<PAGE>   1

                                                                   EXHIBIT 10.29


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF
THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS
ENCLOSED BY BRACKETS AND UNDERLINED. THE CONFIDENTIAL PORTION HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

MASTER SERVICES AGREEMENT

Agreement Number: 23191-001-001

Agreement Date:  November 21, 2000

Initial Agreement Expiration Date:  [***]*

Service Provider Name:  EXULT, INC.

Service Provider Address:  4 Park Plaza, Suite 1000, Irvine CA 92614

Service Provider Telephone:  949-250-8002

This MASTER SERVICES AGREEMENT, consisting of the Core Terms and the Schedules
listed on the following table of schedules (this "Agreement"), is by and between
Exult, Inc. ("Service Provider") and Bank of America Corporation ("Customer").

WHEREAS, Customer has engaged Service Provider to provide human resources
services and accounts payable services and associated processes pursuant to this
Agreement, and Service Provider has agreed to provide such services and
processes in accordance with the terms of this Agreement for an initial term of
10 years; and

WHEREAS, the purpose of this Agreement is to establish the general terms and
conditions applicable to Service Provider's provision of such services and
processes to Customer and Customer's receipt and use of and payment for such
services and processes.

NOW, THEREFORE, for and in consideration of the agreements set forth herein,
Service Provider and Customer hereby agree to enter into this Agreement and to
be bound by the terms and conditions set forth herein.


EXULT, INC.                                      BANK OF AMERICA CORPORATION
("SERVICE PROVIDER")                            ("CUSTOMER")

By:                                              By:
   ---------------------------------                 ---------------------------
Name:                                            Name:
     -------------------------------                   -------------------------
Title:                                           Title:
      ------------------------------                   -------------------------
Date: November 21, 2000                          Date: November 21, 2000


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* Confidential information has been omitted.

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                                TABLE OF CONTENTS

SECTION                                                                  PAGE
  NO.                            SECTION HEADING                          NO.
-------                          ---------------                        ------

1.0   DEFINITIONS; INTERPRETATION..........................................4
2.0   TERM OF AGREEMENT AND RENEWALS......................................10
3.0   TERMINATION.........................................................11
4.0   SCOPE OF AGREEMENT; CUSTOMER SERVICES...............................15
5.0   PRICING, FEES AND RELATED MATTERS...................................18
6.0   CONTRACT ADMINISTRATION.............................................20
7.0   SERVICE LEVELS......................................................21
8.0   CHANGES IN THE CUSTOMER SERVICES....................................22
9.0   TRANSITION PLAN.....................................................23
10.0  NEW SERVICES........................................................24
11.0  RESPONSIBILITIES OF THE PARTIES.....................................24
12.0  SOFTWARE AND PROPRIETARY RIGHTS.....................................25
13.0  MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMERS..................28
14.0  LAWS AND REGULATIONS................................................30
15.0  DATA AND REPORTS....................................................30
16.0  CONFIDENTIALITY AND SECURITY........................................31
17.0  AUDITS..............................................................33
18.0  DISPUTE RESOLUTION..................................................35
19.0  INDEMNITIES.........................................................36
20.0  DAMAGES.............................................................38
21.0  INSURANCE AND FINANCIAL ABILITY.....................................39
22.0  MISCELLANEOUS PROVISIONS............................................40


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                               TABLE OF SCHEDULES

Schedule A  Description of Customer Services
Schedule B  Service Levels
Schedule C  Fees and Charges
Schedule D  Assigned Agreements and Managed Agreements
Schedule E  Service Provider Software and Service Provider Tools
Schedule F  Customer Software and Customer Tools
Schedule G  Transition Plan
Schedule H  In-Flight Projects
Schedule I  Customer Associates
Schedule J  Human Resources Provisions
Schedule K  Change Control Management
Schedule L  Customer Machines
Schedule M  Form of Confidentiality Agreement
Schedule N  Key Positions
Schedule O  N/A
Schedule P  N/A
Schedule Q  N/A
Schedule R  Customer Reports
Schedule S  N/A
Schedule T  Termination Assistance Services
Schedule U  Customer Service Locations
Schedule V  N/A
Schedule W  N/A
Schedule X  N/A
Schedule Y  N/A
Schedule Z  N/A


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DEFINITIONS; INTERPRETATION:

1.1   Definitions: All defined terms in this Agreement not otherwise defined in
      this Section 1.1 shall have the meanings assigned in the part of this
      Agreement where they are defined.

      1.1.1    Adjustment Period - shall have the meaning set forth in Section
               5.10.

      1.1.2    Agreement - shall have the meaning set forth on the signature
               page.

      1.1.3    Agreement Date - shall have the meaning set forth on the
               signature page.

      1.1.4    Approved Auditors - shall have the meaning set forth in Section
               17.2.1.

      1.1.5    Approved Service Provider - shall have the meaning set forth in
               Section 12.4.2(b).

      1.1.6    Assigned Agreements - shall have the meaning set forth in Section
               6.1.

      1.1.7    Assumptions - shall have the meaning set forth in Section 5.10.

      1.1.8    Bankruptcy Code - shall have the meaning set forth in Section
               3.3.1(b).

      1.1.9    Baseline Charges - shall have the meaning set forth in Schedule
               C.

      1.1.10   Baseline Volumes - shall have the meaning set forth in Schedule
               C.

      1.1.11   Call Center Conversion - shall mean the conversion of Customer's
               call center processes as described in the Transition Plan set
               forth in Schedule G and, as of the Agreement Date, scheduled for
               [***]*.

      1.1.12   Change - shall have the meaning set forth in Section 8.1.1.

      1.1.13   Change Control Management - shall mean the written description of
               how Changes or other modifications to the terms and conditions of
               this Agreement shall be implemented under this Agreement as set
               forth in Schedule K.

      1.1.14   Change of Control - shall have the meaning set forth in Section
               3.2.4(b).

      1.1.15   Change Order - shall mean a document agreed upon by the Parties
               (a) implementing a Change or other modification to this Agreement
               or (b) adding a New Service.

      1.1.16   Client Executives - shall mean, collectively, the Customer Client
               Executive and the Service Provider Client Executive.

      1.1.17   Client Service Centers - shall mean Service Provider's locations
               from which Customer Services are provided.

      1.1.18   Confidential Information - shall mean, with respect to each
               Party, all of such Party's technology, know-how, data and/or
               other information relating to such Party's current and/or
               proposed business, Customer Information, research, products,
               services, compilations, techniques, development efforts,
               inventions, processes, designs, drawings, marketing or finances,
               whether disclosed in written or other tangible form, orally or
               visually, and in the case of nontangible information, provided
               such information transmitted verbally or visually by one Party to
               the other is either readily ascertainable as confidential by its
               nature or presentation or is identified as confidential at the
               time of disclosure.


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* Confidential information has been omitted.

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      1.1.19   Consents - shall mean all use licenses, consents, authorizations
               and approvals that are necessary to (a) allow Service Provider
               and Service Provider Representatives to (1) use Customer's owned,
               licensed and leased assets, including the Customer Software,
               Customer Tools and Customer Machines and (2) manage and
               administer the Managed Agreements on Customer's behalf and (b)
               allow Customer to assign the Assigned Agreements to Service
               Provider.

      1.1.20   Control - shall mean, with respect to any entity, the possession,
               directly or indirectly, of the power to direct or cause the
               direction of the management and policies of such entity, whether
               through the ownership of voting securities (or other ownership
               interest), by contract or otherwise.

      1.1.21   Core Terms - shall have the meaning set forth in Section 1.2.3.

      1.1.22   Customer - shall mean Bank of America Corporation, a Delaware
               corporation, having its principal place of business at 100 North
               Tryon Street, Charlotte, North Carolina 28255.

      1.1.23   Customer Affiliate - shall mean any entity that, directly or
               indirectly, Controls, is Controlled by or is under common Control
               with Customer.

      1.1.24   Customer Associate Group - shall mean Customer Associates and any
               other person directly or indirectly receiving the benefit of
               Customer Services, including annuitants, retirees, former
               Customer Associates and other persons that receive the benefit of
               Customer Services through or on behalf of any such persons.

      1.1.25   Customer Associates - shall mean the employees of Customer or
               employees of Customer Affiliates.

      1.1.26   Customer Client Executive - shall have the meaning set forth in
               Section 11.1.

      1.1.27   Customer Data - shall have the meaning set forth in Section 15.1.

      1.1.28   Customer Information - shall mean, with respect to each Party,
               information about such Party's customers and their accounts.

      1.1.29   Customer Machines - shall mean the Machines owned or leased by
               Customer that are listed in Schedule L, as may be modified by
               agreement of the Parties from time to time during the Term.

      1.1.30   Customer Network - shall mean Customer's internal computing
               network.

      1.1.31   Customer Proprietary Software - shall mean (a) the Software
               (including modifications and derivatives thereof developed under
               this Agreement) owned by Customer and used in connection with the
               Customer Services and that is listed in Schedule F, as such
               Schedule may be modified by agreement of the Parties from time to
               time during the Term, and (b) any New Intellectual Property that
               is owned by Customer in accordance with the provisions of Section
               12.3 of this Agreement.

      1.1.32   Customer Representatives - shall mean the Customer Affiliates and
               the Subcontractors, designated suppliers and designated agents of
               Customer and Customer Affiliates, excluding Service Provider.

      1.1.33   Customer's Banking Regulatory Requirements - shall mean any Laws
               or regulations aimed at financial institutions or the financial
               industry, securities or the securities industry, brokers and
               dealers, the insurance industry or any other industry with
               respect to which Customer or Customer Affiliates now or in the
               future provides or offers to provide goods or services, excluding
               any portions thereof to the extent aimed at the Customer
               Services.

      1.1.34   Customer's Record Retention Policy - shall mean Customer's record
               retention policy as in effect and as revised from time to time
               and provided to Service Provider.

      1.1.35   Customer Service Locations - shall mean the service locations set
               forth in Schedule U.


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      1.1.36   Customer Services - shall mean the Services and Processes
               described in Schedule A, and any references in the Schedules to
               Services shall mean the Customer Services.

      1.1.37   Customer Software - shall mean the Customer Proprietary Software
               and the Customer Third Party Software, collectively.

      1.1.38   Customer Third Party Software - shall mean the Software licensed
               or leased by Customer from a third party (including modifications
               and derivatives thereof provided by such third party) that is
               used in connection with the Customer Services and listed in
               Schedule F, as such Schedule may be modified by agreement of the
               Parties from time to time during the Term.

      1.1.39   Customer Tools - shall mean (a) any and all ideas, concepts,
               know-how, development tools, methodologies, processes,
               procedures, technologies or algorithms that are based upon trade
               secrets or proprietary information of Customer and used in
               connection with the Customer Services and listed on Schedule F in
               accordance with Section 5.10, as such Schedule may be modified by
               agreement of the Parties from time to time during the Term, and
               (b) any New Tools that are owned by Customer in accordance with
               the provisions of Section 12.3 of this Agreement.

      1.1.40   Direct Damages Cap - shall have the meaning set forth in Section
               20.1.2.

      1.1.41   Dispute Notice - shall have the meaning set forth in Section
               18.1.

      1.1.42   ECI - shall mean the Employee Cost Index.

      1.1.43   Existing DRPs - shall have the meaning set forth in Section
               4.7.1.

      1.1.44   Fees - shall mean the fees paid by Customer to Service Provider
               as set forth in Schedule C.

      1.1.45   Fees at Risk - shall have the meaning set forth in Schedule C.

      1.1.46   Force Majeure Event - shall have the meaning set forth in Section
               22.8.

      1.1.47   FTEs - shall have the meaning set forth in Schedule C.

      1.1.48   Governmental Authority - shall mean any international, national,
               state, provincial, municipal, local, territorial or other
               governmental department, regulatory authority, judicial or
               administrative body, domestic, international or foreign.

      1.1.49   Indemnified Party - shall have the meaning set forth in Section
               19.4.

      1.1.50   Indemnifying Party - shall have the meaning set forth in Section
               19.4.

      1.1.51   In-Flight Project - shall mean those projects set forth and
               described in Schedule H.

      1.1.52   Initial Agreement Expiration Date - shall have the meaning set
               forth on the signature page.

      1.1.53   IT Migration - shall mean the migration of Customer's IT to the
               environment of Service Provider's current Subcontractor providing
               IT (as of the Agreement Date, [***]*) as described in Schedule G
               and, as of the Agreement Date, scheduled for [***]*.

      1.1.54   Key Performance Indicator - shall mean the performance level that
               must be met to avoid a Customer Associate, financial or business
               impact to Customer as further described in Schedule B.

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* Confidential information has been omitted.


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      1.1.55   Key Positions - shall mean the employment positions with Service
               Provider listed on Schedule N and referenced in Section 4.3.2.

      1.1.56   Large-Scale Conversion - shall mean a conversion [***]* that
               involves at least 50,000 employees and (c) that relates to
               payroll or call center processes.

      1.1.57   Law - shall mean any declaration, decree, directive, legislative
               enactment, order, ordinance, regulation, rule or other binding
               requirement of or by any Governmental Authority.

      1.1.58   Losses - shall mean any and all damages, fines, penalties,
               deficiencies, losses, liabilities (including settlements and
               judgments) and expenses (including interest, court costs,
               reasonable fees and expenses of attorneys, accountants and other
               experts or other reasonable fees and expenses of litigation or
               other proceedings or of any claim, default or assessment).

      1.1.59   Machines - shall mean computers and related equipment, including
               central processing units and other processors, controllers,
               modems, communications and telecommunications equipment (voice,
               data and video), cables, storage devices, printers, terminals,
               other peripherals and input and output devices, and other
               tangible mechanical and electronic equipment intended for the
               processing, input, output, storage, manipulation, communication,
               transmission and retrieval of information and data.

      1.1.60   Managed Agreements - shall have the meaning set forth in Section
               6.2.

      1.1.61   Minority-Owned Business Enterprise - shall mean a "for-profit"
               enterprise, regardless of size, physically located in the United
               States or its trust territories, which is at least fifty-one
               percent (51%) owned, operated and controlled by one or more
               members of a Minority Group who maintain United States
               citizenship.

      1.1.62   Minority Group - shall mean each of the following groups: Black
               Americans, Hispanic Americans, Native Americans (American
               Indians, Eskimos, Aleuts and native Hawaiians), Asian-Pacific
               Americans and other minorities as recognized by the Unites States
               Small Business Administration Office of Minority Small Business
               and Capital Ownership Development.

      1.1.63   New DRPs - shall have the meaning set forth in Section 4.7.2.

      1.1.64   New Intellectual Property - shall mean any (a) Software and (b)
               literary works or other works of authorship, including
               documentation, reports, drawings, charts, graphics and other
               written documentation, in each instance, that is/are created or
               developed by or with Service Provider for or on behalf of
               Customer pursuant to this Agreement in connection with In-Flight
               Projects or pursuant to Change Control Management.

      1.1.65   New Service(s) - shall mean (a) any service that is not expressly
               included in Schedule A but that Service Provider has the
               capability of performing or (b) Customer Services included in
               Schedule A but that [***]*.

      1.1.66   New Tools - shall mean shall mean any ideas, concepts, know-how,
               development tools, methodologies, processes, procedures,
               technologies or algorithms, in each case, that is/are created or
               developed by or with Service Provider for or on behalf of
               Customer pursuant to this Agreement.

      1.1.67   Parties - shall mean Customer and Service Provider, collectively.

      1.1.68   Party - shall mean either Customer or Service Provider, as the
               case may be.

      1.1.69   [***]* - shall mean the upgrade from [***]* to [***]* as
               described in Schedule G and, as of the Agreement Date, scheduled
               for [***]*.

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      1.1.70   Process - shall mean each of the following general functions
               related to the Customer Services as described in Schedule A: (a)
               "Benefits", (b) "Payroll", (c) "Customer Associate Data and
               Records Management", (d) "Information Technology and Information
               Services", (e) "Policy and Legal Compliance", (f) "Accounts
               Payable", (g) "Travel and Expense Claim Processing" and (h)
               "Asset Management Services".

      1.1.71   Process Effective Date - shall mean, with respect to any Process,
               the date on which Service Provider assumes management of and
               becomes responsible for such Process.

      1.1.72   Project FTEs - shall have the meaning set forth in Schedule C.

      1.1.73   Project Staff - shall mean the employees of Service Provider and
               Service Provider Representatives who provide the Customer
               Services.

      1.1.74   Related Documentation - shall mean, with respect to Software, all
               materials, documentation, specifications, technical manuals, user
               manuals, flow diagrams, file descriptions and other written
               information that describes the function and use of such Software,
               as applicable.

      1.1.75   Renewal Period - shall have the meaning set forth in Section 2.2.

      1.1.76   Reporting Service Levels - shall mean the quantitative and
               qualitative performance levels used to measure Service Provider's
               performance of Customer Services as further described in Schedule
               B.

      1.1.77   Representatives - shall mean Customer Representatives or Service
               Provider Representatives, as the case may be.

      1.1.78   SEC - shall have the meaning set forth in Section 16.3.

      1.1.79   Service Levels - shall mean the Reporting Service Levels and the
               Key Performance Indicators, collectively.

      1.1.80   Service Provider - shall mean Exult, Inc., a Delaware
               corporation, having its principal place of business at 4 Park
               Plaza, Suite 1000, Irvine, California 92614.

      1.1.81   Service Provider Affiliate - shall mean any entity that, directly
               or indirectly, Controls, is Controlled by or is under common
               Control with Service Provider.

      1.1.82   Service Provider Client Executive - shall have the meaning set
               forth in Section 4.3.1.

      1.1.83   Service Provider Proprietary Software - shall mean (a) the
               Software (including modifications and derivatives thereof
               developed under this Agreement) owned by Service Provider and
               used in connection with the Customer Services and that is listed
               in Schedule E, as such Schedule may be modified by agreement of
               the Parties from time to time during the Term, and (b) any New
               Intellectual Property that is owned by Service Provider in
               accordance with the provisions of Section 12.3 of this Agreement.

      1.1.84   Service Provider Representatives - shall mean Service Provider
               Affiliates and the Subcontractors, designated suppliers and
               designated agents of Service Provider and Service Provider
               Affiliates, excluding Customer.

      1.1.85   Service Provider Software - shall mean the Service Provider
               Proprietary Software and the Service Provider Third Party
               Software, collectively.

      1.1.86   Service Provider Third Party Software - shall mean the Software
               licensed or leased by Service Provider from a third party
               (including modifications and derivatives thereof provided by such
               third party) that is used in connection with the Customer
               Services and listed in Schedule E, as such Schedule may be
               modified by agreement of the Parties from time to time during the
               Term.


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      1.1.87   Service Provider Tools - shall mean (a) any and all ideas,
               concepts, know-how, development tools, methodologies, processes,
               procedures, technologies or algorithms that are based upon trade
               secrets or proprietary information of Service Provider and used
               in connection with the Customer Services and listed on Schedule E
               in accordance with Section 5.10, as such Schedule may be modified
               by agreement of the Parties from time to time during the Term,
               and (b) any New Tools that are owned by Service Provider in
               accordance with the provisions of Section 12.3 of this Agreement.

      1.1.88   Services - as used in the Schedules, shall mean the Customer
               Services.

      1.1.89   Software - shall mean the object and source code versions of any
               applications programs, operating system software, computer
               software languages, utilities, other computer programs and
               Related Documentation, in whatever form or media, including the
               tangible media upon which such applications programs, operating
               system software, computer software languages, utilities, other
               computer programs and Related Documentation are recorded or
               printed.

      1.1.90   Steering Committee - shall mean the committee of persons agreed
               to by the Parties' respective Client Executives as described in
               Section 4.6.

      1.1.91   Subcontractors - shall mean (a) with respect to Service Provider
               and Service Provider Affiliates, any entity that is contractually
               obligated to provide or assist Service Provider in the provision
               of Customer Services, other than Customer and Customer
               Affiliates, and (b) with respect to Customer and Customer
               Affiliates, any entity that is contractually obligated to provide
               or assist in the provision of any services to Customer, Customer
               Affiliates or their respective customers, other than Service
               Provider and Service Provider Affiliates.

      1.1.92   Systems - shall mean the Software and the Machines, collectively,
               used to provide the Customer Services.

      1.1.93   Term - shall have the meaning set forth in Section 2.1.

      1.1.94   Termination Assistance Period - shall have the meaning set forth
               in Section 3.5.2.

      1.1.95   Termination Assistance Plan - shall mean a mutually developed and
               agreed to plan pursuant to which Service Provider shall provide
               the Termination Assistance Services in accordance with Section
               3.5 of this Agreement, which plan shall address (a) the
               Termination Assistance Services to be provided during the
               Termination Assistance Period, (b) the duration of the
               Termination Assistance Period, (c) the obligations of each Party
               during the Termination Assistance Period and (d) such other
               matters as the Parties deem appropriate.

      1.1.96   Termination Assistance Services - shall have the meaning set
               forth in Section 3.5.1.

      1.1.97   [***]* Conversion - shall mean the conversion of Customer's
               payroll processes [***]*, as described in Schedule G and, as of
               the Agreement Date, scheduled for [***]*.

      1.1.98   Third Party Contracts - shall mean the Managed Agreements and the
               Assigned Agreements, collectively.

      1.1.99   Threshold Limits - shall mean a change in the aggregate volume of
               Customer Services provided to Customer that is [***]* as
               described in Schedule C.

      1.1.100  Tools - shall mean each and all of the Customer Tools, Service
               Provider Tools and New Tools.

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      1.1.101  Transition Period - shall mean the time period commencing on the
               Agreement Date and ending on the scheduled date of completion of
               the IT Migration [***]**, as such date may be changed by mutual
               agreement of the Parties.

      1.1.102  Transition Plan - shall mean the detailed description of the
               obligations, activities, tasks and associated resources of each
               party in respect of the transition of the Customer Services
               pursuant to this Agreement as set forth in Schedule G, as such
               plan may be modified by mutual agreement of the Parties during
               the Transition Period.

      1.1.103  Use - shall mean the right to load, execute, store, transmit,
               display, copy, maintain, modify, enhance, create derivative
               works, make and have made.

      1.1.104  Women-Owned Business Enterprise - shall mean a "for-profit"
               enterprise, regardless of size, located in the United States or
               its trust territories, which is at least fifty-one percent (51%)
               owned, operated and controlled by a female of United States
               citizenship.

1.2   Interpretation:

      1.2.1    The Schedules to this Agreement shall be incorporated into and
               deemed part of this Agreement and all references to this
               Agreement shall include the Schedules to this Agreement. As used
               in the Schedules, the term "Services" shall mean the Customer
               Services.

      1.2.2    The Section headings, Table of Contents and Table of Schedules
               are for reference and convenience only and shall not be
               considered in the interpretation of this Agreement.

      1.2.3    In the event of a conflict between the terms of Section 1.0
               through Section 22.0 of this Agreement (the "Core Terms") and the
               terms of a Schedule, the Core Terms shall prevail. In addition,
               in the event either Party identifies a conflict between the Core
               Terms and the terms of any Schedule, such Party shall notify the
               other Party, and the Parties shall use Change Control Management
               to address such conflict.

      1.2.4    For purposes of this Agreement, (a) the terms "including" and
               "e.g." shall mean "including, without limitation" and (b)
               references to days or time periods shall be to calendar days or
               calendar time periods unless otherwise expressly stated.

2.0   TERM OF AGREEMENT AND RENEWALS:

2.1   Term of Agreement: The term of this Agreement shall commence on the
      Agreement Date and continue until the Initial Agreement Expiration
      Date, and shall be renewed or expire in accordance with the provisions
      of Section 2.2 or terminated pursuant to Section 3.0 (the "Term").

2.2   Renewal: Upon the Initial Agreement Expiration Date and the expiration
      of each Renewal Period, this Agreement shall automatically renew for a
      one-year renewal period (each a "Renewal Period") or expire in
      accordance with Section 2.2.1 or Section 2.2.2, as applicable.

      2.2.1    Unless this Agreement is terminated earlier, Customer shall
               notify Service Provider at least [***]* prior to the Initial
               Agreement Expiration Date or, if in a Renewal Period, at least
               [***]* prior to the expiration date of such Renewal Period, as to
               whether Customer desires not to renew this Agreement, otherwise,
               this Agreement shall be automatically renewed for one Renewal
               Period on and subject to the same terms and conditions set forth
               herein; provided, however, unless Customer notifies Service
               Provider pursuant to this Section 2.2.1 that it does not desire
               to renew this Agreement, upon notice from Service Provider at
               least [***]* prior to the Initial Agreement Expiration Date or
               expiration of the then-current Renewal Period, as applicable, the
               Parties shall meet to negotiate in good faith the terms and
               conditions that shall be applicable to any upcoming Renewal
               Period.

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      2.2.2    Unless this Agreement is terminated earlier, if Customer provides
               Service Provider with notice pursuant to Section 2.2.1 at least
               [***]* prior to the Initial Agreement Expiration Date or the
               expiration of the then-current Renewal Period, as applicable,
               that it does not desire to renew this Agreement, then this
               Agreement shall expire on the Initial Agreement Expiration Date
               or the expiration of such Renewal Period, as applicable, and
               Service Provider shall provide the Termination Assistance
               Services in accordance with the Termination Assistance Plan and
               Section 3.5.

3.0 TERMINATION:

3.1   Termination By Service Provider:

      3.1.1    Service Provider shall have the right to terminate this Agreement
               for cause if Customer fails to pay any undisputed amounts payable
               under this Agreement when due and does not cure such default
               within [***]* after receipt of notice of default from Service
               Provider, in which case, unless otherwise agreed by the Parties,
               this Agreement shall terminate [***]* after the date of
               expiration of the [***]* cure period, and Service Provider shall
               provide the Termination Assistance Services pursuant to the
               Termination Assistance Plan and Section 3.5.

      3.1.2    Service Provider shall have the right to terminate this Agreement
               for cause if Customer fails to perform any of its material
               non-monetary obligations under this Agreement and does not cure
               such default within [***]* after receipt of notice of default
               from Service Provider; provided, however, that in the event a
               default under this Section 3.1.2 cannot reasonably be cured
               within such [***]* period, the time to cure the default shall
               extend for up to [***]* from the date on which the notice of
               default was received by Customer but only if Customer has
               provided to Service Provider a mutually agreed to plan to cure
               such default and promptly commences to implement such plan. In
               the event Customer does not cure a default under this Section
               3.1.2 within the [***]* cure period, as applicable, unless
               otherwise agreed by the Parties, this Agreement shall terminate
               [***]* after the date of expiration of the [***]* cure period, as
               applicable, and Service Provider shall provide the Termination
               Assistance Services pursuant to the Termination Assistance Plan
               and Section 3.5.

