSC Group in the form (so
         far as relevant in each case) of:

         (a)      a copy of the governing documentation of the Marconi Pension
                  Scheme(s) and Marconi Welfare Scheme(s);

         (b)      a copy of the current explanatory booklet issued to any
                  Employee who is or is entitled to become a member of a
                  Marconi Pension Scheme;

         (c)      a copy of the audited accounts and financial statements of
                  the Marconi Pension Scheme(s) for the last scheme year;

         (d)      the latest actuarial valuation report of the Marconi Pension
                  Scheme(s) that provide defined benefits; and

         (e)      a list of the Employees who are members of the Marconi
                  Pension Scheme(s) and the Marconi Welfare Scheme(s) together
                  with sufficient data to enable


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<PAGE>
                  CSC or the relevant member of the CSC Group to ascertain
                  their benefit entitlements under the Marconi Pension
                  Scheme(s) and Marconi Welfare Scheme(s).

4.2.3    The details of the Marconi Pension Scheme(s) and Marconi Welfare
         Scheme(s) which have been given to CSC or a member of the CSC Group
         referred to in paragraphs (a), (b), (c), (d) and (e) above are
         sufficient and complete in all material respects to enable CSC or the
         relevant member of the CSC Group to ascertain benefits provided under
         the Marconi Pension Schemes and Marconi Welfare Scheme(s) in respect
         of the Employees and the value of such benefits.

4.3      CONTRIBUTION RATES

         Details of the current contribution rate(s) contributed to the Marconi
         Pension Scheme(s) and Marconi Welfare Scheme(s) by Marconi or the
         relevant member of the Marconi Group have been given to CSC or a
         member of the CSC Group.

4.4      EXERCISE OF DISCRETIONS

         Except as disclosed in the Disclosure Letter, no discretion or power
         has been exercised under the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) in respect of any Employee to augment benefits,
         provide a benefit which would not otherwise be provided or pay a
         contribution which would not otherwise have been paid.

4.5      AMENDMENT AND TERMINATION

         Except as disclosed in the Disclosure Letter, no plan, proposal or
         intention to amend, discontinue (in whole or in part) or exercise a
         discretion in relation to the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) with respect to any Employee has been communicated
         to any Employee who is a member of a Marconi Pension Scheme or the
         Marconi Welfare Scheme nor has any act or event occurred which could
         give rise to a full or partial discontinuance of any Marconi Pension
         Scheme or the Marconi Welfare Scheme with respect to any Employee
         under applicable law.

4.6      FUNDING

         No contribution due to the Marconi Pension Scheme(s) or the Marconi
         Welfare Scheme(s) is/are unpaid (other than those payable in the month
         in which Completion takes place or the immediately preceding month)
         which unpaid amounts will be paid


                                      40
<PAGE>
         by Marconi in accordance with the terms of the Marconi Pension
         Scheme(s) or the Marconi Welfare Scheme(s) and applicable law.

4.7      APPROVAL

         The [***]is an exempt approved scheme within the meaning of s592 ICTA.

4.8      CONTRACTING-OUT

         The [***]is not a contracted-out scheme within the meaning of the
         Pension Schemes Act 1993.

4.9      COMPLIANCE

         Each of the Marconi Pension Scheme(s) and the Marconi Welfare
         Scheme(s) with respect to Employees has been administered and invested
         in accordance with its terms and with the provisions of its governing
         documentation. Each of the Marconi Pension Scheme(s) and the Marconi
         Welfare Scheme(s) and each of the funds established thereunder is in
         compliance with the law applicable to the jurisdiction of its
         residence with respect to Employees.

4.10     NO DISPUTES

         There is no pending or threatened litigation, arbitration,
         proceedings, investigations or other claims, other than routine claims
         for benefits, relating to the Marconi Pension Scheme(s), the Marconi
         Welfare Scheme(s) or the State Scheme(s) or any benefits provided
         under them in relation to any of the Employees.

