EX-10.1

                             INFORMATION TECHNOLOGY

                         OUTSOURCING SERVICES AGREEMENT

                               BETWEEN SCA AND IBM




This Master Agreement, dated as of the Effective Date, is between Security
Capital Assurance Ltd. ("SCA") and International Business Machines Corporation
("IBM") (collectively, the "PARTIES").

This Master Agreement includes these terms and conditions, the Schedules and
their related Attachments, and is the complete and exclusive agreement between
the Parties regarding the subject matter of this Master Agreement, and replaces
any prior oral or written communications between the Parties with respect to the
subject matter of this Master Agreement.

By signing below, the Parties agree to be bound by the terms of this Master
Agreement. Once signed, unless prohibited by applicable law, any reproduction of
this Master Agreement made by reliable means (for example, photocopy or
facsimile) is considered an original.






Agreed to:                              Agreed to:

--------------------------------------- ----------------------------------------
    Security Capital Assurance Ltd          International Business Machines
                                                      Corporation
By:                                     By:
   ------------------------------------    -------------------------------------
         Authorized Signature                     Authorized Signature

--------------------------------------- ----------------------------------------
    Name and Title (Type or Print)           Name and Title (Type or Print)

--------------------------------------- ----------------------------------------
                 Date                                     Date

Security Capital Assurance Ltd          International Business Machines
One Bermudiana Road                     Corporation
Hamilton, HM 11, Bermuda                Route 100
                                        Somers, New York 10589



<PAGE>


    INFORMATION TECHNOLOGY OUTSOURCING SERVICES AGREEMENT BETWEEN SCA AND IBM

                         TABLE OF CONTENTS AND SCHEDULES

This Master Agreement includes the following Sections, Exhibits, and
Schedules:

SECTION  TITLE                                                            PAGE #

1.  GOALS AND OBJECTIVES.......................................................5
2.  DEFINITIONS................................................................5
3.  TERM.......................................................................5
4.  AGREEMENT STRUCTURE AND INTERPRETATION.....................................6
    4.1  Agreement Structure...................................................6
    4.2  Interpretation........................................................6
5.  MANAGEMENT OF THIS AGREEMENT...............................................6
    5.1  Project Executives....................................................6
    5.2  Meetings..............................................................6
    5.3  Joint Advisory Committee..............................................7
    5.4  Personnel.............................................................7
    5.5  Change Control Procedures and Changes to The Services.................9
6.  SERVICES..................................................................11
    6.1  Description of Services..............................................11
    6.2  Transition of Services...............................................16
    6.3  Agreements...........................................................17
    6.4  Equipment............................................................19
    6.5  Consents.............................................................21
    6.6  Service Levels.......................................................21
    6.7  Disaster Recovery....................................................25
7.  New Services and Projects.................................................26
    7.1  New Services.........................................................26
    7.2  Projects.............................................................26
    7.3  Project Plan Contents................................................27
8.  Changes in Circumstances and Other Reductions in Resource Usage...........28
    8.1  Changes in Circumstances.............................................28
    8.2  Changed Circumstance Adjustments.....................................29
9.  Fees, Payment and Invoices................................................30
    9.1  Fees.................................................................30
    9.2  Costs and Expenses...................................................30
    9.3  Rights of Set Off....................................................30
    9.4  Refundable Items.....................................................30
    9.5  Unused Credits.......................................................31
    9.6  Proration............................................................31
    9.7  Time of Payment......................................................31
    9.8  Disputed Payment.....................................................31
10. Dispute Resolution........................................................32


<PAGE>


11. Renewal and Termination...................................................32
    11.1  Renewal.............................................................32
    11.2  Termination for Cause...............................................33
    11.3  Termination for Convenience.........................................34
    11.4  Termination for Change in Control of IBM............................34
    11.5  Termination for Bankruptcy..........................................34
    11.6  Termination for Force Majeure.......................................35
    11.7  Termination for Failure to Achieve Transition.......................35
    11.8  Cumulative Remedies.................................................35
    11.9  Adjustment..........................................................35
    11.10  Transfer Assistance................................................35
    11.11  Insurance..........................................................38
12. Confidential Information..................................................40
13. Intellectual Property Rights..............................................42
14. Indemnification...........................................................43
15. Limitation of Liability...................................................48
    15.1  General Intent......................................................48
    15.2  Damages.............................................................48
16. Warranty..................................................................49
    16.1  By IBM..............................................................49
    16.2  Mutual Representations and Warranties...............................50
17. Compliance with Laws......................................................51
18. General...................................................................53
    18.1  Assignment and Binding Nature.......................................53
    18.2  Data Privacy and Security...........................................53
    18.3  Data and Return of Data.............................................56
    18.4  Force Majeure.......................................................57
    18.5  Freedom of Action...................................................57
    18.6  Taxes...............................................................57
    18.7  Governing Law and Jurisdiction......................................58
    18.8  Modifications.......................................................58
    18.9  Notifications and Approvals.........................................58
    18.10  Publicity..........................................................59
    18.11  Relationship.......................................................60
    18.12  Remarketing........................................................60
    18.13  Risk of Loss.......................................................60
    18.14  Severability.......................................................60
    18.15  Survival...........................................................60
    18.16  Third Party Beneficiaries..........................................60
    18.17  Waiver.............................................................61
    18.18  Environmental......................................................61
    18.19  Facilities.........................................................61
    18.20  Service Locations..................................................62
    18.21  Joint Verification.................................................62
    18.22  Audits.............................................................63


<PAGE>


                     --------------------------------------
                      EXHIBIT             TITLE
                     --------------------------------------
                         1     Glossary
                     --------------------------------------




                 ----------------------------------------------
                         SCHEDULES AND ATTACHMENTS
                 ----------------------------------------------
                 SCHEDULE               TITLE
                 ----------------------------------------------
                     A     Services and Support
                           Responsibilities
                           Part 0: Services by Country
                           Agreement
                           Part 1: Support Services
                           Part 2: Helpdesk Services
                           Part 3: Server Services
                           Part 4: End User Computing
                           Services
                           Part 5: Network Services
                           Part 6: Cross Functional
                           Services
                 ----------------------------------------------
                     B     Service Levels
                 ----------------------------------------------
                     C     Charges
                 ----------------------------------------------
                     D     Transition Plan
                 ----------------------------------------------
                     E     Contracts
                 ----------------------------------------------
                     F     Software
                 ----------------------------------------------
                     G     Machines and Connectivity
                 ----------------------------------------------
                     H     SCA Standards
                 ----------------------------------------------
                     I     Facilities
                 ----------------------------------------------
                     J     List of Approved Subcontractors
                 ----------------------------------------------
                     K     Materials for Policy and
                           Procedures Manual
                 ----------------------------------------------
                           INTENTIONALLY LEFT BLANK
                 ----------------------------------------------
                     M     Asset Refresh Plan
                 ----------------------------------------------
                     N     Reports
                 ----------------------------------------------
                     O     Disaster Recovery Plan
                 ----------------------------------------------
                     P     IBM Affiliates and Agents
                 ----------------------------------------------
                           INTENTIONALLY LEFT BLANK
                 ----------------------------------------------
                           INTENTIONALLY LEFT BLANK
                 ----------------------------------------------
                     T     SCA Competitors
                 ----------------------------------------------
                  ATTACH-               TITLE
                   MENTS
                 ----------------------------------------------
                     A     UNITED KINGDOM COUNTRY
                           AGREEMENT
                 ----------------------------------------------
                     B     BERMUDA COUNTRY AGREEMENT
                 ----------------------------------------------
                     C     XLFAS ACKNOWLEDGEMENT
                 ----------------------------------------------


<PAGE>


1.    GOALS AND OBJECTIVES

      a.    Goals and Objectives. The Parties agree upon the following specific
            goals and objectives for this Master Agreement:

            1.    The Parties agree that the Services shall be provided under
                  terms and conditions that are designed to provide SCA with
                  flexibility in (i) its future use of information technology in
                  the operation of its business, (ii) the hardware, software and
                  services IBM has engaged to support SCA's information
                  technology operations, and (iii) in the event SCA desires to
                  transition to other providers of information technology
                  services, efficiently transitioning to such and to new
                  technology platforms, all in accordance with the terms and
                  conditions of this Agreement.

            2.    The Parties will address the separation of SCA's information
                  technology networks, applications, and operations in
                  accordance with Schedule D (Transition Plan) attached hereto
                  to allow SCA to follow its own path, and in so doing, SCA
                  shall have access to certain agreed upon resources,
                  technology, economies of scale, and skills of IBM, which SCA
                  may not have been able to develop on its own, all in
                  accordance with the terms and conditions of this Agreement.

            3.    IBM acknowledges that SCA is seeking: (i) significant
                  reductions in expenses and capital; (ii) to change certain
                  fixed cost to variable costs; (iii) better linkage of costs to
                  the discrete services provided; (iv) ease and accuracy
                  associated with the services identified as Services hereunder,
                  and (v) improved business results for operations that are
                  dependent upon information technology SYSTEMS.

            4.    IBM acknowledges that SCA is seeking: (i) creative solutions
                  that maintain and improve upon the economies of scale SCA
                  currently enjoys, while accelerating the accomplishment of the
                  projects described herein; (ii) no disruption in the delivery
                  of services; and (iii) service levels that are equal to those
                  available for the services as of the Effective Date.

            5.    The Services will be provided in a cost-effective, efficient
                  manner in light of the material requirements of the Services
                  and the applicable Service Levels. IBM will use reasonable
                  efforts to identify technological advances and improvements
                  introduced generally in the information technology services
                  outsourcing industry.

      b.    The foregoing list of goals and objectives is not intended to expand
            the scope of IBM's or SCA's obligations under this Agreement, or to
            alter the plain meaning of the terms and conditions of this
            Agreement.

2.    DEFINITIONS

      The defined terms used in this Agreement have the meanings specified in
      Exhibit 1.

3.    TERM

      This Agreement begins on the Effective Date and expires on the Expiration
      Date (the Term), unless earlier terminated or extended under the terms of
      this Agreement.


<PAGE>


4.    AGREEMENT STRUCTURE AND INTERPRETATION

      4.1   AGREEMENT STRUCTURE.

      The Parties intend that the Services shall be provided pursuant to this
      master Agreement (the "MASTER AGREEMENT") and separate country agreements
      for the United Kingdom (the "UK COUNTRY AGREEMENT") and Bermuda (the
      "BERMUDA COUNTRY AGREEMENT"). Services provided under the Master Agreement
      shall be delivered and invoiced to XL Financial Administrative Services,
      Inc. ("XLFAS"). Services provided under the UK Country Agreement and the
      Bermuda Country Agreement shall be provided to the SCA Affiliates
      identified in those agreements but shall be invoiced in a single, monthly
      invoice to XLFAS as provided in Section 9 hereof and in Schedule C
      (Charges) and SCA agrees to be ultimately responsible for the payment of
      such invoices. IBM agrees to provide to SCA a consolidation of the Master
      Agreement, UK Country Agreement and Bermuda Country Agreement invoices
      into a single billing statement (a "CONSOLIDATED INVOICE"). Except as
      expressly provided in the UK Country Agreement or the Bermuda Country
      Agreement (including any country-specific terms set forth therein), the
      terms and conditions of the Master Agreement shall govern both such
      country agreements. In the event of a conflict between the terms of the
      Master Agreement and either the UK Country Agreement or the Bermuda
      Country Agreement, the conflicting terms of each such country agreement
      shall govern

      4.2   INTERPRETATION.

      This Agreement including all of its Attachments shall be interpreted so
      that all of the terms in such documents are given as full effect as
      possible. If the terms contained in Articles 1 to 18 of this Agreement
      conflict with its Attachment(s), the terms in Articles 1 to 18 will
      prevail. If there is a conflict between the terms in this Agreement and
      mandatory statutory law, mandatory statutory law will prevail.

5.    MANAGEMENT OF THIS AGREEMENT

      5.1   PROJECT EXECUTIVES.

      Each Party will appoint an individual (the "PROJECT EXECUTIVE") who has
      the authority to represent and bind its respective Party in connection
      with all aspects of this Agreement. Before assigning an individual as a
      Project Executive, each Party will introduce the individual to the other
      and provide information reasonably requested regarding the assignment of
      the individual as Project Executive, and discuss reasonable objections the
      other may have to such assignment. IBM and SCA may replace their
      respective Project Executives by informing each other with reasonable
      prior notice and an opportunity to be introduced to the prospective new
      Project Executives and discuss reasonable objections, if any, to such
      replacement.

      5.2   MEETINGS.

      SCA and IBM will conduct periodic meetings which will include: (i) a
      weekly operations meeting to discuss performance and anticipated
      activities and changes; (ii) a monthly management meeting to review the
      reports; and (iii) a quarterly senior management meeting to review
      contractual, business, planning, or performance issues.


<PAGE>


      5.3   JOINT ADVISORY COMMITTEE.

      Within two months after the Effective Date, IBM and SCA will create a
      committee (the "JOINT ADVISORY COMMITTEE") consisting of three designees
      from each of the Parties to oversee the management of this Agreement. Such
      oversight will include conducting annual reviews of the operating and
      strategic plans prepared by the Project Executives.

      5.4   PERSONNEL.

      a.    SUBCONTRACTORS

            1.    PRIOR APPROVAL. Prior to subcontracting to a subcontractor
                  any Basic Services that are valued, in the aggregate (whether
                  in a single transaction or a series of related transactions),
                  at greater than one hundred thousand dollars ($100,000.00)
                  per year attributable to such Basic Services (such
                  subcontract, a "MAJOR SUBCONTRACT"), IBM  shall notify SCA
                  of the proposed subcontractor and subcontract and in each
                  instance where such subcontractor is not set forth on Schedule
                  J (List of Approved Subcontractors) as an Approved
                  Subcontractor, shall obtain SCA's prior approval of such
                  subcontractor and subcontract. In seeking SCA's approval in
                  accordance with the foregoing, IBM will specify in writing to
                  SCA: (a) the specific components of the Services that IBM
                  proposes to subcontract; (b) the scope of the proposed
                  subcontract; and (c) the identity, qualifications and
                  financial resources of the proposed subcontractor, along with
                  any information reasonably requested by SCA regarding the
                  proposed subcontractor. At SCA's request, IBM shall forward to
                  SCA a description of the scope of such subcontract. SCA shall
                  have the right to approve or disapprove of proposed Major
                  Subcontracts in its reasonable discretion. Notwithstanding any
                  other provision of this Agreement, all potential
                  subcontractors shall be required to execute IBM's
                  nondisclosure agreement containing confidentiality obligations
                  no less restrictive than those set forth in Article 12
                  (Confidential Information), below, before IBM may disclose any
                  of SCA's Confidential Information to such subcontractors or
                  enter into any discussions with such subcontractors regarding
                  this Agreement. Notwithstanding the foregoing, IBM may, in the
                  ordinary course of business, subcontract for Third Party
                  Services or products that are not Dedicated Services to SCA
                  and that are not material (e.g., requiring access to SCA's
                  facilities or Confidential Information) to a particular
                  function constituting a part of the Basic Services without
                  SCA's prior approval.

            2.    RESPONSIBILITY. Any subcontracting shall not release IBM from
                  its responsibility for its obligations under this Agreement.
                  IBM shall be responsible for the work and activities of each
                  of its IBM Agents, including compliance with the terms of this
                  Agreement, and shall be and remain responsible for the
                  performance of all obligations under this Agreement that are
                  required to be performed by any subcontractor pursuant to a
                  subcontract approved in accordance with this Section 5.4. IBM
                  shall be responsible for all, and SCA shall have no
                  responsibility for any, payments required to be made to IBM's
                  subcontractors. SCA shall have the right to notify IBM if SCA
                  reasonably determines that the continued assignment to the SCA
                  account of any IBM subcontractor is not in the best interests
                  of SCA. Upon receipt of such notice, IBM shall work with SCA
                  to resolve the issue and, if appropriate or necessary replace
                  such IBM subcontractor with a suitable replacement in a
                  prudent manner so as not to interrupt or adversely affect the
                  Services.


<PAGE>


      b.    IBM PERSONNEL

            1.    CONDUCT OF IBM PERSONNEL.

                  While at SCA Service Locations, IBM personnel shall: (i)
                  comply with IBM's business conduct guidelines, as well as
                  SCA's rules and regulations regarding personal and
                  professional conduct generally applicable to personnel at such
                  SCA Service Locations (as such rules and regulations may be:
                  (A) communicated orally by SCA directly to IBM or IBM
                  personnel, followed within five (5) business days with a
                  written statement summarizing the oral communication; (B)
                  disclosed to IBM or IBM personnel in writing; (C)
                  conspicuously posted at a SCA Service Location; (D)
                  electronically posted; or (E) communicated by any other means
                  generally used by SCA to disseminate such information to its
                  employees or contractors); (ii) comply with reasonable
                  requests of SCA personnel pertaining to personal and
                  professional conduct; and (iii) otherwise conduct themselves
                  in a businesslike manner.

                  All IBM personnel shall clearly identify themselves as IBM
                  personnel and not as employees of SCA, when reasonable under
                  the circumstances to do so, and IBM personnel shall not
                  identify themselves as SCA employees in any case. This shall
                  include any and all communications, whether oral, written or
                  electronic, to the extent reasonably necessary to so identify
                  themselves. Each IBM personnel working in a SCA Service
                  Location shall wear a badge provided by SCA in accordance with
                  its personnel policies applicable to similarly situated
                  on-site IBM personnel.

                  IBM shall immediately remove (or cause to be removed) any IBM
                  personnel who is or are known to be or reasonably suspected of
                  engaging in substance abuse while at a Service Location, in a
                  SCA vehicle or while performing Services. In the case of
                  reasonable suspicion, such removal shall be pending completion
                  of the applicable investigation. Substance abuse includes the
                  sale, attempted sale, possession or use of illegal drugs,
                  illegal drug paraphernalia, or, to the extent not permitted at
                  Service Locations, alcohol, or the misuse of prescription or
                  non-prescription drugs. IBM has and will maintain a substance
                  abuse policy and that such policy will be applicable to all
                  IBM personnel performing Services under this Agreement.

                  Except as otherwise approved by SCA, those IBM personnel
                  located on SCA's premises may only provide Services on such
                  premises which support SCA's operations.

            2.    ACCESS TO IBM PERSONNEL AND RESOURCES. Upon SCA's request, and
                  subject to Section 5.2, IBM shall provide SCA with timely
                  access to IBM's specialized services, personnel and resources
                  and associated software, equipment, systems, research
                  briefings, and briefings on available technology and process
                  and procedure improvements, as and when IBM makes them
                  available generally to its similarly-situated customers.

            3.    NON-COMPETITION. IBM shall not assign an IBM Project Executive
                  to the account of an SCA Competitor for twelve (12) months
                  after such IBM Project Executive ceases to work with SCA,
                  without SCA's prior consent.

            4.    PERSONNEL PROCEDURES. IBM shall maintain records relating to
                  all personnel provided pursuant to this Agreement, which
                  records shall include, at a minimum, verification of



<PAGE>


                  qualifications, licenses, certifications, and references,
                  verifying that such personnel are qualified in light of
                  applicable law, industry standards, and this Agreement, to
                  perform the work contracted for herein. IBM shall also
                  maintain records of in-service training and records of
                  assignments. The foregoing shall be subject to IBM's personnel
                  practices.

            5.    TURNOVER. SCA and IBM agree that it is in their best interests
                  to keep the turnover rate of IBM Personnel primarily assigned
                  to perform the Services to a reasonably low level.
                  Accordingly, if SCA believes that IBM's turnover rate may be
                  excessive and so notifies IBM, IBM shall meet with SCA to
                  discuss the reasons for, and impact of, the turnover rate. If
                  requested by SCA, IBM shall submit to SCA its proposals for
                  reducing the turnover rate, and if requested by SCA the
                  Parties shall mutually agree on a program to bring the
                  turnover rate down to an acceptable level. In any event, to
                  the extent that the turnover rate adversely affects (or as
                  reasonably demonstrated by SCA could adversely affect) the
                  provision of the Services, IBM shall use reasonable efforts to
                  keep the turnover rate to a reasonably low level, and IBM
                  acknowledges and agrees that notwithstanding transfer or
                  turnover of IBM Personnel, IBM remains obligated to perform
                  the Services in accordance with this Agreement.

      5.5   CHANGE CONTROL PROCEDURES AND CHANGES TO THE SERVICES.

      a.    CHANGE CONTROL. The responsibility for establishing the IT
            architecture, standards and strategic direction of SCA shall at all
            times remain with SCA. IBM, in performing the Services, shall
            conform to and shall support such IT architecture, standards and
            strategic direction. Any changes to the Services required for such
            conformance shall be implemented through the Change Control
            Procedures as defined herein.

            IBM shall ensure that with respect to all changes to SCA's IT
            environment, which changes are necessitated by, caused by or result
            from the Services (including changes to programs, manual procedures,
            jobs, distribution parameters and schedules), IBM shall comply with
            the following change control requirements:

            1.    Prior to using any Software or Equipment to provide the
                  Services which Software or Equipment had not theretofore been
                  used, IBM shall have verified that the item has been properly
                  installed, is in good working order, and is operating in
                  accordance with its specifications.

            2.    IBM shall not make any of the following changes to SCA's IT
                  environment, including by implementing a change in technology
                  or equipment and software configuration, without first
                  obtaining SCA's approval, which approval SCA may not
                  unreasonably withhold: (A) any material change adversely
                  affecting or that may adversely affect the efficiency,
                  function or performance of the Services; (B) any change
                  increasing SCA's charges under this Agreement (other than ARCs
                  resulting from SCA's consumption of the Services); (C) any
                  material change inconsistent with the IT architecture,
                  standards or strategic direction specified by SCA; or (D) any
                  change materially adversely impacting the way in which SCA
                  conducts its business or operations. IBM may make temporary
                  changes required by an emergency, provided that IBM has been
                  unable to contact the SCA Program Manager to obtain SCA's
                  approval for such change after making reasonable efforts to do
                  so (and in any event taking those applicable steps described
                  in the Policy and Procedures Manual), and further provided
                  that IBM works diligently to remove the circumstance that
                  caused


<PAGE>


                  the need for such emergency change and to return the affected
                  systems or materials to their pre-change condition. IBM shall
                  document and promptly report all emergency changes to SCA,
                  which changes then shall be subject to SCA's approval
                  hereunder.

            3.    IBM shall move programs from development and test environments
                  to production environments in a controlled manner using the
                  IBM's promotion to production procedures, which will be
                  included in the Policy and Procedures Manual, so that no
                  changes are introduced into any such programs during such
                  activity; provided that IBM provides for continually full
                  capability of restoring all programs and environments to the
                  prior (i.e., pre-move) state until the programs have been
                  established as fully operational and approved by SCA.

      b.    Change Control Procedures, as defined in this subsection, shall
            govern changes to the Services. Within forty-five (45) days after
            the Effective Date, IBM shall prepare and provide to SCA draft
            Change Control Procedures detailing how IBM will comply with the
            requirements set forth in this Section 5.5 and otherwise control
            changes to SCA's IT environment pertaining to the Services. Such
            draft change control procedures shall not be deemed to amend the
            terms of this Agreement, shall be substantially the same as the
            reference draft provided by IBM to SCA prior to the Effective Date,
            and shall be consistent with Section 5.5(a) above. Upon receipt of
            IBM's draft change control procedures, SCA will promptly review the
            draft procedures and provide written comments and suggestions to
            IBM, upon receipt of which IBM will promptly revise the draft
            procedures in accordance with SCA's comments and suggestions and in
            cooperation with SCA and provide a further revised draft of the
            draft change control procedures to SCA for review and approval
            within a reasonable period of time after receipt of SCA's comments.
            The final change control procedures shall be subject to SCA's
            approval, and upon such approval shall be deemed the "CHANGE CONTROL
            PROCEDURES." The final Change Control Procedures shall be included
            in and deemed as part of the Policy and Procedures Manual, and IBM
            shall perform all Services in accordance with the final Change
            Control Procedures; provided, that in the event that a change is
            required before the Change Control Procedures are finalized in
            accordance with this Section, IBM shall perform the Services in
            accordance with SCA's then-current Change Control Procedures or as
            otherwise agreed in writing by the Parties. In the event of a
            conflict between the provisions of this Agreement and the Change
            Control Procedures, the provisions of this Agreement shall control.

      c.    CHANGES TO THE SERVICE. SCA may, upon written notice to IBM, propose
            changes to the scope of the Services. Upon receiving such notice,
            IBM shall review the proposed change and IBM, at no additional cost
            to SCA, shall submit to SCA a change in scope proposal as promptly
            as reasonably practical (but in no event later than thirty (30)
            days) after IBM's receipt of SCA's written proposed changes (the
            "CHANGE IN SCOPE PROPOSAL"), which Change in Scope Proposal shall
            outline in sufficient detail the tasks to be performed to accomplish
            such proposed changes in the scope of the Services and the changes
            in fees, if any, that will arise from such proposed changes. SCA, at
            its sole discretion, reserves the right to accept, modify (with
            IBM's consent), or reject any or all Change in Scope Proposals
            received from IBM. If SCA does not accept a given Change in Scope
            Proposal, neither Party shall have any obligation to the other under
            the Change in Scope Proposal and SCA shall have no obligation to pay
            for the proposed change. No Change in Scope Proposal will be deemed
            binding upon either Party until both Parties' written acceptance of
            the Change in Scope Proposal and SCA's written


<PAGE>


            authorization to begin work for an amount not to exceed the
            additional fees set forth in the Change in Scope Proposal.