3.2   Termination By Customer:

      3.2.1    Termination of Agreement for Cause. In addition to any other
               express provisions in this Agreement (including, if applicable,
               Schedule B) pursuant to which Customer may terminate this
               Agreement, Customer shall have the right to terminate this
               Agreement in its entirety for cause if Service Provider
               materially fails to perform any of its material obligations under
               this Agreement [including its obligations to perform the Call
               Center Conversion (scheduled for [***]*), the [***]* Conversion
               (scheduled for [***]*), [***]* (scheduled for [***]*), and the
               [***]* (scheduled for [***]*), in each case in accordance with
               Schedule G and by its scheduled date, as such date may be
               adjusted by mutual agreement of the Parties during the Transition
               Period] and does not cure such default within [***]* after
               receipt of notice of default from Customer; provided, however,
               that in the event a default under this Section 3.2.1 cannot
               reasonably be cured within such [***]* period, the time to cure
               the default shall extend for up to [***]* from the date on which
               the notice of default was received by Service Provider but only
               if Service Provider has provided to Customer a mutually agreed to
               plan to cure such default and promptly commences to implement
               such plan. In the event Service Provider does not cure a default
               under this Section 3.2.1 within the [***]* cure period, as
               applicable, and Customer desires to terminate this Agreement
               after the [***]* cure period, as applicable, Customer shall,
               unless otherwise agreed by the Parties, provide Service Provider
               with a notice of termination and this Agreement shall terminate
               on the date set forth in such notice (which date shall not be
               later than the date that is [***]* after the expiration of the
               [***]* cure period, as applicable), and Service Provider shall
               provide the Termination Assistance Services pursuant to the
               Termination Assistance Plan and Section 3.5; provided, however,
               if Customer provides Service Provider with notice of termination
               pursuant to this Section 3.2.1 before completion of the
               Transition Period, unless otherwise agreed by the Parties, this
               Agreement shall terminate on the date of receipt of such notice
               of termination, and Service Provider shall provide the
               Termination Assistance Services pursuant to the Termination
               Assistance Plan and Section 3.5.

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                                       11
<PAGE>   12

      3.2.2    Termination of a Process for Cause. In addition to any other
               express provisions in this Agreement (including, if applicable,
               Schedule B) pursuant to which Customer may terminate this
               Agreement, Customer shall have the right to terminate a Process
               for cause if Service Provider materially fails to perform its
               material obligations with respect to such Process and does not
               cure such default within [***]* after receipt of notice of
               default from Customer; provided, however, that in the event a
               default under this Section 3.2.2 cannot reasonably be cured
               within such [***]* period, the time to cure the default shall
               extend for up to [***]* from the date on which the notice of
               default was received by Service Provider but only if Service
               Provider has provided to Customer a mutually agreed to plan to
               cure such default and promptly commences to implement such plan.
               In the event Service Provider does not cure a default under this
               Section 3.2.2 within the [***]* cure period, as applicable, and
               Customer desires to terminate the Process after the [***]* cure
               period, as applicable, Customer shall, unless otherwise agreed by
               the Parties, provide Service Provider with a notice of
               termination and such Process shall terminate on the date set
               forth in such notice (which date shall not be later than the date
               that is [***]* after the expiration of the [***]* cure period, as
               applicable), and Service Provider shall provide the Termination
               Assistance Services pursuant to the Termination Assistance Plan
               and Section 3.5; provided, however, if Customer provides Service
               Provider with notice of termination pursuant to this Section
               3.2.2 before completion of the Transition Period, unless
               otherwise agreed by the Parties, such Process shall terminate on
               the date of receipt of such notice of termination, and Service
               Provider shall provide the Termination Assistance Services
               pursuant to the Termination Assistance Plan and Section 3.5. If
               Customer terminates a Process in accordance with the provisions
               of this Section 3.2.2, the Parties shall use Change Control
               Management to address the impact of such termination on the other
               Customer Services to be provided under this Agreement.

      3.2.3    Termination for Convenience. Customer shall have the right to
               terminate this Agreement for convenience any time after the date
               that is [***]* after the Agreement Date by giving Service
               Provider notice of the termination at least [***]* prior to the
               effective date of the termination specified in such notice.

               [***]*

3.3   Bankruptcy:

      3.3.1    In the event that either Customer or Service Provider:

               (a) shall admit in writing its inability to, or be generally
                   unable to, pay its debts as such debts become due; or

               (b) shall (1) apply for or consent to the appointment of, or the
                   taking of possession by, a receiver, custodian, trustee,
                   examiner or liquidator of itself or of all or a substantial
                   part of its property or assets, (2) make a general assignment
                   for the benefit of its creditors, (3) commence a voluntary
                   case under Title 11 of the United States Code, 11 U.S.C.
                   Sections 101-1330, as amended from time to time (the
                   "Bankruptcy Code"), (4) file a petition seeking to take
                   advantage of any other law relating to bankruptcy,
                   insolvency, reorganization, liquidation, dissolution,
                   arrangement or winding-up, or composition or readjustment of
                   debts, (5) fail to controvert in a timely and appropriate
                   manner, or acquiesce in writing to, any petition filed
                   against it in an involuntary case under the Bankruptcy Code
                   or (6) take any corporate action for the purpose of effecting
                   any of the foregoing;

      then the other Party may, by giving notice thereof to such Party,
      terminate this Agreement effective as of the date specified in such
      termination notice.

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                                       12
<PAGE>   13

      3.3.2    In the event that:

               (a) a proceeding or case shall be commenced, without the
                   application or consent of either Customer or Service
                   Provider, as applicable, in any court of competent
                   jurisdiction, seeking (1) its reorganization, liquidation,
                   dissolution, arrangement or winding-up, or the composition or
                   readjustment of its debts, (2) the appointment of a receiver,
                   custodian, trustee, examiner, liquidator or the like of such
                   Party or of all or any substantial part of its property or
                   assets or (3) similar relief in respect of such Party under
                   any law relating to bankruptcy, insolvency, reorganization,
                   winding-up, or composition or adjustment of debts, and such
                   proceeding or case shall continue undismissed, or an order,
                   judgment or decree approving or ordering any of the foregoing
                   shall be entered and continue unstayed and in effect, for a
                   period of [***]* days; or

               (b) an order for relief against such Party shall be entered in an
                   involuntary case under the Bankruptcy Code;

      then the other Party may, in its sole discretion by giving notice thereof
      to such Party, terminate this Agreement effective as of the date specified
      in such termination notice.

3.4   Termination Fees:

      3.4.1    Termination Fees for Convenience. In the event Customer
               terminates this Agreement pursuant to Section 3.2.3 and the
               effective date of the termination occurs during [***]*, Customer
               shall pay the termination fees under this Agreement identified in
               Section 7.1 of Schedule C. Such termination fees shall be based
               on the date of termination and shall be due and payable upon the
               effective date of the termination; provided, however, if Customer
               requests additional Termination Assistance Services pursuant to
               Section 3.5.3 because Service Provider failed to comply with its
               obligations set forth in the Termination Assistance Plan, such
               termination fees shall be due and payable on the last day Service
               Provider provides Termination Assistance Services. Customer shall
               not be obligated to pay any termination fees under this Agreement
               in the event Customer terminates this Agreement pursuant to
               Section 3.2.3 and the effective date of the termination occurs
               during [***]*.

      3.4.2    Termination Fees for Change of Control. In the event Customer
               terminates this Agreement pursuant to Section 3.2.4, Customer
               shall pay the termination fees under this Agreement identified in
               Section 7.2 of Schedule C. Such termination fees shall be due and
               payable upon the effective date of the termination; provided,
               however, if Customer requests additional Termination Assistance
               Services pursuant to Section 3.5.3 because Service Provider
               failed to comply with its obligations set forth in the
               Termination Assistance Plan, such termination fees shall be due
               and payable on the last day Service Provider provides Termination
               Assistance Services.

      3.4.3    Termination for Cause or Bankruptcy. Customer shall not be
               obligated to pay any termination fees under this Agreement in the
               event Customer terminates this Agreement pursuant to Section
               3.2.1, Section 3.2.2 or Section 3.3.

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                                       13
<PAGE>   14

3.5   Termination Assistance:

      3.5.1    If (a) all payments due to Service Provider under this Agreement
               have been paid and (b) Customer has requested termination
               assistance (1) [***]* prior to the Initial Agreement Expiration
               Date or the expiration of the then current Renewal Period, as
               applicable, or (2) within [***]* after receiving or giving any
               notice of termination under this Agreement, the Parties shall
               promptly meet after the date on which Customer requests
               termination assistance to mutually develop and agree to a
               Termination Assistance Plan pursuant to which Service Provider
               shall provide to Customer the services set forth in Schedule T
               (the "Termination Assistance Services") in accordance with this
               Section 3.5.

      3.5.2    Unless otherwise agreed by the Parties, Service Provider shall
               provide the Termination Assistance Services for [***]* the
               effective date of the termination or expiration of (a) this
               Agreement, (b) any Process or (c) any Customer Service pursuant
               to Section 19.1.2, and in each case as set forth in the
               Termination Assistance Plan, [***]*; provided, however, in the
               event of any termination of this Agreement or any Process during
               the Transition Period or termination of any Customer Service
               resulting from infringement claims pursuant to Section 19.1.2,
               Service Provider shall provide the Termination Assistance
               Services for [***]* the effective date of such termination as set
               forth in the Termination Assistance Plan, [***]*; provided
               further, however, that to the extent such Termination Assistance
               Services cause Service Provider to use resources beyond those
               otherwise then being provided by Service Provider as part of the
               Customer Services or incur additional costs, such Termination
               Assistance Services shall be provided [***]* as described in
               Schedule C. The period during which the Termination Assistance
               Services are provided shall be referred to as the "Termination
               Assistance Period".

      3.5.3    In addition to the Termination Assistance Services to be provided
               pursuant to Section 3.5.2, above, Service Provider shall, at
               Customer's request, provide the Termination Assistance Services
               for [***]* the date Service Provider ceases providing Termination
               Assistance Services pursuant to Section 3.5.2 in accordance with
               the Termination Assistance Plan [***]*; provided, however, in the
               event and to the extent Customer requests Termination Assistance
               Services pursuant to this Section 3.5.3 because Service Provider
               failed to comply with its obligations set forth in the
               Termination Assistance Plan, such Termination Assistance Services
               shall be provided [***]*.

      3.5.4    Upon commencement of the Termination Assistance Period, Service
               Provider shall be required to comply with the Service Levels as
               may be adjusted pursuant to the mutually developed and agreed to
               Termination Assistance Plan.

3.6   Exit Rights:

      3.6.1    During the Termination Assistance Period:

               (a) Service Provider shall provide the Termination Assistance
                   Services during the Termination Assistance Period in
                   accordance with the Termination Assistance Plan and Section
                   3.5; and

               (b) [***]*

      3.6.2    Upon expiration or termination of this Agreement:

               (a) each Party shall have the rights granted to such Party in
                   Section 12.0; and

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                                       14
<PAGE>   15

               (b) upon Customer's request, with respect to any contracts
                   applicable to the Customer Services being provided to
                   Customer on a dedicated, full-time basis for maintenance,
                   disaster recovery services and other necessary third party
                   services being used by Service Provider to perform the
                   Customer Services as of the date of the expiration or
                   termination of this Agreement, Service Provider shall use
                   commercially reasonable efforts to transfer or assign such
                   agreements to Customer or its designee, on terms and
                   conditions acceptable to both Parties; provided, however,
                   that Customer provided Service Provider with reasonable
                   notice prior to entering into such contracts that Customer
                   may desire such transfer or assignment and Customer pays any
                   costs associated with such transfer or assignment.

4.0   SCOPE OF AGREEMENT; CUSTOMER SERVICES:

4.1   Generally:

      4.1.1    Commencing as of the Agreement Date and continuing throughout the
               Term, [***]* Customer and Customer Affiliates shall purchase from
               Service Provider, the Customer Services described in Schedule A
               as of the Agreement Date, all upon and subject to the terms and
               conditions set forth in this Agreement. Customer may not remarket
               or resell, and shall prevent Customer Affiliates from remarketing
               or reselling, all or any portion of the Customer Services
               provided under this Agreement or make all or any portion of the
               Customer Services available to any party other than Customer and
               Customer Affiliates, without Service Provider's consent.

      4.1.2    The Parties acknowledge that Service Provider is not and, unless
               otherwise agreed by the Parties, shall not be, the exclusive
               provider of (a) any Customer Services terminated in accordance
               with the provisions of this Agreement, [***]*.

      4.1.3    [***]*; provided, however, in the event the such scheduled dates
               for either [***]* are changed by or because of Customer, Service
               Provider shall only be required to obtain Customer's approval
               before performing Large-Scale Conversions during [***]*, as
               applicable, and shall use commercially reasonable efforts to
               otherwise accommodate Customer with respect to [***]*, as the
               case may be, on the rescheduled dates.

4.2   Service Locations:

      4.2.1    Service Provider may maintain Project Staff at the Customer
               Service Locations.

      4.2.2    Each Party, while on the other Party's premises, shall (a)
               comply, and cause its respective Representatives to comply with,
               the reasonable requests, standard rules and regulations of such
               other Party regarding security, safety and health and personal
               and professional conduct generally applicable to such premises
               (and of which such Party has received prior notice) and (b)
               otherwise conduct themselves in a businesslike manner.

4.3   Service Provider Employees:

      4.3.1    During the Term, Service Provider shall maintain an individual
               (the "Service Provider Client Executive") who shall serve as the
               primary representative of Service Provider under this Agreement.
               The Service Provider Client Executive shall be an employee of
               Service Provider and shall (a) have overall responsibility for
               managing and coordinating the performance of Service Provider's
               obligations under this Agreement and (b) be authorized to act for
               and on behalf of Service Provider with respect to all matters
               relating to this Agreement or shall have access to and seek
               authorization from another employee of Service Provider with the
               proper authority to so act. In the event the Service Provider
               Client Executive shall be absent or otherwise unable to perform
               its duties for an extended period of time, then Service Provider
               shall identify an alternate Service Provider Client Executive who
               shall have the same duties and authority to act as the Service
               Provider Client Executive.

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                                       15
<PAGE>   16

      4.3.2    [***]* Notwithstanding the foregoing, nothing herein shall
               prevent Service Provider from [***]* as of the Agreement Date
               [***]* in the event such person (a) [***]* from Service Provider,
               (b) is [***]* by Service Provider [***]* (e.g., [***]*), (c)
               [***]* his or her duties and responsibilities pursuant to this
               Agreement as determined by Service Provider or (d) [***]*;
               provided, however, Service Provider shall provide Customer notice
               prior to [***]* pursuant to clause (c) of this Section 4.3.2.

      4.3.3    If, in the performance of the Customer Services, Service Provider
               in good faith believes that the health or safety of the Project
               Staff is placed at unacceptable risk, Service Provider reserves
               the right, upon prior notice to Customer, to suspend the
               performance of the Customer Services (without incurring
               liability) for as long as such risk continues; provided, however,
               Service Provider shall not be required to provide prior notice of
               such suspension of performance in the event of an emergency, as
               reasonably determined by Service Provider, so long as Service
               Provider provides Customer with notice of such suspension of
               performance as soon as reasonably practicable and cooperates with
               Customer to resolve the problem. [***]*

      4.3.4    Service Provider shall appoint individuals to the Project Staff
               with suitable training and skills to perform the Customer
               Services.

      4.3.5    In the event Customer determines that a particular member of the
               Project Staff is not conducting himself or herself in accordance
               with this Agreement, Customer may notify Service Provider of such
               conduct. Upon receipt of such notice, Service Provider shall
               promptly investigate the matter and take appropriate action which
               may include (a) removing the applicable person from the Project
               Staff and providing Customer with prompt notice of such removal,
               and replacing the applicable person with a similarly qualified
               individual or (b) taking other appropriate disciplinary action to
               prevent a recurrence. In the event there are repeat violations of
               these provisions by a particular member of the Project Staff,
               Service Provider shall promptly remove the individual from the
               Project Staff.

      4.3.6    In the event Customer determines and notifies Service Provider
               that, or Service Provider determines and notifies Customer that,
               a particular member of the Project Staff has engaged in an act of
               fraud, dishonesty or breach of trust, Service Provider shall
               immediately remove such individual from Customer's premises and
               account.

      4.3.7    Service Provider shall notify Customer of any action taken
               pursuant to Section 4.3.6 as soon as reasonably practicable.
               Following such notice, at the request of Customer and to the
               extent permitted by law, Service Provider shall cooperate with
               investigations relating to such action conducted by or on behalf
               of Customer.

      4.3.8    Service Provider shall not knowingly, [***]* permit a Service
               Provider Representative to have access to the Customer Service
               Locations or records or data of Customer that are within Service
               Provider's control if Service Provider knows such Service
               Provider Representative (a) has been convicted of a crime for, or
               has agreed to or entered into a pre-trial diversion or similar
               program with respect to, (1) a dishonest act or breach of trust
               as set forth in Section 19 of the Federal Deposit Insurance Act
               (12 U.S.C. 1829(a)) or (2) a felony, or (b) uses illegal drugs.

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                                       16
<PAGE>   17

4.4   Market Awareness: Service Provider shall periodically meet with Customer
      in accordance with the procedures agreed upon by the Parties to inform
      Customer of any new services related to the Customer Services that Service
      Provider is developing or trends of which Service Provider becomes aware
      that could reasonably be expected to have an impact on Customer's
      business. The acquisition and implementation of any such new service by
      Service Provider at Customer's request shall be through the process set
      forth in Section 10.1.

4.5   Human Resources: The transition of the Customer Associates set forth on
      Schedule I to Service Provider shall be effected in accordance with the
      terms of Schedule J. Neither Party's personnel is eligible to participate
      in any of the employee benefits or similar programs of the other Party.
      Each Party shall inform all of its personnel, in the case of the Service
      Provider providing Customer Services and in the case of Customer receiving
      the Customer Services or assisting Service Provider in the delivery of the
      Customer Services, that they will not be considered employees of the other
      Party for any purpose, and that such other Party shall not be liable to
      any of them as an employer in any amount for any claims or causes of
      action arising out of or relating to their assignment in connection with
      this Agreement or release therefrom.

4.6   Steering Committee Meetings: Within 60 days after the Agreement Date, the
      Parties shall jointly determine a set of Steering Committee meetings to be
      held between representatives of Service Provider and Customer. At a
      minimum, the Steering Committee shall meet on a quarterly basis or as
      otherwise agreed by the Client Executives. For each meeting the Client
      Executives shall agree to and publish an agenda sufficiently in advance of
      the meeting to allow meeting participants a reasonable opportunity to
      prepare for the meeting. The number of members, names of initial members,
      chairman, responsibilities of individual members and mission statement of
      the Steering Committee shall be agreed to by the Client Executives and set
      forth in the Transition Plan.

4.7   Disaster Recovery:

      4.7.1    Commencing on the date Service Provider is responsible for
               providing Customer Services in respect of a Process, Service
               Provider shall follow Customer's existing Disaster Recovery Plans
               ("Existing DRPs"), to the extent relating to Customer Services,
               that have been previously provided to Service Provider in
               writing.

      4.7.2    As part of the Transition Plan, Customer and Service Provider
               agree to use Change Control Management to (a) confirm or modify
               the Existing DRPs and/or (b) develop new Disaster Recovery Plans
               ("New DRPs"), in each case in respect of the Customer Services
               and as agreed to by the Parties. Any fees applicable to any
               disaster recovery services beyond commonly accepted industry
               standards shall be agreed upon in accordance with Change Control
               Management.

4.8   Account Management: Throughout the Term, the Parties' respective Client
      Executives shall meet periodically, at such intervals as they may deem
      advisable and in any event at least monthly or as otherwise agreed by the
      Client Executives and set forth in the Transition Plan, to review their
      respective performances under this Agreement. All such meetings shall take
      place at mutually agreeable locations, or if mutually agreed, by telephone
      conference call or video conference, and the results of such meetings
      shall be communicated to the Steering Committee at its next meeting
      following such meeting.

4.9   Notification of [***]*: Service Provider shall promptly notify Customer
      upon the occurrence of a [***]*.

4.10  [***]* Operating Platform: Service Provider shall not move away from the
      [***]* Operating Platform during [***]* without Customer's prior consent.

4.11  In-Flight Projects:

      4.11.1   In-Flight Projects Generally. In accordance with the Fees set
               forth on Schedule C, Service Provider shall provide the project
               management and related services and In-Flight Project
               deliverables described in Schedule H in connection with the
               In-Flight Projects.

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                                       17
<PAGE>   18

      4.11.2   [***]* Conversion. To the extent the [***]* Conversion cannot be
               completed pursuant to Schedule H with the Project FTEs, Service
               Provider shall provide up to [***]* to work on the [***]*
               Conversion, and Service Provider shall invoice Customer for any
               additional costs incurred by Service Provider in connection with
               completing the [***]* Conversion. In the event the value of the
               FTEs required to complete the [***]* Conversion is less than
               [***]*, Service Provider shall have no obligation to utilize or
               otherwise apply the difference to or in connection with the
               performance of the Customer Services, any In-Flight Project or
               any other project.

4.12  Performance Covenant: Service Provider shall perform its obligations set
      forth in Section 7.1 and agrees to perform such obligations and all other
      Customer Services in a manner that meets Customer's requirements as
      specifically set forth in and in accordance with the provisions of this
      Agreement.

4.13  Internet Portal. Customer shall, at its expense, obtain, maintain and make
      available to Service Provider, and Service Provider shall use, [***]*.

5.0   PRICING, FEES AND RELATED MATTERS:

5.1   Fees: In consideration of Service Provider providing the Customer
      Services, Customer shall pay to Service Provider the Fees set forth in
      Schedule C in accordance with the terms and conditions of this Agreement,
      as may be adjusted from time to time pursuant to the terms of this
      Agreement.

5.2   Time of Payment:

      5.2.1    [***]* Invoices. Service Provider shall deliver an invoice on or
               about [***]* for (a) the Customer Services to be performed during
               [***]* and (b) the Customer Services performed by Service
               Provider during any [***]* and for which Service Provider has not
               invoiced Customer. Each such invoice submitted to Customer
               pursuant to this Section 5.2.1 shall be due within [***]* of
               receipt by Customer.

      5.2.2    Other Invoices. Any sum due Service Provider pursuant to this
               Agreement for which a time of payment is not otherwise specified
               shall be due and payable [***] receipt by Customer of an invoice
               from Service Provider.

      5.2.3    All invoices shall be submitted in duplicate to Customer at 401
               North Tryon Street, NCI-021-02-19, Charlotte, North Carolina
               28255. At least [***]* the delivery of any invoice pursuant to
               this Agreement, the Parties' Client Executives or their designees
               shall meet to discuss any extraordinary items or adjustments
               anticipated by either Party to be included in such invoice.

      5.2.4    All amounts payable under this Agreement shall be paid in U.S.
               dollars.

5.3   Disputed Amounts: If Customer, in good faith, disputes the accuracy of any
      invoice charges, Customer shall pay the invoice in accordance with Section
      5.2 of this Agreement and reserve its rights with respect to the disputed
      amounts. If the Parties have not resolved the dispute within [***]* the
      invoice containing the disputed amount, Service Provider shall [***]* and
      either Party may pursue its rights under Section 18.0 of this Agreement.

5.4   Expenses:

      5.4.1    Customer shall reimburse Service Provider, as a pass-through for
               all travel expenses, living, hotel and transportation allowances
               and other normally reimbursable expenses and allowances for any
               member of the Project Staff, for travel outside the scope of
               travel in connection with the customary and normal provision of
               the Customer Services, all as reasonably incurred and in
               accordance with Service Provider's generally applicable personnel
               practices and procedures. All such expenses in excess of [***]*
               shall be pre-approved by Customer and documented through mutually
               defined account management procedures. Service Provider shall
               comply with Customer's travel policies of which Service Provider
               has been provided reasonable prior notice.


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                                       18
<PAGE>   19

      5.4.2    The Fees and the Service Levels each relate to normal expected
               operation. Customer recognizes that in the event of a single,
               short-term event caused by Customer or Customer Representatives
               occurring outside of normal business hours, Service Provider may
               incur additional costs and expenses to ensure continuation of the
               Customer Services, including by providing the Customer Services
               from the premises of a third party. If such resources or costs
               are reasonable in the light of such an event, [***]*.

5.5   Proration: All periodic charges under this Agreement are to be computed on
      a calendar month basis and shall be prorated on a per diem basis for any
      partial month.

5.6   Extraordinary Changes in Workload: In the event that the volume of
      Customer Services delivered to Customer fall outside the Threshold Limits
      at any time [***]*, or Customer notifies Service Provider of any
      anticipated event or events that Customer believes may result in a
      sustained increase or decrease in the volume of Customer Services
      delivered to Customer, the Parties shall use Change Control Management to
      accommodate the extraordinary increase or decrease of resource
      requirements in a cost-effective manner, which may include (a) a net
      increase or decrease in Service Provider's aggregate costs of and
      applicable Fees relating to performing the Customer Services that are
      caused by the extraordinary change (excluding increases or decreases
      attributable to Service Provider's performance); (b) acquisition or
      disposition of assets and other similar costs of additions to or
      reductions from Customer Services and (c) a reasonable allowance for
      profit upon the net change in costs. Upon completion of Change Control
      Management, the Parties shall make any applicable adjustments to the
      Schedules as set forth in the Change Order signed by the Parties.

5.7   Cost of Living Adjustment: Commencing with Fees payable on [***]* and for
      Fees payable thereafter, the portion of the Fees attributable to [***]*
      shall be subject to a cost of living adjustment based on [***]*. Payment
      of such cost of living adustment shall be allocated between the Parties in
      accordance with Section 8 of Schedule C. Notwithstanding the foregoing, if
      there is no increase in the ECI for any period measured, there shall be no
      cost of living adjustment with respect to the Fees.

5.8   No Rights of Set-Off: Customer shall not have the right to deduct any
      amounts owed by Service Provider to Customer from the Fees or the expenses
      owed by Customer to Service Provider under this Agreement. Notwithstanding
      the immediately preceding sentence, Customer shall have the right to
      deduct from the Fees or the expenses owed by Customer to Service Provider
      under this Agreement the following amounts, so long as (a) such amounts
      have been finally and fully determined to be owed by Service Provider to
      Customer in accordance with this Agreement and (b) Service Provider fails
      to credit or refund such amounts to Customer in accordance with this
      Agreement or as otherwise agreed by the Parties: (1) [***]* not properly
      refunded to Customer or, if mutually agreed by the Parties, credited to
      Customer, in accordance with Section 5.3; (2) amounts owed by Service
      Provider to Customer as a result of the resolution of any dispute in
      accordance with Section 18.0; (3) amounts owed by Service Provider to
      Customer with respect to Service Provider's indemnification obligations
      under Section 19.1 or Section 19.2; and (4) any damages determined to be
      due to Customer in accordance with Section 20.0 of this Agreement.