4.11     US SCHEMES

4.11.1   Each Marconi Pension Scheme intended to be a qualified plan under
         Section 401(a) of the United States Internal Review Code of 1986, as
         amended ("THE CODE") has received a favourable determination letter
         from the Internal Revenue Services that it is qualified under Code
         Section 401(a) and that its related trust is exempt from federal
         income tax under Code Section 501(a) and such determination letter has
         not been revoked.

4.11.2   Neither Marconi nor any member of the Marconi Group has established,
         maintained or contributed to or otherwise participated in, or had an
         obligation to maintain, contribute to, or otherwise participate in,
         any Multiemployer Plan (as that term is defined in section 3(37)(A) of
         the United States Employee Retirement Income


                                      41
<PAGE>
         Security Act of 1973, as amended ("ERISA")) within the last six years
         in respect of the US Transferring Employees.

4.11.3   Except to the extent required under ERISA Section 601 et seq. and Code
         Section 4980B, neither Marconi nor any member of the Marconi Group is
         obliged to provide health or welfare benefits to any Non-European
         Transferring Employee employed in the United States prior to the
         Completion Date or dependant or beneficiary thereof following such
         employee's retirement or other termination of service.

4.11.4   Marconi and the other relevant members of the Marconi Group have
         complied with the provisions of ERISA Section 601 et seq. and Code
         Section 4980B and with the provisions of ERISA Section 701 et seq. and
         Subtitle K of the Code.


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<PAGE>
                                             SCHEDULE 5 - LIMITATIONS ON CLAIMS


                                   SCHEDULE 5

                             LIMITATIONS ON CLAIMS

1.       CSC TO NOTIFY POTENTIAL CLAIMS

         If CSC becomes aware of any fact, matter, event or circumstance by
         virtue of which in its reasonable judgment at the time Marconi is or
         may become liable to make any payment under any of the
         Warranties[***], CSC shall as soon as practicable [***] inform Marconi
         in writing specifying in reasonable detail the fact, matter, event or
         circumstance giving rise (or which may give rise) to that liability
         and giving an estimate of the amount which may be claimed against
         Marconi in respect of that liability. For the avoidance of doubt, any
         failure to give notice under this paragraph 1 shall not invalidate any
         claim which CSC may subsequently make provided that Marconi shall bear
         no liability for any increased Losses which CSC or any member of the
         CSC Group may suffer or incur as a result of failing to provide notice
         in accordance with this paragraph.

2.       TIME LIMIT ON CLAIMS

2.1      No claim shall be brought by CSC under the Warranties unless it shall
         have given notice in writing of that claim specifying (in reasonably
         sufficient detail) the matter giving rise to the claim, the nature of
         the claim and, so far as practicable, the amount claimed to Marconi
         not later than the expiry of a period of [***]commencing on:

         (a)      in the case of any claim or claims for breach of the
                  Warranties in paragraph 1 of Schedule 4 (Warranties), the
                  Completion Date applicable to the IT Equipment in respect of
                  which such claim or claims have arisen;

         (b)      in the case of any claim or claims for breach of the
                  Warranties in paragraph 2 of Schedule 4 (Warranties) insofar
                  as the claim relates to an In-Scope Contract, the In-Scope
                  Contract Completion Date applicable to the In-Scope Contract
                  in question; and

         (c)      in the case of any claim or claims for breach of the
                  Warranties in paragraphs 3 and 4 of Schedule 4 (Warranties),
                  the Completion Date (as defined in the applicable Transfer
                  Agreement) applicable to the Employees in question.


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<PAGE>
2.2      [***]

3.       SPECIFIC LIMITATIONS

         CSC shall not be entitled to claim against Marconi:

         (a)      under the Warranties [***]until the amount (excluding
                  interest and costs) that would be recoverable from Marconi in
                  respect of the claim, when aggregated with:

                  (i)      the amount (excluding interest and costs)
                           recoverable in respect of any other claims made
                           against Marconi under the Warranties [***]; and

                  (ii)     the aggregate amount (excluding interest and costs)
                           recoverable in respect of any other claims made
                           against any member of the Marconi Group under any
                           Transfer Agreement;

                  exceeds a threshold of [***]pounds ((pound)[***]) in which
                  event, Marconi shall be liable for the full amount of all
                  such claims and not the amount by which that threshold is
                  exceeded only, subject to Paragraph 4;