6.    SERVICES

      6.1   DESCRIPTION OF SERVICES.

      a.    SCOPE OF SERVICES. Commencing as of the Commencement of Steady
            State, and thereafter throughout the Term and, if applicable, any
            Termination/Expiration Assistance Period, IBM shall provide the
            Services to SCA for the benefit of SCA and the Services Recipients
            in accordance with the terms of this Agreement, including those
            described in the Statement of Work set forth in Schedule A
            (Statement of Work), as well as in accordance with the Service
            Levels set forth in Schedule B (Service Levels) and any exhibits
            thereto. The scope of the services to be provided by IBM hereunder
            includes: (a) the Basic Services; (b) the New Services; and (c)
            providing all support for the Services as described in this
            Agreement. Except as otherwise provided in this Agreement, IBM shall
            be responsible for providing all of the resources (including
            facilities and personnel) necessary to perform its responsibilities
            related to the Services.

      b.    PROVISION OF TECHNOLOGY. In providing the Services to SCA, IBM
            shall: (a) maintain a level of technology that allows SCA to take
            advantage of technological advances in order to remain competitive
            in the markets which SCA serves; (b) identify to SCA Improved
            Technology for SCA's evaluation in connection with the Services and
            provide reasonably sufficient information to enable SCA to conduct
            such evaluation to the extent such information is generally
            commercially available; (c) advise SCA on the latest information
            processing trends and directions; and (d) meet with SCA's Project
            Executive, at SCA's request, during the Term to inform SCA of, to
            the extent generally commercially available, any Improved Technology
            or new information processing technology IBM is developing or
            information processing trends and directions of which IBM is
            otherwise aware that could reasonably be expected to have a material
            positive impact on SCA's business. In the event there is a shift in
            the technology in SCA's business which affects or might reasonably
            affect in a material manner the Services provided hereunder, to the
            extent such shift is not otherwise addressed in this Agreement, the
            Parties shall negotiate in good faith to address the effect, if any,
            of such shift on the Services and fees set forth in this Agreement.

      c.    TECHNICAL ARCHITECTURE AND PRODUCT STANDARDS. IBM shall comply with
            the SCA Standards relating to the Services set forth on Schedule H
            (SCA Standards). As requested by SCA, IBM shall assist SCA in
            defining and refining the SCA Standards on an ongoing basis
            throughout the Term, to be included as updates to Schedule H (SCA
            Standards) (subject to SCA's written approval and subject to Section
            5.5 (Change Control) and in preparing long-term strategic
            information technology plans and short-term implementation plans on
            an annual basis. Such assistance to be provided by IBM shall
            include, in each case on SCA's request: (a) reasonable participation
            with SCA representatives on permanent and ad-hoc committees and
            working groups addressing such issues; (b) assessments of the
            then-current SCA Standards; (c) analyses of the appropriate
            direction for such SCA Standards in light of business priorities,
            business strategies, IBM's technical knowledge/expertise and
            competitive market forces; and (d) recommendations regarding
            information technology architectures and platforms, software and
            hardware products, information technology strategies and directions
            and other enabling technologies. With respect to each
            recommendation, IBM shall provide to


<PAGE>


            SCA, upon SCA's request, with any or all of the following (which
            shall not bind SCA unless agreed to in writing by the Parties): (v)
            cost projections and cost/benefit analyses; (w) the changes, if any,
            in the personnel and other resources anticipated to be required to
            operate and support the changed environment; (x) the resulting
            anticipated impact on SCA's information technology costs; (y) the
            expected performance, quality, responsiveness, efficiency,
            reliability, security risks and other service levels; and (z)
            general plans and projected time schedules for development and
            implementation.

      d.    SCA AUTHORITY AND IBM COMPLIANCE. Notwithstanding any other
            provision of this Agreement, SCA shall have final authority to
            promulgate SCA Standards within the SCA-Dedicated Environment and to
            modify or grant waivers from such SCA Standards. IBM shall (i)
            comply with and enforce the SCA Standards, (ii) subject to Article 7
            (New Services and Projects) and the Change Control Procedures,
            modify the Services as and to the extent necessary to conform to
            such SCA Standards, in each case subject to the direction and
            approval of SCA and (iii) obtain SCA's prior written approval for
            any deviations from such SCA Standards.

      e.    KNOWLEDGE SHARING. As part of the Basic Services, on SCA's
            reasonable request (but no more than two (2) times during any twelve
            (12) month period during the Term), IBM shall promptly (but in no
            event less than thirty (30) days after any such request) meet with
            representatives of SCA in order to: (a) explain to SCA how the
            Systems work and should be operated; and (b) explain to SCA how the
            Services are being provided, and how the Services are going to be,
            or are proposed to be, provided in the future.

      f.    SHARED ENVIRONMENT. The Parties contemplate that, except for the
            Dedicated Equipment and Dedicated Software identified on Schedules F
            and G, the hardware and software environment that will be used to
            provide the Services will likely be an environment that is shared
            with one or more third parties. Notwithstanding the foregoing, prior
            to any migration or relocation of any of the Services or SCA's
            Confidential Information (including SCA Data) to a hardware or
            software environment that is shared with any Third Party, IBM shall
            provide to SCA a proposal for such migration or relocation, which
            proposal shall include information with respect to functionality,
            security, impact on SCA's IT architecture or strategy and risks to
            SCA during the Term and following the expiration or termination of
            this Agreement. Such proposal shall be subject to SCA's review and
            approval (such approval not to be unreasonably withheld, provided
            that a reasonable basis for withholding approval shall be any good
            faith SCA concerns related to security of all or part of the
            hardware or software environment).

      g.    COOPERATION. IBM shall cooperate with SCA and any Third Party
            designated by SCA to perform services for SCA (such services, the
            "THIRD PARTY SERVICES") (subject to IBM's intellectual property
            rights, and reasonable safety and security procedures), including by
            providing: (a) in writing, applicable requirements, standards and
            policies for the Services including all information required so that
            any enhancements or developments of such Third Party for which IBM
            has operational responsibility may be operated by IBM (in each case,
            subject to SCA's approval); (b) assistance and support services not
            included in the Services to such Third Party at reasonable prices
            subject to the approval of SCA; and (c) reasonable access to the
            Equipment, Software, Service Locations, and any related information
            (including documentation), to the extent that such access is
            required for the performance of the Third Party Services and to the
            extent that such access does not adversely affect IBM's ability, or
            materially increase IBM's cost, to perform the Services; provided
            that to the extent IBM's cooperation would result in IBM's
            Confidential


<PAGE>


            Information being disclosed to the Third Party, such disclosure
            shall be made pursuant to a confidentiality agreement between such
            Third Party and the SCA which contains confidentiality obligations
            which are no less restrictive than those set forth in Article 12
            (Confidential Information). Each Party shall promptly notify the
            other Party if such first Party is aware of an act or omission of
            any such Third Party that may cause a problem or delay in providing
            the Services, and the Parties shall cooperate with each other to
            prevent or circumvent such problem or delay.

      h.    NO FUTURE OBLIGATIONS. SCA shall be under no future obligation to
            acquire additional or future services from IBM, including any New
            Services.

      i.    PRE-APPROVAL REQUIRED. IBM shall obtain the prior written approval
            of SCA (approval not to be unreasonably withheld) prior to acquiring
            and using in the provision of the Services any new Dedicated
            Hardware, Dedicated Software, or other Dedicated resources or
            Equipment that would (A) adversely affect the efficiency, function
            or performance of the Services; (B) increase SCA's charges under
            this Agreement; (C) be inconsistent with the IT architecture,
            standards or strategic direction specified by SCA; or (D) adversely
            impact the way in which SCA conducts its business or operations .

      j.    OFFICE SPACE.

            1.    IBM shall provide to SCA, without charge, a reasonable amount
                  of furnished non-permanent office space at any IBM Service
                  Location for the occasional use of the SCA Project Executive
                  and his or her designees when visiting such location in
                  connection with the Services. The SCA Project Executive and
                  his designees, as applicable, shall comply with all reasonable
                  policies and procedures governing access to and use of such
                  locations of which they have been notified in writing, and
                  shall leave such space in materially the same condition it was
                  in immediately before they used the space, ordinary wear and
                  tear excepted.

            2.    SCA shall, subject to and in accordance with the plan set
                  forth in Schedule I (Facilities), provide to IBM without
                  charge on a Dedicated basis, the amount of furnished office
                  space and other facilities set forth in Schedule I
                  (Facilities) at all SCA Service Locations (together with
                  reasonable security services, janitorial services, heat,
                  light, power, air conditioning and other utilities) and
                  substantially the same access to SCA's workplace services,
                  including office equipment (telephone, fax, copiers and
                  printers) and cafeteria facilities, as it provides to its
                  employees for the use of the IBM Project Executive and his
                  designees when performing the Services at such location and
                  other IBM employees as may be reasonably required. IBM shall
                  vacate the office space and other facilities as provided in
                  Schedule I (Facilities). The IBM Project Executive, his
                  designees and the other IBM employees, as applicable, shall
                  comply with all reasonable policies and procedures governing
                  access to and use of such locations of which they have been
                  notified in writing, and shall leave such space in materially
                  the same condition it was in immediately before they used the
                  space, ordinary wear and tear excepted.

      k.    POLICY AND PROCEDURES MANUAL.

            1.    Within ninety (90) days after the Effective Date, IBM shall
                  deliver to SCA for review and comment a draft of a manual (the
                  "POLICY AND PROCEDURES MANUAL") describing in detail (i) how
                  IBM shall perform the Services, (ii) the Equipment and
                  Software used


<PAGE>


                  to provide the Services, and (iii) reasonably required and
                  available documentation that provides further information
                  regarding the Services (such as, for example, operations
                  manuals, user guides, forms of Service Level reports, call
                  lists, escalation procedures, emergency procedures, and
                  requests for approvals or information). Such draft Policy and
                  Procedures Manual shall describe the activities IBM proposes
                  to undertake in order to provide the Services, including,
                  where appropriate, those direction, supervision, monitoring,
                  quality assurance, staffing, reporting, planning and
                  overseeing activities normally undertaken at facilities that
                  provide services of the type IBM shall provide under this
                  Agreement, and further including acceptance testing and
                  quality assurance procedures to be approved by SCA. SCA will
                  thereafter review the draft Policy and Procedures Manual and
                  provide comments and suggestions to IBM within fifteen (15)
                  days after receipt of the initial draft, upon receipt of which
                  IBM will promptly revise the draft Policy and Procedures
                  Manual in accordance with SCA's comments and suggestions, as
                  mutually agreed by the Parties, and provide a further revised
                  draft of the draft Policy and Procedures Manual to SCA for
                  review and approval within fifteen (15) business days after
                  receipt of SCA's comments. The final Policy and Procedures
                  Manual shall be subject to SCA's approval.

            2.    IBM's initial draft of the Policy and Procedures Manual shall
                  be based on (i) the materials attached hereto as Schedule K
                  (Materials for Policy and Procedures Manual), and (ii) IBM's
                  customary practices.

            3.    IBM shall update and revise the Policy and Procedures Manual
                  throughout the Term to reflect changes in the Services and the
                  procedures used to provide the Services; provided that
                  proposed updates and revisions to the Policy and Procedures
                  Manual shall be provided to SCA in advance for review, comment
                  and approval, and no such updates or revisions will be deemed
                  to be part of the Policy and Procedures Manual without the
                  written approval of SCA. IBM shall update and deliver to SCA
                  for approval portions of the Policy and Procedures Manual
                  relating to any material operational change in the Services
                  within fifteen (15) business days after such change, provided
                  that no such updates will be deemed to be part of the Policy
                  and Procedures Manual without the written approval of SCA.

            4.    IBM shall perform the Services in accordance with the
                  then-current version of the Policy and Procedures Manual;
                  provided, that until such time as the Policy and Procedures
                  Manual is approved in writing by SCA, in accordance with
                  Section 6.1(k)(1) above, IBM shall perform the Services in
                  accordance with the then-currently existing policies and
                  procedures. In the event of a conflict between the provisions
                  of this Agreement (including Schedule A (Statement of Work))
                  and the Policy and Procedures Manual, the provisions of this
                  Agreement shall control, and SCA's acceptance of the Policy
                  and Procedures Manual shall not be deemed a waiver of any
                  rights of SCA.

      l.    QUALITY ASSURANCE. IBM shall develop and implement quality assurance
            processes and procedures designed to ensure that the Services are
            performed in an accurate and timely manner, in accordance with (i)
            the Service Levels, (ii) the terms, conditions and requirements of
            this Agreement and (iii) the Policy and Procedures Manual. Such
            quality assurance processes and procedures shall be based upon
            proven techniques from other installations within IBM's operations
            applicable to the Services (unless otherwise directed by SCA, and
            provided that this shall not be construed as altering or


<PAGE>


            superseding the specific obligations of IBM in this Agreement,
            including without limitation IBM's obligation to provide the
            Services in accordance with the Service Levels) and shall include
            verification, checkpoint reviews, testing, acceptance, and other
            procedures for SCA to assure the quality and timeliness of IBM's
            performance. IBM shall submit such processes and procedures to SCA
            for its review, comment and approval within thirty (30) days after
            the Effective Date. SCA will thereafter review the draft quality
            assurance processes and procedures and provide comments and
            suggestions to IBM, upon receipt of which IBM will promptly revise
            the draft policies and procedures in accordance with SCA's comments
            and suggestions as mutually agreed by the Parties and provide a
            further revised draft thereof to SCA for review and approval within
            fifteen (15) days after receipt of SCA's comments. Upon SCA's final
            approval, such processes and procedures shall be included in the
            then-current Policy and Procedures Manual. Prior to the approval of
            such processes and procedures by SCA, IBM shall adhere strictly to
            SCA's then-current quality assurance policies and procedures as
            provided to IBM in writing. No failure or inability of the quality
            assurance procedures to disclose any errors or problems with the
            Services shall excuse IBM's failure to comply with the Service
            Levels and other terms of this Agreement.

      m.    TECHNOLOGY PLAN. IBM shall prepare an annual technology plan for the
            Services in accordance with the provisions of this Section (the
            "TECHNOLOGY PLAN"). Each Technology Plan after the first shall
            review and assess the immediately preceding Technology Plan. Each
            Technology Plan shall consist of (i) a three-year plan, and (ii) an
            annual implementation plan, each as described below:

            1.    The Technology Plan shall include a comprehensive assessment
                  and strategic analysis of SCA's then-current IT systems and
                  services for the next three (3) years, including an assessment
                  of the appropriate direction for such systems and services in
                  light of SCA's business priorities and strategies and
                  competitive market forces. The Technology Plan shall include a
                  specific identification of proposed software and hardware
                  strategies and direction, a cost projection, a cost/benefit
                  analysis of any proposed changes, a description of the types
                  of personnel skills and abilities needed to respond to any
                  recommended changes or upgrades in technology, a general plan
                  and a projected time schedule for developing and achieving the
                  recommended elements, and references to appropriate
                  information services operations platforms that support service
                  level requirements, exploit industry trends in production
                  capabilities and provide potential price performance
                  improvement opportunities.

            2.    As necessary to support the overall objectives and directions
                  of the three-year plan, the corresponding annual
                  implementation plan shall provide specific guidance as to the
                  information services requirements, projects and plans for the
                  upcoming year, including details on operations, maintenance
                  backlog and development activities. The annual implementation
                  plan shall include a summary review of IBM's performance of
                  the Services in the year then concluding, and shall provide
                  updates and revisions of the long-term plan as appropriate. An
                  annual implementation plan shall be prepared for each year of
                  the Master Agreement, and shall be revised in each Technology
                  Plan to reflect any changes in circumstances since the
                  previously most recent Technology Plan was provided to SCA. As
                  part of the process for preparing the annual implementation
                  plan, the Parties shall review the overall operation of the
                  Master Agreement to ensure that the Services continue to meet
                  SCA's strategic IT requirements.


<PAGE>


            3.    IBM shall submit to SCA a draft of each Technology Plan for
                  SCA's review and approval, which draft shall have been
                  developed with input from key business users of SCA and shall
                  be provided within three (3) months after (i) the Effective
                  Date, for the first Technology Plan (which shall be in support
                  of calendar year 2007), or (ii) each subsequent anniversary of
                  the Effective Date, for each Technology Plan after the first
                  Technology Plan (which shall be in support of the applicable
                  calendar year after 2007). Following receipt of each draft
                  Technology Plan, SCA will review the draft Technology Plan and
                  provide comments and suggestions to IBM, upon receipt of which
                  IBM will promptly revise the draft Technology Plan in
                  accordance with SCA's comments and suggestions as mutually
                  agreed by the Parties and provide a further revised draft
                  thereof to SCA for review and approval within thirty (30) days
                  after receipt of SCA's comments. The final Technology Plan
                  shall be subject to SCA's approval.

            4.    Without limiting the foregoing subsection, the schedule for
                  developing and delivering each Technology Plan shall be
                  coordinated to support SCA's annual business planning cycle.
                  The Technology Plan shall be updated by the Parties (subject
                  to SCA's final written approval) during each calendar year as
                  necessary to reflect changes in the business of SCA which
                  materially impact the validity of the then-existing Technology
                  Plan. IBM shall recommend modifications to the Technology Plan
                  as it deems appropriate, and shall revise the Technology Plan
                  as requested by SCA (provided that such revisions will be
                  subject to SCA's written approval).

      n.    IBM PERFORMANCE. IBM shall not be responsible for a failure to
            perform its obligations under this Master Agreement to the extent:
            (a) such failure is directly attributable to SCA's or its
            affiliates', subcontractors or agents failure to perform SCA's
            obligations hereunder (provided SCA's failure is not directly
            attributable to the failure of IBM, its affiliates, subcontractors
            or agents failure to perform IBM's obligations hereunder); (b) the
            SCA failure described in the foregoing subsection materially impacts
            IBM's ability to perform such obligations; and (c) IBM uses
            commercially reasonable efforts to provide SCA with reasonable
            written notice of such SCA's nonperformance resulting in IBM's
            nonperformance, and uses commercially reasonable efforts (the
            "PERFORMANCE EFFORTS") to perform its obligations.

      o.    COMMUNICATION WITH SERVICES RECIPIENTS. SCA will require that the
            Services Recipients direct all communication regarding the terms of
            this Master Agreement through and to SCA, and not through or to IBM.

      6.2   TRANSITION OF SERVICES.

      a.    TRANSITION TO BASIC SERVICES.

            1.    IBM shall develop, in conjunction with SCA, and by no later
                  than thirty (30) days after the Effective Date, deliver to SCA
                  for review and comment a draft plan describing in detail its
                  proposals with respect to the transition of SCA's internal
                  information technology services to the Basic Services (the
                  "TRANSITION"), which Transition plan shall take into account
                  and complement the Technology Plan, and shall include the
                  Equipment and Software used to effect Transition, the
                  activities IBM proposes to undertake in order to carry out
                  Transition and any documentation that provides further
                  information regarding such Equipment, Software and activities.
                  SCA will thereafter review the draft Transition plan and,
                  within ten (10) business days of its



<PAGE>


                  receipt, provide comments and suggestions to IBM, upon receipt
                  of which IBM will promptly revise the draft Transition plan in
                  accordance with SCA's comments and suggestions as agreed upon
                  by the Parties and in cooperation with SCA and provide a
                  further revised draft of the draft Transition plan to SCA for
                  review and approval within thirty (30) days after receipt of
                  SCA's comments. The final Transition plan for such plan shall
                  be subject to SCA's approval, and upon such approval shall be
                  attached hereto as Schedule D (Transition Plan) (the
                  "TRANSITION PLAN"). The final Transition Plan, once approved
                  by SCA, shall replace the Transition Plan outline attached
                  hereto as of the Effective Date as Schedule D, and shall
                  substantially conform in all material respects to the goals,
                  functions, responsibilities, and milestones set forth in the
                  Transition Plan outline. On a weekly basis throughout the Term
                  until Transition is completed, IBM will provide SCA with a
                  status update on the Transition of deliverables and agreed
                  upon Transition milestones.

            2.    As part of the Basic Services, IBM will implement the
                  Transition Plan. The Transition Plan shall include a schedule
                  for Transition (the "TRANSITION SCHEDULE"). IBM shall perform
                  the Basic Services set forth in such Transition Plan (the
                  "TRANSITION BASIC SERVICES") without causing a material
                  disruption to SCA's business or operations, and on a schedule
                  in accordance with the Transition Schedule. SCA shall provide
                  to IBM reasonable assistance during the Transition period as
                  set forth in the Transition Plan.

      b.    TRANSITION COMPLETION. Upon the date of the successful completion of
            the Transition, and SCA's written acceptance of the Transition and
            the results of the Transition (the "COMMENCEMENT OF STEADY STATE"),
            the transition shall be deemed complete.

      c.    MODIFICATIONS TO THE TRANSITION SCHEDULE. Notwithstanding any other
            provision of this Master Agreement, SCA may extend, shorten, or
            otherwise modify the Transition Schedule upon written notice to IBM
            and in accordance with the Change Control Procedures, subject to the
            approval of IBM (not to be unreasonably withheld or delayed). The
            Transition Schedule, and any individual milestone dates set forth
            therein, shall not otherwise be postponed, delayed, or otherwise
            extended except by mutual written agreement between SCA and IBM.
            Nothing in this Section shall limit IBM's rights in Section 6.1(n)
            (IBM Performance).

      6.3   AGREEMENTS.

      a.    SOFTWARE. In connection with the provision of the Services, IBM
            shall be responsible for Software as indicated in Schedule F
            (Software), including financial (responsibility for license fees and
            maintenance fees), management, operational, administrative and
            maintenance responsibilities. Maintenance by IBM shall include
            provision and implementation of all fixes, patches, updates,
            upgrades and revisions of Software, to the extent made available by
            the vendor of such Software and as necessary to perform the Services
            in accordance with the Services Levels or to maintain reasonable
            currency of SCA's operating environment. Such maintenance for
            Software for which IBM has "Maintenance" responsibility as indicated
            in Schedule F (Software) is included within the Base Changes
            (subject to SCA's responsibility to pay Maintenance Fees as
            indicated in Schedule F) and shall not be separately charged to SCA
            except where such maintenance applies only to Software exclusively
            Dedicated to SCA. Where IBM has operational responsibility for
            Software as indicated by Schedule F (Software), IBM shall preserve
            an active copy of Software and a backup copy of Software, in
            accordance with


<PAGE>


            the Policy and Procedures Manual and Statements of Work. IBM shall
            use the Software to meet its Statements of Work and Service Level
            Agreement obligations.

      b.    SYSTEMS SOFTWARE. In connection with the provision of Services, IBM
            shall be responsible for the Systems Software as indicated in
            Schedule F (Software), including financial, management, operational,
            administrative, and maintenance support for the Systems Software
            identified in Schedule F (Software), including any payments that
            become due with respect to such Systems Software on or after the
            Effective Date, and for modifying, upgrading and enhancing such
            Systems Software in accordance with the Statement of Work and with
            all confidentiality and usage restrictions requirements under any
            license agreements for such Systems Software (provided that IBM
            shall not be responsible for breaches of such confidentiality and
            usage restrictions requirements committed by SCA).

      c.    APPLICATIONS SOFTWARE. In connection with the provision of Services,
            IBM shall be responsible for the Applications Software, as indicated
            on Schedule F (Software), except for SCA Retained Software as
            indicated on Schedule F (Software), or, for any Applications
            Software not listed on Schedule F (Software) or acquired after the
            Effective Date, as directed by SCA.

      d.    IBM ASSUMED SOFTWARE; OTHER IBM ASSUMED AGREEMENTS. In addition to
            IBM's responsibility for Systems Software and Applications Software
            as set forth above, IBM shall be responsible for the agreements
            indicated as "IBM ASSUMED" on Schedule E (Contracts), including
            financial, management, operational, administrative, and maintenance
            support therefor (including any payments that become due with
            respect to such "IBM Assumed" agreements on or after the Effective
            Date, and for compliance with all confidentiality and usage
            restrictions requirements under any such agreements (other than for
            breaches of such confidentiality and usage restrictions requirements
            committed by SCA). Such responsibility shall extend to any
            agreements not listed on Schedule E (Contracts) or acquired after
            the Effective Date, that are designated by SCA as IBM Assumed
            (pursuant to Change Control Procedures).

            1.    For the IBM Assumed Software used by SCA as of the Effective
                  Date, and for the services for which the applicable agreements
                  are indicated as "IBM Assumed" on Schedule E (Contracts), the
                  Parties shall cooperate with one another to jointly determine
                  and agree upon (provided that SCA shall not unreasonably
                  withhold its agreement) whether the IBM Assumed Software and
                  such agreements shall (i) be kept in effect or (ii) replaced
                  by IBM with alternative software or alternative services as
                  necessary to provide the Services. In the event that any fees
                  are required to be paid under any IBM Assumed agreement in
                  order for IBM to access and/or use such IBM Assumed Software
                  or service, such fees shall be paid by IBM. SCA shall
                  reasonably cooperate with IBM in negotiating any such fees
                  upon IBM's reasonable request.

            2.    In the event that the Parties jointly determine, in accordance
                  with subsection (d) above, that SCA shall keep a particular
                  IBM Assumed Software or other "IBM Assumed" service in effect,
                  the Parties may jointly determine whether the applicable
                  agreement(s) shall be maintained in the name of SCA, renewed
                  by SCA, assigned by SCA to IBM or its designee, or otherwise
                  amended. In the event that the Parties decide that such
                  agreement(s) shall be maintained in the name of SCA (as
                  applicable) or renewed by the SCA (as applicable) and if such
                  agreement(s) are so


<PAGE>


                  maintained or renewed, IBM shall be responsible for all
                  payments that become due with respect to the applicable IBM
                  Assumed Software (including with respect to any maintenance
                  agreements related thereto), or other "IBM Assumed" agreement,
                  after the Commencement of Steady State (but not including
                  payments for services performed by the software or other IBM
                  prior to the Commencement of Steady State); provided that SCA
                  may elect either (i) by providing written notice to IBM, to
                  require IBM to pay such fees directly, in which event IBM
                  shall pay such fees directly, or (ii) to pay any such fees on
                  its own behalf, in which event IBM shall (A) review and
                  correct any errors in any applicable invoices in a timely
                  manner and provide any such corrections to the other
                  party(ies) to the applicable agreement(s), (B) submit such
                  invoices to SCA in a timely fashion for payment within a
                  reasonable period of time prior to the due date, and (C)
                  provide SCA with a credit hereunder equal to the value of such
                  fees). SCA shall reasonably assist IBM in providing initial
                  contacts for the other party(ies), if required.

            3.    In the event that the Parties jointly determine, in accordance
                  subsection (d) above, to replace a particular IBM Assumed
                  Software or other "IBM Assumed" agreement, IBM shall be
                  responsible for complying with any notice obligations to the
                  applicable software or other IBM. In the event that any fees
                  are incurred due to failure by the IBM to comply with such
                  notice obligations, or that any fees are incurred in addition
                  to those due under the applicable agreement due to a decision
                  to replace IBM Assumed Software or other "IBM Assumed"
                  agreement before the end of the then current term of the
                  applicable agreement, such fees shall be paid by IBM.

      e.    PASS THROUGH SOFTWARE; OTHER PASS THROUGH AGREEMENTS. IBM shall
            install and replace any Pass Through Software only upon the
            instruction or express prior written agreement of SCA. As of the
            Effective Date, the parties acknowledge that there is no Pass
            Through Software. IBM shall (A) review and correct any errors in any
            applicable invoices for "Pass Through" agreements in a timely manner
            and provide any such corrections to the other party(ies) to the
            applicable agreement(s), and (B) submit such invoices to SCA in a
            timely fashion for SCA payment within a reasonable period of time
            prior to the due date. SCA shall reasonably assist IBM in providing
            initial contacts for the other party(ies), if required, in
            connection with subsection (A) of this Section 6.3(e). IBM shall be
            responsible for compliance with all confidentiality and usage
            restrictions requirements under any such "Pass Through" agreements
            (other than for breaches of such confidentiality and usage
            restrictions requirements committed by SCA). Such responsibility
            shall extend to any agreements not listed on Schedule E (Contracts)
            or acquired after the Commencement of Steady State, that are
            designated by SCA as "Pass Through" (pursuant to Change Control
            Procedures).

      f.    RETAINED SOFTWARE; OTHER RETAINED AGREEMENTS. SCA shall retain all
            payment obligations with respect to Retained Software as stated on
            Schedule F (Software), and with respect to the other agreements
            indicated as "Retained" on Schedule E (Contracts).

      6.4   EQUIPMENT.

      a.    GENERALLY. IBM shall provide the Services using the Equipment. In
            connection with provision of Services, IBM shall be responsible for
            the Equipment required for the provision of the Services, including
            the financial, management, operational, administrative, maintenance,
            repair, upgrade, and enhancement support for such Equipment.


<PAGE>


      b.    ADDITIONS, REPLACEMENTS, AND UPGRADES.

            1.    As part of the Services, IBM shall provide IBM-Provided
                  Equipment and replace or upgrade the Equipment, including such
                  additional IBM-Provided Equipment, replacements, and upgrades
                  to the Equipment as may be necessary for IBM to perform the
                  Services in accordance with the Service Levels and as required
                  by the Asset Refresh Plan set forth as Schedule M (Asset
                  Refresh Plan). In the event the addition, replacement, or
                  upgrade of the Equipment requires an upgrade or modification
                  to any software, IBM shall not install or use such Equipment
                  without first notifying SCA of the impact of the proposed
                  changes and obtaining SCA's written consent. Upon receipt of
                  SCA's consent, IBM shall provide the additional, replacement,
                  or upgraded Equipment as specified in IBM's notice. Except for
                  SCA Retained Software and any Pass Through Software used by
                  IBM pursuant to the parties' mutual written agreement, IBM
                  shall be financially responsible for any upgrades or
                  modifications to any Software necessary as a result of IBM's
                  use of additional Equipment, replacements, or upgrades to the
                  Equipment, while SCA shall be financially responsible for any
                  upgrades or modifications to any Retained Software necessary
                  as a result of IBM's use of additional Equipment,
                  replacements, or upgrades to the Equipment. Upon SCA's request
                  and as part of the Basic Services, IBM shall be responsible
                  for configuring, installing, testing, implementing, and
                  maintaining (including warranty services) all additions,
                  replacements, and upgrades to the Equipment.

            2.    As part of the Services, IBM shall be responsible for any
                  maintenance, upgrade, modification, or replacement of any
                  IBM-Provided Equipment, which maintenance, upgrade,
                  modification, or replacement is required by (i) the addition,
                  replacement, or upgrade of any Software, or (ii) the
                  requirements set forth in Schedule A (Statement of Work) or
                  the Services Levels (e.g., any requirement to support a new
                  Software release, a new Software version, or any requirement
                  to support or continue to support a "sunset" or "backlevel"
                  version of Software).

            3.    As part of the Services, IBM shall be responsible for any
                  maintenance, upgrade, modification, or replacement of any
                  SCA-Provided Equipment, which maintenance, upgrade,
                  modification, or replacement is required by (i) the addition,
                  replacement, or upgrade of any Systems or Application Software
                  (subject to the Change Control Procedures, as may be
                  applicable), or (ii) the requirements set forth in Schedule A
                  (Statement of Work) or the Service Levels set forth in
                  Schedule B (Service Levels).

      c.    NEW AND REPLACEMENT EQUIPMENT. Beginning as of the Effective Date,
            IBM shall procure new and replacement Equipment meeting the SCA
            Standards from the Equipment manufacturers identified in the Policy
            and Procedures Manual.

      d.    SUBJECT to Section 6.5 (Consents) of this Master Agreement, as of
            the Effective Date:

            1.    IBM will pay the applicable charges for the Contracts as
                  stated in Schedule E (Contracts);

            2.    IBM will administer the Contracts to the extent that the
                  relevant related documents and agreements were disclosed to
                  IBM prior to the Effective Date. IBM acknowledges that the
                  Contracts listed in Schedule E were disclosed to IBM prior to
                  the Effective Date. SCA authorizes IBM to administer the
                  Contracts;


<PAGE>


            3.    SCA will not terminate, extend, amend, or substitute a
                  Contract, or enter into any new or amend any existing
                  agreements or arrangements, written or oral, affecting such
                  Contracts, without IBM's prior written approval, which shall
                  not be unreasonably withheld or delayed. SCA will, at IBM's
                  request, terminate, extend, amend, or substitute a Contract,
                  provided that IBM reimburses SCA for actual resultant vendor
                  charges paid by SCA (including without limitation any
                  termination charges or other contract penalties) as a result
                  of complying with such IBM request, and IBM will retain any
                  resultant decreases;

            4.    IBM will comply with the terms of all Contracts to the extent
                  that IBM has assumed administration of such Contracts,
                  provided that SCA will adhere to the terms set forth in the
                  Contracts and will continue to perform those obligations
                  expressly retained by SCA under the Contracts as stated in
                  Schedule E (Contracts); and

            5.    Subject to Section 6.5 (Consents), SCA grants to IBM, for
                  IBM's provision of the Services, the authority to exercise
                  same rights that SCA has under the Contracts with respect to
                  products, software, and services provided to SCA pursuant to
                  the Contracts.

      e.    SCA represents and warrants that all of SCA's obligations under the
            Contracts which have accrued periods prior to the Effective Date
            have been satisfied.