5.9   Taxes:

      5.9.1    The Fees paid to Service Provider are [***]*

      5.9.2    Service Provider shall be responsible for the payment of all
               interest and/or penalties related to any taxes assessed or levied
               as contemplated by Section 5.9.1 to the extent Service Provider
               fails to accurately and timely invoice Customer for such taxes
               and remit such taxes directly to the applicable taxing authority;
               provided, however, in no event shall Service Provider be
               responsible for the payment of the underlying tax liability,
               which tax liability shall always be a liability of Customer.

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                                       19
<PAGE>   20

      5.9.3    Customer and Service Provider shall each bear sole responsibility
               for all taxes, assessments and other real property-related levies
               on its owned or leased real property.

      5.9.4    Customer and Service Provider shall cooperate to segregate the
               Fees into the following separate payment streams: [***]* In
               addition, each of Customer and Service Provider shall reasonably
               cooperate with the other to more accurately determine a Party's
               tax liability and to minimize such liability, to the extent
               legally permissible. Each of Customer and Service Provider shall
               provide and make available to the other any resale certificates,
               information regarding out-of-state sales or use of equipment,
               materials or services, and any other exemption certificates or
               information requested by a Party.

5.10  Verification of Information: The Customer Services, Fees and Service
      Levels are based on circumstances, estimates, metrics, principles,
      financial data, standards and general information disclosed by either
      Party or used by either Party as more fully described in Schedule A,
      Schedule B and Schedule C, as applicable (collectively, the
      "Assumptions"). Each Party shall be responsible for the accuracy of any
      representation it made as part of the due diligence and negotiation
      process and on which the Assumptions are based. [***]* In addition, during
      the Adjustment Period the Parties shall specifically (a) identify and/or
      confirm the Customer Software and Customer Tools applicable to the
      Customer Services and set forth or update the description of such Customer
      Software and Customer Tools on Schedule F, (b) identify and/or confirm the
      Service Provider Software and Service Provider Tools applicable to the
      Customer Services and set forth or update the description of such Service
      Provider Software and Service Provider Tools on Schedule E, (c) identify
      and/or confirm the Managed Agreements and Assigned Agreements set forth in
      Schedule D, (d) document in accordance with Section 16.1.1 the information
      security procedures to be followed by Service Provider, (e) mutually agree
      on certain types and amounts of insurance coverage set forth in Section
      20.1.1 and (f) any other items mutually agreed by the Parties.

5.11  [***]*

5.12  Record Retention:

      5.12.1   Service Provider shall maintain at no additional cost to
               Customer, in a reasonably accessible location, all material
               records pertaining to its charges and costs paid or payable by
               Customer to Service Provider under this Agreement. Throughout the
               Term and thereafter for the longer of [***]* such Service
               Provider records referenced above may be inspected, audited and
               copied by Customer or by federal or state agencies having
               jurisdiction over Customer and requesting or requiring such
               access, during normal business hours and at such reasonable times
               as the Parties may determine, as described in Section 17 of this
               Agreement.

      5.12.2   During the Transition Period and with respect to each Process,
               the Parties shall determine what original documents (in written
               and electronic form) as defined in Customer's Record Retention
               policy are currently retained by Customer. The Parties shall then
               determine whether, and to what extent, Service Provider and
               Customer shall have possession of original documents following
               the Process Effective Date relating to such Process. To the
               extent the Parties determine that Service Provider shall have
               physical originals, Service Provider shall perform in accordance
               with Customer's Record Retention policy and either deliver such
               documents to Customer directly or make such documents available
               for pick-up by Customer's then current third party record
               retention firm (e.g., Iron Mountain), as applicable.

6.0  CONTRACT ADMINISTRATION:

6.1   Assigned Agreements: Subject to Customer's obtaining, maintaining and
      complying with the Consents, Customer shall assign the agreements
      designated in Schedule D as Assigned Agreements (and any other agreements
      mutually agreed upon by the Parties during the Adjustment Period and
      during the Term) (collectively, the "Assigned Agreements") to Service
      Provider and thereafter Service Provider shall [***]* under the Assigned
      Agreements ([***]* within the scope of the Customer Services), and Service
      Provider shall have [***]*. Service Provider shall [***]* under the
      Assigned Agreements, including, with respect to each Assigned Agreement,
      (a) [***]*


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                                       20
<PAGE>   21

      all related [***]* attributable to the period commencing on or after the
      Process Effective Date for the Process to which such Assigned Agreement
      relates and (b) [***]* under such Assigned Agreement, in each case [***]*
      to Service Provider on or before such Process Effective Date through
      receipt by Service Provider of a copy of the relevant documents, including
      the applicable Assigned Agreement. Service Provider shall notify Customer
      prior to (i) [***]* of any Assigned Agreement and (ii) [***]* Assigned
      Agreement that Service Provider [***]*.

6.2   Managed Agreements: Subject to Customer's obtaining, maintaining and
      complying with the Consents, Service Provider shall [***]* designated in
      Schedule D as Managed Agreements (and any other agreements mutually agreed
      upon by the Parties during the Adjustment Period and during the Term)
      (collectively, the "Managed Agreements") and Service Provider shall [***]*
      Managed Agreements during the Term. Customer shall provide Service
      Provider with reasonable notice of any [***]* with respect to the Managed
      Agreements. Customer shall not [***]* Managed Agreement without providing
      reasonable notice to Service Provider. Any fees or charges imposed upon
      Customer in connection with any [***]* Managed Agreements, shall be paid
      or discharged, as applicable, by Customer.

6.3   Customer Obligations: Commencing as of the Agreement Date, Customer shall
      not (a) [***]*, written or oral, affecting or impacting the Third Party
      Contracts (except for Third Party Contracts with respect to which Customer
      has provided Service Provider notice prior to the Agreement Date or as
      otherwise mutually agreed by the Parties during the Adjustment Period) or
      (b) [***]* without first using Change Control Management to assess the
      impact [***]* any such Managed Agreement or Assigned Agreement on the
      Customer Services. Customer shall satisfy all its obligations with respect
      to each Third Party Contract accruing or attributable to periods prior to
      the Process Effective Date for the Process to which such Third Party
      Contract relates.

7.0   SERVICE LEVELS:

7.1   Service Levels: Service Provider shall report on and provide such data as
      is necessary to support the Reporting Service Levels set forth in Schedule
      B. Service Provider shall comply with the Key Performance Indicators set
      forth in Schedule B. Service Provider shall report on or comply with, as
      applicable, the Service Levels for which Customer is able to provide
      documented and substantiated performance history confirming that Customer
      had previously reported on or complied with such Service Level; provided,
      however, Customer shall, wherever possible with respect to each such
      Service Level, provide performance history for the most recent [***]*

7.2   Reporting: Service Provider shall provide to Customer performance reports
      on a monthly basis in the format and otherwise in accordance with the
      standards to be mutually agreed upon during the Transition Period and set
      forth in Schedule R.

7.3   Remedies:

      7.3.1    Customer agrees that the remedies available to it in the event of
               a failure by Service Provider to provide the Customer Services in
               accordance with the Key Performance Indicators should be
               addressed to correcting problems that resulted in such failure,
               [***]*.

      7.3.2    If Service Provider fails to meet a Key Performance Indicator for
               any Customer Service, then Service Provider shall [***]*

7.4   Exclusions: Degradations of performance shall not constitute Service
      Provider's failure to meet applicable Service Levels to the extent that
      any such failure is attributable to any one or more of the following
      causes:

      (a) Force Majeure Events;

      (b) failure of another Service Level (provided, however, that Service
          Provider (1) completes performance of the applicable Customer Service
          and all other Customer Services as near as commercially reasonably
          possible to the applicable Service Levels and (2) uses commercially
          reasonable efforts to remedy the problem that caused it to fail to
          meet such Service Level and other related Service Levels);

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                                       21
<PAGE>   22

      (c) Customer's acts or omissions (including violations of Law, willful
          misconduct, negligent acts or breaches of this Agreement or matters
          subject to indemnification hereunder);

      (d) acts or omissions of Customer's Subcontractors and Customer Affiliates
          (including violations of Law, willful misconduct, negligent acts or
          breaches of applicable agreements or matters subject to
          indemnification thereunder);

      (e) infringements of third party proprietary rights by Customer,
          Customer's Affiliates or Customer's Subcontractors;

      (f) deficiencies in assets acquired solely from Customer, or in resources,
          systems or processes provided or established solely by Customer or
          Customer Representatives in connection with the Customer Services,
          whether maintained by Customer or transitioned in whole or in part to
          Service Provider, provided that, (1) with respect to assets acquired
          from Customer, such deficiencies are identified to Customer [***]*
          after all such assets are acquired by Service Provider, and (2) with
          respect to resources, systems or processes, such deficiencies are
          identified [***]*, or such other time period as mutually agreed by the
          Parties, after such resources, systems or processes, as the case may
          be, are provided to Service Provider (provided that in the event
          Customer or any Customer Representative at any time modifies or
          otherwise changes the resources, systems or processes provided or
          established by Customer or Customer Representatives, as applicable,
          Service Provider shall have an [***]* or other time period mutually
          agreed to by the Parties to identify such deficiencies), and in each
          case Service Provider demonstrates that such deficiencies caused such
          degradation in performance;

      (g) service or resource reductions requested or approved by Customer and
          agreed by the Parties through the use of Change Control Management,
          provided that Service Provider notified Customer of such possible
          degradation of performance during Change Control Management;

      (h) Customer's failure to take corrective action within Customer's
          responsibility reasonably requested and identified by Service Provider
          to Customer as essential to maintain Service Levels; or

      (i) failures to meet Service Levels while operating under a disaster
          recovery plan.

      Service Provider shall take commercially reasonable efforts to mitigate
      the effects of the foregoing circumstances. Notwithstanding the foregoing,
      in the event Service Provider's failure to meet a Service Level results
      from the occurrence of a sudden and unexpected Force Majeure Event as
      described in Section 22.8 of this Agreement, Service Provider shall use
      reasonable and prudent efforts to resume providing Customer Services in
      accordance with the Service Levels.

8.0   CHANGES IN THE CUSTOMER SERVICES:

8.1   Right To Make Changes:

      8.1.1    Service Provider reserves the right to designate and make changes
               to [***]* (each, a "Change"); provided, however, that (a)
               Customer shall have the right to review and approve material
               Changes and (b) no Change shall (1) [***]*, (2) [***]*, (3)
               [***]* or interaction with Service Provider or other third
               parties or (4) [***]*.

      8.1.2    Except as set forth in subsection 8.1.1, above, in the event a
               Party wishes to make a Change or other modification to this
               Agreement, such Party shall, in accordance with Change Control
               Management, submit a proposal to the other Party describing such
               desired Change. The other Party shall, in accordance with Change
               Control Management, reject or accept the proposal within a
               reasonable period of time, but in no event more than [***]* after
               receipt of the proposal. In the event the proposal is rejected,
               the rejection shall include the reason for the rejection. In the
               event the proposal is accepted, the Parties shall, in accordance
               with

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                                       22
<PAGE>   23

               Change Control Management, determine the additions or
               modifications to be made to this Agreement (including the Fees).
               Any such addition or modification shall be set forth in a Change
               Order signed by the Parties. Neither Party shall be obligated to
               accept a proposal submitted by the other Party pursuant to this
               subsection. Service Provider shall have no obligation to provide
               any service or otherwise act pursuant to any proposal submitted
               by Customer pursuant to this subsection, except to the extent
               such proposal is set forth in an executed Change Order.

8.2   Changes in Law:

      8.2.1    Changes in Law Relating to Customer's Responsibilities:

               Customer shall be responsible for promptly identifying and
               notifying Service Provider of any changes in Law relating to
               Customer's Banking Regulatory Requirements that may relate to
               Service Provider's delivery or Customer's receipt of or use of
               the Customer Services. In accordance with Change Control
               Management initiated by Customer, the Parties shall work together
               to identify the impact of such changes on how Customer receives
               and uses, and Service Provider delivers, the Customer Services.
               Customer shall be responsible for any fines and penalties arising
               from any noncompliance by Customer or Service Provider with any
               such changes in Law relating to the Customer Services, provided,
               however, that Service Provider shall be responsible for any fines
               and penalties arising from any noncompliance by Service Provider
               to the extent Customer has notified Service Provider of a change
               in Law and either (1) Service Provider does not comply with any
               Change Order signed by the Parties or (2) if the Parties did not
               have sufficient time to use Change Control Management, Service
               Provider failed to comply with such change in Law even though it
               had a reasonable period of time after notification from Customer
               in which to comply with such change in Law. Notwithstanding the
               foregoing, in addition to Service Provider's obligations set
               forth in Section 8.2.2, below, Service Provider agrees to notify
               Customer of any changes in Law relating to Customer's Banking
               Regulatory Requirements of which Service Provider becomes aware.

      8.2.2    Changes in Law Relating to Service Provider's Responsibilities:

               Service Provider shall be responsible for promptly identifying
               and notifying Customer of any changes in Law, other than changes
               in Law relating to Customer's Banking Regulatory Requirements
               (including state and federal tax and labor laws), that may relate
               to Service Provider's delivery or Customer's receipt of or use of
               the Customer Services. In accordance with Change Control
               Management, the Parties shall work together to identify the
               impact of such changes on how Customer receives and uses, and
               Service Provider delivers, the Customer Services. Service
               Provider shall be responsible for any fines and penalties arising
               from any noncompliance by Customer or Service Provider with any
               such changes in Law relating to the Customer Services, provided,
               however, that Customer shall be responsible for any fines and
               penalties arising from any noncompliance by Customer to the
               extent Service Provider has notified Customer of a change in Law
               and either (1) Customer does not comply with any Change Order
               signed by the Parties or (2) if the Parties did not have
               sufficient time to use Change Control Management, Customer failed
               to comply with such change in Law even though it had a reasonable
               period of time after notification from Service Provider in which
               to comply with such change in Law. Notwithstanding the foregoing,
               in addition to Customer's obligations set forth in Section 8.2.1,
               above, Customer agrees to notify Service Provider of any other
               changes in Law related to the Customer Services of which Customer
               becomes aware.

9.0   TRANSITION PLAN:

9.1   Each of the Parties shall be responsible for the transition obligations
      and milestones described in the Transition Plan as mutually agreed and as
      set forth in Schedule G, as such Schedule may be modified by mutual
      agreement of the Parties.


                                       23
<PAGE>   24

10.0  NEW SERVICES:

10.1  Service Provider Opportunity: With respect to any New Service for which
      Service Provider has been selected to provide to Customer, Service
      Provider shall not be responsible for providing such New Service until
      Service Provider and Customer have executed a Change Order. [***]*

10.2  Cooperation with Third Party Service Providers: In the event Customer
      selects a third party to provide a New Service, upon Customer's request
      and reasonable notice, Service Provider shall, as a New Service and in
      accordance with Change Control Management, cooperate with any independent
      third party service providers of Customer; provided, however, that (a)
      such cooperation does not impact the Customer Services or Service
      Provider's ability to meet the Service Levels and (b) Service Provider
      shall not be required to disclose any of Service Provider's Confidential
      Information to such third party service provider unless such third party
      executes a confidentiality agreement in the form attached as Schedule M
      and such third party's use of such Confidential Information is solely for
      the benefit of Customer.

11.   RESPONSIBILITIES OF THE PARTIES:

11.1  Customer Managers: During the Term, Customer shall maintain an individual
      (the "Customer Client Executive") who shall serve as the primary Customer
      representative under this Agreement. The Customer Client Executive shall
      be a Customer Associate and shall (a) have overall responsibility for
      managing and coordinating the performance of Customer's obligations under
      this Agreement and (b) be authorized to act for and on behalf of Customer
      with respect to all matters relating to this Agreement or shall have
      access to and seek authorization from another Customer Associate with the
      proper authority to so act. In the event the Customer Client Executive
      shall be absent or otherwise unable to perform its duties for an extended
      period of time, then Customer shall identify an alternate Customer Client
      Executive who shall have the same duties and authority to act as the
      Customer Client Executive.

11.2  Customer Responsibilities: During the Term and in connection with Service
      Provider's performance of the Customer Services, Customer shall, at its
      expense: (a) be responsible for the obligations and responsibilities set
      forth as Customer's responsibility in Schedule A; (b) [***]*; (c) provide
      to Service Provider complete and accurate information regarding Customer's
      business requirements in respect of any Customer Services to be performed
      by Service Provider under this Agreement; (d) [***]*; (e) provide
      reasonable cooperation to Service Provider; (f) promptly notify Service
      Provider of any (1) third party claims that may have an impact on this
      Agreement and (2) invalid, expired or terminated licenses that may have an
      impact on this Agreement; and (g) perform all other obligations of
      Customer described in this Agreement. In addition to the foregoing, during
      the Term and in connection with Service Provider's performance of the
      Customer Services, Customer shall use commercially reasonable efforts to
      obtain, maintain and comply with the Consents; provided, however, Service
      Provider shall reimburse Customer for [***]*, and such amount shall be
      reimbursed to Customer [***]* after receipt by Service Provider of notice
      of the amount to be paid by Customer pursuant to this Section 11.2 or, if
      agreed to by Customer, credited to Customer on the next quarterly invoice
      to be delivered to Customer.

11.3  Resources: Commencing on the Agreement Date and continuing for so long as
      either Party requires the same for the performance of the Customer
      Services, each Party shall provide to the other Party, [***]* but subject
      to the other Party's compliance with the provisions of Section 4.2.2 of
      this Agreement:

      (a) with regard to a reasonable number of members of the Project Staff or
          Customer Associates, as agreed by the Parties, that are directly
          related to the provision or coordination of Customer Services at the
          Customer Service Locations or such other premises of either Party as
          agreed by the Parties, the use of the space in the Customer Service
          Locations or such other premises that either Party may require from
          time to time in connection with the performance of the Customer
          Services, together with office furnishings, telephone equipment and
          services, janitorial services, utilities and office-related equipment,
          supplies and duplicating services reasonably required in connection
          with the performance of the Customer Services;

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                                       24
<PAGE>   25

      (b) as mutually agreed by the Parties, full access to, and use of, the
          Machines owned or leased by either Party, the networks of either
          Party, the Software owned or licensed by either Party, and the Tools
          owned by either Party, in each case to the extent necessary to perform
          the Customer Services in accordance with this Agreement; and

      (c) such other resources specified as Customer's responsibility in
          Schedule A.

12.0  SOFTWARE AND PROPRIETARY RIGHTS:

12.1  Customer Software:

      12.1.1   All Customer Software shall be and shall remain the exclusive
               property of Customer or its licensor, and Service Provider shall
               have no rights or interests in the Customer Software except as
               described in this Agreement. [***]* In addition to the
               verification of the Assigned Agreements and the Managed
               Agreements during the Adjustment Period, [***]* and upon mutual
               agreement of the Parties to reflect this in the [***]*, as
               necessary, Service Provider shall [***]* Managed Agreements.
               [***]* Notwithstanding the foregoing, Customer shall use
               commercially reasonable efforts to obtain the Consents with
               respect to Customer Third Party Software and, to the extent
               Customer is unable to obtain such Consents, the Parties shall use
               Change Control Management to address the impact on Service
               Provider's ability to provide the Customer Services.

      12.1.2   In the event Customer does not comply with any of its obligations
               set forth in this Section 12.1, Service Provider shall be excused
               from its obligation to perform the Customer Services, including
               Service Provider's obligation to meet the Service Levels, to the
               extent that its inability to perform the Customer Services or
               meet the Service Levels is caused by Customer's failure to comply
               with such obligations. Service Provider hereby irrevocably
               assigns to Customer any and all rights or interests in the
               Customer Software. Customer makes no representations or
               warranties hereby with respect to the Customer Software.

12.2  Service Provider Software:

      12.2.1   All Service Provider Software shall be and shall remain the
               exclusive property of Service Provider or its licensor, and
               Customer shall have no rights or interests in the Service
               Provider Software except as expressly set forth in this
               Agreement. Customer hereby irrevocably assigns to Service
               Provider any and all rights or interests in the Service Provider
               Software. Service Provider makes no representations or warranties
               hereby with respect to the Service Provider Software.

      12.2.2   Service Provider shall (a) use commercially reasonable efforts to
               include provisions in its licenses with licensors of Service
               Provider Third Party Software that allow Customer to access and
               Use such Service Provider Third Party Software after the
               expiration or termination of this Agreement [***]* or, (b) if
               Service Provider is unable to cause such a provision to be
               included in the applicable licenses, Service Provider shall (1)
               notify Customer and (2) use commercially reasonable efforts to
               cause licensors of the applicable Service Provider Third Party
               Software to negotiate directly with Customer with respect to the
               terms, conditions and prices of licensing arrangements, if any,
               to be entered into directly between Customer and such licensors.

12.3  New Intellectual Property and New Tools:

      12.3.1   [***]*

      12.3.2   If the Parties determine that Customer shall have all right,
               title and interest, including worldwide rights of copyright,
               patent, trade secret or other proprietary rights in and to any
               New Intellectual Property or New Tools, as applicable, and, all
               copies made from any such New Intellectual Property or New Tools,
               then


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                                       25
<PAGE>   26

               Service Provider hereby irrevocably assigns, transfers and
               conveys, and shall cause Service Provider Representatives to
               assign, transfer and convey, to Customer without further
               consideration all of its right, title and interest in and to such
               New Intellectual Property or New Tools, as applicable, including
               all worldwide rights of patent, copyright, trade secret or other
               proprietary rights in such materials. Service Provider
               acknowledges that Customer and its successors and permitted
               assigns shall have the right to obtain and hold in their own
               names any intellectual property rights in and to such New
               Intellectual Property or New Tools, as applicable. Service
               Provider agrees to execute any documents or take any other
               actions as may reasonably be necessary, or as Customer may
               reasonably request, to perfect Customer's ownership of any such
               New Intellectual Property or New Tools, as applicable, and the
               Parties shall update Schedule F as appropriate.

      12.3.3   If the Parties determine that Service Provider shall have all
               right, title and interest, including worldwide rights of
               copyright, patent, trade secret or other proprietary rights in
               and to any New Intellectual Property or New Tools as applicable,
               and, all copies made from any such New Intellectual Property or
               New Tools, then Customer hereby irrevocably assigns, transfers
               and conveys, and shall cause Customer Representatives to assign,
               transfer and convey, to Service Provider without further
               consideration all of its right, title and interest in and to such
               New Intellectual Property or New Tools, as applicable, including
               all worldwide rights of patent, copyright, trade secret or other
               proprietary rights in such materials. Customer acknowledges that
               Service Provider and its successors and permitted assigns shall
               have the right to obtain and hold in their own names any
               intellectual property rights in and to such New Intellectual
               Property or New Tools, as applicable. Customer agrees to execute
               any documents or take any other actions as may reasonably be
               necessary, or as Service Provider may reasonably request, to
               perfect Service Provider's ownership of any such New Intellectual
               Property or New Tools, as applicable, and the Parties shall
               update Schedule E as appropriate.

      12.3.4   If the Parties determine that they shall each have ownership
               and/or license rights in any New Intellectual Property or New
               Tools, as applicable, then the ownership and license rights with
               respect to such New Intellectual Property or New Tools, as
               applicable, shall be determined through the use of Change Control
               Management and documented in the agreement executed by the
               Parties relating to such New Intellectual Property or New Tools,
               as applicable, and the Parties shall update Schedule F and
               Schedule E as appropriate.

      12.3.5   Notwithstanding anything in this Agreement to the contrary,
               [***]*.

12.4  License Rights Upon Termination:

      12.4.1   Except in the event of a termination pursuant to Section 3.1, or
               as otherwise agreed by the Parties through the use of Change
               Control Management with respect to New Intellectual Property and
               New Tools owned by Service Provider, Service Provider hereby
               grants to Customer [***]* to the extent permissible under the
               applicable third party agreements, the Service Provider Third
               Party Software [***]*, in each case being used to provide the
               Customer Services as of the date of expiration or termination of
               this Agreement and reasonably necessary for Customer to maintain
               substitute services after the termination or expiration of this
               Agreement.

      12.4.2   Customer's Use of the Service Provider Software and Service
               Provider Tools granted to Customer pursuant to Section 12.4.1,
               above, shall be subject to, and Customer shall comply with, the
               following terms and conditions:

               (a) The licenses granted to Customer pursuant to Section 12.4.1
                   with respect to Service Provider Software and Service
                   Provider Tools are "AS IS," and Service Provider shall have
                   no obligation to fix, maintain, enhance or update such
                   Software or Tools or provide Customer with any fixes,
                   maintenance, enhancements or updates thereto. Such licenses
                   are without representations or warranties of any kind and are
                   subject to the disclaimer set forth in Section 13.2.

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                                       26
<PAGE>   27

               (b) Service Provider Software and Service Provider Tools shall
                   (1) not be operated directly or indirectly by persons other
                   than Customer Associates or an Approved Service Provider, (2)
                   only be operated on equipment (i) owned or leased by Customer
                   or (ii) owned or leased by an Approved Service Provider, and
                   (3) only be Used in connection with the internal work of
                   Customer and solely for the benefit of Customer. "Approved
                   Service Provider" shall mean a third party providing services
                   to Customer that (A) has entered into a confidentiality
                   agreement in the form attached as Schedule M and (B) does not
                   compete directly with Service Provider.

               (c) Except as set forth in Section 12.4.2(b), above, at no time
                   shall Service Provider Software or Service Provider Tools or
                   its components or any modifications thereto be disclosed to
                   or used by third parties or sold, assigned, licensed, leased
                   or otherwise disposed of or commercially exploited or
                   marketed in any way, with or without charge. Except as may be
                   necessary for archival purposes, Customer shall not copy, and
                   shall not permit the copying by a third party of, such
                   Service Provider Software or Service Provider Tools in whole
                   or in part.

               (d) Upon Service Provider's request, Customer shall affix to all
                   copies of such Service Provider Software and Service Provider
                   Tools in Customer's possession any form of copyright or other
                   proprietary notice specified by Service Provider.

      12.4.3   The licenses granted to Customer and Service Provider pursuant to
               this Section 12.0 in respect of a component of Service Provider
               Software, Service Provider Tools, Customer Software and Customer
               Tools, as applicable, shall terminate (a) with respect to
               Customer, if Customer breaches the terms of such licenses or an
               Approved Service Provider breaches the terms of such license or
               the confidentiality agreement in the form of Schedule M executed
               by such Approved Service Provider pursuant to Section 12.4.2(b),
               and (b) with respect to Service Provider, if Service Provider or
               Service Provider Representatives breaches the terms of such
               licenses. Upon request after termination of such licenses, the
               Party whose licenses were terminated shall (1) deliver to the
               other Party a current copy of such component in the form in use
               as of such date and (2) destroy or erase all other copies of such
               component in such Party's possession.

