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US Country Agreement - BP America Inc. and Exult Inc.

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                             Dated 7 December, 1999




                                 BP AMERICA INC

                                       and

                                   EXULT, INC.




                              US COUNTRY AGREEMENT




                                 One Silk Street
                                 London EC2Y 8HQ

                             Tel: (44-171) 456 2000



<PAGE>   2

                                TABLE OF CONTENTS

<CAPTION>
CONTENTS                                                            PAGE
                                                             
 1      Definitions and Interpretation ........................       2
 2      Term ..................................................       2
 3      Services ..............................................       3
 4      Exclusivity ...........................................       6
 5      Client Obligations including BPA Responsibilities .....       7
 6      Transfer Arrangements .................................       8
 7      Third Party HR Contracts ..............................      10
 8      Front End Consents ....................................      13
 9      Change Control Management Process .....................      14
10      Charges, Invoicing and Payment ........................      14
11      Taxes .................................................      14
12      Audit .................................................      16
13      Key Personnel .........................................      18
14      Termination ...........................................      18
15      Suspension of a Process ...............................      20
16      Winding Up Assistance .................................      21
17      Financial Consequences of Termination .................      22
18      Transfer Arrangements on Termination ..................      24
19      Intellectual Property Rights ..........................      26
20      Confidentiality .......................................      28
21      Data Protection and Security ..........................      29
22      Contract and Service Management .......................      30
23      Contract Minimums .....................................      33
24      Warranties ............................................      34
25      Limitation on Liability ...............................      36
26      Indemnities and Defence of Claims .....................      38
27      Insurance .............................................      43
28      Recovery of Damage Awards .............................      43
29      Dispute Resolution ....................................      44
30      Force Majeure .........................................      46
31      Assignment ............................................      47
32      Subcontracting ........................................      47
33      Participating Affiliates ..............................      49
34      General Terms .........................................      49




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         PARTIES


         THIS AGREEMENT is made on            December 1999


         BETWEEN:


(1)      BP AMERICA INC, a company incorporated under the laws of Delaware,
         whose principal office is at 200 East Randolph Drive, Chicago, IL 60601
         ("CLIENT"); and

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


         WHEREAS:


(A)      By an agreement (the "Framework Agreement") dated 7 December, 1999
         between BPA Amoco p.l.c. ("BPA") a company incorporated under the laws
         of England, and Exult, Inc. ("Exult"), a company incorporated under the
         laws of the State of Delaware, a framework was agreed to enable Exult
         and its Affiliates to provide certain human resource management
         services to BPA and certain of its Affiliates.


(B)      The purpose of this Agreement is to set out the terms on which Exult
         Supplier is to supply the Services to the Client in the United States
         of America.


         NOW IT IS HEREBY AGREED as follows:


1        DEFINITIONS AND INTERPRETATION


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


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


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


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


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


2        TERM


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



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<PAGE>   4

         terminate the Agreement on notice after the Initial Period, the
         Agreement shall continue thereafter subject to the other provisions of
         Clause 14 (Termination).


3        SERVICES


         3.1      The Services


                  3.1.1    Exult Supplier shall provide the Services to the
                           Client and the Participating Affiliates in accordance
                           with the Transition Plan, the Service Levels, the
                           Controls, Good Industry Practice and otherwise in
                           accordance with the terms and conditions of this
                           Agreement.


                  3.1.2    Exult Supplier shall supply sufficient and
                           appropriately qualified and skilled Employees and
                           Subcontractors to provide the Services to the Client.


                  3.1.3    Exult Supplier shall be responsible for the
                           management and technical supervision of the
                           performance of the Services by Employees and
                           Subcontractors under this Agreement.


                  3.1.4    Except as otherwise provided in this Agreement, Exult
                           Supplier shall be responsible for ensuring it has all
                           the assets required to provide the Services.


                  3.1.5    In performing the Services Exult Supplier shall use
                           reasonable endeavours to perform its duties in such
                           manner and at such times so that no act, omission or
                           default of the Exult Supplier shall, to its
                           knowledge, constitute, cause or contribute to any
                           breach by BPA, the Client or any of the Participating
                           Affiliates of any contract, including, but not
                           limited to, the Third Party Contracts binding upon
                           BPA, the Client or the Participating Affiliates
                           relating to the Client Premises, the Client Assets
                           or, the provision of the Services.