      6.5   CONSENTS.

      a.    SCA CONSENTS. All SCA Consents shall be obtained by SCA with IBM's
            cooperation. SCA shall pay any costs of obtaining the SCA Consents,
            except that IBM shall pay any costs of obtaining the SCA Consents
            with respect to IBM Assumed Software.

      b.    IBM CONSENTS. All IBM Consents shall be obtained by IBM with SCA's
            reasonable cooperation. IBM shall pay all costs of obtaining the IBM
            Consents.

      c.    IBM RESPONSIBILITY. As part of the Services, IBM is responsible for
            obtaining, and shall pay all costs reasonably required for obtaining
            all necessary licenses, consents, approvals, permits and
            authorizations required by any Laws, solely to the extent such
            licenses, consents, approvals, permits and authorizations are
            legally required to be obtained by IBM in connection with the
            performance and delivery of the Services hereunder.

      6.6   SERVICE LEVELS.

      a.    SERVICE LEVELS. IBM shall perform the Services with promptness and
            diligence, in a workmanlike manner and in accordance with the
            Service Levels set forth in Schedule B (Service Levels). Subject to
            the exclusions specified herein or in an applicable Schedule, IBM
            shall perform the Services so as to meet or exceed the Service
            Levels set forth in Schedule B (Service Levels), and shall be
            responsible for meeting or exceeding the applicable Service Levels
            even where doing so is dependent on the provision of Services by IBM
            Agents.

      b.    NEW SERVICE LEVELS. IBM shall provide all New Services at the New
            Service Levels applicable to such New Services.


<PAGE>


      c.    MEASUREMENT AND MONITORING TOOLS. IBM shall implement and utilize
            the measurement and monitoring tools as set forth in Schedule B
            (Service Levels) to measure and report IBM's performance of the
            Services against the Service Levels as specified in Schedule B
            (Service Levels). SCA shall have the right to approve such
            measurement and monitoring tools and procedures prior to
            implementation by IBM (provided that the measurement and monitoring
            tools as set forth in Schedule B (Service Levels) shall be deemed
            pre-approved). Such measurement and monitoring tools shall permit
            reporting at a level of detail sufficient to verify compliance with
            the Service Levels, and IBM acknowledges that the data produced by
            such measurement and monitoring tools shall be subject to audit by
            SCA in accordance with Section 18.22. Subject to the terms and
            conditions of this Master Agreement, IBM shall provide SCA with
            information and access to all such measurement and monitoring tools
            and procedures upon request, for purposes of verification.

      d.    REPORTS. As part of the Basic Services, IBM shall provide monthly
            performance reports to SCA as set forth in Schedule N (Reports), and
            within ninety (90) days after the Effective Date, the Parties shall
            determine and agree upon (as discussed below) additional periodic
            reports to be issued by IBM to SCA. Such reports shall be issued at
            the frequency reasonably requested by SCA as set forth in Schedule
            N. As one such report, IBM shall provide a monthly performance
            report, which shall be delivered to SCA within ten (10) business
            days after the end of each calendar month, describing IBM's
            performance of the Services in the preceding month (the "MONTHLY
            PERFORMANCE REPORT"). Such Monthly Performance Report shall:

            o  separately address IBM's performance in each area of the
               Services;

            o  for each area of the Services, assess the degree to which IBM has
               attained or failed to attain the Service Levels and other
               performance standards in that area as described in this Master
               Agreement;

            o  explain deviations from the Service Levels and other applicable
               performance standards and include a plan for corrective action
               for each such deviation where appropriate;

            o  describe the status of problem resolution efforts, ongoing
               projects, and other initiatives, and the status of IBM's
               performance with respect to change requests;

            o  set forth a record of the material Equipment, Software and
               personnel changes that pertain to the Services and describe
               planned changes during the upcoming month that may affect the
               Services;

            o  set forth the utilization of resources for the month and report
               on utilization trends and statistics; and

            o  include such documentation and other information as SCA may
               reasonably request for purposes of verifying compliance with, and
               meeting the objectives of, this Master Agreement.

      e.    FINANCIAL, FORECASTING AND BUDGETING SUPPORT. On a quarterly basis,
            and using information provided by SCA relating to its business needs
            as relates to the Services, IBM shall provide a twelve (12) month
            rolling forecast to SCA for SCA's forecasting and


<PAGE>


            budgeting purposes, which forecast shall include: (a) actual and
            forecasted utilization of Resource Units; and (b) changes to the
            environment impacting SCA's costs and/or utilization. In addition,
            on an annual basis, IBM shall provide information to SCA regarding
            opportunities to modify or improve the Services and/or to reduce the
            Fees and/or total cost to SCA of receiving the Services.

      f.    ROOT CAUSE ANALYSIS. IBM shall perform root cause analysis in
            accordance with the terms and conditions of this Master Agreement,
            including Schedule A (Statement of Work) and Schedule B. (Service
            Levels).

      g.    CONTINUOUS IMPROVEMENT AND BEST PRACTICES.

            1.    As further set forth in Schedule B (Service Levels), IBM shall
                  on a continuous basis, as part of its total quality management
                  process, identify ways to improve the level of Services
                  delivered.

            2.    IBM shall identify and apply proven techniques and tools from
                  other installations within its operations that would benefit
                  SCA either operationally or financially. IBM shall implement
                  the foregoing at the request of SCA, provided that IBM's
                  implementation thereof will be subject to SCA's prior review
                  and written approval and provided further that the Parties
                  shall negotiate in good faith with respect to, and agree upon,
                  any related increases or reductions in fees payable by SCA
                  hereunder or any related improvements in Service Levels.

      h.    SCA SATISFACTION SURVEYS. On an annual basis, IBM shall perform SCA
            satisfaction surveys in accordance with to the Policy and Procedures
            Manual and shall share the results of those surveys with SCA.

      i.    BENCHMARKING.

            1.    After the third (3rd) anniversary of the Effective Date, SCA
                  may, at its option, initiate a benchmark analysis of the
                  Services, or one or more Service Towers, provided, however,
                  that SCA may initiate such benchmark analysis for the Data
                  Network Transport (e.g., circuits) and Voice Transport (e.g.,
                  minutes) charges after the second (2nd) anniversary of the
                  Effective Date. A benchmarking of the Benchmarked Services may
                  not be duplicated within any eighteen (18) month period. The
                  Parties will, in good faith, jointly select and contract with
                  one of the following entities (or another industry-recognized
                  benchmarking service provider designated by SCA and approved
                  by IBM) for the benchmarking: Gartner Measurement, Forrester,
                  and Compass America. The entity selected in accordance with
                  the foregoing sentence shall be deemed the "BENCHMARKER." All
                  third party fees of the benchmarking service provider shall be
                  shared equally by the Parties. The Benchmarker shall have no
                  financial incentive in the outcome of the Benchmark.

            2.    Each Party shall have the right to review the benchmarking
                  procedures to be utilized by the Benchmarker, which shall be
                  provided to the Parties prior to the start of the benchmarking
                  process. If the Parties agree on specific directions,
                  processes or methodologies to be used by the Benchmarker, the
                  Benchmarker shall be provided such directions and instructed
                  to comply. Otherwise, the Benchmarker shall be instructed to
                  use its professional judgment as to the appropriate processes
                  and methodologies to be applied.


<PAGE>


            3.    The Benchmarker shall execute an appropriately protective
                  confidentiality agreement with the Parties. In no event shall
                  IBM have any obligation to (i) provide any proprietary
                  information or data relating to IBM's agreements with other
                  customers or (ii) disclose IBM's cost of delivering the
                  Services. All results of the benchmarking process, and
                  materials created by the Benchmarker pursuant to the
                  benchmarking process, shall be jointly owned by SCA and IBM
                  and shall be the Confidential Information of both Parties, and
                  shall not be released by either Party to any Third Party
                  without the other Party's prior written consent.

            4.    The Benchmarker shall compare the total charges under this
                  Master Agreement for the Benchmarked Services to prices being
                  charged by top tier outsourcing service providers to a
                  representative sample of other entities (the "REPRESENTATIVE
                  SAMPLE"). In conducting the benchmarking, the Benchmarker
                  shall normalize the data used to perform the benchmarking to
                  accommodate, as appropriate, differences in volume of
                  services, geography, scope and configuration of services,
                  service levels, financing or payment streams, age of Equipment
                  and other pertinent factors. The Benchmarker shall select the
                  Representative Sample from entities (i) identified by the
                  Benchmarker and (ii) identified by a Party and approved by the
                  Benchmarker. The following conditions apply to the
                  Representative Sample: (A) it shall include at least six (6)
                  entities and no more than eighteen (18) entities, (B) it may
                  include entities that are outsourcing customers of IBM, and
                  (C) it may not include entities that have not outsourced those
                  IT operations that are being benchmarked. Subject to this
                  Section 6.6(i), Benchmarker shall perform the benchmarking in
                  accordance with the Benchmarker's documented procedures.

            5.    The Benchmarker is to conduct a benchmarking as promptly as is
                  prudent in the circumstances. Based upon the final results of
                  such benchmarking, IBM shall cooperate with SCA to investigate
                  variances, if any, and to take corrective action to respond to
                  any deficiencies. The twenty-fifth (25th) percentile (it being
                  understood that the "first (1st) percentile" is the lowest
                  price charged) of fees charged with respect to the
                  representative sample shall be referred to as the "Benchmark."
                  Such 25th percentile shall be calculated using a statistically
                  valid methodology (e.g., NIST). Any dispute as to such
                  deficiencies, variances or reduction shall be resolved
                  pursuant to Article 10 (Dispute Resolution).

            6.    The Benchmarker shall issue a preliminary written report
                  reflecting its findings. The Parties will review the
                  preliminary benchmark analysis report and provide any comments
                  in writing. The Benchmarker will be instructed to consider any
                  such comments received and, after such consideration and
                  making any appropriate adjustments, issue a final written
                  report of its finding and conclusions. If IBM's price(s) for
                  the Benchmarked Services are priced higher than the Benchmark:

                  (i)   in the event IBM's price(s) exceeds the Benchmark by
                        five percent (5%) or less, there shall be no adjustment
                        to IBM's price(s).

                  (ii)  in the event IBM's price(s) exceeds the Benchmark by
                        more than five percent (5%) of the Benchmark, IBM shall
                        within thirty (30) days reduce its price(s) to within
                        five percent (5%) of the Benchmark; provided, however,
                        in no event shall IBM be required to reduce its charges
                        by more than 5% of the unit pricing or Supplier Base
                        Charge for Resource Units for the Services Tower or
                        Towers that are the subject of the Benchmarker's report.


<PAGE>


                        Such adjustments shall be retroactive to the calendar
                        month following the issuance of the Benchmarker's final
                        report. If IBM fails to reduce its price to within five
                        percent (5%) of the Benchmark, SCA may terminate the
                        affected portion of the Services subject to the
                        benchmarking by paying Wind Down Expenses only.

      j.    SERVICE LEVEL CREDITS. IBM recognizes that SCA is paying IBM to
            deliver the Services at specified Service Levels. Without limiting
            any other remedy which SCA may have hereunder or otherwise, whether
            at law, in equity, or otherwise, if IBM fails to meet Service
            Level(s), then IBM shall be required to make such payments or
            provide such credits to SCA as are set forth in Schedule B (Service
            Levels) in recognition of the diminished value of the Services
            resulting from IBM's failure to meet the agreed upon level of
            performance; provided that in the event SCA seeks any monetary
            damages (other than Service Level Credits as defined in Schedule B
            (Service Levels) for such failure by IBM, such monetary damages, if
            awarded to SCA, shall be reduced by the amount of Service Level
            Credits that have been credited to SCA (or, if such Service Level
            Credits have not yet been credited to SCA, then they will be offset
            against such monetary damages and, to the extent of the offset,
            shall not be credited to SCA); provided, however, that in the event
            that SCA does not seek any additional monetary damages within nine
            (9) months after a credit is paid or credited to SCA such credit
            shall become the sole and exclusive monetary remedy for the Service
            Level failure associated with such credit. IBM acknowledges and
            agrees that such Service Level Credits and Critical Deliverable
            Credits shall not be deemed a penalty.

      k.    FAILURE. If IBM fails to meet any Service Level and such failure is
            not excused pursuant to this Master Agreement, IBM shall promptly
            (i) investigate and report on the causes of the problem; (ii) advise
            SCA, as and to the extent requested by SCA, of the status of
            remedial efforts that will be and/or are being undertaken with
            respect to such problems; (iii) correct the problem(s) that led to
            such failure, and begin meeting the Service Levels; and (iv) take
            appropriate preventive measures designed to reduce the likelihood
            that the applicable problem(s) recur. The foregoing shall not be
            deemed to limit any other remedy to which SCA may be entitled
            hereunder or otherwise, whether at law, in equity, or otherwise.

      6.7   DISASTER RECOVERY.

      a.    DISASTER RECOVERY PLAN.

            1.    IBM shall, as part of the Basic Services and for the Fees set
                  forth in Schedule C (Charges), develop and provide to SCA for
                  its approval prior to the Commencement of Steady State and
                  thereafter implement a new disaster recovery plan. Upon
                  written approval by SCA, such disaster recovery plan shall be
                  attached hereto as Schedule O (Disaster Recovery Plan) (such
                  plan, the "DISASTER RECOVERY PLAN"). IBM shall annually update
                  and twice during each Contract Year test the Disaster Recovery
                  Plan as set forth in Exhibit A (Statement of Work, Disaster
                  Recovery) and in accordance with the Service Levels set forth
                  in Schedule B (Service Levels).

            2.    In the event of a declared disaster, IBM shall perform the
                  disaster recovery services as described in the Disaster
                  Recovery Plan and in Schedule A (Statement of Work).

            3.    The parties acknowledge that, prior to the Commencement of
                  Steady State, SCA shall obtain disaster recovery services from
                  its parent corporation and shall be


<PAGE>


                  subject to the terms of any disaster recover plan in
                  connection therewith (the "INTERIM DISASTER RECOVERY PLAN").
                  In the event of a declared disaster under the Interim Disaster
                  Recovery Plan prior to the Commencement of Steady State, IBM
                  shall cooperate with SCA's reasonable requests for assistance
                  in connection with implementation by SCA of the Interim
                  Disaster Recovery Plan.

      b.    ALLOCATION OF RESOURCES. Whenever a disaster causes IBM to allocate
            limited resources between or among IBM, IBM's Affiliates and SCA,
            and/or SCA Affiliates at the affected Service Locations, SCA and its
            Affiliates shall in no event be treated less favorably with respect
            to such allocation than any similarly-situated IBM customer.

7.    NEW SERVICES AND PROJECTS

      7.1   NEW SERVICES.

      a.    GENERALLY. SCA, in its sole discretion, may, from time to time
            during the Term, request that IBM perform a New Service. In the
            event SCA requests IBM to provide any New Service, IBM shall use
            commercially reasonable efforts to provide such New Services to SCA,
            subject to the Parties negotiating and agreeing upon an appropriate
            project plan and/or statement of work. The Parties shall review,
            revise, and finalize, if applicable, such draft project plan and/or
            statement of work, in each case in accordance with Section 7.2
            below. Notwithstanding any other provision of this Master Agreement,
            IBM shall not begin performing any New Service, and SCA shall not be
            obligated to accept or pay for any New Service, until SCA has
            provided IBM with written authorization from the SCA Project
            Executive to perform such New Service, upon which approval such New
            Service will be deemed a "Service" hereunder and will be performed
            by IBM subject to the terms and conditions of this Master Agreement.
            Except as otherwise agreed to by the Parties in writing, the terms
            and conditions of this Master Agreement will apply to all New
            Services.

      b.    FEE, CHARGES, AND PERSONNEL. Unless otherwise agreed by the Parties,
            the fees for any New Service shall be calculated in accordance with
            the applicable rate card(s) set forth in Schedule C (Charges).
            Notwithstanding any other provision of this Master Agreement, to the
            extent that an existing charging methodology would apply to any
            portion of a New Service, SCA will pay the charges for such portion
            in accordance with such charging methodology. Subject to the terms
            and conditions of this Master Agreement, IBM will use commercially
            reasonable efforts to provide all New Services utilizing IBM
            Personnel who are familiar with the SCA account and SCA's business.

      7.2   PROJECTS.

      PROJECT PLANS. For each Project requested or required by SCA, IBM shall
      promptly prepare and deliver to SCA for review and comment a draft Project
      plan developed in accordance with the terms and conditions of this Section
      7.2. For each Project, IBM will perform such Project in accordance with
      the applicable, finally approved Project Plan for such Project. Except as
      otherwise agreed to by the Parties in writing, the terms and conditions of
      this Master Agreement will apply to all Project Plans and Projects.


<PAGE>


      7.3   PROJECT PLAN CONTENTS.

      a.    GENERALLY. Each draft Project plan, at a minimum, shall consist of
            the following: a written statement of the Project's goals and
            objectives; a description of the Project approach (i.e., a
            description of the technical solution, Project governance, and
            functionality to be delivered); a list of any Deliverables and
            Completion Criteria applicable to such Deliverables; a Project
            timeline that will include a work breakdown structure, required
            resources (except with respect to any Project for which IBM proposes
            to charge a fixed fee and which is comprised solely of New
            Services), a list of tasks to be performed (with task description,
            duration, start date and end date), and a list of critical
            milestones and target completion dates for such milestones; a
            proposed charges forecast that depicts the total projected charges
            including charges for assets that either SCA or IBM need to purchase
            in conjunction with the Project, and the timing of such charges; the
            manner in which charges will be calculated and invoiced; a change
            management plan that describes how changes to the Project will be
            scoped and approved by the Parties; a communications plan that
            describes the method and schedule for Project communications (e.g.,
            status reports, conference calls, team meetings); and a risk plan
            that identifies potential risks, including potential disruptions to
            SCA operations, and the actions that IBM and/or SCA will need to
            take in order to mitigate such risks.

      b.    PROJECT PLANS FOR NEW SERVICES. Each draft Project plan
            corresponding to a New Service shall also include the following: a
            written description of the work IBM anticipates performing in
            connection with such New Service; a schedule for commencing and
            completing the New Service; IBM's prospective charges for such New
            Service, which charges shall be stated in the pricing methodology
            specified by SCA (e.g., time and materials, fixed price, "not to
            exceed"); when applicable, a description of any new application,
            hardware or other Deliverables to be provided by IBM in connection
            with such New Service; when applicable, the software and hardware
            resources and run-time requirements necessary to develop and operate
            any new applications or other materials; the human resources
            necessary to provide the New Service; and when applicable, (A) a
            list of any existing applications, hardware, or other materials or
            equipment included in or to be used in connection with such New
            Service, and (B) acceptance test criteria and procedures for any new
            applications or any products or Third Party Services.

      c.    REVIEW AND APPROVAL OF PROJECT PLANS. Following SCA's receipt of a
            draft Project plan, SCA will review the draft Project plan and
            provide comments and suggestions to IBM, upon receipt of which IBM
            will promptly revise the draft Project plan in accordance with SCA's
            comments and suggestions and in cooperation with SCA and provide a
            further revised draft of the draft Project plan to SCA for review
            and approval within fifteen (15) days after receipt of SCA's
            comments. The final Project plan for an applicable Project and/or
            New Service shall be subject to SCA's approval, and upon such
            approval shall be deemed a "PROJECT PLAN." No Project Plan shall be
            modified or amended other than with the prior written approval of
            SCA.

      d.    STATUS REPORTS. During the Term and any Termination/Expiration
            Assistance Period, at least on a biweekly basis, IBM shall provide
            SCA with a status report for each approved Project Plan. The update,
            at a minimum, will provide the following: milestones achieved, the
            variances to schedule and, if the project is behind schedule; a
            recovery plan that describes the actions that IBM will undertake in
            order to return to the schedule in the Project Plan; Deliverables
            that have been created, developed, and/or completed and Completion
            Criteria that have and have not been met; variances, if any, to the


<PAGE>


            specifications of the applicable Project and/or New Service; and
            charges incurred to date including hardware, software, labor and any
            other charges associated with the execution of the Project Plan.

      e.    ACCEPTANCE TESTING. Promptly after IBM's completion of each
            Deliverable hereunder, IBM will deliver the Deliverable to SCA for
            acceptance. SCA will have thirty (30) days from its receipt of any
            Deliverable to review and evaluate such Deliverable to determine
            whether the Deliverable meets, to SCA's reasonable satisfaction, the
            specifications and other requirements for such Deliverable as agreed
            upon by the Parties ("Acceptance Criteria"). Within such thirty (30)
            day period, SCA shall notify IBM of its acceptance or rejection of
            the Deliverable. SCA shall provide IBM with a list or description of
            the inadequacies, defects, deficiencies or other problems in any
            rejected Deliverable, and in such event, IBM shall have thirty (30)
            days following receipt of such list or description to correct such
            problems (to the extent that such problems do not constitute changes
            to the Project requirements) and to deliver a corrected Deliverable
            to SCA for SCA's review and acceptance as set forth above. In the
            event such corrected Deliverable does not meet the Acceptance
            Criteria, SCA may, in its sole discretion and in addition to any
            other remedies available to it under this Master Agreement or at law
            or in equity, either (i) grant IBM a further thirty (30) days (or
            such longer period as SCA may, in its sole discretion, decide) in
            which to correct any problems in such Deliverable; or (ii) deem
            IBM's failure to provide SCA with an acceptable Deliverable to be a
            breach under this Master Agreement.

      f.    THIRD PARTY SERVICES. Notwithstanding any request made to IBM by SCA
            pursuant to Section 7.1, SCA shall have the right to provide to
            itself, or to have any Affiliate or Third Party provide to it (in
            either case, by agreement with a Third Party or otherwise), any or
            all of the Services described in this Master Agreement as well as
            the New Services. In the event SCA performs or contracts with a
            Third Party to perform any Services, IBM shall cooperate in good
            faith with SCA and as applicable any such Third Party in accordance
            with Section 6.1(g) (Cooperation).

8.    CHANGES IN CIRCUMSTANCES AND OTHER REDUCTIONS IN RESOURCE USAGE

      8.1   CHANGES IN CIRCUMSTANCES. As used in this Master Agreement, a
            "CHANGED CIRCUMSTANCE" means a circumstance in which an event or
            discrete set of events has occurred, or is planned or anticipated,
            with respect to the business of SCA (other than SCA's transferring
            the Services or a portion of the Services in-house or to a Third
            Party), which event or set of events results or will result in a
            sustained change in the actual usage of a resource subject to a
            Baseline, which event or set of events is reasonably expected to
            cause the actual usage of such resource to vary from the applicable
            Baseline by twenty five percent (25%) or more for the foreseeable
            future but in any event for at least six (6) months. Examples of the
            kinds of events that might cause such substantial changes are:

            o  additions, deletions or other changes to locations where the
               Services operate;

            o  additions, deletions or other changes to the Services provided by
               IBM;

            o  additions or deletions of entities, Affiliates, divisions or
               other operating units to whom the Services are provided;


<PAGE>


            o  mergers, acquisitions, divestitures or joint ventures of SCA;

            o  changes in the method of service delivery, or changes in
               operational priorities; or

            o  changes in SCA's technology strategy.

      8.2   CHANGED CIRCUMSTANCE ADJUSTMENTS.

      a.    Generally

            1.    SCA will notify IBM in writing at least ninety (90) days prior
                  to the requested effective date of a Changed Circumstance
                  Adjustment.

            2.    SCA will commit to each Changed Circumstance Adjustment for at
                  least six (6) months.

            3.    In no event will a Changed Circumstance Adjustment:

                  (a)   reduce a Baseline for each year remaining in the Term by
                        more than fifty (50) percent of the applicable Original
                        Baselines for each such year (pro-rated for any partial
                        years); or

                  (b)   reduce the ASC for each year remaining in the Term by
                        more than fifty (50) percent of the Original ASC for
                        each such year, or the applicable charges for the
                        remaining Services Towers for each such year following
                        any partial termination of Services.

            4.    Previously paid charges, such as the ASC and ARCs, and
                  previously issued credits, such as RRCs, will not be affected
                  by a Changed Circumstance Adjustment.

            5.    Upon IBM's and SCA's agreement to a Changed Circumstance
                  Adjustment, IBM and SCA will amend this Master Agreement to
                  reflect such Changed Circumstance Adjustment. A Changed
                  Circumstance Adjustment will not be effective until IBM's and
                  SCA's execution of such amendment.

      b.    SCA may notify IBM of any event or discrete set of events that it
            believes constitutes a Changed Circumstance (each such notice, a
            "CHANGED CIRCUMSTANCE NOTICE")

            1.    Upon receipt of a Changed Circumstance Notice, IBM will
                  promptly develop a plan to modify the Services to accommodate
                  such Changed Circumstance by adjusting the Baselines,
                  Services, Service Levels, and/or the charges set forth in this
                  Master Agreement in a cost-effective manner without disruption
                  to SCA's ongoing operations ("CHANGED CIRCUMSTANCE
                  ADJUSTMENT"). Such plan shall be submitted to SCA for its
                  review and approval within thirty (30) days of receipt of a
                  Changed Circumstance Notice.

            2.    If SCA approves such plan, IBM will make the agreed
                  adjustments to the Baselines, Service Levels, Services and/or
                  the charges set forth in this Master Agreement within thirty
                  (30) days, and distribute an amended Exhibit C-1 to SCA and
                  IBM.


<PAGE>


            3.    SCA may, at its option and expense, employ an accredited and
                  independent auditor, subject to the Confidentiality
                  obligations set forth in this Master Agreement, to verify
                  IBM's methodology for calculating the savings, if any, from a
                  Changed Circumstance Adjustment above conforms to accepted
                  accounting practices.

9.    FEES, PAYMENT AND INVOICES

      9.1   FEES. All fees to be payable and which IBM may charge under this
            Master Agreement (the "FEES") for the Basic Services are set forth
            in Schedule C (Charges). SCA shall not required to pay IBM any
            amounts for the Services other than as set forth in this Article 9
            and in Schedule C. IBM shall invoice SCA for the Services performed
            in accordance with this Master Agreement, including Schedule C.
            Invoices shall be itemized as set forth in the Policy and Procedures
            Manual or as otherwise reasonably agreed by the Parties. Without
            limiting the foregoing, the Policy and Procedures Manual will
            include provisions for the itemization of invoices in detail
            sufficient to enable SCA to allocate all monthly recurring charges
            and all non-recurring charges and costs (including any Projects or
            New Services) on a country by country basis with regard to all
            Services provided under the Master Agreement. Invoices shall be in
            the form set forth in the Policy and Procedures Manual or as
            otherwise reasonably agreed by the Parties. Any Pass Through
            Expenses shall be passed through to SCA without any mark up or other
            additional charge by IBM. Any reductions in any Pass Through
            Expenses (including without limitation third party expenses related
            to voice or data network usage or Third Party Software) shall be
            passed through to SCA. In the event that any Services are performed
            by IBM hereunder and such performance does not comply with the terms
            and conditions of this Master Agreement, IBM's re-performance of
            such Services shall not result in any additional charge or cost to
            SCA. The provision of any Services or other services pursuant to
            this Master Agreement that would result in charges to SCA in
            addition to the Fees shall be subject to the prior written approval
            of a SCA Authorized Representative, which approval shall not be
            unreasonably withheld.

      9.2   COSTS AND EXPENSES. Except as expressly set forth in this Master
            Agreement, any costs and expenses of IBM incurred in providing the
            Services are included in the Fees and shall not be reimbursed by SCA
            unless agreed to by SCA in writing in advance, in its discretion, on
            a case-by-case basis. Any such reimbursement shall be, where
            applicable, in accordance with the SCA Expense Policy set forth in
            the Policy and Procedures manual.

      9.3   RIGHTS OF SET OFF. With respect to any undisputed amount which (a)
            should be reimbursed to a Party or (b) is otherwise payable to a
            Party pursuant to this Master Agreement, such Party may upon written
            notice to the other Party deduct the entire amount owed to such
            Party against the charges otherwise payable or expenses owed to the
            other Party under this Master Agreement.

      9.4   REFUNDABLE ITEMS. In the event IBM receives during the Term or any
            Termination/Expiration Assistance Period any refund, credit or other
            rebate (including deposits) in connection with any Assigned
            Agreement, that is attributable to periods prior to the effective
            date of the assignment, then IBM shall promptly notify SCA of such
            refund, credit or rebate and shall promptly pay to SCA the full
            amount of such refund, credit or rebate. In the event SCA receives
            during or after the Term any refund, credit or other rebate
            (including deposits) in connection with any such Assigned Agreement
            that is attributable to periods on or after the effective date of
            the assignment, then SCA shall


<PAGE>


            promptly notify IBM of such refund, credit or rebate and shall
            promptly pay to IBM the full amount of such refund, credit or
            rebate.