12.5  Service Provider Tools: All Service Provider Tools shall be and shall
      remain the exclusive property of Service Provider, and Customer shall have
      no rights or interests in the Service Provider Tools except as expressly
      set forth in this Agreement. Customer hereby irrevocably assigns to
      Service Provider any and all rights or interests in the Service Provider
      Tools. Service Provider makes no representations or warranties hereby with
      respect to the Service Provider Tools. Nothing contained in this Agreement
      shall restrict Service Provider from the use of any Tools that Service
      Provider owns, develops for Customer or has access to under this
      Agreement.

1.56  Customer Tools:

      12.6.1   Notwithstanding anything to the contrary in this Agreement,
               Customer shall retain all right, title and interest in and to any
               and all Customer Tools. Nothing contained in this Agreement shall
               restrict Customer from the use of any Customer Tools.

      12.6.2   All Customer Tools shall be and shall remain the exclusive
               property of Customer, and Service Provider shall have no rights
               or interests in the Customer Tools except as described in this
               Agreement. Customer hereby grants to Service Provider, at no cost
               to Service Provider, a nonexclusive right to access and Use
               solely in connection with the provision of the Customer Services
               the Customer Tools. Notwithstanding the foregoing, Service
               Provider shall use Change Control Management to make any material
               changes to Customer Tools.

      12.6.3   In the event Customer does not comply with any of its obligations
               set forth in this Section 12.6, Service Provider shall be excused
               from its obligation to perform the Customer Services, including
               Service Provider's obligation to meet the Service Levels, to the
               extent that its inability to perform the Customer Services or
               meet the Service Levels is caused by Customer's failure to comply
               with such obligations. Service Provider hereby irrevocably
               assigns to Customer any and all rights or interests in the
               Customer Tools.


                                       27
<PAGE>   28

12.7  Rights in Residuals: Nothing contained in this Agreement shall restrict
      either Party from the use of any ideas, concepts, know-how, methodologies,
      processes, technologies, algorithms or techniques relating to the Customer
      Services that such Party, individually or jointly, owns prior to the
      Agreement Date, or develops or discloses under this Agreement, or develops
      or obtains independently during the Term, provided that in doing so such
      Party does not breach its obligations of confidentiality or infringe the
      intellectual property rights of the other Party or third parties who have
      licensed or provided materials to the other Party. Except for the license
      rights contained in this Section 12.0, neither this Agreement nor any
      disclosure made hereunder grants any license to either Party under any
      patents or copyrights of the other Party. Each Party reserves all rights
      in its ideas, concepts, know-how, methodologies, processes, technologies,
      algorithms, techniques and other intellectual property of every kind and
      description (except as otherwise expressly agreed) and no provision of
      this Agreement shall be construed to transfer any of such Party's rights
      in such intellectual property.

12.8  License to Service Provider for Customer Proprietary Software and Customer
      Tools:

      12.8.1   In addition to Service Provider's rights under Section 12.1.1,
               Customer hereby grants to Service Provider [***]* (either now or
               in the future), including the provision of services to any
               customer of Customer and any other use or commercialization.
               Service Provider shall only transfer the license referred to in
               this Section 12.8 to the following transferees: (a) any Service
               Provider Affiliate, (b) [***]* and (e) any entity to which any of
               the licenses to the Customer Proprietary Software, Customer Tools
               or New Intellectual Property owned by Customer is transferred in
               connection with a business relationship between Service Provider
               and such transferee that will survive the transfer, provided that
               the license granted by this Section 12.8 will terminate with
               respect to any Customer Proprietary Software, Customer Tools or
               New Intellectual Property owned by Customer that is transferred
               to a transferee that satisfies only the requirements of this
               clause (e) at the time the business relationship between Service
               Provider and such transferee terminates. To the extent Customer
               cannot grant a [***]* as provided above, the Parties will use
               Change Control Management to address acquiring such a [***]* for
               Service Provider.

      12.8.2   During the Term, neither Customer nor Customer Affiliates shall:

               (a) access or Use the Customer Proprietary Software, the Customer
                   Tools or New Intellectual Property owned by Customer, except
                   as may be necessary to perform its internal processes or
                   functions;

               (b) [***]*

               (c) [***]*

13.0  MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMERS:

13.1  Mutual Representations and Warranties: Each Party hereby represents and
      warrants that:

      (a) it has all requisite corporate power and authority to enter into this
          Agreement and to carry out the transactions contemplated hereby;

      (b) the execution, delivery and performance of this Agreement and the
          consummation of the transactions contemplated hereby and thereby by
          the Party (1) have been duly authorized by all requisite corporate
          action on the part of such Party and (2) do not violate the terms of
          any law, regulation, or court order to which such Party is subject or
          the terms of any material agreement to which the Party or any of its
          assets may be subject;

      (c) this Agreement has been duly executed and delivered by such Party and
          (assuming the due authorization, execution and delivery hereof by the
          other Party) is a valid and binding obligation of such Party,
          enforceable against it in accordance with its terms;

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                                       28
<PAGE>   29

      (d) it shall perform its responsibilities under this Agreement in a manner
          that does not, to the knowledge of the applicable Party, infringe, or
          constitute an infringement or misappropriation of, any patent, trade
          secret, copyright or other intellectual property right of any third
          party;

      (e) it shall engage in business continuity planning with the other Party
          to, and use reasonable efforts to, avoid disruptions to each Party's
          respective business;

      (f) it is not subject to any pending or threatened litigation or
          governmental action which could interfere with such Party's
          performance of its obligations hereunder;

      (g) it is in good standing under the laws of its state of formation, and
          is, or will be, qualified to do business as a foreign corporation in
          each other states where such qualification is necessary in order for
          it to comply with its obligations under this Agreement;

      (h) it is either the owner of its Machines, its Software and its Tools, or
          is authorized by the owner to include such Machines, Software and
          Tools under this Agreement, subject to obtaining the Consents; and

      (i) it is authorized to permit the other Party to access and use the
          locations used in connection with performing the Customer Services.

13.2  Disclaimers:

      13.2.1   Service Provider Disclaimers: SERVICE PROVIDER DOES NOT WARRANT
               THE ACCURACY OF ANY ADVICE, REPORT, DATA OR OTHER PRODUCT
               DELIVERED TO CUSTOMER THAT IS PRODUCED WITH OR FROM CUSTOMER DATA
               OR SOFTWARE PROVIDED BY CUSTOMER; SUCH PRODUCTS ARE DELIVERED "AS
               IS", AND SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY INACCURACY
               THEREOF IN EACH CASE EXCEPT FOR ANY INACCURACIES CAUSED BY
               SERVICE PROVIDER OR SERVICE PROVIDER REPRESENTATIVES. EXCEPT AS
               EXPRESSLY SET FORTH IN SECTION 13.1, SERVICE PROVIDER DOES NOT
               MAKE ANY OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
               CUSTOMER SERVICES OR MATERIAL LICENSED BY SERVICE PROVIDER TO
               CUSTOMER AND EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND
               WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES
               OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. SERVICE
               PROVIDER DOES NOT WARRANT THAT PERFORMANCE OF THE CUSTOMER
               SERVICES OR THE MATERIAL LICENSED BY SERVICE PROVIDER TO CUSTOMER
               SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS IN THE
               CUSTOMER SERVICES SHALL BE CORRECTED. EXCEPT AS EXPRESSLY SET
               FORTH IN THIS AGREEMENT, SERVICE PROVIDER IS NOT ASSUMING ANY
               OBLIGATIONS OR LIABILITIES, INCLUDING ANY OBLIGATION OR LIABILITY
               FOR ANY FIDUCIARY RESPONSIBILITIES OR LENDER LIABILITIES.
               NOTWITHSTANDING THE FOREGOING, TO THE EXTENT SERVICE PROVIDER
               MANAGES THIRD PARTY CONTRACTS THAT ADMINISTER CUSTOMER'S LENDING
               POLICIES AND PROCEDURES, SERVICE PROVIDER SHALL MANAGE EACH SUCH
               THIRD PARTY CONTRACT IN ACCORDANCE WITH THE SERVICE REQUIREMENTS
               OF SUCH THIRD PARTY CONTRACT. FAILURES BY SERVICE PROVIDER TO
               MANAGE THIRD PARTY CONTRACTS IN ACCORDANCE WITH THE PRECEDING
               SENTENCE SHALL BE CONSIDERED VENDOR MANAGEMENT PERFORMANCE
               FAILURES IN ACCORDANCE WITH SCHEDULE B.

      13.2.2   Customer Disclaimers: CUSTOMER DOES NOT WARRANT THE ACCURACY OF
               ANY ADVICE, REPORT, DATA OR OTHER PRODUCT DELIVERED TO SERVICE
               PROVIDER THAT IS PRODUCED WITH OR FROM SOFTWARE PROVIDED BY
               SERVICE PROVIDER; SUCH PRODUCTS ARE DELIVERED "AS IS", AND
               CUSTOMER SHALL NOT BE LIABLE FOR ANY INACCURACY THEREOF IN EACH
               CASE EXCEPT FOR ANY INACCURACIES CAUSED BY CUSTOMER OR CUSTOMER
               REPRESENTATIVES; PROVIDED, HOWEVER, TO THE EXTENT OF ANY FAILURES
               OR INACCURACIES OF THE FOREGOING, SERVICE PROVIDER SHALL BE
               RELIEVED OF ITS OBLIGATIONS UNDER THIS AGREEMENT. EXCEPT AS
               EXPRESSLY SET FORTH IN SECTION 13.1, CUSTOMER DOES NOT MAKE ANY
               OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE MATERIAL
               LICENSED BY CUSTOMER TO SERVICE PROVIDER AND EXPRESSLY DISCLAIMS
               ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,
               INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
               FOR A SPECIFIC PURPOSE.



                                       29
<PAGE>   30

14.0  LAWS AND REGULATIONS:

14.1  Each Party shall obtain, maintain and comply with all consents,
      permissions, permits, approvals and assurances of whatever nature,
      including governmental approvals, applicable in the case of Service
      Provider to the performance of, and, in the case of Customer, the receipt
      and use, of the Customer Services and such Party's payment obligations.

14.2  Each Party covenants and agrees that it shall comply with all Laws
      applicable to such Party.

15.0  DATA AND REPORTS:

15.1  Provision of Data: Customer shall supply to Service Provider, in
      connection with the Customer Services, required data in the form and on
      such time schedules as may be agreed upon by Service Provider and Customer
      ("Customer Data") in order to permit Service Provider to perform the
      Customer Services in accordance with the terms of this Agreement,
      including the Service Levels. All Customer Data is, or shall be, and shall
      remain the property of Customer.

15.2  Production of Reports:

      15.2.1   Production of Reports During and After the Transition Period.
               With respect to each Process and commencing on the related
               Process Effective Date, Service Provider shall provide to
               Customer the same reports being generated by Customer immediately
               prior to such Process Effective Date. During the Transition
               Period, the Parties shall use Change Control Management to
               mutually agree to any adjustments with respect to such reports or
               to add any additional reports, and shall document such
               adjustments and additions in Schedule R, including the content,
               frequency and delivery dates for such reports. Failure by Service
               Provider to deliver all reports mutually agreed upon pursuant to
               the Transition Plan, but in no event later than [***]*, shall be
               considered a failure to meet the Key Performance Indicator
               relating to reports as set forth on Schedule B, with applicable
               Fees at Risk.

      15.2.2   Production of Reports Generally. Service Provider shall produce
               reports in accordance with Schedule R that are substantially
               accurate and substantially free of errors and omissions, to the
               extent the Customer Data and other information used to produce
               such reports was substantially accurate and substantially free of
               errors and omissions. Unless specified otherwise in Schedule R,
               any reports listed in Schedule R shall be due no later than ten
               business days after the end of the reporting period.

15.3  Inspection of Reports:

      15.3.1   Operational Reports. Customer shall use reasonable efforts to
               inspect and review the operational reports produced by Service
               Provider and supplied to Customer pursuant to Section 15.2, and
               shall provide Service Provider with notice of any errors or
               inaccuracies (a) in daily or weekly reports, [***]* of receipt of
               such reports, and (b) in monthly or other reports, [***]* after
               receipt of such reports. Service Provider shall provide Customer
               with such documentation and information as may be requested by
               Customer in order to verify the accuracy of the reports. If
               Customer fails to reject any such report within the applicable
               period, Customer shall be deemed to have accepted such reports.

      15.3.2   Performance Reports. In addition to the foregoing, the Service
               Provider Client Executive shall notify Customer through the
               account management procedures of any single material performance
               deviation or performance deviation trend documented in a
               performance report that is provided to Customer pursuant to
               Section 15.2 and of which the Service Provider Client Executive
               is aware.

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                                       30
<PAGE>   31

15.4  Correction of Errors:

      15.4.1   Service Provider shall work with Customer to, and Service
               Provider shall use commercially reasonable efforts to, promptly
               correct any material errors or inaccuracies in Customer Data and
               reports prepared by Service Provider as part of the Customer
               Services that have material impact, including fiduciary, Customer
               Associate or supplier impact. The Party responsible for any such
               errors shall pay for all mutually agreed upon costs associated
               with such correction.

      15.4.2   Upon request from Customer, Service Provider shall work with
               Customer to correct any errors or inaccuracies in Customer Data
               and reports prepared by Service Provider as part of the Customer
               Services that are not subject to Section 15.4.1. The Party
               responsible for any such errors shall pay for all mutually agreed
               upon costs associated with such correction.

15.5  Use of Reports: Subject to the terms of this Agreement (including Section
      16.0) and solely for Customer's uses, Customer may reproduce any
      documentation and reports prepared by Service Provider as part of the
      Customer Services.

16.0  CONFIDENTIALITY AND SECURITY:

16.1  General Obligations:

      16.1.1   To the extent applicable, commencing as of the Agreement Date,
               Service Provider shall comply with such information security and
               privacy standards and guidelines as being complied with by
               Customer as of the Agreement Date. In addition, prior to the
               first Process Effective Date, the Parties shall mutually agree to
               and document (not through Change Control Management) the detailed
               standards and guidelines (no less stringent than those in place
               as of the Agreement Date) with which Service Provider shall
               comply. Any changes from Customer practices as of the Agreement
               Date shall be addressed through Change Control Management.

      16.1.2   All Confidential Information relating to or obtained from
               Customer or Service Provider shall be held in confidence by the
               recipient to the same extent and in at least the same manner as
               the recipient protects its own confidential or proprietary
               information.

      16.1.3   Neither Customer nor Service Provider shall, and Customer and
               Service Provider shall cause their respective Representatives not
               to, Use, disclose, publish, release, transfer or otherwise make
               available Confidential Information of, or obtained from, the
               other in any form to, or for the use or benefit of, any person or
               entity without the disclosing Party's consent. In addition,
               Service Provider agrees to comply with and support enforcement of
               Customer's security standards governing information security of
               which Service Provider has notice. Subject to the provisions of
               Section 16.2, each of Customer and Service Provider shall,
               however, be permitted to disclose relevant aspects of the other's
               Confidential Information to its officers, directors, employees
               and Representatives, to the extent that such disclosure is not
               restricted under this Agreement, or any governmental approvals
               and only to the extent that such disclosure is reasonably
               necessary for the performance of its duties and obligations under
               this Agreement; provided, however, that the recipient shall be
               responsible for ensuring that such officers, directors, employees
               and Representatives abide by the provisions of this Agreement.

      16.1.4   Each Party acknowledges and agrees that title to and ownership of
               Confidential Information shall remain with the Party who
               disclosed such information, and that the Confidential Information
               disclosed pursuant to this Agreement is confidential and
               proprietary and constitutes valuable trade secret information of
               the disclosing Party. Upon the termination or expiration of this
               Agreement, or at any time upon the request of either Party
               (subject to the other Party being relieved of any of its
               obligations affected thereby), the other Party shall return all
               Confidential Information in its possession that exists in
               tangible form to the requesting Party or its Representatives.

16.2  Customer Information: Service Provider acknowledges that Customer has a
      responsibility to its customers to keep its Customer Information strictly
      confidential. Service Provider and Service Provider Representatives shall
      keep strictly confidential any customer records that Customer discloses or
      of which Service Provider or Service Provider



                                       31
<PAGE>   32

      Representatives become aware. In addition to the other requirements set
      forth in this Agreement regarding Confidential Information, Customer's
      Customer Information shall also be subject to the additional restrictions
      set forth in this Section 16.2.

      16.2.1   Neither Service Provider nor Service Provider's Representatives
               shall disclose or use Customer's Customer Information other than
               to carry out the purposes for which Customer or any Customer
               Affiliate disclosed such Customer Information to Service
               Provider.

      16.2.2   Neither Service Provider nor Service Provider's Representatives
               shall disclose any of Customer's Customer Information other than
               on a "need to know" basis and then only:

               (a) to Customer Affiliates;

               (b) to the Project Staff, provided that any member of the Project
                   Staff that is a nonaffiliated third party shall be subject to
                   (d) below;

               (c) to Service Provider Affiliates, provided that such Affiliates
                   shall be restricted in use and re-disclosure of such Customer
                   Information to the same extent as Service Proivider;

               (d) to Subcontractors of Service Provider, provided that such
                   Subcontractors shall have entered into a confidentiality
                   agreement in the form attached hereto as Schedule M;

               (e) to independent contractors, agents, and consultants
                   designated by Customer; or

               (f) pursuant to the exceptions set forth in 15 U.S.C. 6802(e) and
                   accompanying regulations, which disclosures are made in the
                   ordinary course of business.

16.3  Exclusions: The obligations in Section 16.1 and Section 16.2 shall not
      restrict any disclosure pursuant to any applicable Law or by order of any
      court or Governmental Authority (provided that the recipient shall (a)
      notify the disclosing Party of any, actual or threatened disclosure of
      which it has knowledge of legal compulsion of disclosure, and any actual
      legal obligation of disclosure immediately upon becoming so obligated and
      (b) cooperate with the disclosing Party's reasonable, lawful efforts to
      resist, limit or delay disclosure at the disclosing Party's expense) and,
      except to the extent that applicable Law provides otherwise, shall not
      apply with respect to information that (1) is independently developed by
      the recipient without violating the disclosing Party's proprietary rights
      as shown by the recipient's written records, (2) is or becomes publicly
      known (other than through unauthorized disclosure), (3) is disclosed (i)
      by the owner of such information to a third party free of any obligation
      of confidentiality or (ii) is disclosed to the receiving party without
      restriction on disclosure by a third party who has the lawful right to
      make such disclosure, (4) is already known by the recipient at the time of
      disclosure, as shown by the recipient's written records, and the recipient
      has no obligation of confidentiality other than pursuant to this Agreement
      or any confidentiality agreements entered into before the Agreement Date
      between Customer and Service Provider or (5) is rightfully received by a
      Party free of any obligation of confidentiality. [***]*

16.4  Independent Development and Acquisition: This Section 16.0 shall not be
      construed to limit either Party's right to independently develop or
      acquire products without use of the other Party's Confidential
      Information. The disclosing Party acknowledges that the receiving Party
      may currently or in the future be developing information internally, or
      receiving information from other parties, that is similar to the
      Confidential Information provided by the disclosing Party. Accordingly,
      nothing in this Section 16.0 will be construed as a representation or
      agreement that the receiving Party will not develop or have developed
      products, concepts, systems or techniques that are similar to or compete
      with the products, concepts, systems or techniques contemplated by or
      embodied in the Confidential Information of the disclosing Party, provided
      that the receiving Party does not violate any of its obligations under
      this Section 16.0 in connection with such development.

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                                       32
<PAGE>   33

16.5  Unauthorized Acts: Without limiting either Party's rights in respect of a
      breach of this Section 16.0, each Party shall:

      (a) promptly notify the other Party of any unauthorized possession, use or
          knowledge, or attempt thereof, of the other Party's Confidential
          Information by any person or entity that may become known to such
          Party, including any incidents involving a breach of security and any
          incidents that might indicate or lead to a threat to, or weakness in,
          security and any attempt to make unauthorized use of the Customer
          Services or the Systems;

      (b) promptly furnish to the other Party full details of the unauthorized
          possession, use or knowledge, or attempt thereof, and assist the other
          Party in investigating or preventing the recurrence of any
          unauthorized possession, use or knowledge, or attempt thereof, of
          Confidential Information;

      (c) cooperate with the other Party in any litigation and investigation
          against third parties deemed necessary by the other Party to protect
          its proprietary rights at the other Party's expense; and

      (d) promptly use commercially reasonable efforts to prevent a recurrence
          of any such unauthorized possession, use or knowledge, or attempt
          thereof, of Confidential Information.

      [***]*

16.6  Injunctive Relief: Each Party recognizes that its inappropriate disclosure
      or use of Confidential Information of the other Party may give rise to
      irreparable injury to such Party and acknowledges that remedies other than
      injunctive relief may not be adequate. Accordingly, each Party has the
      right to equitable and injunctive relief to prevent the unauthorized
      possession, use, disclosure or knowledge of any Confidential Information,
      as well as to such damages or other relief as is occasioned by such
      unauthorized possession, use, disclosure or knowledge.

16.7  Data Protection: In addition to any requirements set forth in this
      Agreement, in the event the Customer Services require the access to or use
      of personal data, each Party shall be responsible for taking all necessary
      steps required by applicable Law to ensure the protection of the privacy
      of such personal data to be accessed or used. In the event that applicable
      Law requires registration with or consents of a Governmental Authority,
      Customer shall register, or cause such registration, with such
      Governmental Authority, or obtain such consents, unless applicable Law
      otherwise requires

16.8  Publicity: [***]* neither Party shall use the other Party's logo,
      trademarks, name or refer to the other Party directly or indirectly,
      without such Party's consent in any media release, public announcement or
      public disclosure, except that such consent shall not be required for the
      listing of a Party's name in promotional or marketing materials, customer
      lists or business presentations and except for any disclosure required by
      Law.

17.0  AUDITS:

17.1  Audits Generally: Service Provider shall assist Customer in meeting its
      audit and regulatory requirements, as they relate to Service Provider and
      the Customer Services, to enable Customer, Government Authorities and
      Customer's Approved Auditors to conduct appropriate audits under this
      Agreement.

17.2  Audit Procedures:

      17.2.1   Upon request, at reasonable times during business hours, and upon
               at least five business days' prior notice to Service Provider,
               Customer and its external auditors that execute confidentiality
               agreements in the form of Schedule M ("Approved Auditors") shall
               have access to Customer's data and records, and to Service
               Provider records, in order to audit the accuracy of Service
               Provider's invoices and Service Provider's Systems, internal
               controls, security and Service Level performance. Customer and
               its Approved Auditors shall have no access to other Service
               Provider data and Systems, data of other

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                                       33
<PAGE>   34

               Service Provider customers, or Service Provider internal or third
               party costs or cost structure (except to the extent necessary to
               audit the mutually agreed upon savings to Customer described in
               Schedule C). Approved Auditors shall observe such procedures as
               Service Provider may reasonably require to protect Service
               Provider Confidential Information, and that of its customers.
               Customer agrees that Approved Auditors shall perform entry and
               exit interviews, and Customer agrees to provide Service Provider
               with copies of applicable portions of audit reports. If requested
               by either Party, the Parties shall discuss the results of any
               audit performed pursuant to this Agreement and, if mutually
               agreed by the Parties use Change Control Management to address
               any Changes to the Customer Services. Notwithstanding the
               foregoing, (a) if Customer seeks to exercise its audit rights in
               the case of malfeasance, Customer shall immediately notify the
               Service Provider Client Executive who shall arrange for immediate
               access for Customer, Governmental Authorities and Customer's
               Approved Auditors, and (b) in the case of an audit to be
               performed by a Governmental Authority, Service Provider shall
               provide such Governmental Authority with access to all records
               and data required by Law, with or without prior notice, and such
               Governmental Authority shall not be required to execute a
               confidentiality agreement pursuant to this Agreement, but shall
               be bound by any confidentiality obligations imposed by Law. The
               Customer shall provide prior notice of audits by any Governmental
               Authority whenever and to the extent possible.

      17.2.2   Service Provider shall provide Customer and its Approved Auditors
               access to portions of Service Provider third party contracts that
               are directly related to the Customer Services (to the extent that
               such access is not prohibited under the applicable third party
               contract and provided that Service Provider may redact all
               financial information and any other information not directly
               related to the Customer Services, except to the extent necessary
               to audit the mutually agreed upon savings to Customer described
               in Schedule C). In addition, Customer and its Approved Auditors
               may request Service Provider to provide access to Service
               Provider Representatives, and, to the extent mutually agreed by
               Parties, such access shall be provided to the extent agreed to by
               such Service Provider Representatives, except as required by Law.

      17.2.3   Service Provider shall provide Customer with a copy of the
               portions of any SAS 70 audit of Service Provider as such audits
               are implemented in accordance with the Transition Plan and to the
               extent such portions are directly related to the Customer
               Services (provided Service Provider may redact all financial
               information and any other information not directly related to the
               Customer Services, except to the extent necessary to audit the
               mutually agreed upon savings to Customer described in Schedule
               C).

17.3  Audit Costs: If Service Provider's provision of services related to an
      audit or other review under this Section 17.0 requires use of additional
      resources which Service Provider would not otherwise use in the
      performance of the Customer Services (including support of audits of
      Customer's Services and third party benefit plans) then the Parties shall
      use Change Control Management to address any additional resources needed
      by Service Provider.

17.4  Financial Information: Service Provider shall, promptly upon Customer's
      request, furnish its publicly disclosed financial statements as required
      to be prepared by or for Service Provider in the ordinary course of its
      business for the purpose of determining Service Provider's ability to
      perform its duties hereunder. Furthermore, to the extent required by Law
      as indicated to Service Provider by Customer (and as not prohibited by SEC
      regulations) Service Provider shall notify Customer immediately [***]*,
      and Customer agrees not to acquire or dispose of (or otherwise take
      actions regarding) securities of Service Provider while in possession of
      such information, unless such information has been publicly disclosed.

17.5  Survival of Audit Rights: Customer's audit rights shall survive expiration
      or termination of this Agreement for the longer of (a) a period of [***]*
      and (b) the period required by applicable Law.


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                                       34
<PAGE>   35

18.0  DISPUTE RESOLUTION:

18.1  Disputes: Any dispute arising under this Agreement shall be considered by
      [***]* of receipt of a notice from either Party specifying the nature of
      the dispute (a "Dispute Notice"); provided, however, it is not mandatory
      that a dispute relating to Section 16.0 be resolved in accordance with
      this Section.

18.2  Executive Review: Any dispute arising under this Agreement that cannot be
      resolved in accordance with Section 18.1 shall be considered in person or
      by telephone by the executives of each Party specified in the immediately
      succeeding sentence [***]* of receipt of Dispute Notice from either Party
      pursuant to Section 18.1; provided, however, it is not mandatory that a
      dispute relating to Section 16.0 be resolved in accordance with this
      Section. The executives considering any dispute pursuant to this Section
      18.2 shall be (a) with respect to Customer, (1) [***]* and (2) [***]* and
      (b) with respect to Service Provider, [***]*. Unless such executives of
      the Parties otherwise agree, either Party may pursue its rights and
      remedies under Section 18.3 after the occurrence of such meeting or
      telephone conversation or the passage of [***]* after the receipt of a
      Dispute Notice from either Party (as confirmed by the Party that sent such
      Dispute Notice).