         3.2      CONTROLS


                  3.2.1    For the avoidance of doubt, the Client shall be
                           responsible for establishing and maintaining BPA
                           Controls, including, but not limited to, management
                           overview and determination of BPA Controls relating
                           to human resource management policies and practices.
                           Exult Supplier shall have no responsibility for the
                           establishment and maintenance of BPA Controls, but
                           shall comply with BPA Controls in accordance with the
                           terms of this Agreement .


                  3.2.2    As at the Commencement Date, the BPA Controls listed
                           in Part 1 of Schedule O, BPA Controls, have been
                           provided to Exult Supplier in writing and the parties
                           have agreed that Exult Supplier shall comply with
                           such agreed BPA Controls when fulfilling its
                           obligations under this Agreement.


                  3.2.3    During the 6 month period following the Commencement
                           Date, the parties shall work together in good faith
                           to review and evaluate the BPA Controls listed in
                           Part 2 of Schedule O. Such review will involve an
                           assessment of the



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                           applicability of such BPA Controls to the performance
                           of Exult Supplier's obligations under this Agreement
                           and the impact, if any, of Exult's compliance with
                           such BPA Controls in terms of the scope of Services,
                           Service Levels, Charges or any other aspect of this
                           Agreement.


                  3.2.4    It is the intention of the parties that through the
                           review process referenced in Clause 3.2.3, the BPA
                           Controls listed in Part 2 of Schedule O will be
                           agreed between the parties and included within Part 1
                           of Schedule O and Exult Supplier's performance of its
                           obligations under this Agreement shall be subject to
                           compliance with such additional agreed BPA Controls.


                  3.2.5    In the event that the parties are unable to reach
                           agreement within [***]* of the review as to the
                           inclusion of any BPA Controls pursuant to Clause
                           3.2.4 then at the end of such [***]* period, those
                           BPA Controls shall be deemed to have been included in
                           Part 1 and the Change Control Management process
                           shall be applied to implement such BPA Controls.

                  3.2.6    In addition to the provisions in Clauses 3.2.4 and
                           3.2.5 for inclusion of BPA Controls into this
                           Agreement, the parties shall procure the Regional
                           Governance Panel to review the BPA Controls
                           periodically during the term of this Agreement and to
                           use reasonable endeavours to agree and include:

any improvements and updates to BPA Controls; and

any additional BPA Controls established or determined by the Client in relation
to human resource management or to its business generally.

                  3.2.7    In the event that the parties are unable to reach
                           agreement as to the inclusion of any BPA Controls
                           pursuant to Clause 3.2.6 within [***]* of the review,
                           those BPA Controls shall be deemed to have been
                           included in Part 1 and the Change Control Management
                           process shall be applied to implement such BPA
                           Controls.


                  3.2.8    Within [***]* following the Commencement Date and
                           consistent with the Process Take On Dates as set out
                           in the Country Transition Plan, Exult Supplier will
                           develop a Quality Control Document. The Quality
                           Control Document shall thereafter be reviewed
                           periodically by the Regional Governance Panel with a
                           view to agreeing and incorporating any improvements
                           and updates thereto.

                  3.2.9    Any alleged or suspected violation of the BPA
                           Controls by any Employees in the performance of this
                           Agreement shall be promptly reported by the party
                           with knowledge of the alleged or suspected violation
                           to the other party. Exult Supplier shall permit the
                           Client to conduct an investigation into the matter
                           and shall co-operate with any investigation into such
                           matter conducted by the Client and shall take
                           whatever Exult Supplier deems to be the appropriate
                           corrective action with respect to any such violation
                           by the Exult Personnel.

----------

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



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<PAGE>   6

         3.3      NON-PERFORMANCE AGAINST KPI'S


                  3.3.1    Exult Supplier's performance of the Services shall be
                           measured against Service Levels, including the KPIs.


                  3.3.2    If at any time after the applicable date determined
                           in accordance with Schedule B (Service Levels), there
                           is a KPI Failure, Exult Supplier shall credit the
                           Client with the applicable Service Credit in
                           accordance with the procedure set out in Schedule C
                           (Charges and Invoicing) and the Client may at its
                           option seek any other remedy set forth in this
                           Agreement, provided that:

                           (i)      the amount of such Service Credit shall be
                                    taken into account when assessing any Award
                                    made to the Client pursuant to any other
                                    remedy in relation to the default resulting
                                    in the KPI Failure; and

                           (ii)     the Client shall provide Exult Supplier with
                                    notice that it intends to pursue such
                                    alternative remedy within [***]* of recovery
                                    of the relevant Service Credit from Exult
                                    Supplier in accordance with Schedule C
                                    (Charges and Invoicing).