      9.5   UNUSED CREDITS. Any unused credits against future payments owed to
            either Party by the other Party pursuant to this Master Agreement
            shall be paid to the Party to whom such credits are or were owed
            within thirty (30) days of the expiration or termination of this
            Master Agreement.

      9.6   PRORATION. All periodic fees or charges under this Master Agreement
            are to be computed on a calendar month basis and shall be prorated
            on a daily basis for any partial month.

      9.7   TIME OF PAYMENT.

      a.    IBM shall invoice SCA (a) each month of the Term beginning on the
            Commencement Date, for the Monthly Base Charges for such month and
            (b) each month of the Term beginning on the tenth day of the
            calendar month immediately following the Commencement Date, for the
            Fees other than the Monthly Base Charges including ARCs, RRCs and
            Hourly Services Fees (the "VARIABLE FEES") incurred during the
            preceding month.

      b.    SCA will pay IBM's invoice on or before the date ("PAYABLE DATE")
            below:

            1.    in the case of the Monthly Base Charges, the last day of the
                  calendar month in which SCA receives the invoice from IBM,
                  provided SCA receives such invoice on or before the tenth day
                  of the month; or

            2.    in all other cases (including, in the case of the Monthly Base
                  Charges, if SCA receives such invoice after the tenth day of
                  the month), 30 days after SCA's receipt of such invoice.

      c.    If any payments or portions thereof are not received by IBM within
            ten (10) days after the Payable Date ("GRACE PERIOD"), IBM may
            invoice SCA and SCA will pay a late fee for each day between and
            including the day following the Grace Period and the date IBM
            receives such late payment in full. If any payments or portions
            thereof are not received by IBM within the ten (10) day Grace Period
            on more than one occasion within any Contract Year, then the Grace
            Period, provided to SCA above, shall be reduced to five (5) days for
            the remainder of such Contract Year. The amount of the late fee will
            be invoiced to SCA and payable in accordance with Section 9.7(a)
            above. The late fee will be based on a rate equal to the lesser of:
            (i) one-point-five (1.5) percent of such payments per every thirty
            (30) days or portion thereof; or (ii) the maximum amount permissible
            by the applicable law.

      9.8   DISPUTED PAYMENT. SCA may withhold payment of charges that SCA
            disputes in good faith, provided that SCA may not withhold (a) in
            any one month, an amount greater than fifty (50) percent of
            one-twelfth (1/12) of the then-current Annual Services Charge, or
            (b) in the aggregate at any given time, more than one-sixth (1/6) of
            the then-current Annual Services Charge ((a) and (b), collectively,
            the "DISPUTED FEES CAP"). Disputed charges in excess of the Disputed
            Fees Cap shall be paid when due without prejudice to SCA's rights
            hereunder. SCA


<PAGE>


            shall notify IBM in writing on or before the date that any amount is
            so withheld and describe, in reasonable detail, the reason for such
            withholding. SCA and IBM shall diligently pursue an expedited
            resolution of such dispute in accordance with the dispute resolution
            procedures set forth in Article 10.

10.   DISPUTE RESOLUTION

      a.    If SCA and IBM have a dispute regarding the Services, SCA and IBM
            will exercise reasonable, good faith efforts to resolve the dispute
            and follow the dispute resolution process described in this Section
            (the "DISPUTE RESOLUTION PROCESS"). All disputes will be referred in
            writing.

      b.    A dispute under this Master Agreement initially will be referred to
            the Project Executives. If the Project Executives are unable to
            resolve the dispute within ten (10) business days of their receipt
            of the referral, the dispute will be referred, at SCA's discretion,
            either to the Chief Information Office or Chief Operating Officer of
            SCA, and, in the case of IBM, to the General Manager of Finance
            Service Sector for IBM Global Services for their review and
            resolution. In the event that the lead executives are unable to
            resolve the dispute within thirty (30) days of their receipt of the
            referral, either Party may apply to the competent courts for the
            resolution of such dispute.

      c.    The Parties agree that written or oral statements or offers of
            settlement made in the course of the Dispute Resolution Process will
            be Confidential Information, will not be offered into evidence,
            disclosed, or used for any purpose other than the Dispute Resolution
            Process, and will not constitute an admission or waiver of rights.
            Upon request, each Party will promptly return to the other all
            copies of any such written statements or offers of settlement.

      d.    Except where clearly prevented by the nature of the dispute or in
            the event of SCA's nonpayment of any undisputed amounts to IBM or
            breach of Section 9.8 (Disputed Payment), IBM and SCA shall continue
            to perform their respective obligations under this Master Agreement
            while a dispute is being resolved.

11.   RENEWAL AND TERMINATION

      11.1  RENEWAL.

      a.    If either IBM or SCA desires to renew this Master Agreement, it will
            notify the other in writing, at least twelve (12) months prior to
            the Expiration Date, of its desire to renew this Master Agreement.
            If IBM and SCA agree to discuss such renewal, IBM will provide SCA,
            within two (2) months after such renewal request, with its proposed
            terms for such renewal. Within sixty (60) days after SCA's receipt
            of IBM's proposed terms, SCA will notify IBM of:

            1.    SCA's response to IBM's proposed terms for such renewal; or

            2.    any modifications or other SCA requests with respect to IBM's
                  proposed terms.

      b.    If SCA and IBM both wish to renew this Master Agreement, IBM and SCA
            will negotiate in good faith regarding such renewal.

      c.    If SCA and IBM are unable to agree on the terms of the renewal of
            this Master Agreement


<PAGE>


            as of three (3) months prior to the Expiration Date, this Master
            Agreement will be extended at the then-current prices, Baselines,
            charging methodology, and other applicable terms as listed under
            this Master Agreement, for a period of twelve (12) months beginning
            on the Expiration Date (the "EXTENSION PERIOD"). During such
            Extension Period, SCA and IBM will continue to negotiate in good
            faith regarding renewal of this Master Agreement. If SCA and IBM are
            unable to reach agreement on the renewal of this Master Agreement
            during the Extension Period, this Master Agreement will terminate
            upon expiration of the Extension Period.

      11.2  TERMINATION FOR CAUSE.

      a.    By SCA:

            In the event that IBM:

            1.    commits a material breach of this Master Agreement, which
                  breach is not cured within thirty (30) days from the date IBM
                  receives written notice of such material breach or such longer
                  period as mutually agreed by the Parties in writing;

            2.    commits a material breach of this Master Agreement which is
                  not capable of being cured within sixty (60) days from the
                  date that IBM receives written notice of such breach;

            3.    commits multiple breaches of its duties or obligations
                  hereunder, of which IBM received written notice of, or of
                  which IBM knows, or reasonably should know, and which
                  collectively constitute a material breach of this Master
                  Agreement, and which are not cured within thirty (30) days
                  from the date that IBM receives written notice of such breach;
                  or

            4.    commits multiple breaches of its duties or obligations
                  hereunder (for which SCA has provided prior notice) which
                  collectively constitute a material breach of this Master
                  Agreement (including without limitation breaches of IBM's
                  Service Level obligations), which breach is not capable of
                  being cured within sixty (60) days from the date that IBM
                  receives written notice of such breach;

                  then SCA may, by giving written notice to IBM within sixty
                  (60) days after the material breach or the last breach in the
                  case of multiple breaches which collectively constitute a
                  material breach, terminate this Master Agreement, in whole or
                  in relevant part by Services Tower, as of a date specified in
                  the notice of termination, without payment of any Wind Down
                  Expenses, unrecovered Pre-Paid Charges, or other termination
                  charges. If SCA chooses to terminate this Master Agreement in
                  part, the Fees payable under this Master Agreement will be
                  equitably adjusted to reflect those Services that are
                  terminated.

      b.    By IBM:

            In the event of a failure by SCA to make timely payment of any
            undisputed Fees, or a breach by SCA of Section 9.8 (Disputed
            Payment), which failure or breach is not cured within thirty (30)
            days from the date that SCA receives written notice of such failure
            or breach, then IBM may, by giving written notice to SCA in
            accordance with Section 18.9 (Notifications and Approvals),
            terminate this Master Agreement, as of the date specified in the
            notice of termination.


<PAGE>


            SCA's failure to perform its responsibilities set forth in this
            Master Agreement (other than as provided in this Section 11.2) shall
            not be deemed to be grounds for termination by IBM.

      11.3  TERMINATION FOR CONVENIENCE.

      a.    Subject to subsection (c), below, SCA may terminate this Master
            Agreement, in whole or in part (consistent with Schedule C
            (Charges)), for convenience and without cause by giving IBM at least
            one hundred eighty (180) days prior written notice designating the
            termination date and paying, solely as applicable to the terminated
            Services, the following: (i) the applicable termination charge set
            forth in Schedule C (Charges) (the "TERMINATION FOR CONVENIENCE
            CHARGE"); and (ii) Wind Down Expenses.

      b.    IBM will provide SCA with an initial non-binding estimate of the
            Wind Down Expenses amounts thirty (30) days prior to the termination
            date, or at any time during the Term upon SCA's reasonable request,
            and will provide a final adjustment and true-up to reflect the
            actual charges within six (6) months after the applicable
            Termination/Expiration Assistance Period.

      c.    SCA shall have the right to terminate this Master Agreement for
            convenience at any time commencing sixteen (16) months after the
            Effective Date.

      11.4  TERMINATION FOR CHANGE IN CONTROL OF IBM. In the event (a) of a
            change in Control of IBM (Lead Party) where such Control is
            acquired, directly or indirectly, in a single transaction or series
            of related transactions by (i) an SCA Competitor, or (ii) an entity
            that SCA reasonably believes would adversely affect SCA's business
            or the Services, (b) that all or substantially all of the assets of
            IBM (Lead Party) are acquired by (i) an SCA Competitor, or (ii) an
            entity that SCA reasonably believes would adversely affect SCA's
            business or the Services, or (c) that IBM (Lead Party) is merged
            with or into another entity to form a new entity that is (i) an SCA
            Competitor, or (ii) an entity that SCA believes would adversely
            affect the SCA's business or the Services ((a), (b) or (c) a "CHANGE
            IN CONTROL"), then at any time within twelve (12) months after the
            last to occur of such events, SCA may terminate this Master
            Agreement in its sole discretion by giving IBM at least one hundred
            eighty (180) days prior written notice and designating a date upon
            which such termination will be effective. In the event of such
            termination for Change in Control of IBM, SCA shall only be required
            to pay the full amount of Wind Down Expenses in the case of a change
            in Control to an SCA Competitor, or in any other case, the full
            amount of Wind Down Expenses and fifty (50) percent of the
            Termination Fees applicable to a termination for convenience.

      11.5  TERMINATION FOR BANKRUPTCY. In the event that either Party (a) files
            for bankruptcy; (b) becomes or is declared insolvent, or is the
            subject of any unchallenged proceedings related to its liquidation,
            insolvency or the appointment of a receiver or similar officer for
            it; (c) makes an assignment for the benefit of all or substantially
            all of its creditors; or (d) enters into an agreement for the
            composition, extension, or readjustment of substantially all of its
            obligations, then the other Party may, by giving written notice of
            termination to the first Party, terminate the Master Agreement as of
            a date specified in such notice of termination; provided, however,
            that IBM shall not have the right to exercise such termination so
            long as SCA pays for the Services in advance on a month-to-month
            basis by certified bank check or other method to be mutually agreed
            upon.


<PAGE>


      11.6  TERMINATION FOR FORCE MAJEURE. In the event a material portion of
            the Services or the performance of the Services is delayed or
            interrupted because of a Force Majeure condition as described in
            Section 18.4 (Force Majeure) for more than thirty (30) days and IBM
            cannot provide a temporary alternative acceptable to SCA, SCA may,
            at its option on notice to IBM terminate for convenience the
            affected portion of the Services without termination for convenience
            charges, other than the payment of Wind Down Expenses. In the case
            of a Force Majeure Event, SCA will promptly receive an equitable
            adjustment in Fees hereunder.

      11.7  TERMINATION FOR FAILURE TO ACHIEVE TRANSITION. In the event that the
            Commencement of Steady State does not occur within sixteen (16)
            months of the Effective Date (or such later date as the parties may
            mutually agree in a written amendment to this Master Agreement),
            provided that SCA has not requested or been the sole cause of such
            delay in the Commencement of Steady State, then SCA may, at its
            option on written notice to IBM, terminate this Master Agreement in
            whole or in part without any obligation to pay termination for
            convenience charges, other than the payment of Wind Down Expenses
            associated with the Transition (except in the event that IBM is in
            material breach of its obligations under the Transition Plan, in
            which case SCA also shall have no obligation to pay Wind Down
            Expenses).

      11.8  CUMULATIVE REMEDIES. SCA's termination of this Master Agreement, and
            any adjustment of fees or charges or any other remedy in connection
            with any such termination, shall be without prejudice to any other
            right or remedy that SCA may have hereunder, or at law or in equity,
            and shall not relieve IBM of breaches occurring prior to the
            effective date of such termination.

      11.9  ADJUSTMENT. In the event of any termination-in-part by SCA, as
            provided in this Master Agreement, the charges payable under this
            Master Agreement for Services will be equitably adjusted to reflect
            those services that are terminated. In no event may SCA
            terminate-in-part the Server Services.

      11.10 TRANSFER ASSISTANCE.

      a.    TERMINATION/EXPIRATION ASSISTANCE. At SCA's reasonable request, IBM
            will provide to SCA at any time during the Term (including any
            renewal term) and during the Termination/Expiration Assistance
            Period of up to twelve (12) months following the effective date of
            termination or expiration of the Master Agreement, the reasonable
            termination expiration assistance requested by SCA to allow the
            Services to continue without interruption or adverse effect
            ("ONGOING ACTIVITIES") and to facilitate the orderly transfer of the
            Services to SCA (such assistance, "TERMINATION/EXPIRATION
            ASSISTANCE"), provided that IBM shall not be obligated to provide
            such Ongoing Activities and Termination/Expiration Assistance in the
            event of a termination by IBM of this Master Agreement pursuant to
            Section 11.2 based upon default for non-payment by SCA (i.e.,
            failure to pay undisputed charges or breach of Section 9.8 (Disputed
            Payments)) unless such non-payment has been cured. IBM will provide
            Termination/Expiration Assistance to SCA to the extent that IBM can
            perform such requested Termination/Expiration Assistance using its
            then-existing resources Dedicated solely to providing the Ongoing
            Activities under this Master Agreement, until expiration or
            termination of this Master Agreement. If IBM's
            Termination/Expiration Assistance will require the use of different
            or additional services or resources beyond that which IBM is then
            using to provide the Ongoing Activities in accordance with the
            Baselines and Service Levels, such request


<PAGE>


            for Termination/Expiration Assistance will be considered a New
            Service; provided, however, that the parties may agree to the
            reallocation of resources performing the Ongoing Activities to
            Termination/Expiration Assistance activities subject to an
            adjustment to Service Levels, milestones or other performance
            obligations in connection with such reprioritization. If IBM
            terminates this Master Agreement for non-payment of fees pursuant to
            Section 11.2, then IBM may require SCA to pay in advance for any
            Termination/Expiration Assistance activities to the extent any such
            activities do not constitute Ongoing Activities. In addition, IBM
            shall provide, upon reasonable prior written request of SCA,
            Termination/Expiration Assistance to SCA for one additional period
            of up to six (6) months. The charges for Termination/Expiration
            Assistance provided by IBM after such Termination/Expiration
            Assistance Period shall be billed to SCA at the rates set forth in
            the rate card set forth in Schedule C (Charges). Subject to the
            foregoing, the quality and level of the Services shall not be
            degraded during the Termination/Expiration Assistance Period, and
            all such Termination/Expiration Assistance shall be provided in
            accordance with the terms and conditions governing IBM's provision
            of the Services hereunder. SCA shall reasonably cooperate with IBM
            in IBM's provision of Termination/Expiration Assistance. After the
            expiration of the Termination/Expiration Assistance Period, IBM
            shall answer questions from SCA regarding the Services on an "as
            needed" basis for up to 6 months at IBM's then standard commercial
            billing rates. Termination/Expiration Assistance will include the
            Services set forth in this Master Agreement, as well as the
            following:

            1.    Within twenty (20) days after the commencement of
                  Termination/Expiration Assistance, IBM will prepare and
                  provide to SCA a preliminary plan for operational turnover
                  that enables a smooth transition of the applicable functions
                  performed by IBM under this Master Agreement to SCA or its
                  designee(s). Such draft turnover plan will be provided to SCA
                  in both hardcopy and in an electronic format capable of being
                  utilized by SCA, and shall not be deemed to amend the terms of
                  this Master Agreement. Upon receipt of IBM's draft turnover
                  plan, SCA will promptly review the draft plan and provide
                  written comments and suggestions to IBM, upon receipt of which
                  IBM will promptly revise the draft plan in accordance with
                  SCA's comments and suggestions and in cooperation with SCA and
                  provide a further revised draft of the draft turnover plan to
                  SCA for review and approval within a reasonable period of time
                  after receipt of SCA's comments. The final draft turnover plan
                  shall be subject to SCA's approval (which shall not be
                  unreasonably withheld), and upon such approval shall be deemed
                  the "TURNOVER Plan." Upon such approval by SCA, IBM will
                  provide Termination/Expiration Assistance in accordance with
                  the Turnover Plan. Provision of Termination/Expiration
                  Assistance will not be complete until SCA's Project Executive
                  agrees (which agreement shall not be unreasonably withheld)
                  that all tasks and Deliverables set forth in the Turnover Plan
                  have been completed and delivered.

            2.    IBM will attend periodic review meetings called by SCA, during
                  which the Parties at a minimum will review IBM's performance
                  of Termination/Expiration Assistance, including the completion
                  and delivery of tasks and Deliverables set forth in the
                  Turnover Plan.

            3.    For all Termination/Expiration Assistance, subject to terms
                  set forth in the definition of "Ongoing Activities" above, IBM
                  will provide sufficient personnel with current knowledge of
                  the Services to work with the appropriate staff of SCA and, if
                  applicable, SCA's designee(s), to provide the
                  Termination/Expiration Assistance and


<PAGE>


                  to define the specifications for operational turnover in a
                  manner consistent with the Turnover Plan. Subject to the terms
                  of this Master Agreement, IBM will cooperate with SCA and its
                  designees in transitioning the functions performed by IBM
                  under this Master Agreement in the same manner as described in
                  Section 6.1(g) for third parties performing any of the
                  Services.

            4.    IBM will promptly cooperate and provide SCA and its designees
                  with information that is reasonably required to effectuate a
                  smooth transfer of the functions performed by IBM under this
                  Master Agreement to SCA and its designee(s), including
                  reasonable assistance to SCA to prepare a "request for
                  proposal" (RFP).

            5.    IBM will provide SCA with reasonable access and use,
                  consistent with the terms of this Master Agreement, of those
                  IBM Service Locations being used to perform the Services, (i)
                  during the Termination/Expiration Assistance Period (if any)
                  and (ii) at IBM's then-applicable rates, for up to thirty (30)
                  days following the effective date of expiration or termination
                  of this Master Agreement (or from the last day of any
                  Termination/Expiration Assistance Period, if applicable), to
                  enable SCA to effect an orderly transition (but in no event
                  for longer than a reasonable period of time).

            6.    IBM shall identify, any shared hardware or software then used
                  by IBM in providing the Services.

            7.    Upon the latter of the expiration or termination of this
                  Master Agreement and the last day of the
                  Termination/Expiration Period, the rights granted to IBM in
                  Article 13 shall immediately terminate and IBM shall (i)
                  deliver to SCA a current copy of all of the SCA Software in
                  the form in use as of that time and (ii) destroy or erase all
                  other copies of the SCA Software in IBM's care, custody or
                  control, and cause all IBM Agents and subcontractors to
                  destroy or erase all copies of the SCA Software in their
                  respective care, custody or control.

            8.    If SCA is entitled pursuant to this Master Agreement to a
                  sublicense or other right to use any Software owned or
                  licensed by IBM, IBM shall promptly, upon the earlier of the
                  expiration or termination of this Master Agreement and the
                  last day of the Termination/Expiration Assistance Period,
                  provide SCA with such sublicense or other right including the
                  applicable Software and, if applicable, Source Code thereto.

            9.    Upon the latter of the expiration or termination of this
                  Master Agreement and the last day of the
                  Termination/Expiration Period, at SCA's request, with respect
                  to generally commercially available Third Party Software which
                  IBM has licensed or purchased and is Dedicated to providing
                  the Services as of that time, IBM shall, to the extent
                  permitted by the applicable third party license agreements,
                  transfer, assign or sublicense such IBM Third Party Software
                  to SCA, on reasonable terms and conditions and at SCA's
                  expense. In the event IBM is unable to obtain any required
                  consents under a third party license agreement, IBM shall, at
                  SCA's expense, cooperate with SCA in implementing a reasonable
                  work around.

            10.   Upon the latter of the expiration or termination of this
                  Master Agreement and the last day of the
                  Termination/Expiration Period, at SCA's request, with respect
                  to any third party contracts Dedicated to services being
                  provided to SCA for maintenance, disaster recovery, or other
                  necessary Third Party Services being used by IBM to perform
                  the Services as of that time, IBM shall, to the extent
                  permitted by the third


<PAGE>


                  party contracts, transfer any necessary rights or assign such
                  contracts to SCA, on reasonable terms and conditions and at
                  SCA's expense. IBM will be entitled to retain the right to
                  utilize any such Third Party services in connection with the
                  performance of services for any IBM customer.

            11.   In the event IBM has incorporated SCA's network into a IBM
                  proprietary network, IBM shall provide SCA with continued
                  network services, at IBM's then current rates for such network
                  services, for up to two (2) years (subject to SCA's
                  discretion) following the date of expiration or termination of
                  this Master Agreement subject to the terms of this Master
                  Agreement.

            12.   IBM will provide SCA with all documentation, policies,
                  procedures and tools used to provide the Services to the
                  extent that SCA has rights to use such items after termination
                  or expiration as set forth in this Master Agreement.

            13.   SCA may extend offers of employment to IBM's employees
                  Dedicated to performing the affected Services, and IBM shall
                  waive any prohibitions in any employment agreements with such
                  individuals that may restrict such individuals from accepting
                  such offers of employment from SCA.

            14.   Upon SCA's request, IBM shall sell to SCA, the IBM-owned
                  Equipment Dedicated to providing the Services, on an "AS IS,
                  WHERE IS, WITH ALL FAULTS" basis with no warranties from IBM
                  whatsoever, then being used by IBM to provide the Services on
                  a Dedicated basis, free and clear of all liens, security
                  interests or other encumbrances at fair market value.

      11.11 INSURANCE.

      a.    INSURANCE COVERAGE. IBM shall during the Term and at its expense
            have and maintain in force at least the following insurance
            coverages:

            1.    Employer's Liability Insurance, including coverage for
                  occupational injury, illness and disease, and other similar
                  social insurance with minimum limits per employee and per
                  event of $1,000,000 and a minimum aggregate limit of
                  $10,000,000 or the minimum limits required by law, whichever
                  limits are greater.

            2.    Workers' Compensation Insurance, including coverage for
                  occupational injury, illness and disease, and other similar
                  social insurance in accordance with the laws of the country,
                  state or territory exercising jurisdiction over the employee.

            3.    Comprehensive General Liability Insurance, including Products,
                  Completed Operations, Premises Operations Personal and
                  Advertising Injury, Contractual and Broad Form Property Damage
                  liability coverages, on an occurrence basis, with a minimum
                  combined single limit per occurrence of at least $5,000,000
                  and a minimum combined single aggregate limit of $10,000,000.
                  This coverage shall be endorsed to name SCA as additional
                  insured.

            4.    Electronic Data Processing Insurance providing coverage for
                  all risks of loss or damage to IBM's or SCA's Equipment, data,
                  media and valuable papers, with respect to IBM's Equipment,
                  data, media and valuable papers with a minimum limit adequate
                  to cover such risks on a replacement cost or upgrade basis or


<PAGE>


                  $10,000,000, whichever is greater, and with respect to SCAs
                  Equipment, data, media and valuable papers, $10,000,000. Such
                  insurance shall include Extra Expense and Business Income
                  coverage for IBM with a separate minimum limit equal to
                  $10,000,000 and except with respect to Extra Expense and
                  Business Income Coverage shall name SCA as a loss payee.

            5.    Property Insurance for all risks of physical loss of or damage
                  to buildings, business personal property (except property
                  covered by Electronic Data Processing Insurance) or other
                  property that is in the possession, care, custody or Control
                  of IBM pursuant to this Master Agreement, with a minimum limit
                  adequate to cover risks on a replacement costs basis. Such
                  insurance shall include Extra Expense and Business Income
                  coverage for IBM with a separate minimum limit equal to
                  $10,000,000 and except with respect to Extra Expense and
                  Business Income Coverage shall name SCA as a loss payee.

            6.    Automotive Liability Insurance covering use of all owned,
                  non-owned and hired automobiles for bodily injury, property
                  damage, uninsured motorist and underinsured motorist liability
                  with a minimum combined single limit per accident of at least
                  $5,000,000, and at least $10,000,000 on an aggregate basis.
                  This coverage shall be endorsed to name SCA as additional
                  insured.

            7.    Commercial Crime Insurance, in an amount not less than
                  $10,000,000, covering the loss of money, securities and other
                  tangible property belonging to SCA resulting directly from a
                  fraudulent or dishonest act by an IBM employee or IBM Agent,
                  while performing professional services for the SCA.

            8.    Professional Liability Insurance covering liability for loss
                  or damage due to an act, error, omission or negligence, with a
                  minimum limit per claim of $10,000,000 and with an aggregate
                  limit of $20,000,000.

            9.    Umbrella Liability Insurance with a minimum limit of
                  $20,000,000 in excess of the insurance coverage described in
                  Sections (a)(1) through (a)(8).

      b.    INSURANCE TERMS.

            1.    The insurance coverages under Section 11.11(a) shall be
                  primary, and all coverage shall be non-contributing with
                  respect to any other insurance or self insurance which may be
                  maintained by SCA.

            2.    IBM shall cause its insurers (1) to issue certificates of
                  insurance evidencing that the coverages and policy
                  endorsements required under this Master Agreement are
                  maintained in force and (2) to endeavor to provide not less
                  than thirty (30) days' written notice to SCA prior to any
                  modification, cancellation or non-renewal of the policies. The
                  insurers selected by IBM shall be of good standing and
                  authorized to conduct business in the jurisdictions in which
                  Services are to be performed. When the policy is issued each
                  such insurer shall (where such ratings are applicable), have
                  at least an A.M. Best rating of A- and replacement coverage
                  shall be sought if the insurer's rating goes below B+.

            3.    In the case of loss or damage or other event that requires
                  notice or other action under the terms of any insurance
                  coverage specified in this Section 11.11, IBM shall


<PAGE>


                  be solely responsible to take such action with respect to
                  IBM's carrier. IBM shall provide SCA with contemporaneous
                  notice and with such other information as SCA may request
                  regarding the event. Moreover, SCA shall provide to IBM
                  reasonable assistance and cooperation with respect to any
                  insurance claim.

            4.    IBM's obligation to maintain insurance coverage shall be in
                  addition to, and not in substitution for, IBM's other
                  obligations hereunder and IBM's liability to SCA shall not be
                  limited to, or expanded by, the amount of coverage required
                  hereunder.

12.   CONFIDENTIAL INFORMATION

      a.    IBM's and SCA's mutual objective under this Section is to provide
            appropriate protection for Confidential Information while
            maintaining IBM's and SCA's ability to conduct their respective
            business activities. IBM and SCA agree that the following terms
            apply when IBM or SCA (the "DISCLOSER") discloses Confidential
            Information to the other (the "RECIPIENT") under this Master
            Agreement.

      b.    "CONFIDENTIAL INFORMATION" means information provided by the
            Discloser to the Recipient that:

            1.    is marked with a restrictive legend of the Discloser or is
                  identified as confidential at the time of disclosure; or

            2.    contains the Discloser's customer lists, customer information,
                  account information, information regarding business planning
                  and business operations, and administrative, financial, or
                  marketing activities; provided the Discloser treats such
                  information as confidential.

      c.    OBLIGATIONS.

            1.    The Recipient will protect the Confidential Information
                  residing on systems in accordance with the obligations set
                  forth in Schedule A (Statement of Work) including without
                  limitation the security provisions (Section 5.0) of Schedule A
                  (statement of Work).

            2.    The Recipient will:

                  (i)   use the same care and discretion to avoid disclosure,
                        publication, or dissemination of the Discloser's other
                        Confidential Information (i.e., Confidential Information
                        not residing on systems) as the Recipient uses with its
                        own similar information that it does not wish to
                        disclose, publish, or disseminate, and in any event the
                        Recipient will maintain the confidentiality of the
                        Confidential Information using no less than reasonable
                        care under the circumstances; and

                  (ii)  use the Discloser's Confidential Information only for
                        the purpose for which it was disclosed or otherwise for
                        the benefit of the Discloser.