18.3  Mediation: If the Parties are unable to resolve a dispute pursuant to
      Section 18.1 or Section 18.2, then either Party may refer the dispute to
      non-binding mediation before a mediator reasonably acceptable to both
      sides; provided, however, it is not mandatory that a dispute relating to
      Section 16.0 be resolved in accordance with this Section. Unless the
      Parties otherwise agree, either Party may pursue its rights and remedies
      under Section 18.4 if any dispute subject to mediation in accordance with
      this Section 18.3 is not resolved after the passage of [***]* after the
      receipt of a Dispute Notice from either Party (as confirmed by the Party
      that sent such Dispute Notice).

18.4  Arbitration: Any dispute not resolved pursuant to Section 18.1, Section
      18.2 or Section 18.3 shall be finally and exclusively resolved through
      binding arbitration; provided, however, it is not mandatory that a dispute
      relating solely to Section 16.0 be resolved in accordance with this
      Section 18.4. Unless otherwise agreed by the Parties, a dispute submitted
      to binding arbitration pursuant to this Section 18.4 shall be resolved
      using the following procedure:

      (a) the arbitration shall be conducted in accordance with [***]* and
          judgment upon the award rendered by the arbitrator may be entered in
          any court having jurisdiction thereof;

      (b) the arbitration shall be conducted in [***]*;

      (c) the arbitrator shall have a background in, and knowledge of, the
          information technology services industry and shall be an appropriate
          person based on the nature of the dispute;

      (d) each Party shall appoint [***]* perform the arbitration and resolve
          the dispute; and

      (e) [***]*

18.5  Equitable Relief: Notwithstanding anything to the contrary in this
      Agreement, but subject to the provisions of Section 22.6 and Section 22.7,
      either Party may, without inconsistency with this Agreement, seek from a
      court any interim or provisional relief that may be necessary to protect
      the rights or property of that Party pending the resolution of the claim.

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                                       35
<PAGE>   36

19.0  INDEMNITIES:

19.1  Indemnification for Infringement by Service Provider:

      19.1.1   Except for Customer's responsibilities under Section 19.3,
               Service Provider agrees to indemnify, defend and hold Customer
               harmless from and against any and all Losses incurred by Customer
               arising from any third party claim of United States, trade
               secret, copyright or patent infringement asserted against
               Customer and caused by Customer's use of the Service Provider
               Proprietary Software, Service Provider Tools or the New
               Intellectual Property. Service Provider shall have no liability
               for any claim of infringement that results from or relates to (a)
               any modification or enhancement to the Service Provider
               Proprietary Software, Service Provider Tools or the New
               Intellectual Property by Customer or any third party by or
               through Customer unless such modification or enhancement was
               specifically directed by or specifically approved by Service
               Provider, (b) any failure by Customer to implement or install the
               Service Provider Proprietary Software, Service Provider Tools or
               the New Intellectual Property as directed by Service Provider, or
               (c) the combination, operation or use of the Service Provider
               Proprietary Software, Service Provider Tools or New Intellectual
               Property with any other Software, Machines, materials, items,
               services or resources that the Service Provider Proprietary
               Software, Service Provider Tools or New Intellectual Property
               were not designed or intended to be used in combination with
               (unless such combination, operation or use was specifically
               directed by or specifically approved by Service Provider), if
               such actual or alleged infringement would not have arisen absent
               such combination, operation or use. Service Provider shall also
               pass through to Customer all warranties that Service Provider is
               entitled to pass through in respect of Service Provider Third
               Party Software.

      19.1.2   During the Term, in the event the Service Provider Software, the
               Service Provider Tools or the New Intellectual Property, in
               Service Provider's opinion, are likely to or do become the
               subject of a claim of infringement, Service Provider shall, as
               applicable and as agreed by the Parties, (a) modify, to the
               extent allowed, the Service Provider Software, the Service
               Provider Tools or the New Intellectual Property to be
               non-infringing and/or (b) obtain for Customer a license to
               continue using Service Provider Software, the Service Provider
               Tools or the New Intellectual Property. Notwithstanding the
               foregoing, but during the Term, in the event Service Provider is
               unable to effectuate the solutions referred to in clauses (a) and
               (b) of this Section 19.1.2 in a commercially reasonable manner,
               and Customer and Service Provider, after input from and
               discussion with Customer, are unable to agree on a commercially
               reasonable workaround, then Service Provider shall have the right
               at its sole option, and upon notice to Customer, to terminate any
               Customer Services that Service Provider cannot reasonably perform
               without using the Service Provider Software, the Service Provider
               Tools or the New Intellectual Property that Service Provider has
               determined is or is likely to be the subject of a claim of
               infringement. In the event any Customer Service is terminated
               pursuant to this Section 19.1.2, (1) the license granted pursuant
               to this Agreement with respect to the Service Provider Software,
               the Service Provider Tools or the New Intellectual Property that
               Service Provider has determined is or is likely to be the subject
               of a claim of infringement shall terminate, (2) Customer shall
               return such Service Provider Software, the Service Provider Tools
               or New Intellectual Property to Service Provider and (3) Service
               Provider shall refund to Customer a pro rata portion of the fee
               paid to Service Provider hereunder for such Service Provider
               Software, the Service Provider Tools or New Intellectual Property
               based on a straight line depreciation over a five-year term
               beginning on the delivery of such Service Provider Software, the
               Service Provider Tools or New Intellectual Property to Customer.
               In addition, in connection with any termination of Customer
               Services pursuant to this Section 19.1.2, (i) the Parties shall
               use Change Control Management to assess the overall impact on the
               Parties' respective obligations under this Agreement resulting
               from such termination, (ii) Service Provider shall provide
               Termination Assistance Services pursuant to Section 3.5 with
               respect to such Customer Services and to the extent such
               Termination Assistance Services can be provided without
               infringement (iii) Service Provider shall cooperate with (A)
               Customer, if Customer shall perform such terminated Customer
               Service, or (B) any new provider of such terminated Customer
               Service that executes a confidentiality agreement in the form
               attached hereto as Schedule M.

19.2  Other Indemnification By Service Provider: Service Provider agrees to
      indemnify, defend and hold Customer and Customer Representatives harmless,
      from and against any and all Losses solely to the extent arising from any
      third party claim (a) for bodily injuries to, including fatal injury or
      disease to, Service Provider employees, (b) for damage to tangible real or
      personal property of Service Provider and Service Provider employees
      arising from or in connection with this Agreement, (c) for any products or
      services provided by Service Provider to third parties,



                                       36
<PAGE>   37

      (d) for any breach or default by Service Provider in the performance of
      Service Provider's obligations under agreements with third parties, (e)
      for any interest and penalties resulting from a breach by Service Provider
      of [***]* and (f) resulting from the acts or omissions of Service Provider
      in fulfilling its obligations under this Agreement.

19.3  Indemnification By Customer: Customer agrees to indemnify, defend and hold
      Service Provider and Service Provider Representatives harmless, from and
      against any and all Losses solely to the extent arising from any third
      party claim (a) for bodily injuries to, including fatal injury or disease
      to, Customer Associates, (b) for damage to tangible real or personal
      property of Customer and Customer Associates arising from or in connection
      with this Agreement, (c) of United States trade secret, copyright or
      patent infringement asserted against Service Provider caused by Service
      Provider's Use of the Customer Proprietary Software (excluding any
      modifications or derivative works or New Intellectual Property developed
      by Service Provider under this Agreement, except to the extent based on
      specific specifications or resources provided by or specifically directed
      by Customer or Customer Representatives), the Customer Machines and any
      other resources or items provided to Service Provider or Service Provider
      Representatives by Customer or Customer Representatives, (d) for any
      amounts, including taxes, interest and penalties resulting from a breach
      by Customer of [***]*, (e) for any products or services provided by
      Customer or Customer Representatives to third parties, (f) any breach or
      default by Customer in the performance of Customer's obligations under
      agreements with third parties and (g) resulting from the acts or omissions
      of Customer in fulfilling its obligations under this Agreement.

19.4  Indemnification Procedures: Subject to the provisions of Section 19.5,
      below, if any third party claim is commenced against a Party entitled to
      indemnification under Section 19.1, Section 19.2 or Section 19.3 (the
      "Indemnified Party"), notice thereof shall be given to the Party that is
      obligated to provide indemnification (the "Indemnifying Party") as
      promptly as practicable. If, after such notice, the Indemnifying Party
      shall acknowledge that this Section applies with respect to such claim,
      then the Indemnifying Party shall be entitled, if it so elects, in a
      notice promptly delivered to the Indemnified Party, to immediately take
      control of the defense and investigation of such claim and to employ and
      engage attorneys reasonably acceptable to the Indemnified Party to handle
      and defend the same, at the Indemnifying Party's sole cost and expense.
      The Indemnified Party shall cooperate, at the cost of the Indemnifying
      Party, in all reasonable respects with the Indemnifying Party and its
      attorneys in the investigation, trial and defense of such claim and any
      appeal arising therefrom; provided, however, that the Indemnified Party
      may, at its own cost and expense, participate, through its attorneys or
      otherwise, in such investigation, trial and defense of such claim and any
      appeal arising therefrom. No settlement of a claim pursuant to this
      Section that involves a remedy other than the payment of money by the
      Indemnifying Party shall be entered into without the consent of the
      Indemnified Party. After notice by the Indemnifying Party to the
      Indemnified Party of its election to assume full control of the defense of
      any such claim, the Indemnifying Party shall not be liable to the
      Indemnified Party for any legal expenses incurred thereafter by such
      Indemnified Party in connection with the defense of that claim. If the
      Indemnifying Party does not assume full control over the defense of a
      claim subject to such defense as provided in this Section, the
      Indemnifying Party may participate in such defense, at its sole cost and
      expense, and the Indemnified Party shall have the right to defend the
      claim in such manner as it may deem appropriate, at the cost and expense
      of the Indemnifying Party.

19.5  Subrogation: With respect to any claim for which a Party is entitled to
      indemnification from the other Party pursuant to Section 19.1, Section
      19.2 or Section 19.3 (such Parties being the Indemnified Party and the
      Indemnifying Party, as set forth in Section 19.4), the Indemnified Party
      shall only be entitled to seek, or actually seek, indemnification from the
      Indemnified Party if, prior to seeking such indemnification, the
      Indemnified Party agrees that the Indemnifying Party shall be subrogated
      to the rights of the Indemnified Party with respect to the claims and
      defenses to which such indemnification relates.

19.6  Exclusive Remedy: THE INDEMNIFICATION RIGHTS OF EACH PARTY PURSUANT TO
      SECTION 19.1, SECTION 19.2 AND SECTION 19.3, INCLUDING INDEMNIFICATION
      WITH RESPECT TO ANY INFRINGEMENT OR CLAIMS OF INFRINGEMENT, SHALL BE THE
      SOLE AND EXCLUSIVE REMEDY OF SUCH INDEMNIFIED PARTY WITH RESPECT TO THE
      CLAIMS TO WHICH SUCH INDEMNIFICATION RELATES.

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20.0  DAMAGES:

20.1  Direct Damages:

      20.1.1   Assertion of Claims. ALL CLAIMS AND ACTIONS BETWEEN THE PARTIES
               RELATING TO, DIRECTLY OR INDIRECTLY, OR ARISING FROM THIS
               AGREEMENT (INCLUDING THE CUSTOMER SERVICES), HOWEVER CAUSED,
               REGARDLESS OF THE FORM OF ACTION AND ON ANY THEORY OF LIABILITY,
               INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT,
               SHALL BE BROUGHT UNDER THIS AGREEMENT AND SHALL BE SUBJECT TO THE
               TERMS OF THIS AGREEMENT.

      20.1.2   Aggregate Limitation of Liability. EXCEPT AS SET FORTH IN SECTION
               20.3.1, SECTION 20.3.2 AND SECTION 20.3.3, THE ENTIRE LIABILITY
               OF A PARTY TO THE OTHER, IN EACH CASE ARISING FROM OR IN
               CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, REGARDLESS OF THE
               FORM OF ACTION AND ON ANY THEORY OF LIABILITY, INCLUDING
               CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE
               LIMITED TO DIRECT DAMAGES NOT TO EXCEED, IN THE AGGREGATE FOR ALL
               CLAIMS AND ACTIONS AGAINST A PARTY, [***]* (WITH RESPECT TO EACH
               PARTY AND SUBJECT TO INCREASE PURSUANT TO THE NEXT SENTENCE, A
               PARTY'S "DIRECT DAMAGES CAP"). FOR EACH RENEWAL PERIOD, BUT ONLY
               IN THE EVENT A PARTY'S DIRECT DAMAGES CAP HAS BEEN REDUCED BY A
               CLAIM, SUCH PARTY'S DIRECT DAMAGES CAP SHALL BE [***]*; PROVIDED,
               HOWEVER, IN NO EVENT SHALL A PARTY'S DIRECT DAMAGES CAP EXCEED
               THE AMOUNT [***]*

      20.1.3   Claim Minimums. NOTWITHSTANDING SECTION 20.1.1, SECTION 20.1.2 OR
               ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY SHALL BE
               LIABLE FOR OR SEEK RECOVERY FOR ANY DAMAGES FROM THE OTHER PARTY,
               ARISING FROM OR IN CONNECTION WITH ANY PARTICULAR CLAIM UNDER
               THIS AGREEMENT, TO THE EXTENT SUCH DAMAGES ARE LESS THAN [***]*;
               PROVIDED, THAT ONCE THE AMOUNT OF ALL SUCH CLAIMS OF ANY PARTY
               EXCEEDS [***]* IN ANY CALENDAR YEAR, THEN SUCH PARTY MAY SEEK
               RECOVERY FOR DAMAGES IN ACCORDANCE WITH THIS AGREEMENT AND THE
               OTHER PARTY SHALL BE LIABLE THEREFOR. THE PARTIES SHALL USE
               CHANGE CONTROL MANAGEMENT TO ADDRESS THE UNDERLYING CAUSES, IN
               THE EVENT (1) A SINGLE CLAIM FOR SUCH DAMAGES IS EQUAL TO OR
               GREATER THAN [***]* OR (2) THE AGGREGATE AMOUNT OF ALL CLAIMS FOR
               SUCH DAMAGES IS EQUAL TO OR GREATER THAN [***]* DURING ANY
               CALENDAR YEAR. IN CONNECTION WITH THE USE OF CHANGE CONTROL
               MANAGEMENT IN ACCORDANCE WITH THIS SECTION 20.1.3, THE PARTIES
               SHALL DISCUSS THE UNDERLYING CAUSES OF SUCH CLAIMS AND CONSIDER
               ANY APPROPRIATE MEASURES THAT CAN BE TAKEN TO MINIMIZE FUTURE
               CLAIMS.

20.2  Exclusion of Consequential Damages: EXCEPT AS SET FORTH IN SECTION 20.3.1,
      SECTION 20.3.2 AND SECTION 20.3.3, IN NO EVENT SHALL EITHER PARTY HAVE ANY
      LIABILITY, REGARDLESS OF THE FORM OF ACTION AND ON ANY THEORY OF
      LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT,
      FOR ANY LOSS OF INTEREST, PROFIT OR REVENUE BY THE OTHER PARTY OR FOR ANY
      CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY
      DAMAGES SUFFERED BY THE OTHER PARTY, ARISING FROM OR RELATED TO THIS
      AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      LOSSES OR DAMAGES.

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                                       38
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20.3  Exclusions to Limitations:

      20.3.1   Uncapped Claims: THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET
               FORTH IN SECTION 20.1.2 AND SECTION 20.2 ARE NOT APPLICABLE TO
               THIRD PARTY CLAIMS TO THE EXTENT A PARTY IS ENTITLED TO
               INDEMNIFICATION UNDER (A) SECTIONS 19.1 AND SECTION 19.2, BUT,
               WITH RESPECT TO 19.2(F), ONLY TO THE EXTENT ARISING FROM SERVICE
               PROVIDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND (B)
               SECTION 19.3, BUT, WITH RESPECT TO 19.3(G), ONLY TO THE EXTENT
               ARISING FROM CUSTOMER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

      20.3.2   Certain Third Party Claims Subject to Double Cap: TO THE EXTENT A
               PARTY IS ENTITLED TO INDEMNIFICATION FOR A THIRD PARTY CLAIM
               UNDER SECTION 19.2(F) OR 19.3(G) NOT COVERED BY SECTION 20.3.1
               [***]*.

      20.3.3   Claims of [***]*: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
               THIS AGREEMENT, TO THE EXTENT CUSTOMER IS ENTITLED TO
               INDEMNIFICATION UNDER THIS AGREEMENT RELATING TO A THIRD PARTY
               CLAIM BY [***]*, THE LIMITATIONS AND EXCLUSIONS SET FORTH IN
               SECTION 20.1.2 AND SECTION 20.2 SHALL NOT APPLY, BUT CUSTOMER
               SHALL ONLY BE ENTITLED TO RECOVER, IN THE AGGREGATE, DIRECT
               DAMAGES AND CONSEQUENTIAL DAMAGES UP TO [***]*.

      20.3.4   NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
               EVENT SHALL ONE PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
               DAMAGES IF, AND TO THE EXTENT, CAUSED BY THE FIRST PARTY'S
               FAILURE TO PERFORM ITS RESPONSIBILITIES, AS SET FORTH IN THIS
               AGREEMENT. SUBJECT TO SECTION 20.3.1, SECTION 20.3.2 AND SECTION
               20.3.3, THE LIMITATIONS, IF ANY, AND EXCLUSIONS, IF ANY, SET
               FORTH IN THIS AGREEMENT APPLY TO EACH PARTY AND ITS
               REPRESENTATIVES AND REPRESENT THE MAXIMUM, IF ANY, AGGREGATE
               AMOUNT FOR WHICH EACH PARTY AND ITS REPRESENTATIVES ARE
               COLLECTIVELY RESPONSIBLE, AND ALL REFERENCES IN THIS SECTION 20.0
               SHALL INCLUDE SUCH PARTY'S REPRESENTATIVES.

      20.3.5   Except as set forth in Section 15.4, in no event shall Service
               Provider or Service Provider Representatives be responsible or
               liable for (a) any corruption, damage, loss or mistransmission of
               data, (b) the security of data during transmission via public
               telecommunications facilities or (c) the content of any data
               provided by Customer or Customer Representatives.

20.4  Acknowledgment: Service Provider and Customer each acknowledge that the
      limitations and exclusions set forth in this Agreement have been the
      subject of active and complete negotiations between the Parties and
      represent the Parties' agreement based upon the level of risk to Service
      Provider and Customer associated with their respective obligations under
      this Agreement and the payments made to Service Provider pursuant to this
      Agreement.

21.0  INSURANCE AND FINANCIAL ABILITY:

21.1  Service Provider Insurance: Service Provider shall at its own expense
      secure and maintain throughout the Term, the following insurance with
      companies satisfactory and acceptable to Customer acting reasonably and
      shall furnish to Customer certificates evidencing such insurance on or
      prior to the first Process Effective Date and naming Customer as an
      additional insured on the policies. Said certificates shall contain a
      provision whereby the policy and/or policies shall not be canceled or
      altered without at least 30 days prior notice to Customer. The insurance
      coverages and limits required to be maintained by Service Provider shall
      be primary to insurance coverage, if any, maintained by Customer.

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                                       39
<PAGE>   40

      (a) Worker's Compensation Insurance which shall fully comply with the
          statutory requirements of all applicable state and federal laws and
          Employers' Liability Insurance which limit shall be [***]* per
          accident for Bodily Injury and [***]* per employee/aggregate for
          disease. Service Provider and its underwriter shall waive subrogation
          against Customer.

      (b) Commercial General Liability Insurance with a minimum combined single
          limit of liability of [***]* per occurrence per location and [***]*
          aggregate for bodily injury and/or death and/or property damage and/or
          personal injury. This shall include products/completed operations
          coverage and shall also include Broad Form Contractual coverage
          specifically for this Agreement.

      (c) Business Automobile Liability Insurance covering all owned, hired and
          non-owned vehicles and equipment used by Service Provider with a
          minimum combined single limit of liability of [***]* for injury and/or
          death and/or property damage.

      (d) Excess coverage with respect to the coverages referred to in clauses
          (a), (b) and (c) of this Section 21.1 with a minimum combined single
          limit of [***]* per occurrence. Notwithstanding the foregoing, Service
          Provider and Customer shall mutually agree on the type and amount of
          insurance coverage during the Adjustment Period.

      (e) Service Provider shall be responsible for Losses to Customer property
          and property of Customer's customers, directly or indirectly, and
          shall maintain Fidelity Bond coverage for the dishonest acts of its
          employees(1) in a minimum amount of [***]* during years one through
          three of the Term and (2) in a minimum amount of [***]* during years
          four through the remainder of the Term. Customer shall be named as
          "Loss Payee, As Their Interest May Appear," on such Fidelity Bond.
          Notwithstanding the foregoing, Service Provider and Customer shall
          mutually agree on the type and amount of insurance coverage during the
          Adjustment Period.

      (f) Errors and Omissions insurance covering Losses due to errors and
          omission of the Project Staff (1) in a minimum amount of [***]* in
          aggregate during years one through three of the Term and (2) in a
          minimum amount of [***]* in aggregate during years four through the
          remainder of the Term. Notwithstanding the foregoing, Service Provider
          and Customer shall mutually agree on the type and amount of insurance
          coverage during the Adjustment Period.

21.2  Financial Ability: Customer shall provide Service Provider access to a
      copy of the Annual Report provided to its stockholders [***]*.

21.3  Insurance Documentation: To the extent Service Provider obtains or
      maintains third party insurance pursuant to Section 21.1, Service Provider
      shall, furnish to Customer certificates of insurance or other appropriate
      documentation (including evidence of renewal of insurance) evidencing all
      coverages referenced in Section 21.1.

22.0  MISCELLANEOUS PROVISIONS:

22.1  Notices: Except as otherwise specified in this Agreement, all notices,
      requests, consents, approvals, agreements, authorizations,
      acknowledgements, waivers, proposals, amendments and other communications
      required or permitted under this Agreement shall be in writing and shall
      be deemed given when sent by facsimile to the facsimile numbers specified
      below and receipt is verified, or delivered by hand to the addresses
      specified below. A copy of any such notice sent by facsimile shall also be
      sent by express air mail on the date such notice is transmitted by
      facsimile to the addresses specified below. Either Party may change its
      address or facsimile number for notification purposes by giving the other
      Party 10 days' notice of the new address or facsimile number and the date
      upon which it shall become effective.

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                                       40
<PAGE>   41

      Address for Notices: Service Provider      Address for Notices: Customer

      Exult, Inc.                                Bank of America Procurement
      401 North Tryon Street                     Services
      Charlotte, North Carolina  28255           _______________________________
      [***]*                                     _______________________________
      Telephone:_________________________        ATTN: _________________________
      Facsimile:_________________________        Agreement No.: 23191-001-001
                                                 Telephone:_____________________
                                                 Facsimile:_____________________

      With a copy to:                            With a copy to:
      Exult, Inc.                                [CUSTOMER CLIENT EXECUTIVE]
      4 Park Plaza, Suite 1000                   _______________________________
      Irvine, California  92614                  _______________________________
      [***]*                                     _______________________________
      [***]*                                     ATTN: _________________________
      [***]*                                     Telephone:_____________________
                                                 Facsimile:_____________________

22.2  Assignment and Third Party Beneficiaries: Neither Party may, without the
      consent of the other, assign this Agreement or any of its rights under
      this Agreement, in whole or in part, and may not delegate its obligations
      under this Agreement. Any such purported assignment or delegation in
      contravention of this Section shall be null and void. [***]* (c) assign
      its right to receive Fees under this Agreement as security or collateral
      for its obligations or the obligations of its affiliates and provide
      Customer with notice thereof. Each Party intends that this Agreement shall
      not benefit, or create any right or cause of action in or on behalf of,
      any person or entity other than the Parties.

22.3  Relationship: The Parties intend to create an independent contractor
      relationship and nothing contained in this Agreement shall be construed to
      make either Customer or Service Provider (or their respective
      Representatives) partners, joint venturers, principals, Representatives or
      employees of the other. No officer, director, employee or Service Provider
      Representative retained by Service Provider to perform work on Customer's
      behalf under this Agreement shall be deemed to be an employee of Customer
      or a Customer Representative. Neither Party shall have any right, power or
      authority, express or implied, to bind the other. Service Provider shall
      have the sole right to supervise, manage, contract, direct, procure,
      perform or cause to be performed, all work to be performed by Service
      Provider under this Agreement.

22.4  Severability and Waivers: If any provision of this Agreement is held by a
      court of competent jurisdiction to be contrary to Law, then the remaining
      provisions of this Agreement, if capable of substantial performance, shall
      remain in full force and effect. No delay or omission by either Party to
      exercise any right or power it has under this Agreement shall impair or be
      construed as a waiver of such right or power. A waiver by any Party of any
      breach or covenant shall not be construed to be a waiver of any succeeding
      breach or any other covenant. All waivers must be signed by the Party
      waiving its rights.

22.5  Survival: The terms of Section 3.4, Section 3.5, Section 3.6, Section 4.7,
      Section 5.1 through Section 5.5, Section 5.7 through Section 5.9, Section
      5.12, Section 11.3, Section 12.0, Section 13.2, Section 16.0, Section
      17.0, Section 18.0, Section 19.0, Section 20.0, Section 22.6, Section
      22.7, Section 22.9 and Section 22.13, and such other provisions that by
      their nature are necessary, shall survive the expiration or termination of
      this Agreement.

22.6  Governing Law: This Agreement and the rights and obligations of the
      Parties under this Agreement shall be governed by and construed in
      accordance with the Laws of California, without giving effect to the
      principles thereof relating to the conflicts of Laws.

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                                       41
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22.7  Sole and Exclusive Venue: Subject to the provisions of Section 16.0 and
      Section 18.0, each Party irrevocably agrees that any legal action, suit or
      proceeding brought by it in any way arising out of this Agreement must be
      brought solely and exclusively in United States District Court for the
      Central District of California or in the state courts of the State of
      California and irrevocably accepts and submits to the sole and exclusive
      jurisdiction of each of the aforesaid courts in personam, generally and
      unconditionally with respect to any action, suit or proceeding brought by
      it or against it by the other Party; provided, however, that this Section
      shall not prevent a Party against whom any legal action, suit or
      proceeding is brought by the other Party from seeking to remove such legal
      action, suit or proceeding, pursuant to applicable federal law, to the
      district court of the United States of America for the district and
      division embracing the place where the action is pending in the state
      courts of California, and in the event an action is so removed each Party
      irrevocably accepts and submits to the jurisdiction of the aforesaid
      district court. Each Party hereto further irrevocably consents to the
      service of process from any of the aforesaid courts by mailing copies
      thereof by registered or certified mail, postage prepaid, to such Party at
      its address designated pursuant to Section 22.1 of this Agreement, with
      such service of process to become effective 30 days after receipt of such
      mailing.