         3.4      PROJECTS

                  The Client may from time to time request Exult Supplier by
                  written notice to undertake a Project in accordance with the
                  Change Control Management process and the procedures set out
                  in Schedule H (Projects). Projects included within the scope
                  of this Agreement at the Commencement Date, if any, are set
                  out in Schedule H. Unless otherwise agreed, Projects will be
                  charged at the Standard Rates.

         3.5      DISASTER RECOVERY

                  3.5.1    In respect of each Process, Exult Supplier shall,
                           from the relevant Process Take On Date use and comply
                           with the existing BPA Disaster Recovery Plan (except
                           to the extent that Client has not provided Exult
                           Supplier with a copy of the existing BPA Disaster
                           Recovery Plan) and shall within [***]* of the
                           Commencement Date develop and implement an Exult
                           Supplier Disaster Recovery Plan appropriate to the
                           provision of the Services. BPA makes no
                           representation that the BPA Disaster Recovery Plan is
                           adequate for these purposes and, therefore, Exult
                           Supplier shall have no liability for its failure to
                           reinstate any of the Services to the extent that it
                           has complied with such plan. The Exult Supplier
                           Disaster Recovery Plan shall cover critical
                           personnel, operations, Systems and processing at
                           facilities used in the provision of the Services.
                           Exult Supplier shall maintain the Exult Supplier
                           Disaster Recovery Plan and shall conduct annual tests
                           to ensure its effectiveness. Exult Supplier shall
                           consult with the Client in the preparation and
                           development of the Exult Supplier Disaster Recovery
                           Plan and the Regional Governance Panel shall use its
                           reasonable endeavours to agree any improvements to
                           it. In the event that such agreement is not reached
                           within [***]* of the proposal being made the

----------

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



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<PAGE>   7

                           improvement will be deemed to be adopted and will be
                           implemented in accordance with the Change Control
                           Management process.


                  3.5.2    As part of the consultation process described in
                           Clause 3.5.1, Exult Supplier shall provide the Client
                           with copies of the Exult Supplier Disaster Recovery
                           Plan, including any updates to such plan which are
                           developed by Exult Supplier.


         3.6      COMPATIBILITY OF IT SYSTEMS


                  It is the intention of the parties that the Systems and IT
                  infrastructure, including the Exult IT Domain, Exult Systems
                  and Future Systems, to be developed to support the provision
                  of the Services shall be compatible with BPA's IT
                  infrastructure and systems architecture existing at the
                  Commencement Date (the "Existing IT Domain"). The parties will
                  co-operate in good faith to ensure that this can be achieved
                  so that the Leveraged Operations can be implemented with the
                  minimum of disruption to the Existing IT Domain, provided that
                  if either party considers that a change to the Existing IT
                  Domain is necessary in order to allow the provision of the
                  Services to the Service Levels and achieve Leveraged
                  Operations then such change shall be implemented by way of the
                  Change Control Management process.

         3.7      VALIDATION EXERCISE

                  3.7.1    Following the Commencement Date, Exult Supplier and
                           the Client will work in co-operation to complete the
                           Validation Exercise in accordance with Schedule G.

                  3.7.2    The costs of the Validation Exercise shall be dealt
                           with in accordance with Schedule C.

         3.8      PROCESS DESCRIPTIONS

                  3.8.1    Exult Supplier shall maintain in an electronic format
                           (where possible) updated system documentation and
                           procedures providing a clear description of the
                           Service Delivery Model once the Services are
                           delivered (the "Process Descriptions").

                  3.8.2    Exult Supplier shall provide the Client with access
                           to such Process Descriptions as reasonably requested
                           by the Client.

4        EXCLUSIVITY

         The parties acknowledge that Exult Supplier will have an exclusive
         right to offer to provide Services and Underlying Technology to the
         Client in the United States of America save that the Client has the
         right to obtain human resources services (including the Services)
         directly from itself, from BPA, from a BPA Affiliate or from a third
         party in respect of:




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         4.1      [***]*


         4.2      services received by the Client under Third Party Contracts
                  which are not Transferred to Exult Supplier pursuant to Clause
                  7 (Third Party HR Contracts);


         4.3      services received by the Client under Sensitive Third Party
                  Contracts pursuant to Clause 7 (Third Party HR Contracts);


         4.4      [***]*


         4.5      [***]*


         4.6      any Affected Process in relation to which the Client has
                  terminated this Agreement pursuant to Clause 15.5.1
                  (Suspension of a Process).