         (b)      under the Warranties or under Clause 9.3 (Third Party
                  Beneficiaries) to the extent that it applies to a breach of
                  the Warranties only:

                  (i)      in respect of any matters referred to in this
                           Agreement or fairly disclosed in the Disclosure
                           Letter;

                  (ii)     in respect of any matter or thing after the date of
                           this Agreement done or omitted to be done at the
                           written request of or with the written consent of
                           CSC or any other member of the CSC Group;

                  (iii)    [***]

                  (iv)     if and to the extent that:

                           (A)      the claim would not have arisen but for any
                                    act, omission, transaction or arrangement
                                    (or any combination of any of the same),
                                    after the date as at which the relevant
                                    Warranty is given pursuant to Clause 7.1
                                    (Warranties), of CSC or any member of the
                                    CSC Group or their respective directors,
                                    employees or agents except to the extent
                                    that such act, omission, transaction or
                                    arrangement has been undertaken[***];


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<PAGE>
                           (B)      the claim arises or is increased as a
                                    result of the passing of, or any change in
                                    or any change in the interpretation of, any
                                    law, rule, regulation or administrative
                                    practice of any government, government
                                    department, local or state agency,
                                    authority regulatory or fiscal body after
                                    the date of this Agreement;

                           (C)      the claim arises or is increased as a
                                    result of CSC not complying with its
                                    obligations under this Agreement; or

                           (D)      the damage, liability or loss suffered or
                                    incurred by CSC has been made good or has
                                    been otherwise compensated for without cost
                                    to CSC or any member of the CSC Group.

4.       LIMITS OF LIABILITY UNDER THE ASSET TRANSFER AGREEMENT AND THE
         TRANSFER AGREEMENTS

         The aggregate liability of each of the Marconi Group and the CSC Group
         in respect of:

         (i)      all claims under or in connection with [***]the
                  Warranties[***]; and

         (ii)     all claims under or in connection with each and every
                  Transfer Agreement [***] under the Warranties[***],

         shall, save and except in the case of, a breach by Marconi or any of
         the members of the Marconi Group of any of its statutory or
         contractual obligations relating to health and safety, not exceed a
         maximum sum equal to (pound)[***] ([***]pounds) [***]. For the
         avoidance of doubt, this paragraph does not limit the obligation of
         any members of the CSC Group to pay the Vendor Equipment Consideration
         to the Marconi Group in accordance with this Agreement and/or any
         Transfer Agreement.

5.       NO DOUBLE RECOVERY

         CSC shall not be entitled to recover more than once for the same Loss
         in respect of any fact, matter, event or circumstance giving rise to a
         claim under the Warranties [***], the Asset Transfer Agreement or any
         other contract or document entered into pursuant to those agreements.
         Where any fact, matter, event or circumstance giving rise to a claim
         under the Warranties results in an adjustment to the Charges under a
         True-up Process, the financial adjustment so made shall be excluded
         from the quantum of any Loss otherwise recoverable for the breach of
         the Warranties in question.


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<PAGE>
6.       RECOVERY FROM THIRD PARTIES

6.1      If CSC is or may be entitled to recover from some other person (other
         than an insurer) any loss or damage which gives rise to any claim
         under the Warranties[***], CSC shall take all appropriate steps to
         enforce that recovery (keeping Marconi informed on a timely basis of
         any action so taken) before taking any action (other than notifying
         Marconi of the claim) against Marconi and any liability of Marconi
         under this Agreement shall be reduced by the amount (including
         interest (if any)) recovered from the third party less any costs
         reasonably incurred by CSC in respect of such recovery.

6.2      If, notwithstanding any other provision of this Schedule, any payment
         is made by Marconi in or towards the settlement of any claim made
         under the Warranties [***]and CSC subsequently recovers or procures
         the recovery from a third party (other than insurers) of an amount
         which is referable to that claim (and, in the event that CSC becomes
         entitled subsequent to payment by Marconi to make recovery, CSC
         undertakes to take all necessary steps to enforce that recovery) CSC
         shall forthwith repay to Marconi an amount equal to whichever is the
         lesser of:

         (a)      the amount (including interest (if any)) recovered from the
                  third party less any costs reasonably incurred by CSC in
                  respect of such recovery; and

         (b)      the amount paid by Marconi in or towards settlement of the
                  claim.