22.8  Force Majeure: If and to the extent that a Party's performance of any of
      its obligations pursuant to this Agreement is prevented, hindered or
      delayed by fire, flood, earthquake, elements of nature or acts of God,
      acts of war, terrorism, riots, civil disorders, rebellions, action or
      inaction of any governmental entity, revolutions, strikes, labor disputes,
      any acts or omissions by a third party, any third party products or any
      other cause beyond the reasonable control and without negligence of such
      Party, including material failures or fluctuations in electrical power,
      heat, light, air conditioning, telecommunications equipment, data
      processing systems, or ACH or other systems maintained by third parties or
      Governmental Authorities and utilized in the performance of the Customer
      Services, (each, a "Force Majeure Event"), then the non-performing,
      hindered or delayed Party shall be excused for such non-performance,
      hindrance or delay, as applicable, of those obligations affected by the
      Force Majeure Event for as long as such Force Majeure Event continues and
      such Party continues to use commercially reasonable efforts to recommence
      performance whenever and to whatever extent possible without delay,
      including through the use of alternate sources, workaround plans or other
      means. Upon the occurrence of a Force Majeure Event, each Party shall
      comply with its obligations under the Existing DRPs or any New DRPs, as
      applicable. The Party whose performance is prevented, hindered or delayed
      by a Force Majeure Event shall immediately notify the other Party of the
      occurrence of the Force Majeure Event and describe in reasonable detail
      the nature of the Force Majeure Event and discuss with the other Party the
      availability and feasibility of alternate sources, workaround plans and
      other means of restoring the affected Customer Services. If any Force
      Majeure Event prevents, hinders or delays performance of the Customer
      Services (even after resorting to the Existing DRPs or New DRPs, as
      applicable) for more than [***]*, Customer may procure such Customer
      Services from an alternate source agreed upon by the Parties, and,
      commencing on the [***]* after the commencement of a Force Majeure Event,
      Service Provider shall reimburse Customer for the costs and expenses
      incurred by Customer in procuring such alternate services, to the extent
      that those costs and expenses exceed the Fees for such Customer Services.
      If after [***]* after the commencement of a Force Majeure Event, Service
      Provider is not able to perform the Customer Services in accordance with
      this Agreement (including performance of its obligations under Section
      7.1) without material increased cost to Customer, then Customer may
      terminate the affected Process for cause and the Parties shall use Change
      Control Management to address the impact of such termination on the other
      Customer Services and the Fees covered under this Agreement.

22.9  Nonperformance: In the event either Party's performance of its obligations
      under this Agreement requires or is contingent upon the other Party's
      performance of an obligation under this Agreement, and such other Party,
      after receiving notice that it has not performed such obligation, delays
      or withholds such performance beyond the agreed-upon time period (or
      beyond [***]*, if a time period is not specified), the time for the
      performance of the notifying Party's obligations shall be extended for the
      period of such delay in, or withholding of, performance.

22.10 Environmental Initiative: Service Provider acknowledges that Customer
      encourages each vendor with which it enters into an agreement for the
      provision of goods or services to use, consistent with the efficient
      performance of such agreements, recycled paper goods and to implement and
      adhere to other environmentally beneficial policies and practices.


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22.11 Minority Business Development Initiative:

      22.11.1  Service Provider recognizes Customer's Business Development
               Initiative supporting Minority-Owned Business Enterprises and
               Women-Owned Business Enterprises and is committed to
               participation of Minority-Owned Business Enterprises and
               Women-Owned Business Enterprises in its procurement and
               professional services programs.

      22.11.2  To qualify as a Minority-Owned Business Enterprise or a
               Woman-Owned Business Enterprise under this Agreement, such
               business enterprise must be certified by an agency acceptable to
               Customer.

      22.11.3  Service Provider is not a Minority-Owned Business Enterprise or a
               Woman-Owned Business Enterprise. Within 90 days after the
               Agreement Date, the Parties shall meet to discuss a plan pursuant
               to which the Parties will work together to enable Service
               Provider to contribute to Customer's Minority Development
               Initiative in accordance with this Section 22.11.

      22.11.4  As part of the plan referred to in Section 22.11.3, as mutually
               agreed by the Parties, Service Provider shall either (a) use
               Minority-Owned Business Enterprises in connection with its
               provisions of the Customer Services in an amount to be mutually
               agreed upon by the Parties; (b) use Women-Owned Business
               Enterprises in connection with its provision of the Customer
               Services in an amount to be mutually agreed upon by the Parties;
               or (c) undertake such other activities as mutually agreed by the
               Parties that will enable Service Provider to contribute to
               Customer's Minority Development Initiative.

22.12 Right to Provide Customer Services: Except as provided in Section 4.1.3
      and Section 4.3.2, each Party recognizes that Service Provider personnel
      providing services to Customer under this Agreement, including the Project
      Staff, may perform similar services for others, and this Agreement shall
      not prevent Service Provider from using such personnel and any equipment
      used to provide Customer Services to Customer under this Agreement for
      such purposes.

22.13 Right to Subcontract:

      22.13.1  Each Party recognizes that Service Provider may subcontract, in
               its sole discretion, any of its obligations or responsibilities
               under this Agreement; provided, however, with respect to any
               subcontract (other than the Assigned Agreements) that [***]*,
               Service Provider shall obtain Customer's consent prior to
               subcontracting such Customer Services. Notwithstanding the
               immediately preceding sentence and except for the Subcontractors
               already being used by Service Provider as of the Agreement Date,
               Service Provider shall not permit any Subcontractor of Service
               Provider to perform any Customer Services unless and until
               Service Provider has entered into a subcontract with such
               Subcontractor containing provisions at least as favorable to
               Customer as those in this Agreement with respect to security,
               transitional assistance services, Confidential Information,
               Customer Data, intellectual property and other proprietary
               rights, and audit/inspection rights.

      22.13.2  Unless and to the extent otherwise agreed by the Parties, Service
               Provider shall be responsible for any failure by any
               Subcontractor of Service Provider or personnel of such
               Subcontractor to perform Customer Services in accordance with
               this Agreement or to comply with any duties or obligations
               imposed on Service Provider under this Agreement to the same
               extent as if such failure to perform or comply was committed by
               Service Provider.

      22.13.3  Service Provider shall comply with and shall cause all Service
               Provider Representatives to comply with all personnel, facility,
               safety and security rules and regulations and other reasonable
               instructions of Customer of which Service Provider has been given
               notice by Customer, when performing work at a Customer Service
               Location, and shall perform the Customer Services at the Customer
               Service Locations in such a manner as to avoid endangering the
               safety, or materially interfering with the convenience of,
               Customer, Customer Representatives and their respective
               customers.

------------------
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                                       43
<PAGE>   44

      22.13.4  Customer shall provide Service Provider with copies of such
               applicable safety and security rules and regulations as such
               safety and security rules and regulations are revised. Service
               Provider understands that Customer operates under various Laws
               that are unique to the security-sensitive banking industry. As
               such, persons engaged by Service Provider to provide Customer
               Services under this Agreement are held to a higher standard of
               conduct and scrutiny than in other industries or business
               enterprises. Service Provider understands and acknowledges that
               the Service Provider Representatives shall possess appropriate
               character, disposition and honesty conducive to the environment
               where Services are provided under this Agreement. Service
               Provider shall, to the extent permitted by Law, exercise
               reasonable and prudent efforts to comply with the security
               provisions of this Agreement.

22.14 Further Assurances: Each of the Parties acknowledges and agrees that,
      subsequent to the execution and delivery of this Agreement and without any
      additional consideration, each of the Parties shall execute and deliver
      any further legal instruments and perform any actions which are or may
      become necessary to effectuate the purposes of this Agreement.

22.15 Solicitation: Except as otherwise provided in Section 2.8 of Schedule T
      and in Schedule J, during the Term and for [***]* after the expiration or
      termination of this Agreement, neither Party shall directly solicit any
      employees of the other Party without such Party's consent; this shall not
      preclude the indirect solicitation of employees through general
      advertisements or recruiting efforts intended for the general public.

22.16 Negotiated Terms: The Parties agree that the terms and conditions of this
      Agreement are the result of negotiations between the Parties and that this
      Agreement shall not be construed in favor of or against any Party by
      reason of the extent to which any Party or its professional advisors
      participated in the preparation of this Agreement.

22.17 Consents, Approvals and Requests: Except as specifically set forth in this
      Agreement, all consents, approvals, notices, requests and similar actions
      to be given by either Party under this Agreement shall not be unreasonably
      withheld or delayed and each party shall make only reasonable requests
      under this Agreement.

22.18 Entire Agreement; Amendments; Counterparts: This Agreement represents the
      entire agreement between the Parties with respect to their subject matter,
      and there are no other representations, understandings or agreements
      between the Parties relative to such subject matter. No amendment to, or
      change, waiver or discharge of, any provision of this Agreement shall be
      valid unless signed by an authorized representative of each of the
      Parties. This Agreement may be executed in any number of counterparts,
      each of which shall be deemed an original, but all of which taken together
      shall constitute one single agreement between the Parties.

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                                       44
<PAGE>   45
PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
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                               SERVICES AGREEMENT

                                   SCHEDULE A

                             DESCRIPTION OF SERVICES

                                      FINAL



<PAGE>   46

PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

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

2 HUMAN RESOURCES SERVICES.................................................2

  2.1 TOTAL COMPENSATION...................................................2
      2.1.1  Benefits......................................................2
      2.1.2  Payroll.......................................................2

  2.2 CUSTOMER ASSOCIATE DATA MANAGEMENT...................................2
      2.2.1  Customer Associate Data and Records Management................2
      2.2.2  Information Technology and Information Services ("IT")........3

  2.3 ORGANIZATION AND PEOPLE DEVELOPMENT..................................3
      2.3.1 Policy and Legal Compliance....................................3

3 FINANCE AND ACCOUNTING SERVICES..........................................3

  3.1 TRANSACTION PROCESSING...............................................3
      3.1.1  Accounts Payable ("AP").......................................3
      3.1.2  Travel and Expense (T&E) Claim Processing.....................4
      3.1.3  Asset Management Services.....................................4


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                                   SCHEDULE A

                             DESCRIPTION OF SERVICES

1   INTRODUCTION

    This Schedule describes certain duties, obligations and responsibilities of
    Service Provider and of Customer in performing the Services.

    Except where specifically set out in the Transition Plan, from the
    applicable Process Effective Date, Service Provider shall provide each
    Process included in the Services, (defined as Benefits, Payroll, Customer
    Associate Data and Records Management, Information Technology and
    Information Services, Policy and Legal Compliance, Accounts Payable, Travel
    and Expense Claim Processing and Asset Management Services) [***]*.

    1.1 "Client Service Centers" or "CSC" - as used in the Schedules, Client
    Service Centers means Service Providers locations from which Customer
    Services are provided.

    1.2 "Customer IT Domain" - shall mean the data processing infrastructure,
    servers, data communications equipment, local area networks, desktop
    equipment and support, common office environment, and wide area network
    facilities (including the link between the Service Provider IT Domain and
    the Customer IT Domain) operated and maintained by Customer and/or operated
    and maintained by third parties under third party contracts managed by
    Customer.

    1.3 "Service Provider IT Domain" - shall mean the CSC infrastructure, data
    processing infrastructure, servers, data communications equipment, local
    area networks, desktop equipment and support, common office environment, and
    wide area network facilities, operated and maintained by Service Provider
    and/or operated and maintained by Service Provider Subcontractors.

    Service Provider shall assume responsibility for each of the Processes set
    out in this Schedule on the applicable Process Effective Date. The following
    legend applies for all tables in this Schedule A.

                                  Table Legend

                         X    Performs Responsibility

                         A           Approves


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                                       1


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

2   HUMAN RESOURCES SERVICES

    Service Provider and Customer will perform the Human Resources (HR) services
    as described in this Section 2.

    2.1 TOTAL COMPENSATION

        2.1.1 Benefits

              Benefits include [***]* and [***]* to Customer Associates. The
              function determines the appropriate competitive level and mix of
              benefits for Customer, including [***]*.

              [***]*

              [***]*

        2.1.2 Payroll

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

              [***]*

              [***]*

    2.2 CUSTOMER ASSOCIATE DATA MANAGEMENT

        2.2.1 Customer Associate Data and Records Management

              Customer Associate Data and Records Management responsibilities
              include all activities necessary to capture, track, modify and
              report Customer Associate related electronic and physical data.
              Customer Associate Data includes data on active Customer
              Associates, inactive Customer Associates such as terminated, term
              vested, deceased, and annuitants, and appropriate non-Customer
              Associate populations.

              [***]*

              [***]*



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PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------

        2.2.2 Information Technology and Information Services (IT)

              IT refers to the information technology environment within which
              the Processes operate. This section specifically refers to the
              hardware, software, and networks that enable the Processes
              addressed elsewhere within this document.

                  [***]*

                  [***]*

    2.3 ORGANIZATION AND PEOPLE DEVELOPMENT

        2.3.1 Policy and Legal Compliance

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

              [***]*

              [***]*

3   FINANCE AND ACCOUNTING SERVICES

    3.1 TRANSACTION PROCESSING

        3.1.1 Accounts Payable (AP)

              Accounts Payable responsibilities include the set of activities
              that must be performed to ensure that Customer's legitimate
              financial obligations to its suppliers and vendors are fulfilled
              in a timely and accurate manner.

              [***]*

              [***]*


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PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------

        3.1.2 Travel and Expense (T&E) Claim Processing

              Travel and Expense Claim responsibilities include the set of
              activities that must be performed to ensure that Customer's
              legitimate financial obligations to reimburse its Customer
              Associates for business expenses incurred are fulfilled in a
              timely and accurate manner.

              [***]*

              [***]*

        3.1.3 Asset Management Services

              Asset management responsibilities include the set of activities
              that must be performed to ensure that Customer's assets are
              accurately reflected in the assets register and on the balance
              sheet, and that information regarding those assets is accurate and
              accessible to support decision making.

              [***]*

              [***]*



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                                       4

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PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


                               SERVICES AGREEMENT


                                   SCHEDULE B


                                 SERVICE LEVELS


                                      FINAL




<PAGE>   52

PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS





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

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

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

4  FEES AT RISKS............................................................2




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

                                   SCHEDULE B

                                 SERVICE LEVELS

1   INTRODUCTION

    This Schedule describes the principles and parameters governing the Service
    Levels that will be measured. This Schedule also describes how such Service
    Levels shall be established.


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

    1.1 Key Performance Indicators (KPIs) - Service Levels that must be met to
        avoid a significant financial or business impact to Customer; and

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

    The process for initially establishing these Service Levels is described in
    Section 3 of this Schedule.

2   PRINCIPLES GOVERNING SERVICE LEVELS

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

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

    2.3 A limited number of Service Levels shall be designated as KPIs as
        mutually agreed by the Parties.

    2.4 Service Levels are designed to measure quality and cost issues that are
        clearly identifiable by Customer business users.

    2.5 Service Provider's performance of the Services at the Service Levels is
        subject to Customer performing its obligations and responsibilities
        under this Agreement.

3   PROCESS

    Prior to the Agreement Date, the parties have agreed on the KPI Service
    Level measurements, target metrics and process weightings, as well as a
    representative list of RSL measurements identified below. Service Level
    metrics shall be determined following the Agreement Date in accordance with
    the process identified below.

    3.1 KPIs

        3.1.1 [***]*


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

        3.1.2 KPI Process Weightings

              Customer shall assign each KPI a weighting of no less than [***]*
              and no greater than [***]*. The total KPI process weighting for
              all KPI Service Levels shall equal [***]*.

        3.1.3 Key Performance Indicator Table

              [***]*

              Service Provider shall have no liability [***]* those systems,
              hardware or other technical infrastructure supplied or controlled
              by Service Provider under this Agreement.

    3.2 RSLs

        Below is a representative list of RSLs that will be adjusted and agreed
        between the Parties during the [***]* validation period following each
        Process Effective Date. After the [***]* validation period, the revised
        RSL measurements and metrics shall be implemented and reported on an
        on-going basis.

        [***]*

        3.2.1 Reporting Service Level Table

        Any requests for additional RSLs following the [***]* validation period
        shall be subject to Change Control Management and the Parties recognize
        that an appropriate equitable adjustment to the Fees may be necessary to
        implement such RSLs.

   3.3  ANNUAL SERVICE LEVELS REVIEW

        The steering committee (1) shall review the Service Levels annually, (2)
        use Change Control with respect to any Service Levels that require
        periodic adjustment pursuant to this Agreement or are no longer
        appropriate because of an increase, decrease or change to the Services,
        shall adjust the Service Levels and (3) with respect to all other
        Service Levels, may adjust the Service Levels for the subsequent
        contract year. In addition, either Party may, at any time upon notice to
        the other Party, initiate negotiations to review and, upon agreement,
        adjust any Service Level which such Party in good faith believes is
        inappropriate. [***]*

4   FEES AT RISK

    4.1 RSLs shall not be subject to Fees At Risks.

    4.2 [***]* the applicable Fees At Risks as set out in Schedule C or [***]*
        available as outlined in Section 7.3.1.

    4.3 Failure by Service Provider to meet the KPIs resulting from a single
        event shall constitute a single failure by Service Provider to meet the
        KPIs. If a single event causes multiple failures to meet the KPIs,
        Service Provider's liability [***]* for a single failure by Service
        Provider to meet the KPIs [***]* as outlined in Section 7.4.(b) of the
        Agreement.

    4.4 Applicable Fees At Risks for missed KPIs, except for Vendor Management
        KPIs, shall be calculated on a [***]* and [***]*. Applicable Fees At
        Risks for the Vendor Management KPI shall be calculated on an [***]*.

    4.5 Service Provider shall be allowed [***]* KPI within each [***]*
        reconciliation period.


----------------
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                                       2
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PROPRIETARY AND CONFIDENTIAL                           CUSTOMER/SERVICE PROVIDER
--------------------------------------------------------------------------------


                               SERVICES AGREEMENT

                                   SCHEDULE C

                                      FINAL

                                FEES AND CHARGES

<PAGE>   56

PROPRIETARY AND CONFIDENTIAL                           CUSTOMER/SERVICE PROVIDER
--------------------------------------------------------------------------------


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

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

3.  CUSTOMER BASELINE SPEND VERIFICATION.....................................2

4.  CHARGING METHODOLOGY.....................................................3

    4.1    BASELINE CHARGES..................................................3
    4.2    ARCS/RRCS.........................................................5
    4.3    FEES AT RISK......................................................6

5.  PASS THROUGH EXPENSES AND OTHER CHARGES..................................7

    5.1    PASS THROUGH EXPENSES.............................................7

6.  INVOICING................................................................7

7.  TERMINATION..............................................................8

    7.1    TERMINATION FOR CONVENIENCE.......................................8
    7.2    TERMINATION FOR CHANGE OF CONTROL.................................8
    7.3    TERMINATION FOR CAUSE.............................................8
    7.4    OTHER TERMINATION FEES............................................8

8.  COST OF LIVING ADJUSTMENT................................................8

9.  CONTRACT MINIMUMS........................................................8

10. NON-LABOR RELATED SYSTEMS AND OTHER CHARGES..............................8

    10.1 NON-LABOR RELATED SYSTEMS AND OTHER CHARGES TO SERVICE PROVIDER.....9

11. ASSUMPTIONS..............................................................9

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1.  INTRODUCTION


This Schedule describes the methodology for determining the charges to be paid
by Customer to Service Provider for the performance by Service Provider of its
obligations under this Agreement as well as the associated processes for
invoicing Customer for such charges. In addition, this Schedule identifies
charges to be paid by Service Provider for other services provided by Customer
in support of the Services.

2.  DEFINITIONS

Unless otherwise specified, any capitalized terms that are not defined in this
Schedule shall have the meanings assigned to them in this Agreement. The
following terms shall have the meanings set out below:

"Actual Resource Units" means the actual volumes of Services delivered with
respect to a Resource Unit Category, calculated in accordance with Section
4.2.1. of this Schedule.

"Additional Resource Charge" or "ARC" means the incremental charges payable by
Customer in addition to the Baseline Charges when Service Provider delivers
volumes Services with respect to Resource Unit Categories that exceeds the upper
limit for the applicable Baseline Volumes.

"Associates Served" means any Customer Associates(or, where appropriate, retiree
or temporaryemployee) supported by Service Provider or eligible to receive
Services from Service Provider, measured monthly on the last business day of the
month from the applicable database.

"Band" means, with respect to each Resource Unit Category, the range of volumes
of Service that Service Provider will deliver that are greater than or less than
the Baseline Volume related to such Resource Unit Category as set forth Table
4.2.1 of this Schedule and subject to adjustment by verification.

"Baseline Charges" means the amounts, [***]* to Service Provider, consisting of
the sum of [***]*, plus [***]*, in each case determined for each Process as of
the Process Effective Date related to such Process and subject to adjustment by
verification.

"Baseline Volume" means with respect to [***]* and (b) for all other Resource
Unit Categories, the [***]*, as set forth in Table 4.2.1.1 of this Schedule and
subject to adjustment by verification.

"Contract Year" means each 12-month period commencing on the Agreement Date and
each anniversary of the Agreement Date.

"Customer Baseline Spend" means [***]*.

"Electronic Invoices" means Associates Served electronically processed invoices
including recurring invoices and automated travel and expense reports.

"Fees at Risk" means an amount to be credited or paid to Customer, at the
Customer's option, in the event of an unexcused failure by Service Provider to
achieve a Key Performance Indicator as specified in Schedule B.

"Full-Time Equivalent" or "FTE" means [***]*.

"HR, AP, and IT Costs" means [***]*.


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"HR, AP, and IT Labor Costs" means [***]* as identified in Table 4.1.1.1.

"HR, AP and IT Other Costs" means [***]* as identified in Table 4.1.3.1 ("HR, AP
and IT Non-Labor-Related Other Costs").

"IT" means the Information Technology and Information Services specified in
Section [2.2.2] of Schedule A of this Agreement.

"Manual Checks" means payment requests requiring special processing, handling,
and payments sent by couriers.

"Major Enhancement" means application changes with an estimated effort of more
than [***]*.

"Minimum Payment" means the minimum annual payments described by Section 9 of
this Schedule.

"Minor Enhancement" means application changes with an estimated effort of
[***]*."Payroll Advises" means any paycheck, direct deposit and other electronic
form of payment caused to be issued by Service Provider in the performance of
its payroll responsibilities as defined in Section 2.1.2 of Schedule A.

"Person-Day" means [***]*.

"Payroll Advises" means any paycheck, direct deposit and other electronic form
of payment caused to be issued by Service Provider in the performance of its
payroll responsibilities as defined in Section 2.1.2 of Schedule A.

"Process Effective Date" means, with respect to any Process, the date on which
Service Provider assumes management of and becomes responsible for such Process.

"Project FTEs" means the number of FTEs included in the Baseline Charges that
are assigned to complete and support the In-Flight Projects described in
Schedule H. The number of Project FTEs as of the Agreement Date is [***]*;
provided, however, that the Parties may use Change Control Management to adjust
the number of Project FTEs.

"Reduced Resource Charge" or "RRC" means the incremental credits to Customer
that apply when Service Provider delivers volumes of Service with respect to a
Resource Unit Category that are the lower limits for the related Baseline
Volume.

"Resource Unit Category" means each Service for which (i) there is a Baseline
Volume and (ii) Actual Resource Units are measured, as identified in Table
4.2.1.1

"Significant Event" means any event or series of events that results in a net
increase or decrease in the number of Customer Associates of [***]*

3.  CUSTOMER BASELINE SPEND VERIFICATION

During the [***]* period following the Agreement Date, the Parties shall verify
Customer Baseline Spend, including all categories of HR, AP and IT Costs. This
shall include (i) verification of salaries of staff transferred to Service
Provider, (ii) discussions with or otherwise questioning knowledgeable members
of Customer's HR and AP staff concerning Customer operations and
responsibilities, (iii) review of Third Party Contracts to confirm assignability
and cost, (iv) validation of rates and associated charges from Customer, (v)
confirmation of the numbers of FTEs engaged in the performance of the Services
and (vi)


------------------------
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PROPRIETARY AND CONFIDENTIAL                           CUSTOMER/SERVICE PROVIDER
--------------------------------------------------------------------------------


confirmation of baseline volumes Upon completion of verification, this
Schedule will be amended by mutual agreement to adjust Customer Baseline Spend,
HR, AP, and IT Costs, and termination fees associated with termination for
convenience pursuant to Section 3.2.3 of the Agreement, as appropriate, and the
Parties shall use Change Control Management to assess the impact on any other
Schedule of any such adjustment. Any disputes between the Parties concerning
verification shall be resolved in accordance with Section 18.0. of this
Agreement. Adjustments determined from verification shall be retroactive to the
Agreement Date.

4.  CHARGING METHODOLOGY

4.1 BASELINE CHARGES

Service Provider's Baseline Charges payable by Customer and are based on [***]*.
During the first Contract Year, Baseline Charges shall commence by Process based
on the Process Effective Date as identified in Section 4.1.7 of this Schedule.
Once the Process Effective Date has occurred, Baseline Charges will be invoiced
[***]*. Service Provider's Baseline Charges for each calendar quarter shall
equal:

    [***]*

    [***]*

    4.1.1 Allocation of HR, AP and IT Labor Costs Baseline Charges Among
          Processes

    HR, AP and IT Labor Costs are allocated among Processes as follows:


                            HR, AP AND IT LABOR COSTS

                                  TABLE 4.1.1.1

    [***]*

    * Commencing during the first month of the second Contract Year

    4.1.2 Allocation of HR, AP, and IT Labor Related Other Costs

    HR, AP and IT Labor Related Other Costs are allocated among Processes as
    follows:

                    HR, AP, AND IT LABOR RELATED OTHER COSTS

                                  TABLE 4.1.2.1

    [***]*

    * Commencing during the first month of the second Contract Year


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    4.1.3 HR, AP and IT Non-Labor Related Other Costs


    HR, AP and IT Non-Labor Related Other Costs are allocated among Processes as
    follows:


                  HR, AP, AND IT NON-LABOR RELATED OTHER COSTS

                                  TABLE 4.1.3.1

    [***]*

    4.1.4 Projects

          4.1.4.1  In-Flight Projects

    With exception to the upgrade of [***]* to a higher version, if (i) the
    number of FTEs required to complete or support the In-Flight Projects is
    greater than the total number of Project FTEs designated in Schedule H for
    all In-Flight Projects or (ii) the completion or support of the In-Flight
    Projects requires skills not included within the Project FTEs, then the
    Parties shall use Change Control Management to discuss the use and cost of
    additional FTEs or FTEs that posses the skills necessary to complete and/or
    support the In-Flight Projects, as applicable. Table 4.1.4.2 sets forth the
    standard FTE fees and consulting fees, which may be adjusted [***]* based on
    the then current Service Provider rates.