5        CLIENT OBLIGATIONS INCLUDING BPA RESPONSIBILITIES


         5.1      The Client shall perform its obligations under this Agreement,
                  including, but not limited to, the BPA Responsibilities, in
                  accordance with this Agreement.


         5.2      The Client shall arrange for the giving of timely approvals,
                  management input, information and management review of issues
                  as and when they are requested by Exult Supplier. The Client
                  will provide Exult Supplier and its Employees and
                  Subcontractors full and timely access to all staff relevant to
                  the provision of the Services to the extent reasonably needed
                  by Exult Supplier to make decisions in relation to, or to
                  perform the Services. In the event that such access is not
                  provided, Exult's Country Representative will advise the
                  Client's Country Representative.

         5.3      The Client shall be responsible for establishing and
                  maintaining its management policies and strategies, including,
                  but not limited to, policies relating to the Client's human
                  resources function. Exult Supplier shall have no
                  responsibility for the establishment or maintenance of such
                  policies.


         5.4      Exult Supplier shall not be liable for any delay or failure on
                  its part to provide all or any of the Services or failure to
                  perform its other obligations under this Agreement to the
                  extent that this results from:


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


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

----------

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



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


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


         5.5      Exult Supplier shall notify the Client on becoming aware of
                  the occurrence of any of the circumstances in Clause 5.4.1 to
                  Clause 5.4.4 that may cause a delay or failure and shall use
                  reasonable endeavours to continue to provide the Services. To
                  the extent that either party believes consequential changes to
                  Services, Charges, Service Levels or any other obligations
                  arising under the Agreement are necessary as a result of the
                  Client's failure to meet its obligations, the matter shall be
                  referred to the Regional Governance Panel which shall
                  determine the changes, if any, that should be implemented in
                  accordance with the Change Control Management process. If the
                  Regional Governance Panel is unable to resolve this issue the
                  matter shall be referred to an Arbitrator appointed pursuant
                  to Clause 29.3 (Dispute Resolution).

6        TRANSFER ARRANGEMENTS


         6.1      CLIENT PREMISES


                  6.1.1    The Client shall use its reasonable endeavours to
                           make available, or to procure that there is made
                           available, should Exult Supplier so reasonably
                           request, Client Premises to enable Exult Supplier to
                           perform the Services.


                  6.1.2    Exult Supplier shall occupy the Client Premises made
                           available to Exult Supplier in accordance with terms
                           and conditions of this Agreement and other terms
                           which are appropriate for those Client Premises as
                           agreed between the parties.


                  6.1.3    Any charges charged by the Client to Exult Supplier
                           for the use of Client Premises shall be charged back
                           to the Client as Pass Through Costs. Any reasonable
                           costs incurred by Exult Supplier in vacating Client
                           Premises and in establishing alternative premises
                           shall be charged to the Client as Pass Through Costs.


         6.2      CLIENT ASSETS


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


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



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<PAGE>   10

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


         6.3      EXULT SYSTEMS


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


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


                  6.3.3    Where the Exult Systems or Future Systems include
                           software or other material licensed from a third
                           party for which such third party generally charges a
                           royalty to licensees, Exult Supplier reserves the
                           right to charge the Client such royalty in respect of
                           such software or materials. Any such royalty will be
                           equivalent to the royalty sum Exult Supplier pays to
                           the third party in respect of the licence. Any such
                           royalty charged to the Client shall be charged as a
                           Pass Through Cost.


                  6.3.4    Subject to Clause 6.3.5, Exult Supplier and the
                           Client agree to be bound by the terms of the Escrow
                           Agreement in respect of source code materials
                           relating to the Exult Systems and Future Systems
                           other than standard commercially available Third
                           Party Systems, and Exult Supplier agrees to update
                           where possible the relevant source code materials
                           held in escrow, in accordance with the Escrow
                           Agreement.