            3.    The Recipient may disclose Confidential Information to:


<PAGE>


                  (i)   the Affiliates and permitted Subcontractors designated
                        on Schedule J (List of Approved Subcontractors) of this
                        Master Agreement to the extent required by them to
                        provide Services under this Master Agreement; and

                  (ii)  any other entity, provided the Recipient obtains the
                        Discloser's prior written consent. Prior to such
                        disclosure, the Recipient will obtain such Affiliate's,
                        Subcontractor's, or other entity's written agreement to
                        treat the Confidential Information in accordance with
                        the applicable terms of this Master Agreement. Recipient
                        shall remain directly and primarily liable for any
                        breach of the confidentiality of the Discloser's
                        Confidential Information by Recipient's Affiliates or
                        Subcontractors.

            4.    SCA and IBM will not disclose, publish, or disseminate the
                  terms of this Master Agreement without the prior written
                  consent of the other, except to the extent permitted by this
                  Section and Section 18.10 (Publicity) of the Base Terms or as
                  required under applicable Law, including for regulatory
                  reporting and accounting purposes.

            5.    The Recipient will protect Confidential Information as set
                  forth in this Section for a period of five (5) years following
                  the date of disclosure of such Confidential Information,
                  unless otherwise provided by applicable law without the
                  possibility of contractual waiver or limitation.

            6.    The Recipient may use in its business activities the ideas,
                  concepts, and know-how contained in the Discloser's
                  Confidential Information which are retained in the memories of
                  Recipient's employees as a result of access to Confidential
                  Information as permitted in accordance with this Master
                  Agreement and in the course of providing the Services, and
                  further provided that such use is made without reference to
                  any tangible copies of the Discloser's Confidential
                  Information and without public reference to the identity of
                  the Discloser. Nothing in this paragraph shall be deemed to
                  constitute a license under the Discloser's copyrights,
                  trademarks or patents.

      d.    EXCLUSIONS.

            1.    The Recipient may disclose, publish, disseminate, and use the
                  Discloser's Confidential Information that is:

                  (i)   already in its possession without obligation of
                        confidentiality;

                  (ii)  developed independently without reference to Discloser's
                        Confidential information;

                  (iii) obtained from a source other than the Discloser without
                        obligation of confidentiality;

                  (iv)  publicly available when received, or thereafter becomes
                        publicly available through no fault of the Recipient; or

                  (v)   disclosed by the Discloser to another entity without
                        obligation of confidentiality.


<PAGE>


            2.    The Recipient may disclose Confidential Information to the
                  extent required by applicable Laws, regulations, or other
                  legal process, provided the Recipient gives the Discloser
                  prompt written notice of such legally required disclosure, if
                  permitted, to allow the Discloser a reasonable opportunity to
                  obtain a protective order at Discloser's expense. Discloser
                  shall only disclose that portion of the Confidential
                  Information which is legally required and shall use reasonable
                  efforts to obtain assurances that confidential treatment will
                  be accorded to such Confidential Information.

      e.    LIMITATION. IBM will not be responsible for the security of data
            during transmission via public telecommunications facilities or
            services.

13.   INTELLECTUAL PROPERTY RIGHTS

      a.    This Section specifies the ownership and license rights of literary
            works or other works of authorship (such as programs, program
            listings, programming tools, documentation, reports, drawings and
            similar works) that are developed by IBM, or by IBM and SCA, under
            the Master Agreement and delivered by IBM to SCA as part of the
            Services, but excluding those materials that are available under
            vendor software license agreements (including license agreements for
            IBM Products) (collectively, "MATERIALS").

      b.    SCA shall own the copyright in Materials developed by IBM as a
            Deliverable under the Master Agreement, with the exception of the
            following Materials that shall be owned by IBM ("SCA-OWNED
            MATERIALS"):

            1.    Derivative Works of Materials owned by IBM, and

            2.    the Policy and Procedures manual and similar documentation,
                  excluding any portions of such documentation which disclose or
                  are specific to SCA's business or otherwise identify SCA;

            (1 and 2 collectively, "IBM-OWNED MATERIALS").

      c.    SCA hereby grants to IBM and to those Affiliates providing Services
            the following license to SCA-owned Materials (described in Section
            9(b)):

            1.    a nonexclusive, worldwide, paid-up, irrevocable license to
                  use, execute, reproduce, display, perform, distribute copies
                  of, and modify (including creating Derivative Works based on)
                  SCA-owned Materials, but only to the extent necessary to
                  perform the Services during the Term; and

            2.    the right to authorize Subcontractors to do any of the former,

            provided that such license will terminate upon SCA's termination of
            this Master Agreement for IBM's material breach.

      d.    IBM hereby grants to SCA and its Affiliates the following license to
            IBM-owned Materials (described in 9 b):

            1.    a nonexclusive, worldwide, paid-up license to use, execute,
                  reproduce, display, perform and distribute copies of IBM-owned
                  Materials, but only for:


<PAGE>


                  (i)   SCA's and its Affiliates' internal use,

                  (ii)  for the purpose of SCA's and its Affiliates' receipt of
                        the Services during the Term, and

                  (iii) for SCA's and its Affiliates' sole benefit and exclusive
                        use after termination or expiration, provided that such
                        license will terminate upon IBM's termination of this
                        Master Agreement for SCA's material breach; and

            2.    the right to authorize SCA Agents to do any of the former.

      e.    PRE-EXISTING MATERIALS. With respect to Materials developed by SCA
            or IBM, or their respective Affiliates and Subcontractors, prior to
            or independently of this Master Agreement (the "PRE-EXISTING
            MATERIALS"), such items are owned, as between SCA and IBM, by the
            party that developed such Pre-Existing Materials. Each party hereby
            grants to the other a license to such items as follows:

            1.    a nonexclusive, worldwide, paid-up license to use, execute,
                  reproduce, display, perform, distribute copies of, and modify
                  (including creating Derivative Works based on) such items, but
                  only:

                  (i)   for a party's internal use,

                  (ii)  for the purposes of IBM providing the Services or for
                        SCA receiving the Services,

                  (iii) during the Term; and

            2.    the right, in the case of IBM, to authorize its Subcontractors
                  to do any of the former and, in the case of SCA, to authorize
                  SCA Agents to do any of the former.

      f.    The ownership and license rights granted in this Section are limited
            by and subject to any patents and copyrights held by, and the terms
            of any license agreements with, applicable vendor software providers
            (including IBM and its Affiliates), provided, however, that the Fees
            and Charges hereunder are inclusive of any fees for the use of IBM's
            or its Affiliates' patents to the extent that SCA's and its
            Affiliates' receipt and/or use of the Services would require a
            license under one or more patents of IBM or its Affiliates.

      g.    To the extent all or any portion of the Materials may not, by
            operation of law, be owned by the entity to which ownership is
            granted in this Section (the "OWNER"), the other hereby assigns,
            without further consideration, ownership in such Materials to such
            Owner.

      h.    IBM and SCA grant only the licenses and rights specified in this
            Master Agreement. No other licenses or rights (including licenses or
            rights under patents) are granted.

14.   INDEMNIFICATION

      a.    INDEMNITY BY IBM. IBM agrees to indemnify, defend and hold harmless
            SCA and its Affiliates, and their respective officers, directors,
            trustees, employees, agents, licensors,


<PAGE>


            successors, and assigns, from any and all Losses and threatened
            Losses arising from, in connection with, or based on allegations of,
            any of the following:

            1.    IBM's failure to observe or perform any duties or obligations
                  to be observed or performed by IBM under any of the Assigned
                  Agreements on or after the effective date of the assignment
                  and assumption;

            2.    IBM's use or disclosure, in violation of IBM's obligations
                  under Article 12 (Confidential Information), of SCA's
                  Confidential Information;

            3.    Any claims of infringement of any patent, trade secret,
                  trademark, copyright, license or other proprietary rights,
                  alleged to have occurred because of IBM or IBM Agent items or
                  IBM or IBM Agent resources provided by IBM or IBM Agents;
                  provided however, this subsection shall not apply to the
                  extent any such claims are a result of: (i) (A) modifications
                  of items or resources or the use of such items or resources in
                  other than their specified operating environment, or (B) the
                  combination, operation, or use of such items or resources with
                  products, data, or apparatus not provided by IBM, unless for
                  the foregoing subsections (A) or (B) such modification,
                  combination, operation or use was at the direction or request
                  of, or in accordance with the specifications provided by IBM;
                  or (ii) items or resources provided to SCA with the written
                  agreement by SCA and IBM that such items or resources shall
                  not be covered by the indemnity in this subsection; or (iii)
                  third party items or resources, except such items or resources
                  which are IBM Agent items or resources which are made
                  available by IBM hereunder in providing the Services and which
                  are not generally commercially available, provided, however,
                  IBM shall (to the extent IBM has the right to do so) make
                  available to SCA any intellectual property infringement
                  indemnifications provided by any Third Party or IBM Agent with
                  respect to the foregoing in this subsection (iii);

            4.    Any claim, demand, charge, action, cause of action, or other
                  proceeding asserted against SCA but resulting from IBM's
                  withholding or failure to withhold taxes with respect to any
                  IBM employee or IBM Agent;

            5.    The death or bodily injury of any agent, employee, SCA
                  business invitee, or business visitor or other person caused
                  by the tortious conduct of IBM or its employees or agents or
                  any subcontractor;

            6.    The damage, loss or destruction of any real or tangible
                  personal property caused by the conduct of IBM or its
                  employees or agents or any subcontractor;

            7.    Any claim, demand, charge, action, cause of action, or other
                  proceeding asserted against SCA but resulting from an act or
                  omission of IBM in its capacity as an employer or prospective
                  employer of a person (including any Transitioned Employee
                  accruing on or after his or her Hire Date), including claims
                  of harassment, discrimination or wrongful discharge or arising
                  under OSHA, workers compensation, ERISA or other applicable
                  federal, state or local laws or regulations;

            8.    any liability for premiums, contributions, or taxes payable
                  under any workers' compensation, unemployment compensation,
                  disability benefit, old age benefit, or tax withholding or
                  failure to withhold for which SCA may be adjudged liable as an
                  employer with respect to any IBM Agent or IBM employee (in the
                  case of any


<PAGE>


                  Transitioned Employee who is or was a IBM employee, accruing
                  on or after his or her Hire Date) except to the extent caused
                  by SCA; and

            9.    any claim or action by IBM's subcontractors arising out of
                  IBM's breach or violation of IBM's subcontracting
                  arrangements.

      b.    INDEMNITY BY SCA. SCA agrees to indemnify, defend and hold harmless
            IBM and its Affiliates, and their respective officers, directors,
            employees, agents, successors, and assigns, from any and all Losses
            and threatened Losses arising from, in connection with, or based on
            allegations of, any of the following:

            1.    SCA's failure to observe or perform any duties or obligations
                  to be observed or performed by SCA under any of the Assigned
                  Agreements before the effective date of the assignment and
                  assumption thereof;

            2.    SCA's misappropriation of IBM's Confidential Information;

            3.    Any claims of infringement of any patent, trade secret,
                  trademark, copyright, license or other proprietary rights,
                  alleged to have occurred because of SCA or SCA Agent items or
                  SCA or SCA Agent resources provided by SCA to IBM; provided
                  however, this subsection shall not apply to the extent any
                  such claims are a result of: (i) (A) modifications of items or
                  resources or the use of such items or resources in other than
                  their specified operating environment, or (B) the combination,
                  operation, or use of such items or resources with products,
                  data, or apparatus not provided by SCA, unless for the
                  foregoing subsections (A) or (B) such modification,
                  combination, operation or use was at the direction or request
                  of, or in accordance with the specifications provided by, SCA
                  (and such direct, request, or specifications were not
                  originally provided by IBM); (ii) items or resources provided
                  to IBM with the written agreement by IBM and SCA that such
                  items or resources shall not be covered by the indemnity in
                  this subsection; or (iii) third party items or resources,
                  except such items or resources which are SCA Agent items or
                  resources which are made available by SCA hereunder in
                  providing the Services and which are not generally
                  commercially available, provided, however, SCA shall (to the
                  extent SCA has the right to do so) make available to IBM any
                  intellectual property infringement indemnifications provided
                  by any Third Party or SCA Agent with respect to the foregoing
                  in this subsection (iii);

            4.    Any claim, demand, charge, action, cause of action, or other
                  proceeding asserted against IBM but resulting from SCA's
                  withholding or failure to withhold taxes with respect to SCA
                  Agents or contractors (excluding IBM);

            5.    The death or bodily injury of any agent, employee, IBM
                  business invitee; or business visitor or other person caused
                  by the tortious conduct of SCA or its employees or agents;

            6.    The damage, loss or destruction of any real or tangible
                  personal property caused by the conduct of SCA or its
                  employees or agents;

            7.    Any claim, demand, charge, action, cause of action, or other
                  proceeding asserted against IBM but resulting from an act or
                  omission of SCA in its capacity as an employer or prospective
                  employer of a person (including any Transitioned Employee)


<PAGE>


                  accruing prior to his or her Hire Date, including claims of
                  harassment, discrimination or wrongful discharge or arising
                  under OSHA, workers compensation, ERISA or other applicable
                  federal, state or local laws or regulations;

            8.    any liability for premiums, contributions, or taxes payable
                  under any workers' compensation, unemployment compensation,
                  disability benefit, old age benefit, or tax withholding or
                  failure to withhold for which IBM may be adjudged liable as an
                  employer with respect to any SCA Agent, SCA employee (with
                  respect to any Transitioned Employee who is or was a SCA
                  employee, accruing prior to his or her Hire Date) except to
                  the extent caused by IBM;

            9.    Any claim or action by SCA's subcontractors arising out of
                  SCA's breach or violation of SCA's subcontracting arrangements
                  (excluding this Master Agreement);

            10.   Any claim that is brought by any Services Recipients and is
                  related to the Services, so long as not caused by the willful
                  misconduct of IBM; and

            11.   Any claim or action arising out of the Ethical Hack activities
                  conducted pursuant to Section 18.2(c) (Ethical Hacks).

      c.    INFRINGEMENT. If any Service, item used by IBM to provide the
            Services, Developed SCA Software, Developed IBM Software, or other
            materials prepared by or on behalf of IBM in the performance of the
            Services hereunder becomes, or in IBM's reasonable opinion is likely
            to become, the subject of an infringement or misappropriation claim
            or proceeding, IBM will, in addition to indemnifying SCA as provided
            in this Article 13 and to the other rights or remedies SCA may have
            available to it under this Master Agreement, promptly at IBM's
            expense, take the following actions at no additional charge to SCA:

            1.    Secure the right to continue using the item, Service, or
                  material, provided this can be accomplished in the absence of
                  commercially oppressive terms; or

            2.    If the remedy provided for in foregoing subsection (1) is not
                  available to IBM, replace or modify the item, Service, or
                  material, to make it non-infringing, provided that any such
                  replacement or modification will not materially degrade the
                  performance or quality of the item, Service, or materials or
                  IBM's performance under this Master Agreement; or

            3.    solely for items used by IBM to provide the Services and if
                  and only if neither of the remedies provided for in foregoing
                  subsections (1) or (2) can be accomplished by IBM with
                  commercially reasonable efforts, remove the item from the
                  Services, in which case IBM's charges shall be equitably
                  adjusted to reflect such removal, or if such removal is
                  material to all or any portion of the remaining Services, SCA
                  may terminate such portion of the affected Services
                  immediately upon notice to IBM and without penalty.

      d.    If IBM or SCA is obligated to provide the defense in subsections (a)
            (Indemnity by IBM) or (b) (Indemnity by SCA) above (the
            "INDEMNIFYING PARTY"), subject to subsection (e) (Indemnification
            Procedures), the Indemnifying Party agrees to pay to the other (the
            "INDEMNIFIED PARTY") all:


<PAGE>


                  (i)   damages that a court finally awards to such Third Party
                        for such claim and any Defense Costs; or

                  (ii)  the amount of any settlement agreed to by the
                        Indemnifying Party and any Defense Costs,

            in each case ((1) and (2)), in proportion to the Indemnifying
            Party's comparative fault in causing such amounts.

      e.    INDEMNIFICATION PROCEDURES. With respect to third-party claims, the
            following procedures shall apply:

            1.    NOTICE. Promptly after receipt by any entity entitled to
                  indemnification under this Section of notice of the
                  commencement or threatened commencement of any civil,
                  criminal, administrative, or investigative action or
                  proceeding involving a claim in respect of which the
                  indemnitee will seek indemnification pursuant to this Section,
                  the indemnitee shall notify the indemnitor of such claim in
                  writing and provide to the indemnitor all reasonably available
                  information requested in order to enable the indemnitor to
                  make an informed decision as to whether the indemnity is
                  appropriate. No failure to so notify IBM shall relieve it of
                  its obligations under this Master Agreement except to the
                  extent that it can demonstrate that it was materially
                  prejudiced by such failure. Within a reasonable period of time
                  (but not later than fifteen (15) business days) following
                  receipt of written notice and the relevant reasonably
                  available information from the indemnitee relating to the
                  claim ("NOTICE PERIOD"), the indemnitor shall notify the
                  indemnitee, in writing, if the indemnitor elects to assume
                  control of the defense and settlement of that claim (a "NOTICE
                  OF ELECTION"). During the Notice Period, the indemnitee shall
                  use commercially reasonable efforts to extend the date on
                  which a response to the claim is due until the indemnitor has
                  provided its Notice of Election.

            2.    PROCEDURE FOLLOWING NOTICE OF ELECTION. If the indemnitor
                  delivers a Notice of Election relating to any claim pursuant
                  to this Article 14 and such Notice of Election indicates that
                  the indemnitor elects to assume control of the defense and
                  settlement of such claim, the indemnitor shall be entitled to
                  have sole control over the defense and settlement of such
                  claim; provided that (i) the indemnitee shall be entitled to
                  participate in the defense of such claim and to employ counsel
                  at its own expense to assist in the handling of such claim,
                  and (ii) indemnitor shall obtain the prior written approval of
                  indemnitee before entering into any settlement of such claim
                  (however no approval is required if the settlement only
                  consists of the payment of money or otherwise places no burden
                  on SCA or disruption of SCA's operations) or ceasing to defend
                  against such claim. After the indemnitor has delivered a
                  Notice of Election relating to any claim in accordance with
                  the preceding paragraph, the indemnitor shall not be liable to
                  the indemnitee for any legal expenses incurred by the
                  indemnitee in connection with the defense of that claim.

            3.    PROCEDURE WHERE NO NOTICE OF ELECTION IS DELIVERED. If (i) the
                  indemnitor does not deliver a Notice of Election relating to
                  any claim, or otherwise fails to acknowledge its
                  indemnification obligation or to assume the defense of a
                  claim, or fails to diligently defend the claim, or (ii) the
                  indemnitor has not delivered a Notice of Election and, despite
                  using commercially reasonable efforts to extend the date on
                  which a


<PAGE>


                  response to the claim is due, the indemnitee shall have the
                  right to defend and/or settle the claim in such manner as it
                  may deem appropriate, at the cost and expense of the
                  indemnitor, provided that the indemnitor is obligated to
                  indemnify hereunder. The indemnitor shall cooperate in any
                  such defense and/or settlement, and shall promptly reimburse
                  the indemnitee for all such costs and expenses.

            4.    SUBROGATION. In the event that IBM shall be obligated to
                  indemnify SCA pursuant to this Section, IBM shall, upon
                  payment of such indemnity in full, be subrogated to all rights
                  of SCA with respect to the claims to which such
                  indemnification relates.

15. LIMITATION OF LIABILITY

      15.1  GENERAL INTENT.

      IBM's and SCA's and their respective Affiliates', employees', officers',
      and directors' entire liability under this Master Agreement, and their
      exclusive remedies, are set forth in this Section and Article 14
      (Indemnification) of the Base Terms.

      15.2  DAMAGES.

      a.    IBM's and SCA's and their respective Affiliates', employees',
            officers' and directors' entire liability for actual, direct damages
            under this Master Agreement, regardless of the basis on which IBM or
            SCA is entitled to claim damages (including breach, negligence,
            misrepresentation, or other contract or tort claim), will be limited
            in the aggregate for all claims and causes of actions to an amount
            equal to the amount actually paid by SCA to IBM for the Services
            provided under this Master Agreement during the twelve (12) months
            prior to the occurrence of the first claim or cause of action.

      b.    The limitation of liability in subsection 15.2(a)(Damages) above
            does not apply to:

            1.    SCA's failure to pay any amounts owing to IBM under this
                  Master Agreement;

            2.    any damages for bodily injury (including death) and damage to
                  real property and tangible personal property for which a Party
                  is legally liable; and

            3.    SCA's or IBM's obligation to indemnify the other under this
                  Master Agreement with regard to third party intellectual
                  property infringement claims, claims with regard to payment of
                  withholding taxes, claims for death or bodily injury, claims
                  for real or tangible personal property, or claims made by or
                  relating to subcontractors of the other party.

      c.    In no event will IBM, SCA, or their respective Affiliates,
            employees, officers, and directors have any liability under this
            Master Agreement, regardless of the basis on which IBM or SCA is
            entitled to claim damages (including breach, negligence,
            misrepresentation, or other contract or tort claim), for any
            special, incidental, punitive, or indirect damages, or for any
            economic consequential damages (including lost profits or savings),
            even if foreseeable or even if SCA or IBM has been advised of the
            possibility of such damages, provided that this subsection does not
            apply to SCA's failure to pay any amounts owing to IBM under this
            Master Agreement (including amounts owing for Services rendered or
            services that would


<PAGE>


            have been rendered but for SCA's breach of this Master Agreement).
            For clarification purposes, any claims for services that would have
            been rendered but for SCA's breach of the Master Agreement would be
            subject to reduction for costs that IBM will not incur based on not
            providing those services.

      d.    The parties agree that the following shall be considered direct
            damages and shall not be considered consequential damages to the
            extent they are the proximate result of a party's breach of the
            Master Agreement:

            1.    with respect to any SCA data which IBM is responsible for
                  processing, storing or backing up as a part of the Services,
                  the costs of recreating or reloading, to the latest available
                  backup, any information that is lost or damaged;

            2.    costs of implementing a workaround in respect of a failure to
                  provide all or part of the Services;

            3.    costs of replacing lost or damaged Equipment or Software that
                  are provided or maintained by IBM under this Master Agreement;

            4.    costs and expenses incurred to procure the Services from an
                  alternate source; and

            5.    fines, restitution payments, or other payments imposed by any
                  Governmental Authority under applicable Law in connection with
                  the alleged breach or violation of privacy or data security
                  Law, including costs incurred as a direct result of responding
                  to any investigations, demands or requests for information by
                  a court, regulatory body or other governmental authority in
                  connection with an alleged breach or violation of privacy or
                  data protection Law.

16.   WARRANTY

      16.1  BY IBM.

      a.    WORK STANDARDS. IBM represents and warrants that the Services will
            be rendered with promptness, efficiency and diligence and will be
            executed in a workmanlike manner, in accordance with the practices
            and professional standards used in well-managed, "Tier 1" operations
            performing services similar to the Services and the requirements of
            this Master Agreement. IBM represents and warrants that it will use
            adequate numbers of qualified individuals with suitable training,
            education, experience, and skill to perform the Services.

      b.    MAINTENANCE. IBM represents and warrants that it will maintain the
            Software and the Equipment so that they operate in accordance with
            its specifications, including by means of (a) maintaining the
            Software and the Equipment in good operating condition, (b) promptly
            undertaking repairs and preventive maintenance on the Equipment in
            accordance with applicable manufacturer's recommendations, and (c)
            performing reasonable maintenance with respect to the Software in
            accordance with applicable documentation and Third Party Software
            IBM's recommendations.

      c.    EFFICIENCY AND COST EFFECTIVENESS. IBM represents and warrants that
            it will use commercially reasonable efforts to use efficiently the
            resources or services necessary to provide the Services. IBM
            represents and warrants that it will perform the Services in a
            cost-effective manner consistent with the required level of quality
            and performance.


<PAGE>


      d.    TECHNOLOGY. IBM represents and warrants that it will provide the
            Services using proven, current technology that will enable SCA to
            take advantage of technological advancements in its industry and
            support SCA's efforts to maintain competitiveness in the markets in
            which it competes.

      e.    SPECIFICATIONS. Unless provided otherwise herein, IBM represents and
            warrants that all Developed SCA Software and Developed IBM Software,
            Deliverables, and other materials prepared by or on behalf of IBM in
            the performance of the Services hereunder do and will conform to
            their respective specifications or to such other criteria as agreed
            to by the parties (i.e., acceptance criteria).

      f.    VIRUSES. IBM represents and warrants that it will use reasonable
            efforts not to introduce, and will not knowingly code, Viruses into
            the systems used to provide the Services, into SCA's systems, or
            into any Developed SCA Software, Developed IBM Software, or other
            materials prepared by or on behalf of IBM in the performance of the
            Services hereunder. IBM agrees that, in the event a Virus is found
            to have been introduced into the systems used to provide the
            Services, or into SCA's systems, or is found in any such materials,
            and the introduction is the fault of IBM, IBM shall promptly assist
            SCA in reducing the effects of the Virus and, if the Virus causes a
            loss of operational efficiency or loss of data, to assist SCA to the
            same extent to mitigate and restore such losses. If the Virus is
            introduced by someone other than IBM or an IBM Agent and IBM was not
            otherwise at fault, such assistance will be at SCA's expense to the
            extent that such assistance is not included within the Services.

      g.    DISABLING CODE. IBM represents and warrants that, without the prior
            written consent of SCA, IBM will not knowingly insert into any
            Software (including any Developed SCA Software or Developed IBM
            Software) any code which would have the effect of disabling or
            otherwise shutting down all or any portion of the Services
            ("DISABLING CODE"). IBM further represents and warrants that, with
            respect to any Disabling Code that may be part of the Software used
            to provide the Services, IBM will not knowingly invoke such
            Disabling Code at any time without SCA's prior written consent.

      h.    APPLICATIONS SOFTWARE. IBM represents and warrants that each
            Deliverable produced by Applications Software development projects
            undertaken by IBM, or for which IBM otherwise has responsibility for
            the successful completion as part of the Services, shall conform to
            the specifications or to such other criteria as agreed to by the
            parties (i.e., acceptance criteria).

      i.    PASS-THROUGH WARRANTIES AND INDEMNITIES. With respect to any
            Equipment or Software purchased by IBM on SCA's behalf: (i) IBM
            shall pass through to SCA, to the extent permitted by the
            manufacturer, all available warranties and indemnities and provide
            all available, including extended, applicable original equipment
            manufacturer and additional warranties for such equipment; (ii)
            during the Term IBM is responsible for the maintenance of all
            information required to make claims on such warranties; and (iii)
            during the Term IBM shall promptly file all warranty claims.

      16.2  MUTUAL REPRESENTATIONS AND WARRANTIES.

      a.    AUTHORIZATION. Each Party represents and warrants that:


<PAGE>


            1.    it has the requisite power and authority to enter into this
                  Master Agreement and to carry out the transactions and perform
                  its obligations as contemplated by this Master Agreement; and

            2.    the execution, delivery and performance of this Master
                  Agreement and the consummation of the transactions
                  contemplated by this Master Agreement have been duly
                  authorized by the requisite action on the part of such Party.

      b.    NO VIOLATION. Each Party represents and warrants that its execution,
            delivery, and performance of this Master Agreement will not
            constitute (i) a violation of any judgment, order, or decree; (ii) a
            material default under any material contract by which it or any of
            its material assets are bound; or (iii) an event that would, with
            notice or lapse of time, or both, constitute such a default as
            described in foregoing subsection (ii).

      c.    CLAIMS. Except as described in each Party's SEC filings and except
            for non-material claims arising in the ordinary course of business,
            each Party represents and warrants that there are no pending, or (to
            the Party's knowledge) threatened, claims against it that will have
            a material adverse effect on its ability to meet its obligations
            under this Master Agreement.

      d.    COMPLIANCE WITH LAWS AND REGULATIONS. Each Party represents and
            warrants that it will perform its obligations in a manner that
            complies with applicable Laws, including identifying and procuring
            required permits, certificates, approvals and inspections that are
            applicable to it (i.e., in IBM's case, as an information technology
            services provider). If a charge of non-compliance with such Laws
            occurs that is applicable to this Master Agreement, each Party will
            promptly notify the other Party of such charge in writing.

            DISCLAIMER. OTHER THAN AS EXPRESSLY PROVIDED IN THIS MASTER
            AGREEMENT (INCLUDING ANY SCHEDULES OR EXHIBITS HERETO), THERE ARE NO
            EXPRESS WARRANTIES. THERE ARE NO IMPLIED WARRANTIES, INCLUDING THE
            IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
            PURPOSE.

17.   COMPLIANCE WITH LAWS

      a.    RESPONSIBILITIES.

            1.    IBM REGULATORY REQUIREMENTS.

                  (a)   INTERPRETATION OF IBM REGULATORY REQUIREMENTS. As
                        between the Parties, IBM shall be responsible for
                        interpreting all IBM Regulatory Requirements (as they
                        may be modified from time to time).

                  (b)   COMPLIANCE WITH IBM REGULATORY REQUIREMENTS. As between
                        the Parties, IBM shall be responsible for compliance
                        with all IBM Regulatory Requirements, including keeping
                        current with, researching, interpreting, and taking any
                        actions necessitated by the IBM Regulatory Requirements
                        (as they may be modified from time to time).