7.       CONDUCT OF CLAIMS

         If CSC becomes aware of any actual or threatened assessment, claim,
         action or demand by a third party against it (a "third party claim")
         which causes or may cause Marconi to be liable under the Warranties
         [***]then:

         (a)      CSC shall at the written request of Marconi:

                  (i)      take such action as Marconi may reasonably require
                           to avoid, contest, dispute, resist, appeal,
                           compromise or defend the third party claim
                           (including, but without limitation, making counter
                           claims and exercising all rights of set off against
                           third parties);

                  (ii)     if so requested, permit Marconi or procure that
                           Marconi is permitted in the name of and on behalf of
                           CSC to have the sole conduct of all proceedings
                           relating to the third party claim as Marconi may
                           deem appropriate including the appointment of
                           solicitors and other


                                      46
<PAGE>
                           professional advisers and the making of any
                           settlement or compromise of the third party claim;
                           and

                  (iii)    render or cause to be rendered to Marconi all
                           assistance as Marconi may reasonably require
                           (including providing access to information and to
                           employees of CSC) for the purpose of avoiding,
                           contesting, disputing, resisting, appealing,
                           compromising or defending the third party claim,

                  provided that:

                           (A)      Marconi shall indemnify CSC against all
                                    costs reasonably incurred by it in
                                    complying with its respective obligations
                                    under Paragraphs 7(a) (i), (ii) and (iii)
                                    above; and

                           (B)      Marconi shall not make any settlement or
                                    compromise of the third party claim which
                                    is likely to affect the future liabilities
                                    of CSC without the prior approval of CSC,
                                    that approval not to be unreasonably
                                    withheld or delayed;

         (b)      CSC will not make or attempt to make any admission of
                  liability, agreement, settlement or compromise in relation to
                  a third party claim without the consent of Marconi such
                  consent not to be unreasonably withheld or delayed;

         (c)      CSC shall in any event keep Marconi informed as to the steps
                  which are being taken in connection with the third party
                  claim.

8.       DUTY TO MITIGATE

         CSC shall in relation to any loss or liability which might give rise
         to a claim under the Warranties [***]against Marconi take all
         reasonable steps to avoid or mitigate that loss or liability.


                                      47
<PAGE>
                                                                EXECUTION PAGES


                                   SECTION 6

                                     BUDGET



1.       OVERVIEW

         This schedule shows the baseline costs (with supporting schedules) as
         provided by Marconi along with the associated volume metrics provided
         by CSC and BT.

         In the following tables, information contained in the column headed
         "Original" is provided for information purposes only, and will be
         reviewed between the Parties following Cutover (as defined in the
         Master Services Agreement) but, for the avoidance of doubt, will not
         be verified as part of any True-up Process. [***]

EXECUTION:

The Parties have shown their acceptance of the terms of this Agreement by
executing it on the date first written above.



SIGNED by CHRISTOPHER EVANS                              )
                                                         ) /s/ CHRISTOPHER EVANS
duly authorised for and on behalf of                     )
MARCONI CORPORATION PLC                                  )


Witness's signature: /s/ ANNA BUTLER

Name (in capitals): ANNA BUTLER

Address: FLAT 2  28 GREAT JAMES ST  LONDON WCIN 3E7

Occupation: TRAINEE SOLICITOR


SIGNED by GUY HAINS                                      )
                                                         ) /s/ GUY HAINS
duly authorised for and on behalf of                     )
CSC INTERNATIONAL SYSTEMS                                )
MANAGEMENT INC.                                          )


                                      48
<PAGE>
Witness's signature: /s/ A M GRIMMETT

Name (in capitals): ANA MARIA GRIMMETT

Address: FLAT 4 10 CAMBART RD PUTNEY LONDON SW15 6GW

Occupation: TRAINEE SOLICITOR


                                      49