                  6.3.5    In respect of those Systems to which Clause 6.3.4
                           applies and which are licensed to Exult Supplier from
                           a third party, Exult Supplier shall before using such
                           Systems in the provision of the Services take
                           reasonable steps to:


                           (i)      obtain the source code materials relating to
                                    such Systems and place such materials in
                                    escrow in accordance with Clause 6.3.4;


                           (ii)     if this is not reasonably practicable,
                                    procure that the source code materials be
                                    made available to the Client, including in
                                    an escrow account on substantially the same
                                    terms to those contained in Clause 6.3.4;


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


                  6.3.6    The parties agree that the Escrow Agreement referred
                           to in Clause 6.3.4 shall be entered into with NCC
                           Escrow International Limited ("NCC") and that the
                           Escrow Agreement should be based on the standard
                           model Single Licensee (UK), amended to reflect the
                           parties requirements pursuant to fulfilling the



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<PAGE>   11

                           respective obligations under this and the other
                           Country Agreements. The parties intend the form of
                           the agreement should be substantially similar to that
                           contained in Schedule U and that if it is not
                           possible to obtain such agreement with NCC, the
                           parties shall agree on a suitable alternative escrow
                           agent.


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


         6.4      MISCELLANEOUS PROVISIONS RELATING TO THIRD PARTY CONTRACTS


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


                  6.4.2    All charges and expenses arising from the Third Party
                           Contracts transferred to Exult Supplier (including
                           Third Party HR Contracts) (to the extent that the
                           same relate to the Services) shall, subject to Clause
                           8 (Front End Consents), be equitably apportioned
                           between the Client and Exult Supplier as at the date
                           of the Transfer.


7        THIRD PARTY HR CONTRACTS


         7.1      THIRD PARTY HR CONTRACTS


                  Those contracts identified during the Due Diligence Exercise
                  as potential Third Party HR Contracts are set out in Schedule
                  D. The parties acknowledge that more potential Third Party HR
                  Contracts may be identified during the term of the Agreement
                  in which case such Third Party HR Contracts shall be added to
                  Schedule D and be subject to the provisions of this Clause 7.
                  It is the intention of the parties that, subject to the other
                  provisions of this Clause, where practicable the
                  responsibility for the provision of the services provided
                  under Third Party HR Contracts should be Transferred to Exult
                  Supplier either by termination of such Third Party HR
                  Contracts or by an assignment or novation of such Third Party
                  HR Contracts to Exult Supplier, and in any event upon the
                  expiry of such Third Party HR Contracts. However, the parties
                  recognise that this may not be practicable in all
                  circumstances and have agreed that the following procedure
                  shall apply to Third Party HR Contracts.


         7.2      THIRD PARTY CONTRACTS IN SCOPE


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


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



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<PAGE>   12

                           (ii)     [***]*


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


                  7.2.3    [***]*

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


         7.3      TRANSFER OF THIRD PARTY HR CONTRACTS


                  7.3.1    On the expiry of any Third Party HR Contract other
                           than a Sensitive Third Party Contract (which shall be
                           dealt with under Clause 7.6), Exult shall take on
                           responsibility for the provision of the Services
                           equivalent to the services previously provided under
                           such Third Party HR Contract, and the provisions of
                           Clause 7.3.4, Clause 7.3.5 and Clause 7.7 will apply
                           thereto.


                  7.3.2    [***]*


                  7.3.3    In the event of failure to agree pursuant to Clause
                           7.3.2, the matter shall be referred to and if
                           possible resolved in accordance with the provisions
                           of Clause 7.8.

                  7.3.4    If the parties agree pursuant to Clause 7.3.2 or if
                           it is resolved pursuant to Clause 7.3.3 that the
                           Third Party HR Contract should be Transferred to
                           Exult Supplier or if the services previously provided
                           by such Third Party HR Contract are Transferred to
                           Exult Supplier pursuant to Clause 7.3.1 then:

                           (i)      the parties shall agree on which category of
                                    cost (being either Category A, B or C) the
                                    Third Party HR Contract should be allocated
                                    to in accordance with Schedule C and shall
                                    agree a suitable Contract Transfer Plan; and

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

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

----------

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



                                       11
<PAGE>   13

                           shall apply.

         7.4      ADMINISTRATION OF THIRD PARTY HR CONTRACTS


                  7.4.1    Where the parties agree pursuant to Clause 7.3.2 or
                           Clause 7.3.3 that a Third Party HR Contract should be
                           administered by Exult Supplier the parties shall
                           agree a suitable Contract Transfer Plan and shall
                           ensure that Exult Supplier takes over administration
                           of the Third Party HR Contract in accordance with
                           Clause 7.3.1 and such Contract Transfer Plan, in the
                           most practicable and efficient manner and with the
                           minimum of disruption to the Client, BPA, the
                           Participating Affiliates and to the provision of the
                           Services. The Contract Transfer Plan shall include
                           the scope of Exult Suppliers' responsibilities
                           relating to its administration role together with the
                           Client's role and responsibilities.