<PAGE>


                  (c)   COSTS RELATED TO COMPLIANCE WITH IBM REGULATORY
                        REQUIREMENTS. IBM shall be responsible for all costs
                        related to compliance with IBM Regulatory Requirements
                        (including any fines and penalties for noncompliance).

            2.    SCA REGULATORY REQUIREMENTS.

                  (a)   INTERPRETATION OF SCA REGULATORY REQUIREMENTS. As
                        between the Parties, SCA shall be responsible for
                        interpreting all SCA Regulatory Requirements (as they
                        may be modified from time to time). IBM shall regularly
                        and actively participate in both SCA and third-party
                        committees and meetings and other activities with
                        respect to the SCA Regulatory Requirements.

                  (b)   COMPLIANCE WITH SCA REGULATORY REQUIREMENTS. As between
                        the Parties, SCA shall be responsible for compliance
                        with all SCA Regulatory Requirements, including keeping
                        current with, researching, interpreting, and taking any
                        actions necessitated by the SCA Regulatory Requirements
                        (as they may be modified from time to time), subject to
                        the following: IBM shall (i) perform the Services in
                        compliance with SCA's interpretation of all SCA
                        Regulatory Requirements of which IBM has been informed
                        by SCA, subject, as applicable, to the change management
                        process; and (ii) make recommendations to SCA, in
                        writing and in a timely manner, with respect to any
                        changes to SCA's IT environment or the Services, or any
                        other actions, that are or may be required to be made or
                        taken based on SCA's interpretation of the SCA
                        Regulatory Requirements. Such recommendations shall
                        include, as applicable, specifications of the applicable
                        changes to SCA's IT environment or the Services
                        (including any other actions entailed thereby) which
                        will be subject to the review and approval of SCA. In
                        the event that SCA elects in writing to have IBM
                        implement any such recommendations, IBM shall implement
                        the recommendations in accordance with such
                        specifications, subject to the Change Control
                        Procedures.

      b.    MISCELLANEOUS. IBM shall perform the Services regardless of changes
            in the Laws, subject to the change management process, with respect
            to changes in SCA Regulatory Requirements. If changes in the Laws
            prevent or materially hinder IBM from performing its obligations
            under this Master Agreement, pursuant to the change management
            process, IBM shall promptly develop in cooperation with SCA and,
            upon SCA's written approval, shall promptly implement, a suitable
            work-around until such time as IBM can perform its obligations under
            this Master Agreement without requiring such work-around. To the
            extent that a change in Law generally affects IBM's provision of
            services to customers and obligates IBM to introduce changes to the
            Services (or to Equipment or Software used in providing the
            Services) which are not unique to SCA, IBM shall not charge SCA more
            than a pro rata share of the increased costs as distributed over the
            affected IBM customer base. Any such increased charges to SCA shall
            be subject to audit in accordance with Section 18.22 of this Master
            Agreement.

      c.    DISCLAIMER. Without any obligation or duty to do so, IBM may provide
            SCA with certain information based upon IBM's knowledge or
            experience on SCA Regulatory Requirements. Any such information is
            provided on an "AS IS" basis, without warranty of any kind.
            Furthermore, notwithstanding anything to the contrary in this Master
            Agreement or elsewhere, IBM does not provide legal advice or other
            legal services and does not represent or warrant that the Services
            will place SCA or any other entity or individual in compliance with
            SCA Regulatory Requirements.


<PAGE>


      d.    CHANGES IN INSURANCE LAWS. IBM will work with SCA to determine how
            any changes in insurance-related laws and regulations will impact
            the methods by which IBM provides, and SCA receives and uses, the
            Services, including through presenting generally available
            technological options.

18.   GENERAL

      18.1  ASSIGNMENT AND BINDING NATURE.

      a.    IBM may delegate its obligations, and SCA may assign its rights or
            delegate its obligations, under this Master Agreement to their
            respective Affiliates, provided:

            1.    SCA has approved any assignment of IBM's obligations hereunder
                  in advance in writing (such approval not to be unreasonably
                  withheld) to any IBM Affiliates not identified on Schedule P
                  (IBM Affiliates) hereto;

            2.    such Affiliate accepts such assignment and assumes such
                  obligations, in writing;

            3.    SCA or IBM, respectively, remains fully liable for and is not
                  relieved from the full performance of its obligations; and

            4.    SCA and IBM provide the other with written notice, together
                  with a copy of the signed assignment, delegation, and
                  assumption agreement, within three (3) business days of such
                  assignment, delegation, or both.

      b.    IBM may assign its rights to payment hereunder upon written notice
            to SCA. IBM's and SCA's respective permitted successors and assigns
            will be bound by this Master Agreement. A change in Control or a
            sale of all or substantially all of the assets of IBM or SCA will
            not be deemed an assignment and delegation of this Master Agreement
            requiring consent as set forth in this Section.

      c.    Any attempted assignment or delegation of all or any part of this
            Master Agreement that does not comply with this Section is void.

      18.2  DATA PRIVACY AND SECURITY.

      a.    IBM and SCA are each responsible for complying with their respective
            obligations under the applicable data protection laws governing SCA
            Data. SCA remains solely responsible for determining the purposes of
            IBM's processing of SCA Data under this Master Agreement. Data
            protection laws are SCA Regulatory Requirements with respect to SCA
            Data, except and only to the extent such data protection laws
            regulate IBM's processing of SCA Data in IBM's performance of the
            Services or otherwise regulate IBM as a data processor or data
            licensee. SCA's requirements for the security of SCA Data are set
            forth in Schedule A (Statement of Work) and in the Information
            Security Controls Document. Nothing in this Master Agreement
            prevents IBM or SCA from taking the steps it deems necessary to
            comply with applicable data protection laws. During the Transition
            Period, the parties shall jointly develop detailed requirements for
            information security for the Services that shall be included in the
            Information Security Controls Document, including through the use
            and application of IBM's form GSD-331 for the purposes of joint due
            diligence of the information security requirements of SCA. Prior to
            the Commencement of Steady State, IBM shall provide to SCA for its
            review and


<PAGE>


            approval a complete written description of all security-related
            obligations of IBM in the Information Security Controls Document.
            Once approved by SCA in writing, such written description shall be
            added to and made part of Schedule A to this Master Agreement.

      b.    IBM responsibility with regard to any security measures concerning
            SCA Data is set forth in this Master Agreement. As a processor of
            SCA Data, IBM will process SCA Data as specified in Schedule A
            (Statement of Work, Security), as the same may be amended by the
            parties from time to time. Without limiting the foregoing, IBM shall
            at all times while this Master Agreement or any of its provisions is
            in effect:

            1.    maintain a reasonable level of physical security (including
                  without limitation access controls and fire prevention
                  measures) at its Facilities which is no less stringent than
                  the physical security measures specified in the current
                  version of the Information Security Controls Document.

            2.    maintain a reasonable level of logical and administrative
                  security in its operations with respect to SCA Data which is
                  no less stringent than the logical and administrative measures
                  specified in the current version of the Information Security
                  Controls Document;

            3.    operate the Equipment used in the provision of the Services
                  under environmental conditions that are compliant with those
                  recommended by the Equipment manufacturers;

            4.    limit access to SCA Data to only those IBM employees and
                  Subcontractors who need such access for the provision of the
                  Services and ensure that the foregoing personnel shall not
                  download SCA data from the Equipment used in providing the
                  Services to their personal computers or other storage or
                  computing devices, whether at the Facilities or at a remote
                  site, without the prior written consent of SCA's Project
                  Executive;

            5.    maintain an adequate audit trail to enable IBM or an SCA
                  auditors to determine that no unauthorized access to or
                  downloading of SCA Data has occurred;

            6.    use commercially reasonable efforts to comply with SCA's
                  information security policies and procedures, as these may
                  evolve, provided that such policies and procedures are made
                  available to IBM in writing and subject to the terms of this
                  Master Agreement with regard to change control and the
                  allocation of costs associated with compliance with Laws
                  (including applicable privacy and information security Laws);

            7.    IBM shall provide relevant documentation of IBM's and each
                  Subcontractors' safety and security policies and practices and
                  shall reasonably detail such policies and practices as they
                  relate to the Services, and such documentation shall be
                  considered IBM Confidential and Proprietary Information
                  hereunder. In the event of any failure or potential failure of
                  any such safety and/or security procedures of which IBM
                  becomes aware (or should have reasonably known to exist), IBM
                  shall immediately notify the SCA Project Executive;

            8.    immediately inform SCA of any breach of security, or attempted
                  breach in security, of which IBM becomes aware, including any
                  corruption, loss or mis-addressed or mis-


<PAGE>


                  delivered transmission of SCA Data, or any breach of SCA Data
                  security during transmission and storage. In the event of a
                  security breach, IBM shall, as part of the Services, perform a
                  root cause analysis to identify the cause of such security
                  breach and shall, on an expedited basis, provide to SCA a
                  report detailing the cause of such a security breach and
                  stating a commercially reasonable efforts schedule to remedy
                  such breach. IBM shall use commercially reasonable efforts to
                  confine and stop any such breach or attempted breach as soon
                  as possible but in any event not later than one calendar day
                  after learning of such breach, and IBM shall cooperate fully,
                  and shall cause Subcontractors to cooperate fully, with SCA
                  and their respective designees, and with any civil or criminal
                  authority in any investigation or action relating to such
                  breach, or attempted breach; and

            9.    if as a result of an on-site review or audit performed in
                  accordance with Section 18.22 (Audits) or this Section 18.2,
                  IBM or its Subcontractor is alleged or found not to be
                  complying with all policies as required by this Section 18.2,
                  IBM shall, and shall cause its Subcontractor to, at IBM's
                  expense, take reasonable steps specified by SCA to correct
                  such non-compliance ("CORRECTIVE STEPS") within a reasonable
                  time period to be specified by SCA.

      c.    Ethical Hacks.

            1.    "ETHICAL HACK" means the efforts of SCA, or a third party
                  computer security testing firm retained by SCA, to identify
                  any security vulnerabilities in the systems used by IBM for
                  the performance of the Services through intrusion and related
                  testing techniques.

            2.    IBM agrees that SCA may from time to time, in SCA's discretion
                  and at SCA's expense, conduct an Ethical Hack of IBM systems
                  used on a Dedicated basis for the performance of the Services
                  in accordance with this Section 18.2(c) and the terms
                  regarding audits set forth in Section 18.22 (Audits).

            3.    An Ethical Hack may be done not more often than twice each
                  calendar year during the Term, except as stated herein. The
                  Ethical Hack shall be performed by SCA or a third party
                  computer security testing firm selected by SCA which shall be
                  bound by confidentiality obligations ("TEST FIRM").

            4.    SCA shall notify the IBM Project Executive at least ten (10)
                  Business Days prior to the planned Ethical Hack, and such
                  notice shall state a range of dates selected by SCA during
                  which such Ethical Hack may take place. If the IBM Project
                  Executive notifies SCA within five (5) Business Days of
                  receipt of SCA's Ethical Hack notice of any specific dates or
                  times planned for the Ethical Hack which would significantly
                  disrupt or impede IBM's provision of Services hereunder, SCA
                  shall not conduct the Ethical Hack during such stated date(s)
                  and time(s). Since an Ethical Hack is intended to be performed
                  without notice to the managers of the systems being tested,
                  IBM's Project Executive shall not disclose any of SCA's plans
                  for any Ethical Hack to any other IBM personnel without SCA's
                  prior written agreement.

            5.    The Test Firm's role shall be limited to communicating the
                  test findings and reporting such findings to SCA. Should the
                  Test Firm discover any vulnerability or security breach, no
                  action regarding IBM's systems shall be taken by such Test
                  Firm.


<PAGE>


            6.    A copy of the Test Firm's Ethical Hack report shall be
                  provided to IBM by SCA at no cost to IBM.

            7.    Any vulnerability, breach or other problem reported to IBM as
                  a result of the Ethical Hack shall be promptly reviewed and
                  resolved in accordance with the terms of Section 18.2 hereof.
                  Notwithstanding the limitation of conducting two Ethical Hacks
                  per calendar year, SCA may conduct follow-up Ethical Hack(s)
                  to ensure full resolution of the problem(s) reported by the
                  Test Firm, each to be conducted in accordance with the
                  procedures stated herein.

            8.    IBM shall not be liable for any damages or disruption of the
                  Services to the extent arising out of the Ethical Hack
                  activities conducted by the Test Firm under the circumstances
                  set forth herein.

            9.    SCA agrees to obtain all Required Consents from Third Parties
                  (other than IBM and IBM's subcontractors) whose systems will
                  be tested by the Ethical Hack activities.

      d.    IBM will not, except as expressly permitted under this Master
            Agreement or in accordance with prior written instructions from SCA,
            transfer any SCA Data across a country border unless IBM reasonably
            considers such transfer appropriate or useful for IBM's performance
            of the Services. Except for cross-border data transfers carried out
            by IBM, its Affiliates or Subcontractors which fail to comply with
            the foregoing sentence, SCA is solely responsible for determining
            that any transfer by IBM or SCA of SCA Data across a country border
            under this Master Agreement complies with the applicable data
            protection laws.

      e.    If SCA is required to provide information to an individual regarding
            SCA Data, IBM will reasonably cooperate with SCA in providing such
            information. SCA will reimburse IBM for its reasonable out-of-pocket
            expenses for such assistance. Upon IBM's or SCA's reasonable written
            request (and subject to compliance with applicable Law), SCA or IBM
            will provide the other with such information that it has regarding
            SCA Data and its processing that is necessary to enable the
            requester to comply with its obligations under this Section and the
            applicable data protection laws.

      f.    Nothing in this Section requires IBM to provide SCA access to IBM's,
            its Affiliates', or any of their Subcontractors' premises or
            systems, provided that IBM shall cooperate fully with any court,
            regulatory body or other government authority or to information
            relating to IBM's, its Affiliates', or their Subcontractors' other
            customers.

      18.3  DATA AND RETURN OF DATA.

      a.    OWNERSHIP OF SCA DATA. All SCA Data is and shall remain the property
            of SCA and shall be deemed Confidential Information of SCA and
            treated as provided in Article 12. IBM shall (a) to the extent SCA
            Data is marked as SCA's property or Confidential Information when
            provided to IBM, retain all such marks, (b) subject to the
            provisions of this Master Agreement concerning shared environments,
            store SCA Data separately from other IBM property and/or any
            property of any Third Party, and (c) promptly remove SCA Data from
            storage at SCA's request. SCA shall have the right to establish
            backup security for SCA Data and to keep all backups of SCA Data and
            SCA Data files in its possession if it chooses, and IBM shall comply
            with any backup security and other similar procedures


<PAGE>


            established by SCA in relation to the SCA Data, subject to the
            change management process.

      b.    RETURN OF DATA. Upon expiration or termination of this Master
            Agreement, and/or upon request by SCA at any time, IBM shall
            promptly, and shall cause all IBM Agents to promptly, (a) at SCA's
            expense, return to SCA, in the format and on the media requested by
            SCA, all of SCA Data and (b) erase or destroy all of SCA Data in
            IBM's possession or under IBM's or its agents' control (as
            applicable). Any archival tapes containing SCA Data shall be used by
            IBM and IBM Agents solely for back up purposes, and shall be purged
            or destroyed, at SCA's option, upon request.

      18.4  FORCE MAJEURE.

      a.    IBM and SCA will not be liable for any default or delay in the
            performance of their respective obligations, to the extent that such
            default or delay is caused, directly or indirectly, by an event
            beyond the reasonable control of IBM or SCA, whichever is the entity
            unable to perform (the "NONPERFORMING PARTY"), such as fire, flood,
            earthquake, elements of nature, acts or regulations of government
            bodies, court orders, acts of war, terrorism, riots, civil
            disorders, rebellions or revolutions, strikes, lockouts or labor
            difficulties. Such event or circumstance giving rise to the default
            or delay is a "FORCE MAJEURE EVENT."

      b.    The Nonperforming Party will be excused from any further performance
            of the obligations affected by such Force Majeure Event for as long
            as such Force Majeure Event continues and the Nonperforming Party
            continues to use commercially reasonable efforts to recommence
            performance. If recommencing performance requires the Nonperforming
            Party to incur cost or expense beyond that assumed in the delivery
            of the Services, such recommencement shall be subject to the
            Parties' agreement on payment of associated charges.

      c.    Except as expressly excused in this Section, each Party will
            continue to perform its obligations under this Master Agreement
            during a Force Majeure Event. Provision of Disaster Recovery
            Services will be excused to the extent that such services are
            rendered unavailable by a Force Majeure Event.

      18.5  FREEDOM OF ACTION.

      The relationship created between the Parties by this Master Agreement is
      non-exclusive. Each party may enter into similar agreements with others.

      18.6  TAXES.

      a.    SCA will pay all:

            1.    applicable taxes (such as sales (including sales tax on
                  services), use, gross receipts, excise, value-added, and other
                  transaction-based taxes), duties, levies, and fees on IBM's
                  charges;

            2.    personal property, sales, value-added, and use taxes on SCA's
                  personal property;

            3.    telecommunication taxes for network lines and services; and


<PAGE>


            4.    taxes, assessments, and other levies on SCA's owned, leased,
                  rented, or purchased real property.

      b.    IBM will pay all:

            1.    personal property, sales, value-added, and use taxes on IBM's
                  personal property; and

            2.    taxes, assessments, and other levies on IBM's owned, leased,
                  rented, or purchased real property.

      c.    Business tax will be paid by each Party according to the applicable
            law.

      d.    SCA and IBM agree to cooperate reasonably with the other to
            determine SCA's tax liability on IBM's charges. IBM's invoices will
            state applicable taxes owed by SCA, if any, by tax jurisdiction. IBM
            and SCA will provide and make available to the other any resale
            certificates, tax exemption certificates, information regarding
            out-of-state sales or use of equipment, materials or services,
            direct pay certificates and other exemption certificates.

      18.7  GOVERNING LAW AND JURISDICTION.

      Both SCA and IBM consent to the application of the laws of New York to
      govern, interpret, and enforce all of SCA and IBM's rights, duties, and
      obligations arising from, or relating in any manner to, the subject matter
      of this Master Agreement, without regard to conflict of law principles.
      Any legal claim arising out of this Master Agreement will be brought
      before, and settled exclusively by, the United States District Court for
      the Southern District of New York, White Plains, New York, or, if
      jurisdiction cannot be maintained, in the New York State Supreme Court in
      White Plains, New York.

      18.8  MODIFICATIONS.

      Modifications to this Master Agreement may be made only by a written
      amendment signed by IBM and SCA.

      18.9  NOTIFICATIONS AND APPROVALS.

      a.    IBM's nonperformance of its obligations under this Master Agreement
            shall be excused if such nonperformance results from SCA's, or Third
            Party performing for SCA, failure to perform its responsibilities
            until a reasonable period following SCA's performance of its
            responsibility. SCA will pay IBM for any additional expenses
            incurred as a result of SCA's delay or nonperformance.

      b.    IBM and SCA may communicate with each other by electronic means.
            Such communication is acceptable as a signed writing to the extent
            permissible under applicable law.

      c.    Notices given under this Master Agreement will be deemed given upon
            the earlier of:

            1.    the day of receipt, if delivered in person or electronically;
                  or


<PAGE>


            2.    three (3) business days after the date of mailing, when using
                  local postal services, registered or certified mail, return
                  receipt requested, postage prepaid.

      d.    Unless changed by prior written notice, notifications for
            termination, breach or default shall be sent to:


If to IBM:                             If to SCA:
IBM Project Executive                  David Shea
IBM Corporation                        XL Financial Administrative Services Inc.
Attention: William Muhlbaier           1221 Avenue of the Americas
525 Lincoln Dr West                    New York, NY 10020
Greentree Center 3rd Floor
Marlton, NJ 08053-3422
Telephone: 609-364-4652;               Telephone: 212-478-3554;
Facsimile: 845-491-3911                Facsimile: 212-478-3605

With a copy to:                        With a copy to:
                                       Alex Macur, SCA Project Executive
                                       XL Financial Administrative Services Inc.
                                       1221 Avenue of the Americas
                                       New York, NY 10020
                                       Telephone: 212-478-3478; Facsimile:
                                       212-478-3599

General Counsel:                       General Counsel:

IBM Global Services                    Susan Comparato
Attention:  General Counsel:           SCA General Counsel
Route 100                              1221 Avenue of the Americas
Somers, NY 10589                       New York, NY 10020}

Telephone:914-766-4165;                Telephone: 212-478-3474;
Facsimile: 914-766-8444                Facsimile: 212-478-3579

For other notices:

IBM Project Executive                  Alex Macur, SCA Project Executive
IBM Corporation                        XL Financial Administrative Services Inc.
Attention: William Muhlbaier           1221 Avenue of the Americas
525 Lincoln Dr West                    New York, NY 10020
Greentree Center 3rd Floor
Marlton, NJ 08053-3422
Telephone: 609-364-4652;               Telephone: 212-478-3554;
Facsimile: 845-491-3911                Facsimile:212-478-3605

      18.10 PUBLICITY.

      a.    IBM and SCA will obtain the other's prior written consent before
            publicly using any advertising, written sales promotion, press
            releases, or other publicity matters relating to


<PAGE>


            this Master Agreement or in which the other's name is used or may
            reasonably be inferred.

      b.    IBM and SCA may include the other's name, and a factual description
            of the work performed under this Master Agreement on employee
            bulletin boards, in its list of references, in the experience
            section of proposals, in internal business planning documents, in
            its annual report to stockholders, and whenever necessary to comply
            with generally accepted accounting principles or applicable laws.

      18.11 RELATIONSHIP.

      This Master Agreement will not be construed as constituting SCA to be a
      partner of IBM, creating any form of legal association between SCA and IBM
      that would impose liability upon one for the act or failure to act of the
      other, or any form of a fiduciary relationship or duty between IBM and
      SCA; or granting SCA or IBM the right, power, or authority (express or
      implied) to create any duty or obligation for the other.

      18.12 REMARKETING.

      SCA and its Affiliates receiving Services under this Master Agreement may
      not remarket all or any portion of the Services, or make all or any
      portion of the Services available to any entity, other than to Service
      Recipients.

      18.13 RISK OF LOSS.

      Each Party is responsible for risk of loss of and damage to equipment
      owned, leased, or rented by the other Party that is located on its
      premises and any loss of and damage to software owned by or licensed to
      the other Party that is in its possession at the time of such loss or
      damage.

      18.14 SEVERABILITY.

      If any provision of this Master Agreement is held to be invalid, illegal,
      or unenforceable, the remaining provisions of this Master Agreement will
      not in any way be affected or impaired, and the invalid, illegal, or
      unenforceable provision will be restated to reflect the original
      intentions of SCA and IBM under this Master Agreement as nearly as
      possible in accordance with applicable laws.

      18.15 SURVIVAL.

      Any terms of this Master Agreement that by their nature extend beyond its
      expiration or termination remain in effect until fulfilled.

      18.16 THIRD PARTY BENEFICIARIES.

      This Master Agreement does not create any benefits, rights, claims,
      obligations, or causes of action in, to, or on behalf of, any person or
      entity (including Affiliates, Third Parties, or Subcontractors) other than
      to SCA and IBM under this Master Agreement, except as set forth in Article
      14 (Indemnification) and Article 15 (Limitation of Liability) of this
      Master Agreement.


<PAGE>


      18.17 WAIVER.

      The exercise or waiver, in whole or in part, of any right, remedy, or duty
      provided for in this Master Agreement will not constitute the waiver of
      any prior, concurrent or subsequent right, remedy, or duty within this
      Master Agreement.

      18.18 ENVIRONMENTAL.

      SCA represents and warrants that during the Term the Facilities will not
      contain any unsafe condition or Hazardous Materials. If SCA becomes aware
      of any unsafe condition or Hazardous Materials at a Facility, SCA will
      promptly provide IBM with written notice specifying the nature and
      location of such unsafe condition or Hazardous Materials. IBM reserves the
      right to discontinue performance of affected Services until the unsafe
      condition or presence of Hazardous Materials has been remedied. SCA will
      use reasonable efforts to provide a working environment complying with any
      applicable environmental laws.

      18.19 FACILITIES.

      a.    USE OF SCA SERVICE LOCATIONS. Use of any SCA Service Locations by
            IBM does not constitute a leasehold or fee interest in favor of IBM.
            IBM personnel shall not be required to work in any area of a SCA
            Service Location in which SCA would not require its own employees to
            work.

      b.    EFFICIENCY. IBM shall use SCA's Service Locations in an efficient
            manner. To the extent that IBM uses or operates the space in a
            manner that unreasonably increases facility costs incurred by SCA as
            determined by SCA in its sole reasonable discretion, SCA reserves
            the right to set off the excess utility costs of such practices
            against any payments owed to IBM hereunder.

      c.    PROCEDURES. IBM shall, and shall cause its employees and agents to,
            keep SCA's Service Locations in good order, not commit or permit
            waste or damage to such facilities, not use such facilities for any
            unlawful purpose or act, and comply with all of SCA's standard
            policies and procedures regarding access to and use of the SCA
            Service Locations, including procedures for the physical security of
            the SCA Service Locations and procedures for the security of
            computer network, as those procedures are provided to IBM in writing
            during the Term. In the event IBM becomes aware of any breach or
            attempted breach of security in or involving any SCA Service
            Location, then IBM will promptly notify SCA of such event, will
            assist in ascertaining and containing any damage, and will cooperate
            with SCA and applicable Governmental Authorities in addressing such
            event(s) as may be reasonably required by SCA.

      d.    ACCESS. Subject to any applicable SCA restrictions, IBM shall permit
            SCA and its agents, employees, and representatives to enter into
            those portions of the SCA Service Locations occupied by IBM
            personnel at any time.

      e.    STRUCTURE. IBM shall not make any improvements or changes involving
            structural, mechanical or electrical alterations to the SCA Service
            Locations without SCA's prior approval.

      f.    CONDITION. When the SCA Service Locations are no longer required for
            performance of the Services, IBM shall, at its sole cost and
            expense, return such locations to SCA in


<PAGE>


            substantially the same condition as when IBM began use of such
            locations, ordinary wear and tear excepted.

      g.    TRANSITION. IBM shall transition out of the SCA Service Locations in
            accordance with the Transition Schedule.

      18.20 SERVICE LOCATIONS.

      a.    SERVICE LOCATIONS. The Services shall be provided from (a) SCA's
            Service Locations set forth on Schedule I (Facilities), (b) the IBM
            Service Locations set forth on Schedule I (Facilities) and (c) the
            Other Service Locations, if any, set forth on Schedule I
            (Facilities); provided, however, that the use of any such Other
            Service Location(s) for the provision of Services shall be subject
            to SCA's prior written approval, which it may give in its sole
            discretion. Any incremental expense incurred by SCA as a result of
            any relocation requested by IBM to an Other Service Location shall
            be credited to SCA by IBM. IBM and IBM Agents may not provide or
            market any products or services to a Third Party from any of SCA's
            Service Locations without SCA's prior written consent.

      b.    SAFETY AND SECURITY PROCEDURES. As part of the Basic Services, IBM
            shall maintain and enforce, and shall require that the IBM Agents
            enforce, at the Service Locations safety and security procedures
            that are at least: (a) equal in scope and stringency to
            industry-standard safety and security procedures for such Service
            Locations and (b) as rigorous as those safety and physical security
            procedures in effect as of the Effective Date at the IBM Service
            Locations and communicated to IBM. As part of the Basic Services,
            IBM shall maintain, and shall require that the IBM Agents maintain,
            safety and physical security procedures for SCA's operating system
            environment and telecommunications infrastructure, which are
            described herein and which safety and physical security procedures
            protect the data and information of SCA, Affiliates, and their
            vendors (including without limitation all of SCA's Confidential
            Information and all SCA Data) from unauthorized access. IBM shall
            comply, and shall require that the IBM Agents comply, with all
            safety and physical security procedures which are in effect at SCA's
            Service Locations as of the Effective Date and as such are provided
            to IBM. IBM shall inform SCA of, and shall cause the IBM Agents to
            promptly inform IBM of, any known breaches in security or potential
            breaches in security at any of the Service Locations.

      c.    SECURITY RELATING TO COMPETITORS. If (a) IBM provides the Basic
            Services to SCA from a Service Location that is shared with a Third
            Party or third parties and (b) any part of the business of IBM or
            any such Third Party is, as of the Effective Date or at any time
            thereafter, competitive with SCA's business, then IBM, at SCA's
            request, shall promptly develop and implement a process, subject to
            SCA's approval, to restrict access in any such shared environment to
            SCA's Confidential Information so that IBM or IBM Agents providing
            services to such competitive business shall have no access to SCA's
            Confidential Information, and IBM shall be responsible for all costs
            related to the development and implementation of such process. SCA
            shall be permitted to audit IBM's compliance with this Section upon
            reasonable written notice to IBM at any time during the Term.

      18.21 JOINT VERIFICATION.

      During the six months after the Effective Date (the "JOINT VERIFICATION
      PERIOD"), SCA and IBM reserve the right to inventory and validate any
      information that is reflected in or omitted from


<PAGE>


      this Master Agreement. If, during such Joint Verification Period, SCA or
      IBM discovers inaccuracies in the information or an omission from this
      Master Agreement, IBM and SCA will amend this Master Agreement to provide
      for an equitable adjustment to the charges, Baselines and other terms of
      this Master Agreement affected by such inaccuracies. Any dispute will be
      resolved through the Dispute Resolution Process.