    For the upgrade of [***]* to a higher version, use of staff greater than the
    number of Project FTEs designated by Customer for the [***]* upgrade shall
    be included up to a charge of [***]* based on the standard FTE fees shown in
    Table 4.1.4.2, will be based on the then current Service Provider rates. Any
    charges above the [***]* will be determined through Change Control and be
    the responsibility of the Customer.

          4.1.4.2  New Projects

    The FTE fees, consulting fees and resources required to complete or support
    any new project that is not an In-Flight Project will be determined in
    accordance with Change Control Management. Table 4.1.4.2 sets forth standard
    FTE fees and consulting fees, which may be adjusted by Service Provider
    [***]* based on the then current Service Provider rates, that may be
    incurred. [***]*


                              PROJECT BILLING RATES

                                  TABLE 4.1.4.2

    [***]*

    4.1.5 Non-Supported Software


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

    Upgrades to versions of [***]* or other Software that are not currently
    supported by the respective vendors that are (i) requested by Customer or
    (ii) necessary to enable Service Provider to perform the Services in
    accordance Section 12.1.1 of this Agreement until such time as [***]*. as
    applicable.. Such upgrades, and the costs and resources to accomplish such
    upgrades, must be approved through Change Control Management.

    4.1.6 Changes to Service Levels

    Should Customer request the support of Service Levels solely for Customers
    benefit that are higher than Service Levels currently supported, the
    equipment, tools and resources required to support such enhanced Service
    Levels must be approved through Change Control Management.

    4.1.7 Baseline Charges During Transition

    The Baseline Charges for each Process in the calendar quarter in which the
    Process Effective Date for such Process and recurring and predictable costs
    for Third Party Contracts in the calendar quarter is scheduled to occur
    shall reflect a pro rata amount based on the number of days in such calendar
    quarter from and after such Process Effective Date. Service Provider shall
    submit the invoice for such pro rata amount on the [***]* in which the
    Process Effective Date is scheduled to occur; provided, however, in the
    event the actual Process Effective Date with respect to any Process is
    different than the scheduled Process Effective Date, Service Provider shall
    make an appropriate adjustment to the invoice submitted to Customer for the
    following [***]*.

4.2 ARCS/RRCS

    4.2.1 Baseline Volumes and Actual Resource Units

    Baseline Volumes identify the expected volumes of Services to be provided by
    Service Provider to Customer with respect to each Resource Unit Category.
    Actual Resource Units are calculated as follows: (i) with respect to the
    Resource Unit Category related to Associates Served, [***]* totaled for each
    Contract Year and divided by twelve; (ii) with respect to all other Resource
    Unit Categories, [***]* As of the Agreement Date, the upper limit and lower
    limit volumes for the Band relating to each Resource Unit Category are
    identified on Table 4.2.1.1. IT services deemed to be Major Enhancements
    shall be approved through Change Control Management.


        RESOURCE UNIT CATEGORIES, BASELINE VOLUMES AND ARC/RRC UNIT RATES

                                   TABLE 4.2.1


    [***]*

    4.2.2 Calculation of ARCs and RRCs

    Customer [***]* for the applicable Resource Unit Category, and Service
    Provider [***]* for the applicable Resource Unit Category . The Resource
    Unit Categories, Band limits, ARC unit rates and RRC unit rates are
    identified in Table 4.2.1.


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

        [***]*

        4.2.2.3. Addressing Sustained Deviations

        Notwithstanding the foregoing, in the event either Party becomes aware
        or anticipates that Actual Resource Units with respect to any Resource
        Unit Category are or will be materially greater than or less than the
        applicable Baseline volume for a sustained period of time, the Parties
        shall use Change Control Management to address the impact of such
        deviation and mutually agree as to what action, if any, should be taken
        with respect to such deviation.


    4.2.3 Periods Reconcilliation and Adjustments


    Service Provider will calculate ARCs and RRCs annually, within [***]* after
    the end of the Contract Year. Service Provider will prepare a detailed
    supplementary invoice for the net amount to be paid by or credited to
    Customer, including calculations of all ARCs and RRCs, which shall be paid
    by Customer within [***]*. Service Provider will deliver regular reports
    relating to reconciliation and adjustment activities as agreed upon by the
    parties. If, following the final Contract Year, a net credit is owed to
    Customer, it shall be paid in cash or deducted from any other amounts owed
    by Customer.


                          SAMPLE ARC/RRC CALCULATION-HR

                                  TABLE 4.2.3.1


    [***]*

                          SAMPLE ARC/RRC CALCULATION-AP

                                  TABLE 4.2.3.2

    [***]*

4.3 FEES AT RISK

    4.3.1 Service Provider Fees at Risk

If Service Provider is required to award Fees at Risk, such Fees at Risk shall
be calculated and paid as follows.


------------------------
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In the event of [***]*, Service Provider shall be liable for Fees at Risk as
follows:

    o   Fees at Risk will be reported and calculated [***]*.

    o   The Fees at Risk shall be [***]*.

    o   The Fees at Risk for the General KPI relating to the Service Levels to
        be agreed upon as described in Schedule B and the reports being
        delivered in accordance with Schedule R is [***]*.

The Parties understand and intend that Fees at Risk are liquidated damages and
agree that the amounts of the Fees at Risk are reasonable under the
circumstances existing on the Agreement Date.

    4.3.2 Service Provider Fees at Risk

In the event Service Provider is awarded Fees at Risk under any Managed
Agreement, Service Provider shall pass-through such Fees at Risk to Customer.

5.  PASS THROUGH EXPENSES AND OTHER CHARGES

    5.1 PASS THROUGH EXPENSES

Customer shall assist in the assignment of applicable Third Party Contracts to
Service Provider and Service Provider and Customer shall each be [***]* in
accordance with Section 11.2 of the Agreement. Service Provider will review and
pay third party invoices for costs related to the Third Party Contracts.
Recurring Third Party Contract which are predictable, shall be invoiced
quarterly in accordance with Section 6.of this Schedule. The remaining Third
Party Contracts shall be invoiced as received by the Service Provider

[***]* related to Third Party Contracts identified as of the Effective Date are
listed in Table 5.1.1, which may be amended through the verification process in
Section 3 of this Schedule or as agreed through Change Control Management.


                     NON LABOR RELATED OTHER 3RD PARTY COSTS

                                   TABLE 5.1.1


    [***]*

6.  INVOICING

In accordance with Section 5.2.1 of the Agreement, Service Provider shall
deliver invoices for Baseline Charges and recurring Third Party Contracts which
are predictable [***]*. Service Provider shall invoice Customer for other
amounts payable under this Agreement as necessary and Customer shall pay such
amounts within [***]* in accordance with Section 5.2.2 of this Agreement. Fees
at Risk shall be calculated in accordance with Section 4.3 of this Schedule C
and [***]*.

If periodic computation and reconciliation of ARCs and RRCs yield net [***]* for
reasons other than unique or non-recurring events, then, in order to minimize
the net payment or credit following periodic reconciliation, subsequent
quarterly invoices for Baseline Charges shall be adjusted up or down, as
appropriate, by an amount equal to the net adjustment for the immediately
preceding period.


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

7.  TERMINATION

    7.1 TERMINATION FOR CONVENIENCE

As described in Section 3.2.3 of this Agreement, in the event of a termination
for convenience, Customer will pay Service Provider the full amount set forth in
Table 7.1 for the month within which the effective date of the termination
occurs.


                           TERMINATION FOR CONVENIENCE

                                    TABLE 7.1


    [***]*

7.2 [***]*

7.3 TERMINATION FOR CAUSE

As described in Section 3.2.1 and Section 3.2.2 of this Agreement, in the event
of a termination for cause [***]*

7.4 OTHER TERMINATION FEES

    [***]*

8.  COST OF LIVING ADJUSTMENT

Beginning [***]*, Baseline Charges and ARC's and RRC's shall be adjusted in
accordance to Section 5.7 of this Agreement on an [***]* basis as appropriate.
In the event an adjustment calculated pursuant the first sentence of Section
5.7.1 of this Agreement is greater than [***]*.

9.  CONTRACT MINIMUMS

If total payments of Baseline Charges in any Contract Year (including any net
increase or decrease related to ARCs or RRCs, but excluding any allowance for
Fees at Risk) [***]*, then Service Provider shall deliver to Customer an invoice
for the shortfall, which, unless otherwise agreed by the Parties, Customer shall
pay within thirty (30) days after receiving such invoice. Upon the occurrence of
Extraordinary Changes in Workload as described in Section 5.6 of the Agreement,
the Parties shall use Change Control Management to address any adjustments to
the Baseline Charges

10. NON-LABOR RELATED SYSTEMS AND OTHER CHARGES

Prior to the Agreement Date, Customer received non-labor related systems and
other support services from various corporate groups. With the transition to
this Agreement, Customer will retain the responsibility and staff to perform
these systems and other support services. [***]*


------------------------
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10.1     NON-LABOR RELATED SYSTEMS AND OTHER CHARGES TO SERVICE PROVIDER


[***]* These charges shall commence following the Process Effective Date .
Non-Labor related systems and other charges to Service Provider shall be
adjusted at the end of each Contract Year for inflation as specified in Section
5.7 of this Agreement. Any change to the IT charges will be pre-approved by
Customer and Service Provider in accordance with Change Control Management.


         NON-LABOR RELATED SYSTEMS AND OTHER CHARGES TO SERVICE PROVIDER

                                  TABLE 10.1.1

[***]*

[***]*

    10.1.1 [***]* in Non-Labor Related Systems and Other Charges to Service
           Provider

    [***]*

    10.1.2 Billing of Non-Labor Related Systems and Other Charges to Service
           Provider


    Customer will invoice Service Provider [***]* for the agreed charges based
    on actual usage for the provision of Non-Labor Related Systems and Other
    services to Service Provider. Table 11.1.1 identifies the items, metrics and
    charges to be incurred based on actual usage following the Agreement Date.
    Any change to the number of Non-Labor Related Systems and Other Charges
    and/or unit charges will be pre-approved by Customer and Service Provider
    through Change Control Management.

11. ASSUMPTIONS

This Schedule has been prepared based on the Assumptions, as set forth in
Section 5.10 of this Agreement. In the event of any deviation from the above
listed assumptions, charges will be equitably adjusted to reflect the net change
in the cost of performing the relevant Services in accordance with such Section
5.10 and through the use of Change Control Management.


------------------------
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                                      -9-
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--------------------------------------------------------------------------------


                               SERVICES AGREEMENT

                                   SCHEDULE D

                              THIRD PARTY CONTRACTS

                                      FINAL


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                                TABLE OF CONTENTS




A. INTRODUCTION.............................................................1

B. THIRD PARTY AGREEMENTS...................................................1




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A.  INTRODUCTION


This Schedule D sets forth the Third Party Contracts and designates whether each
such agreement is intended to be an "Assigned Agreement", "Managed Agreement" or
an agreement "Retained" by Customer.


B.  THIRD PARTY CONTRACTS


[***]*


----------------------
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                               SERVICES AGREEMENT

                                   SCHEDULE E

              SERVICE PROVIDER SOFTWARE AND SERVICE PROVIDER TOOLS

                                      FINAL


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

This schedule sets forth the Software and Tools, or similar Software and Tools,
which may be used by Service Provider to provide the Services and will be
validated during the 90 day Adjustment Period. This Schedule E shall be updated
by the Parties from time to time to incorporate any Service Provider Software
and Service Provider Tools not listed on Schedule E that Service Provider uses
to provide the Customer Services.


[***]*




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



                               SERVICES AGREEMENT

                                   SCHEDULE F

                      CUSTOMER SOFTWARE AND CUSTOMER TOOLS

                                      FINAL






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                                   SCHEDULE F
                      CUSTOMER SOFTWARE AND CUSTOMER TOOLS


This Schedule F sets forth the Customer Software and Customer Tools, which may
be used by or managed, or assigned to Service Provider, to provide the Services
and will be validated during the 90 day Adjustment Period. This Schedule F shall
be updated by the Parties from time to time to incorporate any Customer Software
and Customer Tools not listed on this Schedule F that the Customer used to
provide accounts payable services, internal human resources administration,
payroll processing and call center operations immediately prior to the Service
Provider taking over the responsibility to provide such services,
administration, processing and operations.

Each line item of Software includes an indicator showing its ownership status.
These indicators are:

         C:       Customer Proprietary
         R:       Third-party - Retained by Bank of America
         A:       Third-party - Assigned to Exult
         M:       Third-party - Managed by Exult
         TBD:     Status to be determined during the [***]* Adjustment Period


[***]*




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



                               SERVICES AGREEMENT

                                   SCHEDULE G

                               TRANSITION PLANNING

                                      FINAL


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

                                TABLE OF CONTENTS




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

2  TRANSITION PLANNING PRINCIPLES...........................................1

3  CONTRACTING/HIGH LEVEL DUE DILIGENCE.....................................1

4  TRANSITION APPROACH......................................................2

5  OVERALL TRANSITION ACTIVITIES............................................2

6  FIRST 90 DAYS PLAN TEMPLATE..............................................3

7  HIGH-LEVEL TRANSITION SCHEDULE...........................................3



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                                   SCHEDULE G

                               TRANSITION PLANNING

1   INTRODUCTION

    This Schedule sets forth the Transition approach and initial Transition Plan
    for conducting the transfer of services, people and facilities from Customer
    to Service Provider and the transition approach that shall be followed. The
    specific deliverables and milestones for the transition approach, subject to
    ongoing review and revision by both parties, shall be agreed within [***]*.

2   TRANSITION PLANNING PRINCIPLES

    2.1   Transition is a joint responsibility. Service Provider is responsible
          for management of the overall transition program and Customer has
          responsibility for ensuring the appropriate level of participation in
          data gathering and requirements definition and of commitment and
          involvement for their team.

    2.2   The Transition Plan shall be primarily determined based on the
          in-scope Processes and people, and certain dependencies for
          transferring Customer facilities.

3   CONTRACTING/HIGH LEVEL DUE DILIGENCE

    A contracting/high level due diligence phase has been completed prior to the
    Agreement Date, pertaining to the in-scope Processes, people, and
    facilities. This included:

    3.1   Agreement development, negotiation and signing

    3.2   Input for in-scope Processes ( Schedule A) and other Schedules

    3.3   Volumetrics data collection (to indicate number of occurrences or
          counts as applied to Process activities).

    3.4   Budget/financial data collection

    3.5   Headcount information

    3.6   Service Level measurements



------------------
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4   TRANSITION APPROACH

    The Transition shall be conducted in two phases:

    4.1   Phase I shall focus on:

          4.1.1  The transfer of in-scope Customer Associates from Customer to
                 Service Provider and the establishment of an Service Provider
                 organization structure for in-scope Processes.

          4.1.2  The transfer of facilities and other assets from Customer to
                 Service Provider.

          4.1.3  The design and implementation of overall governance and
                 management processes to support the provision of Customer
                 Services through Transition and beyond.

          4.1.4  The development of mutually agreed upon Transition Plans for
                 Phase 2.

          Customer and Service Provider shall agree upon to the overall approach
          and schedule for the Transition, the detailed work plan to complete
          the work, and the staffing levels and commitments from both
          organizations. The project reporting and governance shall also be
          agreed upon and put in place.

    4.2   Phase 2, shall commence for each Process once Customer Associates and
          facilities have been transferred to Service Provider and shall focus
          on:

          4.2.1  The general approach for all Processes is to transfer the
                 current Process and people in place today from Customer to
                 Service Provider ("in-situ transition"). Once under Service
                 Provider management, the Processes will be improved through a
                 combination of changes to the procedures, underlying
                 technologies, organization design, and deployment of employees.
                 Some of these changes relate to In-Flight Projects, which are
                 documented in Schedule H, In-Flight Projects. Others will be
                 identified during the Transition Period, and will be undertaken
                 in a manner consistent with Schedule K, Change Control
                 Management.

          4.2.2  The establishment of a service management infrastructure within
                 the delivery organization will provide appropriate activity and
                 lines of communication between Customer and Service Provider to
                 manage the delivery of Services according to Service Levels and
                 contractual requirements, while at the same time introducing an
                 effective commercial framework for the delivery of Processes.

5   OVERALL TRANSITION ACTIVITIES

    Overall Transition activities are project wide and not specific to a
    Process. The activities are:

    [***]*



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6   FIRST 90 DAYS APPROACH


    The initial 90 day approach is focused upon [***]*. The key activities to be
    covered over the time include:

    [***]*

7   SAMPLE HIGH-LEVEL TRANSITION PLAN

    See attached Sample Transition Plan


    [***]*


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                               SERVICES AGREEMENT

                                   SCHEDULE H

                               IN-FLIGHT PROJECTS

                                      FINAL

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


                                TABLE OF CONTENTS




1  PROJECTS IDENTIFIED AS IN-SCOPE............................................1

2  PROCESS FOR AGREEING NEW PROJECTS AND CHANGES TO AGREED PROJECTS...........1

3  PROPOSED PROJECTS..........................................................1





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                                   SCHEDULE H

                               IN-FLIGHT PROJECTS

1   PROJECTS IDENTIFIED AS IN-SCOPE


As of the Agreement Date, Service Provider and Customer have identified the
following In-Flight Projects.

[***]*

    1.1 In-Flight Projects Table Assumptions

        1.1.1   These are the In-Flight Projects that are anticipated for [***]*
                that will need resources that are currently in Baseline Charges
                in Schedule C.

        1.1.2   The In-Flight Project completion dates will be validated during
                Transition.

        1.1.3   The number of FTEs assigned to each project is approx -- will
                fluctuate month-to-month and may change over time.

        [***]*

    1.2 For any In-Flight Projects identified in the table above that do not
        have a complete and agreed project statement, including the information
        identified in Section 2.2 of this Schedule, Customer and Service
        Provider shall complete and agree to a project statement within [***]*
        after the Agreement Date.

2   PROPOSED IN-FLIGHT PROJECTS

    2.1 The terms applicable to a project shall be set out in a project
        statement to be signed by both Parties. Once signed a project statement
        will form part of this Agreement, unless agreed otherwise in writing by
        the Parties.

    2.2 Content of Project statement

        - Scope of work

        - Service Level impact

        - Impact analysis including priority

        - Deliverables (as applicable)


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


        - IP Ownership

        - Acceptance criteria, timeframe & process [as applicable]

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

        - Responsibilities

        - Staffing (implementation and ongoing)

        - Assumptions

        - Charges and payment terms

        - Project manager contacts

        - Other terms and conditions, to detail variations and/or additions to
          this Agreement, and/or Schedules applicable in relation to the
          In-Flight Project.


                                       2



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                               SERVICES AGREEMENT

                                   SCHEDULE I

                               CUSTOMER ASSOCIATES

                                      FINAL



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

         This schedule sets forth the Customer Associates to be transferred from
         Customer to Service Provider in accordance with Schedule J.


         [***]*



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                                   SCHEDULE J

        For the purposes of this Schedule J, "Customer Associate" means any
employee employed by Customer and Customer Affiliates (collectively, "Customer")
who has been identified by Customer and listed on Schedule I, including without
limitation, those employees on any approved leave under Customer's policies.

        (a) Service Provider shall offer employment to all Customer Associates
prior to the date each Customer Associate's employment with the Customer is
terminated in order for him or her to become an employee of Service Provider
(the Customer Associate's "Separation Date"). Such offers of employment must be
made by Service Provider at least five (5) working days prior to each Customer
Associate's Separation Date, for employment to become effective immediately
after the Separation Date (the "Service Provider Employment Date"). Service
Provider will promptly notify Customer of each offer it plans to make prior to
extending the offer and of every acceptance or rejection of any such offer by
any Customer Associate. Customer Associates to whom an offer of employment is
extended by Service Provider will be asked to provide Service Provider with
personal/employment history information, but will not be required to submit to a
background check. [***]* Except as specifically set forth herein, employment by
Service Provider of Transferred Customer Associates will be pursuant to Service
Provider's policies and procedures.

        (b) Customer will put each Customer Associate on a January salary review
schedule, commencing in January 2001. [***]*. Thereafter, all Transferred
Customer Associates will receive their first full salary review with Service
Provider in January 2002. [***]*

        (c) Certain key Transferred Customer Associates will be considered for
[***]* as mutually agreed upon by Customer and Service Provider. All [***]*
provided in accordance with this paragraph (c) will be funded by Customer and
paid directly to the eligible Transferred Customer Associates by Service
Provider.

        (d) [***]*

        (e) Customer is responsible for timely payment, as required by law, of
all wages and salaries and other compensation payable with respect to service
provided by a Customer Associate on or prior to his or her Separation Date.
[***]*.

        (f) Customer shall also be responsible for [***]*. For purposes of this
paragraph (f), [***]*

        As of a Transferred Customer Associate's Service Provider Employment
Date, the Transferred Customer Associate will begin accruing vacation according
to [***]*.

        (g) Customer shall retain the responsibility for payment of all health
insurance (medical, dental, vision) claims and disability claims incurred by any
Customer Associate prior to and including his or her Separation Date, and
Service Provider does not assume any liability with respect to such claims.
Effective as of each Transferred Customer Associate's Service Provider
Employment Date, all health insurance (medical, dental, vision) claims and
disability claims incurred by the Transferred Customer Associate will be
determined under Service Provider's benefit plans (subject to the Transferred
Customer Associate's election of Continuation Coverage under Customer's


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


health plans). [***]* Each Transferred Customer Associate must provide Service
Provider with an Explanation (EOB) Statement in order to receive such credits.
The domestic partner of any Transferred Customer Associate will be eligible to
participate in Service Provider's medical, dental, vision and dependent life
plans to the same extent as a Transferred Customer Associate's spouse, except as
prohibited by applicable laws or the terms of a policy covering an insured
benefit.

        (h) To the extent required by law, Customer will be responsible for
providing Customer Associates (and Customer Associates' "qualified
beneficiaries") who experience a "qualifying event" on or prior to the Customer
Associates' Separation Date, with "Continuation Coverage" (as each term is
defined in Section 4980B(f) or (g) of the Code) under the terms of the health
plans maintained by Customer. Service Provider will be responsible for providing
Continuation Coverage to any Transferred Customer Associate in Service
Provider's employ (and such Transferred Customer Associate's qualified
beneficiaries) who experiences a qualifying event on or after his or her Service
Provider Employment Date.

        (i) [***]*

        (j) Service Provider shall assume liability for severance pay and
similar obligations payable to any Transferred Customer Associate whose
employment is terminated by Service Provider. Such payment shall be made
pursuant to the severance policy of Service Provider applicable at the time of
termination, if any, [***]*. Notwithstanding the foregoing, Service Provider
shall pay any Transferred Customer Associate whose position with Service
Provider is eliminated within [***]* of his or her Service Provider Employment
Date at least the amount of severance pay such Transferred Customer Associate
would receive under the applicable Customer severance policy in effect on the
date his or her job elimination is officially communicated by Service Provider,
and the difference, if any, between this payment and the amount of severance pay
received by such Transferred Customer Associate under Service Provider's
severance policy shall be funded by Customer. Any severance payable to a
Transferred Customer Associate whose position is eliminated more than [***]*
after his or her Service Provider Employment Date shall be determined solely
under Service Provider's applicable severance policy.

        (k) The Separation Date of a Customer Associate who accepts employment
with Service Provider, but who is absent from work due to a Customer-approved
leave of absence on the Customer Associate's original proposed Separation Date,
will be the date the Customer Associate returns to work, [***]*. If a Customer
Associate is absent from work for more than six (6) months from his or her
original proposed Separation Date, the Customer Associate will not become a
Service Provider employee, unless mutually agreed upon by Customer and Service
Provider.

        (l) Service Provider will provide each Transferred Customer Associate
who is participating in [***]* a Transferred Customer Associate [***]* in the
[***]* prior to his or her Separation Date, [***]* in which the Transferred
Customer Associate's Service Provider Employment Date occurs and, thereafter, in
the [***]*, provided that the Transferred Customer Associate [***]* would
continue to satisfy the [***]*. Customer will [***]* described in this
paragraph.


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        (m) Customer will pay Service Provider the [***]* under [***]* and (ii)
the outstanding [***]* described in (i), above, multiplied by the applicable
Transferred Customer Associate's [***]*. Service Provider will pay the [***]*
the sum of the [***]* described in (i) to [***]* as of the Customer Associate's
Separation date and will provide each Transferred Customer Associate with his or
her [***]*.

        (n) Service Provider is responsible for advising Customer Associates of
the details of any offers and terms of employment with Service Provider, and
answering any questions relating thereto, but Customer will be allowed to review
and approve, prior to its distribution (i) any communication with Customer
Associates prior to the applicable Separation Date, and (ii) any communication
with such Customer Associates after the applicable Separation Date that
describes or refers to any of Customer's benefits or policies to the extent they
apply to Customer Associates.

        (o) Nothing herein is intended to create any right or cause of action in
or on behalf of any person or entity other than Customer and Service Provider.

        (p) Customer shall indemnify Service Provider from, and defend and hold
Service Provider harmless from and against, any losses suffered, incurred or
sustained by Service Provider or to which Service Provider becomes subject,
resulting from, arising out of or relating to any claim asserted by any Customer
Associate or former Customer Associate of Customer, including any Customer
Associate who becomes an employee of Service Provider, that is attributable to
any period during which such Customer Associate was employed by Customer and
arising out of Customer's employment of that Customer Associate, including
claims relating to (i) any violation of laws for the protection of persons or
category of persons of a protected class by Customer or Customer Agents,
including unlawful discrimination, (ii) any work-related injury or death caused
by Customer or Customer Agents, except to the extent the claim is covered by any
applicable workers' compensation plan, (iii) accrued employee benefits not
expressly assumed or provided for by Service Provider, (iv) any representations,
oral or written, made by Customer or Customer Agents to such Customer Associate,
and (v) any other aspect of such Customer Associates' employment relationship
with Customer or termination of such employment relationship with Customer
(including claims for breach of an express or implied contract of employment).

        Service Provider shall indemnify Customer from, and defend and hold
Customer harmless from and against, any losses suffered, incurred or sustained
by Customer or to which Customer becomes subject, resulting from, arising out of
or relating to any claim asserted by any Customer Associate or former Customer
Associate of Customer, including any Customer Associate who becomes an employee
of Service Provider, attributable to any period during which such employee is
employed by Service Provider and arising out of Service Provider's employment of
that employee, including claims relating to (i) a violation of law for the
protection of persons or categories of persons of a protected class by Service
Provider or Service Provider Agents, including unlawful discrimination, (ii) any
work-related injury or death caused by Service Provider or Service Provider
Agents, except to the extent the claim is covered by any workers' compensation
plan, (iii) accrued employee benefits expressly assumed by or provided by
Service Provider, (iv) any representations, oral or written, made by Service
Provider or Service Provider Agents to such employees, and (v) any other aspect
of such employees' employment relationship with Service Provider or termination
of such employment relationship with Service Provider (including claims for
breach of an express or implied contract of employment).