                  7.4.2    Exult Supplier's duties with respect to Third Party
                           HR Contracts under this Clause 7.4 relating to any
                           Benefit Plan as defined in Schedule W shall be
                           limited to (a) monitoring the third party's
                           performance in accordance with the terms of the Third
                           Party HR Contract and any other policies and
                           guidelines established by the appropriate fiduciaries
                           of such Benefit Plan, (b) reporting to the Client
                           Country Representative on the result of its
                           monitoring activities and (c) taking such action as
                           directed by the Client Country Representative with
                           respect to such Third Party HR Contract.


         7.5      MONITORING AND REVIEW OF THIRD PARTY HR CONTRACTS


                  In the event that a Third Party HR Contract is not Transferred
                  to Exult Supplier or administered by Exult Supplier, the
                  parties, through the Regional Governance Panel, shall continue
                  to monitor the Third Party HR Contract and work towards
                  integrating Exult Supplier into the relationship with the
                  third party with a view to Transferring the Third Party HR
                  Contract or its administration to Exult Supplier when the
                  parties agree it is appropriate to do so.


         7.6      SENSITIVE THIRD PARTY CONTRACTS


                  7.6.1    [***]*


                  7.6.2    In the case of Sensitive Third Party Contracts
                           Transferred by assignment or novation to Exult
                           Supplier pursuant to Clause 7.3.1 to Clause 7.3.5
                           inclusive, Exult Supplier shall:

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


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

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                                       12
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                                    written consent of the Client.


                  7.6.3    Without prejudice to the Client's right under Clauses
                           4.1 and 4.3 to obtain such human resources services
                           (including the Services) directly from itself, from
                           BPA, from a BPA Affiliate or from a third party, in
                           the event that the Client wishes to Exult Supplier to
                           provide any Special Services, the provisions of
                           Schedule W shall apply.


                  7.6.4    [***]*


         7.7      USE OF CHANGE CONTROL


                  Any changes to this Agreement, including the relevant
                  Schedules which are required as a result of the Transfer,
                  termination or expiry of any Third Party Contract or required
                  as a result of Exult Supplier assuming or ceasing
                  administration responsibilities in relation to any Third Party
                  Contract, shall be dealt with in accordance with the Change
                  Control Management process.


         7.8      FAILURE TO REACH AGREEMENT


                  If the parties fail to reach agreement pursuant to Clause 7.2
                  to Clause 7.5 inclusive, the matter shall be referred to the
                  Regional Governance Panel in accordance with Clause 29.1.2
                  (Dispute Resolution) and thereafter, if possible, resolved in
                  accordance with the provisions of Clause 29.1.3, provided that
                  the matter shall not be referred to an Expert or an Arbitrator
                  in the event the BPA Vice President Group HR and Exult Chief
                  Executive Officer have not been able to resolve the matter.


8        FRONT END CONSENTS


         8.1      Where the consent of any third party is required to provide to
                  Exult Supplier the benefit of the arrangements under which the
                  Client holds or uses any of the Client Assets, Third Party
                  Systems or Third Party Contracts or such a consent is
                  otherwise required to enable Exult Supplier to perform the
                  Services in the manner contemplated by this Agreement, the
                  Client shall use reasonable endeavours, to procure that such
                  consent is granted or at the Client's option procure suitable
                  alternative rights or services are provided to Exult Supplier
                  to enable it to perform the Services. Exult Supplier shall use
                  reasonable endeavours to cooperate in obtaining such consents
                  or obtaining suitable alternative rights, including where
                  necessary entering into new agreements or agreeing to comply
                  with the terms of the relevant existing agreements. The use of
                  reasonable endeavours shall not include the payment of any
                  monies by any party, but where consent can only be obtained in
                  return for the payment of an additional sum, the parties shall
                  consider paying such sum if it appears the most cost effective
                  way of proceeding. Any such payment shall be charged as a Pass
                  Through Cost.

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<PAGE>   15

         8.2      Subject to Clause 8.1, if Exult Supplier does not have the
                  right to use the Client Assets, Third Party Systems, or the
                  benefit of the Third Party Contracts or any suitable
                  alternative, Exult Supplier shall not be liable for any
                  failure to provide that part of the Services to the extent
                  that such failure results from the lack of such right or
                  benefit, provided that Exult Supplier shall use reasonable
                  endeavours to minimise the extent of such failure.


9        CHANGE CONTROL MANAGEMENT PROCESS


         Any changes to this Agreement shall be dealt with in accordance with
         the Change Control Management process set out in Schedule L.