      18.22 AUDITS.

      a.    PROCESSING. Upon reasonable notice from SCA, IBM and IBM Agents
            shall (and IBM shall cause all subcontractors to) provide such
            auditors and inspectors as SCA or any Governmental Authority may,
            from time to time (with respect to SCA-requested audits, no more
            than once per Contract Year) designate in writing, with reasonable
            access (subject to IBM's reasonable confidentiality and security
            requirements) (1) during normal business days and hours (except, as
            may be necessary to perform security audits, at any time) to the IBM
            Service Locations, Other Service Locations and the Software and
            Equipment and (2) at any time to the SCA Service Locations, in each
            case for the purpose of performing audits to verify that:

            1.    the variable charges are accurate;

            2.    IBM is exercising reasonable care to control the resources
                  provided by SCA, such as heat, light, and utilities used in
                  providing the Services;

            3.    the Services are being provided in accordance with the Service
                  Levels;

            4.    IBM is complying with the security requirements set forth in
                  Schedule A and disaster recovery and business continuity
                  requirements under Schedule O; and

            5.    SCA is in compliance with SCA's disclosed internal controls
                  requirements (including without limitation any accounting
                  requirements) and with SCA Regulatory Requirements
                  (collectively 1 to 5, the Audit Requirements).

      b.    IBM shall provide, and shall cause all IBM Agents and subcontractors
            to provide, such auditors and inspectors any reasonable assistance
            that they may require. If any audit by an auditor or inspector
            designated by SCA or a Governmental Authority results in IBM being
            notified that it or IBM Agents are not in compliance with the Audit
            Requirements, then IBM shall promptly remedy such noncompliance. If
            an audit demonstrates that IBM's invoices for the Services for the
            audited period were not correct, and IBM and SCA agree with such
            audit, IBM will promptly credit SCA for the amount of any paid
            overcharges (plus interest at the rate of one point five (1.5)
            percent, or the highest lawful rate of interest, calculated from the
            date of receipt by IBM of the overcharged amount until the date of
            payment or credit to SCA), or SCA will promptly pay IBM for the
            amount of any undercharges. In the event that an audit demonstrates
            an overcharge of more than five (5) percent of all charges payable
            by SCA over a one (1) year period, IBM shall promptly pay for the
            reasonable costs of such audit of the charges. If IBM does not agree
            with the results of the audit, the Parties shall follow the dispute
            resolution procedures herein.

      c.    FEES. Upon reasonable notice from SCA, IBM shall provide SCA and SCA
            Agents (including any third party auditor(s) designated by SCA) with
            access (such access, at IBM's expense) to such financial records and
            supporting documentation as may be


<PAGE>


            reasonably requested by SCA and SCA may audit the variable charges
            charged to SCA to determine that such variable charges are accurate
            and in accordance with this Master Agreement; provided, however,
            that nothing in this Master Agreement shall obligate IBM to disclose
            the costs incurred by IBM in providing the Services.

      d.    RECORD RETENTION. As part of the Basic Services, IBM shall (i)
            retain records and supporting documentation sufficient to document
            the Fees paid or payable by SCA under this Master Agreement during
            the Term and for a period of time following the expiration or
            termination of this Master Agreement, consistent with SCA's record
            retention policy as disclosed to IBM but in no event less than seven
            (7) years from when the Services cease, and (ii) upon notice from
            SCA, provide SCA and SCA Agents with reasonable access to such
            records and documentation.

      e.    AUDIT SOFTWARE. As part of the Basic Services, IBM shall, to the
            extent permitted under the applicable third party agreements, and
            subject to IBM's approval (not to be unreasonably withheld or
            delayed) install such audit software as SCA or SCA Agents may
            provide to IBM from time to time during the Term, provided that such
            activities do not adversely affect the Services or the Service
            Levels or use resources not covered by the Fees.

      f.    FACILITIES. IBM shall provide to SCA and such of those SCA Agents
            and auditors and inspectors as SCA may designate in writing, on
            IBM's premises (or if the audit is being performed of a IBM Agent or
            subcontractor, the IBM Agent's or subcontractor's premises, if
            necessary), temporary workspace, office furnishings (including
            lockable cabinets), telephone and facsimile service (including
            analog phone lines for data transmission), external network access
            (to the extent permitted by IBM policies as applied to similarly
            situated third parties), utilities and office related equipment and
            duplicating services as SCA or such auditors and inspectors may
            reasonably require to perform the audits described in this Section
            18.22.

      g.    SAS 70 TYPE II AUDIT. IBM, to the extent that it conducts a SAS 70
            Type II audit at an IBM Service Location in the ordinary course of
            its business, shall provide a summary of such audit to SCA at IBM's
            expense. SCA may, at SCA's expense, require to be performed, no more
            than once annually, a SAS 70 Type II audit of the data center(s)
            from which IBM provides Services (to the extent such data center(s)
            are used to provide the Services, and provided that SCA and its
            designees shall not have access to third-party confidential data in
            the context of such audit), by a certified public accounting firm or
            mutually agreeable alternative. To the extent that any such audit is
            conducted at an IBM Service Location, IBM shall hire, at SCA's
            expense, the third-party auditor to perform the SAS 70 Type II audit
            services, which includes issuing a SAS 70 Type II audit report, for
            the benefit of SCA. SCA will be solely responsible for determining
            the nature and extent of the SAS 70 Type II audit. SCA will be
            responsible for any fees of the auditor in connection with the
            audit. The Parties hereby agree that the auditor shall be solely
            responsible for the accuracy of the reports and its findings and for
            the quality of the SAS 70 Type II audit. The report of the
            third-party auditors shall be solely for the use of IBM and SCA and
            its independent accountants, shall be subject to the provisions of
            Article 12 (Confidential Information). Both Parties recognize that
            the report of the third-party auditor does not constitute a
            certification or an attestation under the Sarbanes-Oxley Act of 2002
            or otherwise.


<PAGE>


Information Technology Outsourcing Services Agreement between SCA and IBM

Exhibit 1 - Glossary

1.    ADDITIONAL RESOURCE CHARGE or ARC means the charge, as set forth in
      Schedule C (Charges), to SCA if SCA's usage of Resource Units is above the
      applicable Baseline.

2.    AFFILIATE means any entity controlling, controlled by, or under common
      control with IBM or SCA. The term "Control" and its correlative meanings,
      "controlling," "controlled by" and "under common control with," means the
      legal, beneficial or equitable ownership, directly or indirectly, of more
      than fifty percent of the aggregate of all voting equity interests in an
      entity.

3.    ANNUAL SERVICES CHARGE or ASC means the total Supplier Base Charges to SCA
      for the Services and includes the quantity of Resource Units set forth in
      the Baselines.

4.    APPLICATIONS SOFTWARE means the programs, including all supporting
      documentation, source code, and media that perform specific data
      processing and telecommunication tasks and are listed as Applications
      Software in Schedule F (Software).

5.    APPROVED SUBCONTRACTOR means a Subcontractor approved by SCA pursuant to
      Section 5.4(a) (Subcontractors).

6.    ARC INVOICE has the meaning set forth in Schedule C (Charges).

7.    ASC INVOICE has the meaning set forth in Schedule C (Charges).

8.    ASSIGNED AGREEMENTS means the third party agreements, including contract
      employee and independent contractor agreements, which are, in writing,
      assigned by SCA to IBM and which IBM assumes in writing during the Term
      pursuant to this Master Agreement.

9.    ATTACHMENTS means the Schedules and Exhibits, collectively.

10.   BASE TERMS means this Information Technology Outsourcing Agreement between
      the Lead Parties of SCA and IBM.

11.   BASELINE means the quantity of Resource Units included in the ASC, as set
      forth in Schedule C (Charges).

12.   BASIC SERVICES means, collectively: (i) the services, functions, and
      responsibilities described in this Master Agreement, including the
      services described in Schedule A (Statement of Work) to this Master
      Agreement and the Exhibits to such Schedule A (Statement of Work); (ii)
      any services, functions, and responsibilities, whether or not
      specifically described in this Master Agreement, that are required for,
      or inherent in the proper performance and delivery of the services
      described in the preceding subclause (i); and (iii) the IT functions
      and responsibilities within the general scope of Services described in
      Schedule A performed during the twelve (12) month period immediately
      prior to the Effective Date by XL Capital, or an Affiliate thereof.

13.   BENCHMARKED SERVICES has the meaning set forth in Section 6.6 (Service
      Levels).


<PAGE>


14.   BENCHMARKER has the meaning set forth in Section 6.6 (Service Levels).

15.   BERMUDA COUNTRY AGREEMENT has the meaning set forth in Section 4.1
      (Agreement Structure).

16.   CHANGED CIRCUMSTANCE has the meaning set forth in Section 8.1 (Changes in
      Circumstances).

17.   CHANGED CIRCUMSTANCE ADJUSTMENT has the meaning set forth in Section 8.2
      (Changed Circumstance Adjustment).

18.   CHANGED CIRCUMSTANCES NOTICE has the meaning set forth in Section 8.1
      (Changes in Circumstances).

19.   CHANGE CONTROL PROCEDURES has the meaning set forth in Section 5.5 (Change
      Control Procedures and Changes to the Services).

20.   CHANGE IN SCOPE PROPOSAL has the meaning set forth in Section 5.5 (Change
      Control Procedures and Changes to the Services).

21.   COMPLETION CRITERIA means written conditions, mutually agreed upon by the
      Parties, which IBM is required to meet to satisfy its obligations for a
      given Project, as set forth in the applicable Project Plan.

22.   COMMENCEMENT OF STEADY STATE has the meaning set forth in Section 6.2
      (Transition of Services).

23.   CONFERENCING SERVICES means those Services described in Section 6.0 of
      Part 5 of Schedule A (Services and Support Responsibilities).

24.   CONFIDENTIAL INFORMATION has the meaning set forth in Article 12
      (Confidential Information).

25.   CONSOLIDATED INVOICE has the meaning set forth in Section 4.1 (Agreement
      Structure).

26.   CONTRACT YEAR means any twelve (12) month period during the Term or the
      Termination/Expiration Assistance Period beginning on the Effective Date
      and thereafter, on any anniversary of the Effective Date.

27.   CONTRACTS means the written contracts listed in Schedule E (Contracts)
      under which SCA receives or has the right to use software, hardware or
      services.

28.   COSTS AND EXPENSES has the meaning set forth in Section 14
      (Indemnification).

29.   COVERED ITEMS has the meaning set forth in Section 16.1 (By IBM).

30.   DATA NETWORK SERVICES means those Services described in Section 3.0 of
      Part 5 of Schedule A (Services and Support Responsibilities).

31.   DEDICATED ENVIRONMENT, DEDICATED SERVICES, DEDICATED PRODUCTS, DEDICATED
      HARDWARE, DEDICATED SOFTWARE means, as the case may be, computing and
      networking


<PAGE>


      environments (including related Equipment and Software), Services, and/or
      Products provided or used by IBM that are dedicated to use by IBM
      exclusively on behalf of Customer in IBM's provision of the Services to
      Customer and are not shared for use by or on behalf of other IBM
      customers.

32.   DEFAULT NOTICE PERIOD has the meaning set forth in Section 9.7 (Time of
      Payment).

33.   DEFENSE COSTS means reasonable attorneys' fees and costs of investigation
      incurred by the Indemnified Party in connection with defending a claim
      subject to indemnification under Article 14 (Indemnification).

34.   DELIVERABLE means any material(s) described as "deliverables" in an
      applicable Project Plan, Ongoing Activity, or otherwise delivered or to be
      delivered to SCA hereunder in connection with or while performing the
      Services.

35.   DERIVATIVE WORK means a work based on one or more preexisting works,
      including a condensation, transformation, translation, modification,
      expansion, or adaptation that, if prepared without authorization of the
      owner of the copyright of such preexisting work, would constitute a
      copyright infringement under applicable law.

36.   DISABLING CODE has the meaning set forth in Section 16.1 (By IBM)

37.   DISASTER RECOVERY PLAN has the meaning set forth in Section 6.7 (Disaster
      Recovery).

38.   DISASTER RECOVERY SERVICES means (i) if prior to Customer's approval of
      the Disaster Recovery Plan in accordance with Section 6.7 hereof, the
      services described in the Existing Disaster Recovery Plan; or (ii) if
      subsequent to SCA's approval of the Disaster Recovery Plan in accordance
      with Section 6.7 hereof, the services described in the Disaster Recovery
      Plan and in Exhibit A-2 (Statement of Work, Disaster Recovery) to Schedule
      A (Statement of Work).

39.   DISCLOSER has the meaning set forth in Article 12 (Confidential
      Information).

40.   DISPUTE RESOLUTION PROCESS has the meaning set forth in Article 10.
      (Dispute Resolution).

41.   DISPUTED FEE CAP has the meaning set forth in Section 9.8 (Disputed
      Payment).

42.   ECA means the Economic Change Adjustment as defined in Part 3 of Schedule
      C (Charges).

43.   EFFECTIVE DATE means October 1, 2006, 12:01 AM Eastern Time.

44.   END USER SERVICES means those Services described in Part 4 of Schedule A
      (Services and Support Responsibilities).

45.   EQUIPMENT means the IBM-Provided Equipment and the SCA-Provided Equipment.

46.   ETHICAL HACK has the meaning set forth in Section 18.2 (Data Privacy and
      Secuirty).

47.   EXHIBIT means an exhibit expressly referenced in and attached to a
      Schedule.


<PAGE>


48.   EXPIRATION DATE means five (5) years from the Effective Date, midnight
      Eastern Time.

49.   EXTENSION PERIOD has the meaning set forth in Section 11.1 (Renewal).

50.   FACILITIES means any location owned, leased, rented, or used by (a) SCA
      that IBM may use in providing the Services or (b) IBM and used in
      providing the Services, and that is listed in Schedule I (Facilities).

51.   FEES has the meaning set forth in Section 9.1 (Fees).

52.   FORCE MAJEURE EVENT has the meaning set forth in Section 18.4 (Force
      Majeure).

53.   GOVERNMENTAL AUTHORITIES means any applicable federation, nation, state,
      sovereign or government, any federal, supranational, regional, state,
      local or municipal political subdivision, any governmental or
      administrative body, instrumentality, department or agency, or any court,
      administrative hearing body, arbitrator, commission or other similar
      dispute resolving panel or body, and any other entity exercising
      executive, legislative, judicial, regulatory, taxing or administrative
      functions of a government with jurisdiction over the applicable matter.

54.   GRACE PERIOD has the meaning set forth in Section 9.7 (Time of Payment).

55.   HAZARDOUS MATERIAL means any substance or material classified or
      considered hazardous or toxic under applicable law.

56.   HELP DESK SERVICES means those Services described in Part 2 of Schedule A
      (Services and Support Responsibilities).

57.   IBM AGENT means any non-IBM employee used or designated by IBM for use in
      the provisions of the Services (including any Approved Subcontractor).

58.   IBM ASSUMED has the meaning set forth in Section 6.3 (Agreements).

59.   IBM PERSONNEL means IBM employees and IBM Agents.

60.   IBM PRODUCTS means International Business Machines Corporation logoed
      hardware or software made generally available by IBM or its Affiliates.

61.   IBM REGULATORY REQUIREMENTS means the laws applicable to IBM in its
      capacity as an information technology services provider relating to the
      performance of its obligations under this Master Agreement.

62.   IBM-OWNED MATERIALS has the meaning set forth in Article 13 (Intellectual
      Property Rights).

63.   IBM-PROVIDED EQUIPMENT means any equipment, system, program, product, or
      business process provided by IBM under this Master Agreement and used by
      IBM to perform the Services.

64.   IBM SERVICE LOCATIONS means IBM facilities listed in Schedule I
      (Facilities) from which the Services are provided.


<PAGE>


65.   IMPROVED TECHNOLOGY means any new information processing technology
      developments, including new software and hardware developments, that are
      generally commercially available (from IBM or otherwise) and that could
      reasonably be expected to have a positive impact on SCA's or an
      Affiliate's business or on IBM's business as it relates to providing the
      Services to SCA hereunder.

66.   INCLUDING. References to and mentions of the word "including" or the
      phrase "e.g." shall mean "including, without limitation," and references
      to and mentions of the phrase "such as" shall mean "such as, without
      limitation."

67.   INDEMNIFIED PARTY has the meaning set forth in Article 14
      (Indemnification).

68.   INDEMNIFYING PARTY has the meaning set forth in Article 14
      (Indemnification).

69.   INFORMATION SECURITY CONTROLS DOCUMENT means the security requirements
      documents to be prepared by IBM and approved by SCA pursuant to the
      Transition Plan.

70.   INTERIM DISASTER RECOVERY PLAN has the meaning set forth in Section 6.7
      (Disaster Recovery).

71.   IT means any and all hardware, software, systems, telecommunications and
      other networks and other technology and services used to create, collect,
      store, retrieve, manage, process, distribute, transmit, exchange, and
      otherwise use or manipulate information or data.

72.   JOINT ADVISORY COMMITTEE has the meaning set forth in Section 5.3 (Joint
      Advisory Committee).

73.   JOINT VERIFICATION PERIOD has the meaning set forth in Section 18.21
      (Joint Verification).

74.   LAWS. References to any Law, unless otherwise specified, (or any item
      included in the term "Laws" as defined herein) shall also mean references
      to such Law in changed or supplemented form or to a newly adopted Law
      replacing such Law.

75.   LEAD PARTY means the IBM or SCA Party to the Base Terms.

76.   LEASED SCA PROVIDED EQUIPMENT means those computing, telecommunications
      and other Equipment, and associated attachments, features, accessories and
      peripheral devices (including storage devices and printers), set forth on
      Schedule G (Machines and Connectivity), that are leased by SCA.

77.   LOSSES means shall mean, with respect to any claim that is the subject
      of indemnification under Article 14, all amounts paid or payable to or
      for the benefit of any Third Party asserting such claim (including such
      Third Party's successors and assigns) pursuant to any settlement
      (approved by the indemnifying party, provided that the indemnifying
      party has elected to assume control of the defense and settlement of
      such claim pursuant to Article 14), judgment or award with respect to
      such claim, and shall include reasonable legal fees, reasonable
      disbursements, and reasonable costs and expenses of investigation and
      litigation.

78.   MAJOR SUBCONTRACT has the meaning set forth in Section 5.4 (Personnel).


<PAGE>


79.   MASTER AGREEMENT has the meaning set forth in Section 4.1 (Agreement
      Structure).

80.   MATERIALS has the meaning set forth in Article 13 (Intellectual Property
      Rights).

81.   MONTHLY BASE CHARGE means the monthly pro rata portion of the ASC.

82.   MONTHLY PERFORMANCE REPORT has the meaning set forth in Section 6.6
      (Service Levels).

83.   NETWORK SERVICES means the Services described in Sections 2.0, 3.0 and 4.0
      of Part 5 of Schedule A (Services and Support Responsibilities).

84.   NEW SERVICE LEVELS means the service levels established by IBM and SCA in
      connection with a New Service in accordance with the terms and conditions
      of this Master Agreement.

85.   NEW SERVICES has the meaning set forth in Schedule C (Charges).

86.   NONPERFORMING PARTY has the meaning set forth in Section 18.4 (Force
      Majeure).

87.   NOTICE OF ELECTION has the meaning set forth in Article 14
      (Indemnification).

88.   NOTICE PERIOD has the meaning set forth in Article 14 (Indemnification).

89.   ONGOING ACTIVITIES has the meaning set forth in Section 11.10 (Transfer
      Assistance).

90.   ORIGINAL ASC means the Annual Services Charges set forth in Exhibit C-2 to
      Schedule C as of the Effective Date.

91.   ORIGINAL BASELINE means the Resource Unit Baselines set forth in Exhibit
      C-2 to Schedule C as of the Effective Date.

92.   OTHER PRODUCTS has the meaning set forth in Article 16 (Warranty).

93.   OTHER SERVICE LOCATIONS means any location, other than SCA Service
      Locations or an IBM Service Location, from which Services are provided.

94.   OWNER has the meaning set forth in Article 13 (Intellectual Property
      Rights).

95.   PARTIES means IBM and SCA, collectively.

96.   PARTY means either IBM or SCA, alternatively.

97.   PASS THROUGH SOFTWARE means the Software licensed by SCA and licensed to
      IBM pursuant to Section 6.4, as of the Commencement of Steady State, that
      is designated as "Pass Through" in Schedule F (Software), and any
      replacement Software of such Pass Through Software, and Software licensed
      by SCA from a Third Party after the Commencement of Steady State that is
      designated by SCA as Pass Through Software (pursuant to Change Control
      Procedures).

98.   PAYABLE DATE has the meaning set forth in Section 9.7 (Time of Payment).


<PAGE>


99.   PERFORMANCE EFFORTS has the meaning set forth in Section 6.1 (Description
      of Services).

100.  POLICY AND PROCEDURES MANUAL means the mutually-agreed manual (electronic
      or hard copy) describing the operating processes and procedures governing
      the performance of the Services.

101.  PRE-EXISTING MATERIAL has the meaning set forth in Article 13
      (Intellectual Property Rights).

102.  PREMISES NETWORK MANAGEMENT SERVICES means those Services described in
      Section 2.0 of Part 5 of Schedule A (Services and Support
      Responsibilities).

103.  PROJECT EXECUTIVE has the meaning set forth in Section 5.1 (Project
      Executives).

104.  PROJECT means a unit of work, which work may consist of Basic Services,
      New Services, or a combination of both Basic Services and New Services,
      and which is appropriate for management by a project management
      methodology.

105.  PROJECT PLAN has the meaning set forth in Section 7.3 (Project Plan
      Contents).

106.  RECIPIENT has the meaning set forth in Article 12 (Confidential
      Information).

107.  REDUCED RESOURCE CREDIT or RRC means the credit, as set forth in Schedule
      C (Charges), to SCA if SCA's usage of a Resource Unit is less than the
      applicable Baseline.

108.  REPRESENTATIVE SAMPLE has the meaning set forth in Section 6.6 (Service
      Levels).

109.  REQUEST FOR NEW SERVICES has the meaning set forth in Schedule C
      (Charges).

110.  REQUIRED CONSENTS means any consents or approvals required to give IBM,
      its Affiliates and their Subcontractors the right or license to use,
      execute, reproduce, display, perform, distribute copies of, and modify
      (including creating Derivative Works), any Third Party Software licensed
      to SCA and required by IBM to provide the Services under this Master
      Agreement, as set forth on Schedule F.

111.  RESOURCE UNIT or RU means a unit of resource for which IBM and SCA have
      established a Baseline, as set forth in Schedule C (Charges).

112.  RETAINED SOFTWARE means the Software licensed by SCA and licensed to IBM
      pursuant to Section 6.4, as of the Commencement of Steady State, that is
      designated as "Retained" in Schedule F (Software), and any replacement
      Software of such Retained Software, and Software licensed by SCA from a
      Third Party after the Commencement of Steady State that is designated by
      SCA as Retained Software (pursuant to Change Control Procedures).

113.  SCA means Security Capital Assurance Ltd.

114.  SCA AGENT means the agents and subcontractors of SCA (excluding IBM),
      including their employees.


<PAGE>


115.  SCA AUTHORIZED REPRESENTATIVE means that individual or those individuals
      identified in writing by SCA as SCA's authorized representative(s).

116.  SCA COMPETITOR means the entities listed in Schedule T (SCA Competitors).

117.  SCA DATA means any information relating to an identifiable individual or
      legal entity (Personal Data) that IBM processes on behalf of SCA in
      performing the Services. SCA Data excludes Personal Data:

118.  SCA EXPENSE POLICY shall have the meaning set forth in the Policy and
      Procedures Manual.

119.  SCA REGULATORY REQUIREMENTS means the laws and regulations applicable to
      SCA.

120.  SCA SERVICE LOCATIONS means those SCA locations identified on Schedule I
      (Facilities) from which the Services are provided.

121.  SCA STANDARDS means those information management, technical architecture
      and product standards set forth in Schedule H (SCA Standards).

122.  SCA-OWNED MATERIALS has the meaning set forth in Article 13 (Intellectual
      Property Rights).

123.  SCA-PROVIDED EQUIPMENT means any equipment, system, program, product, or
      business process provided to IBM by SCA under this Master Agreement or
      used by SCA in conjunction with the Services.

124.  SCHEDULES means the Schedules expressly referenced in and attached to this
      Master Agreement with its Exhibits.

125.  SEMI ANNUAL PERIOD means either the period of January through June, or
      July through December, of any calendar year.

126.  SERVER SERVICES means those Services described in part 3 of Schedule A
      (Services and Support Responsibilities).

127.  SERVICE LEVEL CREDITS has the meaning set forth in Section 2.0 of Schedule
      B (Service Levels).

128.  SERVICE LEVELS means the service delivery criteria established for certain
      of the Services, as set forth in Schedule B (Service Levels).

129.  SERVICE LOCATIONS means SCA Service Location, IBM Service Location or
      Other Service Location.

130.  SERVICES means the IT services and functions provided by IBM to SCA, as
      set forth in Schedule A (Statement of Work), including the Basic Services.

131.  SERVICES RECIPIENT means SCA, its Affiliates, entities and end users
      receiving Services at SCA's request, including, but not limited to XL
      Financial Administrative Services, Inc., SCA Bermuda Administrative, Ltd.,
      and XL Capital Assurance (U.K.), Ltd.


<PAGE>


132.  SERVICES TOWER means (i) the End User Services (including Helpdesk), (ii)
      Server Services (including SAN), (iii) the Network Services (including
      Premise Network), or (iv) the Voice Services (including Conferencing
      Services).

133.  SOFTWARE means Applications Software and Systems Software, collectively.

134.  SOURCE CODE means code other than object code, and includes code that may
      be displayed in a form readable and understandable by a programmer of
      ordinary skill, as well as any enhancements, corrections and documentation
      related thereto. Source Code includes related Source Code level system
      documentation, comments and procedural code, such as job control language.

135.  SUBCONTRACTORS means contractors, vendors, agents, and consultants
      selected and retained by IBM or SCA, respectively.

136.  SUPPLIER BASE CHARGE means the recurring fixed charge for each of the
      Services Towers as described in Schedule C and specified in Exhibit C-2.

137.  SYSTEM SOFTWARE means the programs, including all source code (if
      applicable), supporting documentation and media that perform tasks basic
      to the functioning of data processing and telecommunication that are
      required to operate the Applications Software, and are listed as Systems
      Software in Schedule F (Software).

138.  TARGETED COST INCREASES has the meaning set forth in Section 8.2
      (Adjustments).

139.  TARGETED RESOURCE REDUCTIONS has the meaning set forth in Section 8.2
      (Adjustments).

140.  TARGETED RESOURCES ADDITIONS has the meaning set forth in Section 8.2
      (Adjustments).

141.  TECHNOLOGY PLAN has the meaning set forth in Section 6.1 (Description of
      Services).

142.  TERM has the meaning set forth in Article 3 (Term).

143.  TERMINATION CHARGES has the meaning set forth in Schedule C (Charges).

144.  TERMINATION EXPIRATION ASSISTANCE has the meaning set forth in Section
      11.7 (Transfer Assistance).

145.  TERMINATION FOR CONVENIENCE CHARGES has the meaning set forth in Section
      11.3 (Termination for Convenience).

146.  TERMINATION/EXPIRATION ASSISTANCE has the meaning set forth in Section
      11.10 (Transfer Assistance).

147.  TERMINATION/EXPIRATION ASSISTANCE PERIOD means a period of time designated
      by SCA, not to exceed eighteen (18) months after the expiration or
      termination of this Master Agreement, during which IBM shall provide
      Termination/Expiration Assistance Services in accordance with Section
      11.10 (Transfer Assistance).

148.  TERMINATION/EXPIRATION PERIOD has the meaning set forth in Section 11.10
      (Transfer Assistance).


<PAGE>


149.  TEST FIRM has the meaning set forth in Section 18.2 (Data Privacy and
      Security).

150.  THIRD PARTY and THIRD PARTIES means any entity or person other than IBM
      and SCA and their respective Affiliates, directors, officers, and
      employees.

151.  THIRD PARTY SERVICES has the meaning set forth in Section 6.1 (Description
      of Services).

152.  THIRD PARTY SOFTWARE means the Applications Software and System Software
      used to provide the Services, which are provided under license to IBM or
      SCA by a Third Party, and includes any related software and ongoing
      services (e.g., maintenance and support services, upgrades, subscription
      services) provided by third parties.