-----------------
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                               SERVICES AGREEMENT

                                   SCHEDULE K

                            CHANGE CONTROL MANAGEMENT

                                      FINAL

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


                                TABLE OF CONTENTS


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

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

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

4  IMPACT ANALYSIS...........................................................2

5  APPROVAL..................................................................2

6  REPORTING.................................................................3



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


                                   SCHEDULE K

                            CHANGE CONTROL MANAGEMENT

This Schedule sets out the procedure to be followed for any proposed change to
this Agreement.

1   CHANGE REQUESTS

    Either Party may request, orally or in writing, a change to this Agreement.
    Except for proposed changes that will not have a material impact on the
    Services, the Services Fees or the operations of either Party, upon either
    Party's receipt of request for a change, the Parties shall (a) work together
    to prepare a written change request containing the general information
    regarding the proposed change (a "Change Request") and (b) classify the
    proposed change pursuant to Section 2 of this Schedule.

2   CLASSIFICATION OF THE CHANGE REQUEST

    The Service Provider and Customer designee shall agree to the classification
    of proposed change as follows:

    2.1   Where it is determined by the Parties that the proposed change is an
          operational change, the proposed change shall be evaluated as set out
          in Section 3.1 of this Schedule.

    2.2   Where it is determined by the Parties that the proposed change is a
          project or New Service, the proposed change shall be evaluated and
          processed as set out in Section 3.2 of this Schedule.

    2.3   Where it is determined by the Parties that the proposed change is a
          change to the terms and conditions of this Agreement or a change
          related to the Schedules to this Agreement and not related to a
          specific project or New Service, the proposed change shall be
          evaluated and processed as set out in Section 3.2 of this Schedule.

    2.4   Where it is determined that the proposed change should not proceed,
          the change request shall be rejected and returned to the Party
          requesting such change in accordance with Section 8.1.2 of this
          Agreement.

    If Service Provider and Customer cannot agree to the classification of a
    proposed change, then such change shall be handled in accordance with
    Section 18.0 of this Agreement.

3   EVALUATION OF THE PROPOSED CHANGE

    The proposed change shall be evaluated and classified, as described below:

    3.1   Operational Changes

          3.1.1  In the event the Parties agree that a proposed change is an
                 operational change, such change shall be implemented in
                 accordance with Service Provider's internal operational change
                 control procedures and be subject to approval as provided in
                 Section 5 of this Schedule. Service Provider's internal
                 operational control procedures are substantially similar to the
                 procedures described in this Schedule.


                                       1

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    3.2  Projects and New Services


          In the event the Parties agree that a proposed change is a project or
          New Service, the Parties shall comply with the following procedures.

          3.2.1  An impact analysis shall be performed in accordance with
                 Section 4 of this Schedule.

          3.2.2  Service Provider shall prepare a project statement or New
                 Service statement, as applicable, that incorporates the results
                 of the impact analysis.

          3.2.3  Service Provider shall submit materials related to the proposed
                 change, including the Change Request, the project statement or
                 New Service Statement, as applicable, and the impact analysis,
                 to Customer.

          3.2.4  Based on the materials prepared and submitted to Customer
                 pursuant to Section 3.2.3 of this Schedule, Customer and
                 Service Provider account management shall, within a reasonable
                 period of time, but in no event more than [***]* after receipt
                 of such materials;

                 (i)   approve the proposed change and the project statement and
                       proceed to its implementation, subject to approval as
                       provided in Section 5 of this Schedule; or

                 (ii)  identify which items of information either Party is
                       dissatisfied with, and request that the other Party
                       modify and re-submit the proposed change, impact analysis
                       or project statement, as applicable, within a reasonable
                       timeframe; or

                 (iii) reject the proposed change, in which case Service
                       Provider will not implement the project or New Service,
                       as applicable.

4   IMPACT ANALYSIS

    4.1 Upon determination of the classification of the proposed change, within
        [***]* or within the timeframe otherwise agreed to by the Parties,
        Service Provider and Customer shall agree to an estimate of the time and
        cost necessary to complete the impact analysis and the manner in which
        the impact analysis should be conducted. If Customer determines that the
        impact analysis should not proceed, the proposed change shall be
        rejected.

    4.2 If the Parties agree to proceed, Service Provider and, to the extent
        applicable, Customer shall as soon as reasonably practicable and acting
        in good faith, conduct an impact analysis to assess and evaluate the
        impact of the proposed change having regard to relevant factors
        including the following:

        [***]*

5   APPROVAL


    Approval for Change Requests shall be handled through account management.

    Neither Party shall be obliged to comply with any proposed changes unless
    and until approval has been given in accordance with this Change Control
    Management process and, pending approval, no Change shall be made to any
    Services or to this Agreement.

6   REPORTING

    A consolidated report, including status updates with respect to all approved
    changes and Change Requests, shall be included in the monthly report.


-------------
* Confidential information has been omitted.



                                       2
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--------------------------------------------------------------------------------


                               SERVICES AGREEMENT

                                   SCHEDULE M

                        FORM OF CONFIDENTIALITY AGREEMENT

                                      FINAL


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

                                     FORM OF

                            CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this "Agreement") is made as of the ___ day of
______, 20__, by and among Bank of America Corporation ("Bank of America"),
having its principal place of business located at 100 North Tryon Street,
Charlotte, NC 28255, Exult, Inc. ("Exult"), having its principal place of
business located at 4 Park Plaza, Suite 1000, Irvine, Ca 92614 and
___________________________ ("Recipient"), having its principal place of
business located at _______________________________________.

                                    RECITALS

WHEREAS, Exult and Bank of America have entered into a Master Services Agreement
(the "MSA"), dated as of ________, 2000, relating to the provision by Exult to
Bank of America of certain business process services;

[USE THE FOLLOWING IF EXECUTED BY A PROVIDER OF NEW SERVICES]
[WHEREAS, Bank of America has selected Recipient to provide certain New Services
(as defined in the MSA) to Bank of America;

WHEREAS, Recipient and Bank of America desire that Exult cooperate with
Recipient in connection with its provision of such New Services by disclosing
certain of its Confidential Information (hereinafter defined); and

WHEREAS, the MSA provides that Exult shall not be required to disclose such
Confidential Information unless Recipient executes a confidentiality agreement
in the form attached thereto as Schedule M;]

[USE THE FOLLOWING IF EXECUTED BY PROVIDER OF SUBCONTRACTED SERVICES]
[WHEREAS, Exult desires to enter into a subcontract with Recipient pursuant to
which Recipient shall provide certain services (the "Subcontracted Services") to
Bank of America;

WHEREAS, in connection with Recipient's provision of the Subcontracted Services,
Exult may disclose, among other things, certain of Bank of America's Customer
Information (hereinafter defined) to Recipient; and

WHEREAS, the MSA provides that Exult shall not disclose Bank of America's
Confidential Information to any subcontractor (as defined in the MSA) unless
such subcontractor shall have entered into a confidentiality agreement in the
form attached thereto as Schedule M;]

[USE THE FOLLOWING IF EXECUTED BY PROVIDER OF AUDIT SERVICES]
[WHEREAS, Recipient is providing certain audit services (the "Audit Services")
to Bank of America pursuant to the MSA; and

WHEREAS, the MSA provides that Exult shall only be required to provide access to
Bank of America's auditors that have entered a confidentiality agreement in the
form attached thereto as Schedule M, to Bank of America's auditors that have
entered a confidentiality agreement in the form attached thereto as Schedule M,
to Bank of America's data and records and Exult's records in order to audit the
accuracy of Service Provider's Invoices and Service Provider's Systems, internal
controls, security and Service Level (as defined in the MSA) performance;]


                                       i

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


NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt of which
is hereby acknowledged, Exult, Bank of America and Recipient covenant and agree
as follows:

1.  In connection with Recipient's provision of the [New Services]
    [Subcontracted Services] [Audit Services], Exult may disclose to Recipient
    confidential and proprietary data and information for the sole purpose of
    assisting Recipient in its performance of the [New Services] [Subcontracted
    Services] [Audit Services]. The parties hereby agree that the following
    terms and conditions shall apply to the delivery, disclosure and use of all
    Confidential Information provided by Exult or Bank of America, as
    applicable, to Recipient any time before or after execution and delivery of
    this Agreement. For purposes hereof, "Confidential Information" of Exult or
    Bank of America, as applicable, means either such party's software
    (including applications and web-based software) technology, know-how, data
    and/or other information relating to its current and/or proposed business,
    customers, research, products, services, compilations, techniques,
    development efforts, inventions, processes, designs, drawings, marketing or
    finances, whether disclosed in written or other tangible form, orally or
    visually, and in the case of non-tangible information, provided such
    Confidential Information transmitted verbally or visually is either readily
    ascertainable as confidential by its nature or presentation or is identified
    as confidential at the time of disclosure. Notwithstanding the foregoing, in
    the case of information relating to the other customers of Exult or
    customers of Bank of America or, if applicable, their accounts, the parties
    agree that such information shall be kept strictly confidential regardless
    of whether such information is in writing or tangible form or whether marked
    or otherwise identified as proprietary or confidential. [USE THE FOLLOWING
    SENTENCE WITH RESPECT TO DISCLOSURES TO PROVIDERS OF SUBCONTRACTING
    SERVICES] [The Confidential Information shall be disclosed at the sole
    discretion of Exult.] [USE THE FOLLOWING SENTENCE WITH RESPECT TO
    DISCLOSURES TO PROVIDERS OF NEW SERVICES] [Upon Bank of America's written
    request, Exult will disclose to Recipient such Confidential Information as
    Exult is required to disclose pursuant to the MSA.] [USE THE FOLLOWING WITH
    RESPECT TO DISCLOSURES TO PROVIDERS AND AUDIT SERVICES] [Upon notice from
    Bank of America in accordance with Section 17.0 of the MSA, Exult will
    disclose to Recipient such Confidential information as Exult is required to
    disclose pursuant to the MSA.] THE CONFIDENTIAL INFORMATION PROVIDED BY
    EXULT OR BANK OF AMERICA, AS APPLICABLE, UNDER THIS AGREEMENT IS PROVIDED
    "AS IS." NO OTHER WARRANTIES WITH RESPECT TO SUCH CONFIDENTIAL INFORMATION,
    EITHER EXPRESS OR IMPLIED, ARE MADE BY EXULT OR BANK OF AMERICA.

2.  Recipient acknowledges that Bank of America has a responsibility to its
    customers to keep information about its customers and their accounts
    ("Customer Information") strictly confidential. Confidential Information
    includes Customer Information hereunder. In addition to the other
    requirements set forth in this Agreement regarding Confidential Information,
    Customer Information shall also be subject to the additional restrictions
    set forth in this paragraph. Recipient shall not disclose or use Customer
    Information other than solely to carry out the purposes for which Bank of
    America or its affiliates disclosed such Customer Information to Recipient.
    Recipient shall not disclose any Customer Information other than on a "need
    to know" basis and then only to: (a) affiliates of Bank of America; (b)
    Recipient's representatives provided that any such representatives which
    constitute nonaffiliated third parties shall be subject to subsection (d)
    below; (c) affiliates of Recipient, provided that such affiliates shall be
    restricted in use and re-disclosure of the Customer Information to the same
    extent as Recipient; (d) to carefully selected subcontractors provided that
    such subcontractors shall have entered into a confidentiality agreement no
    less restrictive than the terms hereof; (e) to independent contractors,
    agents, and consultants designated by Bank of America; or (f) pursuant to
    the exceptions set forth in 15 USC 6802(e) and accompanying regulations
    which disclosures are made in the ordinary course of business. The
    restrictions set forth herein shall apply during the term and after the
    termination of this Agreement.


                                       ii

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PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


3.  Recipient acknowledges that Exult has a responsibility to its customers to
    keep information about its customers and, as applicable, its accounts
    ("Exult Customer Information") strictly confidential. Confidential
    Information includes Exult Customer Information hereunder. In addition to
    the other requirements set forth in this Agreement regarding Confidential
    Information, Exult Customer Information shall also be subject to the
    additional restrictions set forth in this paragraph. Recipient shall not
    disclose or use Exult Customer Information other than solely to carry out
    the purposes for which Exult or Bank of America or the affiliates of either
    of them, as applicable, disclosed such Exult Customer Information to
    Recipient. Recipient shall not disclose any Customer Information other than
    on a "need to know" basis and then only to: (a) affiliates of Exult; (b)
    Recipient's representatives and affiliates who need to know such Exult
    Customer Information to facilitate performance by Recipient of the duties in
    connection with which it has received Confidential Information, provided
    that such representatives and affiliates shall be restricted in sue and
    re-disclosure of the Exult Customer Information to the same extent as
    Recipient; and (c) independent contractors, agents, and consultants
    designated by Exult. The restrictions set forth herein shall apply during
    the term and after the termination of this Agreement.

4.  Recipient acknowledges and agrees that title to and ownership of the
    Confidential Information shall remain with Exult or Bank of America, as
    applicable, and that the Confidential Information disclosed under this
    Agreement is confidential and proprietary and constitutes valuable trade
    secret information of Exult or Bank of America, as applicable. Recipient
    agrees not to use the Confidential Information of Exult or Bank of America
    for its own use or for any other purpose except solely to perform the [New
    Services] [Subcontracted Services] [Audit Services]. Recipient shall not
    copy or reproduce, in any manner, any Confidential Information disclosed by
    Exult or Bank of America, as applicable, beyond that necessary for the use
    of the Confidential Information as expressly permitted under this Agreement.
    Recipient agrees that it will hold the Confidential Information in
    confidence and will not disclose the Confidential Information to any third
    party, and will limit disclosure of the Confidential Information only to
    those of its bona fide employees, agents or consultants who will be directly
    involved with the provision of the [New Services] [Subcontracted Services]
    [Audit Services]. Further, Recipient agrees it will take all appropriate
    action and use no less than reasonable care to satisfy its obligations under
    this Agreement. Without limiting the foregoing, Recipient shall refrain from
    trading in securities of Exult of Bank of America while in possession of
    material nonpublic information related to Exult or Bank of America, as the
    case may be, and provided hereunder.

5.  Recipient agrees that it shall have no rights in or to the Service Provider
    Software, Service Provider Tools and New Intellectual Property, and agrees
    not to Use (as such term is defined in the MSA) the Service Provider
    Software, Service Provider Tools or New Intellectual Property for any
    purpose or in any manner (including internal purposes, for Bank of America
    or for any marketing or commercial purposes, in each case with or without
    any consideration of any type), except to the extent necessary to perform
    the [New Services] [Subcontracted Services] [Audit Services].

6.  The provisions of this Agreement shall not apply to any Confidential
    Information that:

    (a) Recipient can establish by competent documentation was known to it
        without restriction prior to disclosure by Exult or Bank of America, as
        applicable, or was independently developed by Recipient;

    (b) is now or hereafter comes into the public domain through no fault of
        Recipient;

    (c) is disclosed to Recipient without restriction on disclosure by a third
        party who has the lawful right to make such disclosure to Recipient; or

    (d) is required by operation of law to be disclosed by Recipient, provided,
        however, that Exult and Bank of America are given reasonable advance
        notice of the intended disclosure and reasonable opportunity to
        challenge such legal requirement(s).


                                      iii

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PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------

7.  This Agreement shall be effective as of the date and year first cited and
    the term shall extend through and until a period of [_______] year[s]
    thereafter unless the term of this Agreement is extended, in writing, by the
    mutual agreement of the parties hereto. Within ten (10) days after the
    termination or expiration of this Agreement, Recipient shall return to Exult
    and Bank of America, as applicable, or, at the direction of Exult or Bank of
    America, as applicable, destroy any and all Confidential Information
    disclosed hereunder.

8.  Recipient's non-disclosure and non-use obligations applicable to the
    Confidential Information under this Agreement shall survive any termination
    or expiration of this Agreement for as long as the Confidential Information
    is not within any of the categories described in Section 4 above, except in
    the case of Customer Information which confidentiality survives perpetually
    and irrevocably.

9.  All Confidential Information disclosed under this Agreement shall remain the
    sole and exclusive property of Exult or Bank of America, as applicable, and
    this Agreement shall not be construed as granting or conferring any rights
    by license or otherwise in or to any Confidential Information to Recipient.

10. The validity, terms, performance and enforcement of this Agreement shall be
    governed and construed by its provisions and in accordance with the laws of
    the State of California and of the United States of America.

11. Should any provision of this Agreement be deemed illegal or otherwise
    unenforceable, that provision shall be severed and the remainder of this
    Agreement shall remain in full force and effect. The waiver of any right or
    election of any remedy in one instance shall not affect any rights or
    remedies in another instance. A waiver shall be effective only if made in
    writing and signed by an authorized representative of each of the parties
    hereto.

12. All notices that any party is required or may desire to give the another
    party under this Agreement shall be given by addressing the communication to
    the address set forth on the first page of this Agreement, and may be given
    by certified or registered mail, overnight carrier, telex or cable. Such
    notices shall be deemed given on the date of receipt (or refusal) of
    delivery of said notice. Any party may designate a different address for
    receipt of notices upon written notice to the other parties.

13. Recipient may not transfer or otherwise assign its rights, duties or
    obligations under this Agreement to any other person or entity, in whole or
    in part, without the prior written consent of Exult and Bank of America. Any
    such prohibited assignment shall be void. However, notwithstanding the
    foregoing or anything else in this Agreement to the contrary, each party
    will cause all of its subsidiaries, its direct and indirect parent entities,
    and the subsidiaries of its direct and indirect parent entities, and other
    third parties to which it transfers Confidential Information pursuant to
    this Agreement, to comply with this Agreement.

14. Except for the obligations and responsibilities of Exult and Bank of America
    set forth in the MSA, this Agreement supersedes in full all prior
    discussions and agreements between the parties relating to the Confidential
    Information, constitutes the entire agreement between the parties relating
    to the Confidential Information, and may be modified or supplemented only by
    a written document signed by an authorized representative of each party.

15. The signatories hereto warrant and represent that they are duly authorized
    to bind Exult, Bank of America and Recipient, respectively, and to execute
    this Agreement.


                                       iv

<PAGE>   96

PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


16. Recipient agrees that its obligations under this Agreement are necessary and
    reasonable in order to protect Exult and Bank of America, as applicable, and
    their respective businesses, and Recipient expressly agrees that monetary
    damages would be inadequate to compensate Exult and Bank of America, as
    applicable, for any breach by Recipient of its covenants and agreements set
    forth in this Agreement. Accordingly, Recipient agrees and acknowledges that
    any such violation or threatened violation could cause irreparable injury to
    Exult and Bank of America, as applicable, and that, in addition to any other
    remedies that may be available, in law, in equity or otherwise, Exult and
    Bank of America shall be entitled to obtain injunctive relief against the
    threatened breach of this Agreement or the continuation of any such breach
    by Recipient, without the necessity of proving actual damages.

[USE SECTION 17 IF EXECUTED BY PROVIDER OF AUDIT SERVICES - RENUMBER IF
APPROPRIATE]

17. Notwithstanding anything herein to the contrary,

    (a) In consideration of access to the Confidential Information, Recipient
        shall keep the Confidential Information confidential and refrain from
        using such Confidential Information for any purpose other than
        performance of the Audit Services by Recipient's employees actually
        performing such Audit Services (the "Auditors"). For theses purposes,
        use of Confidential Information for purposes of the Audit Services by
        the Auditors includes review of the Confidential Information by the
        Auditors, preparation by the Auditors of summaries and analyses
        ("Auditor Reports"), delivery of such Auditor Reports, including the
        Confidential Information, to representatives of Bank of America who have
        a need to know such information in connection Audit Services, and
        discussion of the Confidential Information with such persons, but no
        other uses.

    (b) Without limiting the foregoing, Recipient shall advise the Auditors that
        they shall be permitted to provide the Confidential Information only to
        Recipient's employees and, if applicable, partners involved in the
        performance of the Audit Services.

    (c) Recipient shall inform Exult in writing of the names of all persons
        involved in the performance of the Audit Services on behalf of
        Recipient, and shall inform all such persons of their obligations as
        employees or, if applicable, partners of Recipient, to abide by this
        Agreement. If applicable, Recipient shall not permit any persons
        employed or engaged in Recipient's human resources business process
        outsourcing line of service, to participate in the performance of Audit
        Services or to have access to any of the Confidential Information.
        Recipient shall at all times cause the Auditors to abide by this
        Agreement, and shall not permit any of its employees, partners, if
        applicable, contractors, advisors or other representatives, other than
        the Auditors, to have access to any Confidential Information.

    (d) Bank of America shall treat all Confidential Information it receives
        from the Auditors as though it were received from Exult and subject to
        confidentiality agreements between Bank of America and Exult.

18. For a period of two years from the date of this Agreement, Recipient will
    not, directly or indirectly, solicit for employment any employee of Exult or
    Bank of America or any of their respective affiliates, provided that this
    will not prohibit Recipient from employing persons who approach Recipient on
    their own initiative or in response to public advertising by Recipient
    without any direct or indirect solicitation or encouragement from Recipient.

19. If there is any dispute between the parties regarding this agreement, the
    prevailing party parties will be entitled to recover its or their costs,
    including without limitation its attorneys' fees and costs, from the
    nonprevailing party or parties.


                                       v


<PAGE>   97


PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be executed
by their duly authorized representatives as of the day and year above stated.



EXULT, INC.                                 BANK OF AMERICA ENTITY


By: _____________________________           By: ______________________________
Name: ___________________________           Name: ____________________________
Title: __________________________           Title: ___________________________



[RECIPIENT]


By: _____________________________
Name: ___________________________
Title:___________________________




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


                               SERVICES AGREEMENT

                                   SCHEDULE N

                                  KEY POSITIONS

                                      FINAL

                                       2.0

<PAGE>   99

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


                                TABLE OF CONTENTS




A.  INTRODUCTION............................................................1

1   KEY POSITIONS...........................................................1




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


A.  INTRODUCTION

    This schedule sets forth the Key Positions which shall be governed by
    Section 4.3.2 of the Agreement. Key Positions

    [***]*


------------------
* Confidential information has been omitted.


                                       1

<PAGE>   101

PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


                               SERVICES AGREEMENT

                                   SCHEDULE R

                                     REPORTS

                                      FINAL



<PAGE>   102

PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


                                TABLE OF CONTENTS


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

2  PRINCIPLES GOVERNING REPORTS.............................................1

3  TABLE OF REPORTS.........................................................1



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


                                   SCHEDULE R

                                     REPORTS

1   INTRODUCTION


    The Parties shall update this Schedule during the Transition Period as
    described in Section 15.2 of this Agreement.


    This Schedule identifies the Reports that the Service Provider shall provide
    to the Customer.

2   PRINCIPLES GOVERNING REPORTS

    2.1 Reporting shall remain consistent with currently provided reports as of
        the Agreement Date.

    2.2 Following the Agreement Effective Date, the existing reports shall be
        reviewed and agreed by the Parties to determine if applicable, and
        included in the table below.

    2.3 Any new requests for reports shall be reviewed and agreed by the Parties
        through Change Control Management.

3   TABLE OF REPORTS

    REPORT NAME       REPORT TYPE        DELIVERY DATE        DELIVERY FREQUENCY
    ----------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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


                                       1

<PAGE>   104

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


                               SERVICES AGREEMENT

                                   SCHEDULE T

                         TERMINATION ASSISTANCE SERVICES

                                      FINAL

<PAGE>   105

PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------


                                TABLE OF CONTENTS


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

2   SERVICE PROVIDER TERMINATION ASSISTANCE PLAN SERVICES....................1





                                       i

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


                                   SCHEDULE T

                         TERMINATION ASSISTANCE SERVICES

1   INTRODUCTION

    Subject to Section 3.5 of this Agreement, upon expiration or any termination
    of this Agreement, Service Provider will take all reasonable action
    requested by Customer to enable the Services to continue without
    interruption or material disruption..

2   SERVICE PROVIDER TERMINATION ASSISTANCE PLAN SERVICES

    Subject to Section 3.5 of this Agreement, Service Provider shall provide the
    following Termination Assistance Plan Services in accordance with the
    Termination Assistance Plan:

    2.1   Service Provider shall deliver all tangible Customer data to Customer,
          or Customer designee ("Designee") in Service Provider's existing data
          formats which shall meet accepted industry standards, when reasonably
          requested by Customer or Designee. Service Provider may not retain any
          Customer data, apart from authorized archival copies.

    2.2   Service Provider shall provide or make available technical information
          reasonably requested by Customer or Designee concerning software
          configurations, production operation of Customer applications,
          environment, operations and procedures.

    2.3   Service Provider shall make knowledgeable members of Service
          Provider's account management, technical and operations staff
          available in person at Service Provider facilities or by telephone to
          answer questions concerning Services to Customer, as performed by
          Service Provider, including the matters referred in Section 2.1 and
          2.3 above.

    2.4   Service Provider shall cooperate with Customer and Designee in
          preparation and Approved Service Provider in preparation and
          implementation of a migration or Termination Assistance Plan,
          including reasonable testing. Customer and its successor shall have
          primary responsibility for preparation, delivery and performance of
          any such plan.

    2.5   Service Provider shall remove Service Provider assets located on
          Customer premises.

    2.6   Service Provider shall certify to Customer that all Customer data and
          files have been removed from equipment managed by Service Provider.

    2.7   Service Provider shall cooperate with Customer, Approved Service
          Provider and other third parties to take action reasonably necessary
          to effect an orderly transition of telecommunications, data center and
          other third party services.

    2.8   [***]*

    2.9   Service Provider shall, in accordance with Sections 3.6, 12.2.2, 12.4
          and the other applicable provisions of this Agreement, cooperate with
          Customer to transfer software licenses to applicable parties to the
          extent permitted by applicable licenses.

    2.10  Service Provider shall certify to Customer that it has complied with
          its obligations set forth in Section 2.1 and Section 2.2 of this
          Schedule.


-------------------
* Confidential information has been omitted.


                                       1

<PAGE>   107

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


                               SERVICES AGREEMENT

                                   SCHEDULE U

                           CUSTOMER SERVICE LOCATIONS

                                      FINAL

<PAGE>   108

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


                                TABLE OF CONTENTS


1   INTRODUCTION............................................................2


2   EMPLOYEE LOCATIONS AND COUNTS...........................................2





                                       1

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PROPRIETARY AND CONFIDENTIAL                               BANK OF AMERICA/EXULT
--------------------------------------------------------------------------------

1   INTRODUCTION


    This schedule sets forth the Customer Service Locations and the number of
    Service Provider employees to be situated at each of those locations.

2   EMPLOYEE LOCATIONS  AND COUNTS

    The table below lists the cities where Customer Associates that shall be
    transferred to Service Provider are situated and the respective employee
    counts.


    [***]*




---------------
* Confidential information has been omitted.



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