10       CHARGES, INVOICING AND PAYMENT


         10.1     The Client shall pay the Charges to Exult Supplier in
                  accordance with the provisions of this Agreement, including
                  Schedule C. The Client shall pay all Charges invoiced by Exult
                  Supplier regardless of, and without prejudice to, whether it
                  disputes all or any of such invoice.


         10.2     Exult Supplier shall, on the Client's request, provide copies
                  of all relevant accounts and records on which the calculations
                  are based to demonstrate that the amounts invoiced have been
                  properly calculated in accordance with the methodology set out
                  in Schedule C and such other information as the Client may
                  reasonably require to enable the Client to assess the
                  legitimacy of the Charges made pursuant to the provisions of
                  Schedule C.


         10.3     The Client shall have the right to conduct an audit pursuant
                  to Clause 12 (Audit) to verify the amount paid to Exult
                  Supplier under Clause 10.1 and if the Audit reveals that any
                  over payment has been made, the provisions of Section 14 of
                  Schedule C (Charges and Invoicing) shall apply.


11       TAXES


         11.1     RESPONSIBILITY FOR TAXES


                  11.1.1   Each party shall be solely responsible for all Taxes
                           which shall be properly and lawfully assessed or
                           imposed on it by any competent legal or fiscal
                           authority in connection with the carrying out of or
                           receiving of the Services or otherwise under this
                           Agreement.


                  11.1.2   Exult Supplier shall retain all necessary and
                           reasonable Tax information and documents as shall
                           enable Exult Supplier to comply with its obligations
                           under Clause 11.1.1 for such a period as may be
                           required in the relevant jurisdiction, and in any
                           event not to be a period of less than 6 years.


                  11.1.3   Exult Supplier shall be liable for all income Taxes
                           which shall be properly and lawfully assessed or
                           imposed on Exult Supplier by any competent authority
                           in



                                       14
<PAGE>   16

                           connection with the carrying out of the Services
                           under this Agreement. Exult Supplier acknowledges
                           that the Client is not and shall not become liable to
                           any taxes referred to in this Clause 11.1.3.


                  11.1.4   Each party shall indemnify and keep indemnified the
                           other against all liabilities incurred by the other
                           as a consequence of its breach of any of the
                           obligations under Clause 11.1.1 and (in the case of
                           Exult Supplier) under Clauses 11.1.2 and 11.1.3.


         11.2     GROSSING UP FOR SALES TAXES


                  11.2.1   Notwithstanding the provisions of Clause 11.1, all
                           sums due to Exult Supplier under this Agreement are
                           exclusive of any VAT, sales and use tax, and any
                           other similar taxes which apply or may from time to
                           time be introduced, which shall be charged thereon in
                           accordance with the relevant regulations in force at
                           the time of making the taxable supply, and shall be
                           paid by [***]*


                  11.2.2   Where required by the relevant fiscal regulations,
                           invoices shall show the relevant currency and any
                           conversion of the VAT, sales and use tax, or other
                           similar taxes, into any currency required to be shown
                           in accordance with the relevant fiscal regulations of
                           the Country, or Countries concerned.


                  11.2.3   Exult Supplier shall (if required by the relevant
                           fiscal regulations of the Country concerned) in
                           respect of this Agreement be duly registered in the
                           jurisdiction where the Services are performed for the
                           purposes of VAT or other similar sales taxes where
                           such registration is required.

                  11.2.4   Exult Supplier shall indemnify the Client in respect
                           of any penalties and/or interest charges imposed by a
                           competent tax authority on the Client arising out of
                           error or omission by Exult Supplier in relation to
                           VAT or other similar sales taxes, provided that the
                           Client notifies Exult Supplier within 30 calendar
                           days of such penalties and/or interest charges being
                           brought to the Client's attention by the competent
                           tax authority.

                  11.2.5   WITHHOLDING TAXES

                           (i)      If the Client is properly and lawfully
                                    required by any competent legal or fiscal
                                    authority in the Country to withhold or
                                    deduct Withholding Tax on any amounts
                                    payable under this Agreement to Exult
                                    Supplier it shall cooperate reasonably with
                                    Exult Supplier, including by forwarding the
                                    relevant withholding or deducting
                                    certificate or certificates as soon as
                                    reasonably practicable to Exult Supplier in
                                    respect of such withholding or deduction so
                                    that Exult Supplier is able to seek to
                                    recover from the relevant competent legal or
                                    fiscal authority the amount so withheld or
                                    deducted.