153.  TRANSITION BASIC SERVICES has the meaning set forth in Section 6.2
      (Transition of Services).

154.  TRANSITION has the meaning set forth in Section 6.2 (Transition of
      Services).

155.  TRANSITION PERIOD has the meaning set forth in Section 6.2 (Transition of
      Services).

156.  TRANSITION PLAN has the meaning set forth in Section 6.2 (Transition of
      Services).

157.  TRANSITION SCHEDULE has the meaning set forth in Section 6.2 (Transition
      of Services).

158.  TURNOVER PLAN has the meaning set forth in Section 11.10 (Transfer
      Assistance).

159.  UK COUNTRY AGREEMENT has the meaning set forth in Section 4.1 (Agreement
      Structure).

160.  VARIABLE FEES has the meaning set forth in Section 9.7 (Time of Payment).

161.  VIRUS means: (a) program code, programming instruction or set of
      instructions intentionally constructed to, or with the ability to, damage,
      interfere with, or otherwise adversely affect computer programs, data
      files or operations; and/or (b) other code typically designated to be a
      virus, including any Trojan horse or worm.

162.  VOICE SERVICES means those Services described in Section 5.0 of Part 5 of
      Schedule A (Services and Support Responsibilities).

163.  WIND DOWN EXPENSES has the meaning set forth in Section 2.2(b)(1)(b) of
      Schedule C (Charges).

164.  XLFAS has the meaning set forth in Section 4.1 (Agreement Structure).


<PAGE>


                    ACKNOWLEDGEMENT AND AGREEMENT CONCERNING
              INFORMATION TECHNOLOGY OUTSOURCING SERVICES AGREEMENT
    BY AND BETWEEN SECURITY CAPITAL ASSURANCE LTD AND INTERNATIONAL BUSINESS
                 MACHINES CORPORATION, DATED SEPTEMBER 30, 2006

XL Financial Administrative Services, Inc. ("XLFAS") and International Business
Machines Corporation ("IBM") hereby acknowledge and agree that XLFAS shall be
directly and primarily responsible for the performance of the obligations of,
and entitled to receive all rights, services provided and benefits owing to,
Security Capital Assurance Ltd ("SCA") pursuant to the Information Technology
Outsourcing Services Agreement entered into by and between SCA and IBM on
September 30, 2006, as the same may be amended from time to time pursuant to
mutual written agreement between SCA and IBM (the "MASTER AGREEMENT"). IBM shall
deliver the Services to XLFAS and its Affiliates, and IBM's performance of its
obligations under the Master Agreement shall be deemed to be performance of its
obligations to SCA. Nothing in this Acknowledgement shall relieve either SCA or
IBM of its obligations pursuant to the Master Agreement.

ACKNOWLEDGED AND AGREED:
------------------------


--------------------------------------- ----------------------------------------
    Security Capital Assurance Ltd          International Business Machines
                                                      Corporation
By:                                     By:
   ------------------------------------    -------------------------------------
         Authorized Signature                     Authorized Signature

--------------------------------------- ----------------------------------------
    Name and Title (Type or Print)           Name and Title (Type or Print)

--------------------------------------- ----------------------------------------
                 Date                                     Date

Security Capital Assurance Ltd          International Business Machines
One Bermudiana Road                     Corporation
Hamilton, HM 11                         Route 100
Bermuda                                 Somers, New York 10589


---------------------------------------
     XL Financial Administrative
           Services, Inc.

By:
   ------------------------------------
        Authorized Signature

---------------------------------------
   Name and Title (Type or Print)

---------------------------------------
                Date

XL Financial Administrative
Services, Inc.
1221 Avenue of the Americas
New York, New York 10020


<PAGE>


                        BERMUDA COUNTRY AGREEMENT BETWEEN

           SCA BERMUDA ADMINISTRATIVE, LTD. AND IBM WORLD TRADE CORP.

                                 PURSUANT TO THE

                             INFORMATION TECHNOLOGY

                         OUTSOURCING SERVICES AGREEMENT

                               BETWEEN SCA AND IBM


This Agreement, dated as of the Effective Date, is between SCA Bermuda
Administrative, Ltd ("SCA AFFILIATE") and IBM World Trade Corp. ("IBM
AFFILIATE") (collectively, the "PARTIES") and is made pursuant to the
Information Technology Outsourcing Services Agreement between Security Capital
Assurance Ltd and International Business Machines Corporation dated September
30, 2006 (the "MASTER AGREEMENT").

This Agreement includes these terms and conditions, the terms and conditions of
the Master Agreement, all Schedules and Attachments thereto, and is the complete
and exclusive agreement between the Parties regarding the subject matter of this
Agreement, and replaces any prior oral or written communications between the
Parties with respect to the subject matter of this Agreement.

By signing below, the Parties agree to be bound by the terms of this Agreement.
Once signed, unless prohibited by applicable law, any reproduction of this
Agreement made by reliable means (for example, photocopy or facsimile) is
considered an original.





Agreed to:                              Agreed to:

--------------------------------------- ----------------------------------------
   SCA Bermuda Administrative, Ltd            IBM World Trade Corporation

By:                                      By:
   ------------------------------------     ------------------------------------
        Authorized Signature                      Authorized Signature

--------------------------------------- ----------------------------------------
   Name and Title (Type or Print)            Name and Title (Type or Print)

--------------------------------------- ----------------------------------------
                Date                                      Date

SCA Bermuda Administrative, Ltd           IBM World Trade Corporation
One Bermudiana Road                       Atlantic House
Hamilton, HM 11                           Second Terrace and Collins Ave.
Bermuda                                   P.O. Box 6400
                                          Nassau N.P.,
                                          Commonwealth of the Bahamas


<PAGE>


                             LOCAL COUNTRY AGREEMENT

                                     BERMUDA
                                     -------



This Local Country Agreement for Bermuda (the "AGREEMENT") is entered into as of
the Effective Date between:

SCA  BERMUDA  ADMINISTRATIVE  LTD,  a  Bermuda  company  whose  office is at One
Bermudian Road, Hamilton HM 11, Bermuda ("SCA AFFILIATE") and

IBM WORLD TRADE  CORPORATION a Delaware  corporation whose office is at Atlantic
House,   Second  Terrace  and  Collins  Avenue,   P.O.  Box  6400  Nassau  N.P.,
Commonwealth of the Bahamas ("IBM AFFILIATE").


All  capitalized  terms used in this Agreement and not otherwise  defined herein
will have the  respective  meanings  assigned  thereto in the  Master  Agreement
identified below.


                              BACKGROUND STATEMENT

Security Capital Assurance Ltd.. ("SCA") has agreed, on behalf of itself and its
Affiliates,  to outsource  the  performance  and  management of certain of their
information technology operations to International Business Machines Corporation
("IBM") and certain IBM  Affiliates.  Towards this end, SCA and IBM have entered
into  an  Information  Technology  Outsourcing  Services  Agreement  as  of  the
Effective  Date.  Such  Services  Agreement,  together  with all  Schedules  and
attachments thereto, are collectively referred to as the "MASTER AGREEMENT."

      In order to implement the Master Agreement in Bermuda,  this Agreement (i)
is being  executed and  delivered by each of SCA  Affiliate and IBM Affiliate as
contemplated by the Master Agreement and (ii) hereby  incorporates the terms and
conditions  of the Master  Agreement  as if fully set forth  herein,  except for
those different or additional  terms and conditions set forth in this Agreement,
including the  country-specific  terms and  conditions set forth on Exhibit A to
this Agreement.

      NOW  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained  herein,  and other  good and valid  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  SCA  Affiliate and IBM Affiliate
hereby agree as follows:

1     AGREEMENT.  During the Term,  IBM Affiliate will provide to SCA Affiliate,
      and SCA Affiliate  will purchase from IBM  Affiliate,  that portion of the
      Services  to be  provided  by IBM and  purchased  by SCA under the  Master
      Agreement  in  Bermuda,  as stated in the Master  Agreement,  all upon and
      subject to the terms and  conditions  specified  in the  Master  Agreement
      (with  references  to IBM to be treated as references to IBM Affiliate and
      references to SCA to be treated as references to SCA Affiliate in relation
      to the Bermuda  Services) as such terms and  conditions may be modified or
      supplemented  for purposes of this  Agreement by the terms and  conditions
      set forth in this Agreement.

2     PRIORITY OF TERMS.  SCA Affiliate and IBM Affiliate,  with respect to that
      portion of the Services to be provided by IBM or its  delegates to Bermuda
      and purchased by SCA under the Master  Agreement,  agree to be governed by
      all the terms and  conditions  of the  Master  Agreement  including  those
      provisions  regarding  compliance  with those  laws that apply  within the
      jurisdiction  of  Bermuda.  Unless  otherwise  expressly  provided in this
      Agreement  ., in the event of any  conflict or  inconsistency  between the
      terms of this Agreement and the terms of the Master  Agreement,  the terms
      of this Agreement shall govern.

3     RELATIONSHIP  BETWEEN  AGREEMENTS.  All  defences,  excuses  and  remedies
      available  to IBM under the Master  Agreement  shall be  available  to IBM
      Affiliate   under  this  Agreement  with  respect  to  the   corresponding
      obligation  of IBM  Affiliate  under  this  Agreement,  and all  defences,
      excuses and


<PAGE>


      remedies available to SCA under the Master Agreement shall be available to
      SCA  Affiliate  under this  Agreement  with  respect to the  corresponding
      obligation of SCA Affiliate under this Agreement.

4     PAYMENTS.  IBM  Affiliate  will  invoice  SCA  Affiliate  monthly  for the
      Services  provided by IBM Affiliate,  through a single invoice prepared by
      IBM and  delivered  to SCA's U.S.  Affiliate.  SCA  Affiliate  shall remit
      payment to IBM  Affiliate in accordance  with the terms and  conditions of
      Section 9.7 (Time of Payment) of the Master  Agreement  and Section 2.4 of
      Schedule C (Charges).

5     RIGHTS  OF THIRD  PARTIES.  The  Parties  do not  intend  any term of this
      Agreement to be  enforceable  pursuant to the  Contracts  (Rights of Third
      Parties)  Act  1999  provided   however  that  the  Persons   entitled  to
      indemnification  pursuant  to Article 14  (Indemnification)  of the Master
      Agreement will be entitled to enforce the provisions thereof.

6     TERM. The Term of this Agreement will begin on the Effective Date and will
      continue  concurrent with the Master  Agreement,  ending upon the first to
      occur of (i) termination or expiration of such Master  Agreement,  or (ii)
      termination  for any  reason  of the  obligations  of IBM to  provide  the
      Services in the United States pursuant to the Master  Agreement,  in which
      case the  effects  of any such  termination  shall be as  provided  in the
      Master Agreement.

7     COUNTERPARTS.  This Agreement shall be executed in counterparts. Each such
      counterpart shall be an original and together shall constitute but one and
      the same document.

8     NOTICES.  Wherever  under this Agreement SCA Affiliate or IBM Affiliate is
      required or  permitted to give  written  notice to the other,  such notice
      shall be delivered by providing  notice to SCA or IBM, as appropriate,  in
      accordance with the Master Agreement.

9     ENTIRE  AGREEMENT AND AMENDMENTS.  This Agreement and the Master Agreement
      constitute  the entire  agreement  between SCA Affiliate and IBM Affiliate
      with  respect  to the  subject  matter  hereof.  There are no  agreements,
      representations,   warranties,   promises,   covenants,   commitments   or
      undertakings  with respect to the subject  matter  hereof other than those
      expressly  set  forth  herein.   This   Agreement   supersedes  all  prior
      agreements, representations,  warranties, promises, covenants, commitments
      or  undertakings,  whether  written or oral,  with  respect to the subject
      matter hereof.  This Agreement may only be modified by a written  document
      signed by all parties hereto.


<PAGE>


                                    EXHIBIT A
                                    ---------

                      COUNTRY-SPECIFIC TERMS AND CONDITIONS





There are no country-specific terms for Bermuda




<PAGE>


                   UNITED KINGDOM COUNTRY AGREEMENT BETWEEN

        XL CAPITAL ASSURANCE (U.K.) LIMITED AND IBM UNITED KINGDOM, LTD.

                                 PURSUANT TO THE

                             INFORMATION TECHNOLOGY

                         OUTSOURCING SERVICES AGREEMENT

                               BETWEEN SCA AND IBM


This Agreement, dated as of the Effective Date, is between XL Capital Assurance
(U.K.) Limited ("SCA AFFILIATE") and IBM United Kingdom, Ltd. ("IBM AFFILIATE")
(collectively, the "PARTIES") and is made pursuant to the Information Technology
Outsourcing Services Agreement between Security Capital Assurance Ltd and
International Business Machines Corporation dated September 30, 2006 (the
"MASTER AGREEMENT").

This Agreement includes these terms and conditions, the terms and conditions of
the Master Agreement, all Schedules and Attachments thereto, and is the complete
and exclusive agreement between the Parties regarding the subject matter of this
Agreement, and replaces any prior oral or written communications between the
Parties with respect to the subject matter of this Agreement.

By signing below, the Parties agree to be bound by the terms of this Agreement.
Once signed, unless prohibited by applicable law, any reproduction of this
Agreement made by reliable means (for example, photocopy or facsimile) is
considered an original.






Agreed to:                                Agreed to:

--------------------------------------- ----------------------------------------
 XL Capital Assurance (U.K.) Limited            IBM United Kingdom, Ltd.

By:                                      By:
   ------------------------------------     ------------------------------------
        Authorized Signature                      Authorized Signature

--------------------------------------- ----------------------------------------
   Name and Title (Type or Print)            Name and Title (Type or Print)

--------------------------------------- ----------------------------------------
                Date                                      Date

XL Capital Assurance (U.K.) Limited       IBM United Kingdom, Ltd.
XL House                                  P.O. Box 41
70 Gracechurch Street                     North Harbour
London EC3V 0XL                           Portsmouth, Hampshire, PO6 3AU
United Kingdom                            United Kingdom


<PAGE>


                             LOCAL COUNTRY AGREEMENT

                                 UNITED KINGDOM
                                 --------------


This Local Country Agreement for the United Kingdom (the "AGREEMENT") is entered
into as of the Effective Date between:

XL CAPITAL  ASSURANCE  (U.K.) LIMITED,  a company  registered  under the laws of
England and Wales, under number 04290613, whose registered office is at XL House
70 Gracechurch Street, London EC3V 0XL ("SCA AFFILIATE") and

IBM UNITED KINGDOM LIMITED,  a company  registered under the laws of England and
Wales,  under number 741598,  whose  registered  office is at P.O. Box 41, North
Harbour, Portsmouth, Hampshire, PO6 3AU, United Kingdom. ("IBM Affiliate").



All  capitalized  terms used in this Agreement and not otherwise  defined herein
will have the  respective  meanings  assigned  thereto in the  Master  Agreement
identified below.


                              BACKGROUND STATEMENT

Security Capital Assurance Ltd.. ("SCA") has agreed, on behalf of itself and its
Affiliates,  to outsource  the  performance  and  management of certain of their
information technology operations to International Business Machines Corporation
("IBM") and certain IBM  Affiliates.  Towards this end, SCA and IBM have entered
into  an  Information  Technology  Outsourcing  Services  Agreement  as  of  the
Effective  Date.  Such  Services  Agreement,  together  with all  Schedules  and
attachments thereto, are collectively referred to as the "MASTER AGREEMENT."

      In order to implement  the Master  Agreement in the United  Kingdom,  this
Agreement  (i) is being  executed and delivered by each of SCA Affiliate and IBM
Affiliate as contemplated by the Master  Agreement and (ii) hereby  incorporates
the terms and  conditions of the Master  Agreement as if fully set forth herein,
except for those different or additional  terms and conditions set forth in this
Agreement,  including the  country-specific  terms and  conditions  set forth on
EXHIBIT A to this Agreement.

      NOW  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained  herein,  and other  good and valid  consideration,  the  receipt  and
sufficiency  of which is hereby  acknowledged,  SCA  Affiliate and IBM Affiliate
hereby agree as follows:

1     AGREEMENT.  During the Term,  IBM Affiliate will provide to SCA Affiliate,
      and SCA Affiliate  will purchase from IBM  Affiliate,  that portion of the
      Services  to be  provided  by IBM and  purchased  by SCA under the  Master
      Agreement in the United Kingdom,  as stated in the Master  Agreement,  all
      upon and  subject  to the terms and  conditions  specified  in the  Master
      Agreement  (with  references  to IBM to be  treated as  references  to IBM
      Affiliate  and  references  to  SCA to be  treated  as  references  to SCA
      Affiliate in relation to the UK Services) as such terms and conditions may
      be modified or  supplemented  for purposes of this  Agreement by the terms
      and  conditions  set  forth  in  this   Agreement   including   EXHIBIT  A
      (Country-Specific Terms and Conditions).

2     PRIORITY OF TERMS.  SCA Affiliate and IBM Affiliate,  with respect to that
      portion of the  Services  to be provided  by IBM or its  delegates  to the
      United Kingdom and purchased by SCA under the Master  Agreement,  agree to
      be  governed  by all the  terms and  conditions  of the  Master  Agreement
      including those provisions regarding compliance with those laws that apply
      within the jurisdiction of the United Kingdom.  Unless otherwise expressly
      provided  in this  Agreement,  including  the  country-specific  terms and
      conditions set forth in EXHIBIT A of this  Agreement,  in the event of any
      conflict  or  inconsistency  between the terms of this  Agreement  and the
      terms of the Master Agreement, the terms of this Agreement shall govern.


<PAGE>


3     RELATIONSHIP  BETWEEN  AGREEMENTS.  All  defences,  excuses  and  remedies
      available  to IBM under the Master  Agreement  shall be  available  to IBM
      Affiliate   under  this  Agreement  with  respect  to  the   corresponding
      obligation  of IBM  Affiliate  under  this  Agreement,  and all  defences,
      excuses and remedies  available to SCA under the Master Agreement shall be
      available  to SCA  Affiliate  under  this  Agreement  with  respect to the
      corresponding obligation of SCA Affiliate under this Agreement.

4     PAYMENTS.  IBM  Affiliate  will  invoice  SCA  Affiliate  monthly  for the
      Services  provided by IBM Affiliate  through a single invoice  prepared by
      IBM and delivered to SCA's U.S.  Affiliate in accordance  with Section 4.1
      (Agreement  Structure) of the Master  Agreement with a copy of the monthly
      invoice sent to SCA  Affiliate.  Payment  shall be remitted in  accordance
      with the terms and  conditions  of Section  9.7 (Time of  Payment)  of the
      Master Agreement and Section 2.4 of Schedule C (Charges).

5     RIGHTS  OF THIRD  PARTIES.  The  Parties  do not  intend  any term of this
      Agreement to be  enforceable  pursuant to the  Contracts  (Rights of Third
      Parties)  Act  1999  provided   however  that  the  Persons   entitled  to
      indemnification  pursuant  to Article 14  (Indemnification)  of the Master
      Agreement will be entitled to enforce the provisions thereof.

6     TERM. The Term of this Agreement will begin on the Effective Date and will
      continue  concurrent with the Master  Agreement,  ending upon the first to
      occur of (i) termination or expiration of such Master  Agreement,  or (ii)
      termination  for any  reason  of the  obligations  of IBM to  provide  the
      Services in the United Kingdom pursuant to the Master Agreement,  in which
      case the  effects  of any such  termination  shall be as  provided  in the
      Master Agreement.

7     COUNTERPARTS.  This Agreement shall be executed in counterparts. Each such
      counterpart shall be an original and together shall constitute but one and
      the same document.

8     NOTICES.  Wherever  under this Agreement SCA Affiliate or IBM Affiliate is
      required or  permitted to give  written  notice to the other,  such notice
      shall be delivered by providing  notice to SCA or IBM, as appropriate,  in
      accordance with the Master Agreement.

9     GOVERNING LAW. Notwithstanding Section 18.7 of the Master Agreement,  both
      SCA Affiliate and IBM Affiliate  (collectively,  the "UK Parties") consent
      to the application of the laws of England and Wales to govern,  interpret,
      and enforce all of the UK Parties' rights, duties, and obligations arising
      from,  or relating  in any manner to, the subject  matter of this UK Local
      Agreement,  without  regard to  conflict  of law  principles,  solely with
      respect  to  disputes  arising  under  the UK Local  Agreement  and  which
      disputes are confined  exclusively  to the UK Parties.  Nothing in this UK
      Local Agreement shall  constitute,  or be deemed to be consent by, any SCA
      Affiliate or any other SCA-related  entity other than XL Capital Assurance
      (U.K.) Limited to acceptance of legal process within the United Kingdom or
      to location of the  jurisdiction or venue of any judicial or other dispute
      resolution proceedings within the United Kingdom.

10.   ENTIRE  AGREEMENT AND AMENDMENTS.  This Agreement and the Master Agreement
      constitute  the entire  agreement  between SCA Affiliate and IBM Affiliate
      with  respect  to the  subject  matter  hereof.  There are no  agreements,
      representations,   warranties,   promises,   covenants,   commitments   or
      undertakings  with respect to the subject  matter  hereof other than those
      expressly  set  forth  herein.   This   Agreement   supersedes  all  prior
      agreements, representations,  warranties, promises, covenants, commitments
      or  undertakings,  whether  written or oral,  with  respect to the subject
      matter hereof.  This Agreement may only be modified by a written  document
      signed by all parties hereto.


<PAGE>


                                    EXHIBIT A
                                    ---------


                      COUNTRY-SPECIFIC TERMS AND CONDITIONS

1     The following provisions shall be added to the UK Local Agreement

A.    DATA PROTECTION

A1A.  Each party shall comply with its obligations under the UK Data Protection
      Act 1998,(together with subordinate legislation and any subsequent
      enactment), that apply in relation to any personal data disclosed to it
      under, and processed for the purpose of supplying Services under this UK
      Local Agreement.

A1.B. In respect of any processing of personal data under this UK Local
      Agreement:

      A1.B.1      for personal data provided by, or relating to, SCA: the SCA
                  Affiliate shall be the data controller and IBM Affiliate shall
                  be the data processor; and

      A1.B.2      for personal data provided by, or relating to, IBM: IBM
                  Affiliate shall be the data controller and the SCA Affiliate
                  shall be the data processor.

      A1.B.3      SCA acknowledges that it is solely responsible for determining
                  that the security measures specified in Schedule A constitute
                  appropriate technical and organisational measures to protect
                  SCA's or SCA Affiliate's data.

2     The following sections of the Master Agreement shall be replaced or
      amended in the UK Local Agreement by the provisions set out below insofar
      as they relate to the United Kingdom:

2.3   The "Disclaimer" in Section 16.2 of the Master Agreement shall be replaced
      with the following provisions:

      "Disclaimer
      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
      REPRESENTATIONS OR WARRANTIES TO THE OTHER, WHETHER EXPRESS OR IMPLIED,
      INCLUDING THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A
      PARTICULAR PURPOSE AND MERCHANTABILITY."

2.4   Section 15.2 (c) of the Master Agreement shall be replaced with the
      following:
      The exclusion of liability set forth in Section 15.2 (a) above shall be
      replaced with the following: "Under no circumstances is either party
      liable to the other for any of the following, even if such party has been
      informed of the possibility of such losses provided that this subsection
      does not apply to SCA's failure to pay any amounts owing to IBM under this
      Agreement (including amounts owing for Services rendered or services that
      would have been rendered but for SCA's breach of this Agreement). .:

      (i)   special, indirect or consequential loss;

      (ii)  loss of profits, business, revenue, goodwill or anticipated savings;
            or

      (iii) subject to Section 15.2(d), loss of, or damage to, data."


3.    UK HUMAN RESOURCE MATTERS

3.1   INTRODUCTION

      This Section sets out how certain human resources related obligations will
      be handled. The capitalised terms not otherwise defined herein shall have
      the respective definitions assigned thereto in the UK Local Agreement, and
      in the Master Agreement. This Schedule supplements the provisions in the
      Master Agreement and the Agreement, in relation to human resources and
      related obligations in the UK.


<PAGE>


3.2   If there is any conflict or inconsistency between this Exhibit A to the UK
      Local Agreement and the terms of the Master Agreement, then the terms of
      this Exhibit A to the UK Local Agreement shall prevail to the extent of
      the conflict or inconsistency in respect of the services and territory
      covered hereunder.

3.3   DEFINITIONS

      "EXIT EMPLOYEES" means those employees of IBM Affiliate who are wholly or
      mainly employed to work in the provision of the UK Services immediately
      prior to the termination of the UK Services.

      "LOSSES" means in respect of any matter, event or circumstance or demands,
      claims, actions, proceedings, damages, losses, costs (including reasonable
      legal costs) expenses or other liabilities.

      "REGULATIONS" means the Transfer of Undertakings (Protection of
      Employment) Regulations 2006) as amended;

      "TULR(C)A" means the Trade Union and Labour Relations ( Consolidation)
      Act 1992.

      "UK BUSINESS" means the provision of the Services in the UK by SCA prior
      to the Effective Date.

      "UK SERVICES" the provision of the Services in the UK pursuant to this UK
      Local Agreement following the Effective Date.

      "SUCCESSOR SUPPLIER" means the provider of services equivalent to the UK
      Services (or part thereof) after the termination of the UK Services (or
      part thereof) who is appointed by SCA Affiliate.

3.4   STAFF TRANSFER

      The Parties acknowledge and agree that it is not anticipated that any SCA
      Affiliate employees shall transfer to IBM Affiliate but in the event that
      any do by virtue of the application of the Regulations, the parties
      acknowledge that the transaction referred to herein constitutes a relevant
      transfer ("Relevant Transfer") for the purpose of the Regulations. For
      purposes of this clause 3, any SCA Affiliate employees so affected shall
      be referred to as "TRANSFERRING EMPLOYEES."

3.5   SCA RESPONSIBILITIES

      SCA Affiliate shall indemnify IBM Affiliate in respect of any costs or
      claims arising from:

      (a)    any failure by SCA Affiliate to inform and consult appropriate
             representatives in accordance with Regulations 13 and 14 of the
             Transfer Regulations, and section 188 of TULR(C)A, save to the
             extent that such failure is caused by the failure of IBM Affiliate,
             IBM Corporation and/or all of its Affiliated Companies to comply
             with its or their legal obligations;

      (b)    any failure by SCA Affiliate to pay any amounts payable to or in
             relation to the Transferring Employees arising or in respect of any
             period on or before the date of any Relevant Transfer; and

      (c)    any claim or other legal recourse by a Transferring Employee for
             any remedy as a result of anything done or omitted to be done in
             relation to the Transferring Employee's employment prior to the
             date of the Relevant Transfer.

3.6   SCA'S INDEMNITY

      3.6.1  If, as a result of a Relevant Transfer, the contract of employment
      of any person expressly employed by SCA Affiliate shall have effect as if
      originally made between IBM Affiliate and such person pursuant to the
      Regulations, then:

      (a)    a manager of IBM Affiliate will within [10] days of becoming aware
             of (i) the application of the Regulations or (ii) a claim by a
             former SCA Affiliate employee that the Regulations may apply to any
             such contract, [terminate] such [contract];

      and


<PAGE>


      (b)    SCA Affiliate shall indemnify and keep indemnified IBM Affiliate,
             IBM Corporation and all of its Affiliated Companies against any and
             all Losses (including any claims in respect of any individual's
             pension rights) suffered or incurred by IBM Affiliate, IBM
             Corporation and /or any Affiliated Companies of IBM Affiliate.

      3.6.2  The indemnities contained in clauses 3.5 and 3.6.1(b) above shall
      be subject to the obligation of the IBM Affiliate to take reasonable steps
      to mitigate the relevant costs, claims and Losses, and to the obligation
      of the SCA Affiliate to reasonably cooperate with the IBM Affiliate to
      this end.

3.7   IBM'S INDEMNITY

      IBM shall indemnify and keep SCA Affiliate, SCA and all of its Affiliated
      Companies indemnified against all Losses arising out of any breach by IBM,
      IBM Corporation and/or of Affiliated Companies of IBM Affiliate of
      Regulation 13(4) of the Regulations.

3.8   PROVISIONS ON TERMINATION

      If the Regulations apply to the transfer of the UK Services (or part
      thereof) provided by IBM Affiliate in accordance with this Agreement
      either to SCA Affiliate or a Successor Supplier on or after the
      termination of the Services (or part thereof):

      (a)    each Party shall comply, and provide all reasonable assistance to
             the other Party and any potential Successor Supplier to enable them
             to comply with all of their obligations under Regulation 13 of the
             Regulations;

      (b)    SCA Affiliate shall indemnity and keep indemnified IBM Affiliate
             against any Losses arising out of any failure by SCA Affiliate to
             comply with its obligations under the Regulations save where any
             such failure is caused by IBM Affiliates breach of its obligations
             under the Regulations;

      (c)    IBM Affiliate shall indemnify and keep indemnified SCA Affiliate
             (for itself and on behalf of a Successor Supplier) from and against
             any Losses arising out of any failure by IBM Affiliate to comply
             with its obligations under the Regulations save where any such
             failure is caused by SCA Affiliate or any Successor Supplier to
             comply with its obligations under the Regulations;

      (d)    IBM Affiliate shall indemnify and keep indemnified SCA Affiliate
             (for itself and on behalf of a Successor Supplier) from and against
             any Losses (including all employment costs and the costs of
             terminating the employment) arising

             (i)   in the event that any person who is not an Exit Employee
                   transfers or alleges they have transferred pursuant to the
                   Regulations to SCA Affiliate or a Successor Supplier; and

             (ii)  from any claim or other legal resource by an Exit Employee
                   for any remedy as a result of anything done or omitted in
                   relation to the Exit Employee's employment prior to the
                   termination or expiration of this UK Local Agreement.