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<PAGE>   17

                           (ii)     Exult Supplier shall use reasonable
                                    endeavours to mitigate the effect of any
                                    Withholding Tax imposed on any payment under
                                    this Agreement by seeking to reduce the rate
                                    of Withholding Tax by credit, off-set,
                                    deduction, repayment or otherwise, or by
                                    eliminating such Withholding Tax by making
                                    use of any applicable double taxation
                                    treaties or similar provisions.

                           (iii)    If the Client withholds or deducts
                                    Withholding Tax in accordance with Clause
                                    11.2.5(i) and Exult Supplier is unable to
                                    mitigate the effect of any Withholding Tax
                                    as set out in Clause 11.2.5(ii), the Client
                                    and Exult Supplier shall agree an additional
                                    amount ("Additional Amount") of cost to be
                                    included in Exult Return and ROC. Such
                                    Additional Amount may be any amount
                                    (including zero) agreed as reasonable by
                                    Exult Supplier and the Client on a case by
                                    case basis (taking account, inter alia,
                                    Exult Supplier's overall Tax position in the
                                    Country or, if different, in its Country of
                                    Tax residence) but shall not exceed such
                                    additional amount as will result in receipt
                                    by Exult Supplier of more than the full sum
                                    payable under this Agreement.

                           (iv)     If there is any dispute in relation to any
                                    matter under this Clause 11.2.5, the matter
                                    shall be referred to an Expert appointed
                                    pursuant to Clause 29.2 (Dispute
                                    Resolution). The costs of such Expert shall
                                    be borne equally by the parties.


12       AUDIT

         12.1     The Client shall have the right at all reasonable times (in
                  accordance with Clause 12.2) and on reasonable notice to audit
                  (which for the avoidance of doubt includes inspection) Exult
                  Systems, procedures, supporting documentation, financial and
                  other books and records to the extent that they relate to the
                  provision of the Services as shall be necessary in the
                  reasonable opinion of the Client, to verify:

                  12.1.1   that the methodology in Schedule C has been correctly
                           applied in determining the Charges to be allocated to
                           the Client;

                  12.1.2   that the actual level of performance of the Services
                           is the same as the level of performance reported to
                           the Client;

                  12.1.3   that Exult Supplier has adequate Internal Controls in
                           place;


                  12.1.4   that the costs incurred and charged by Exult Supplier
                           in connection with the Winding Up Plan, the General
                           Winding Up Plan and the Validation Exercise are
                           accurate;


                  12.1.5   that the amount claimed by Exult Supplier in respect
                           of any Early Termination Payment is in accordance
                           with Clause 17.2 (Termination for Convenience
                           Payment); and

                  12.1.6   Exult Supplier's compliance with any other obligation
                           under this Agreement.



                                       16
<PAGE>   18

         12.2     The audits referred to in Clause 12.1 may be carried out by
                  the Client or its authorised representatives (the "AUDITOR"),
                  including BPA, and may be undertaken [***]* at such time as
                  the Client, reasonably requests or more frequently in
                  exceptional circumstances as determined by the Regional
                  Governance Panel. The Client, shall use reasonable endeavours
                  to conduct any such audits in a manner which will result in
                  the minimum of inconvenience to Exult Supplier including, but
                  not limited to, conducting such audit in conjunction with
                  Exult Supplier's own internal and/or external audits where
                  practicable.


         12.3     Where the Client exercises its rights under Clause 12.1, and
                  where the Auditor has access to any Exult Confidential
                  Information or third party confidential information, the
                  Auditor shall enter into a separate confidentiality agreement
                  with respect to that confidential information with Exult
                  Supplier and/or, at Exult Supplier's election, with the third
                  party prior to such exercise by the Client. No Auditor shall
                  be selected without the prior written consent of Exult
                  Supplier as to the identity of the Auditor, such consent not
                  to be unreasonably withheld or delayed.


         12.4     Exult Supplier shall provide the Auditor reasonable access to
                  Employees, Subcontractors, documents, records and systems
                  relating to the provision of the Services and shall provide
                  the Auditor with routine assistance in connection with the
                  audits. The Auditor shall have the right to copy and retain
                  copies of any relevant records solely for the purposes of
                  conducting the audit and subject to the applicable
                  confidentiality obligations.


         12.5     Any amounts agreed as a result of the audit to have been
                  incorrectly charged by Exult Supplier shall be adjusted in the
                  next regular payment by the Client in accordance with Schedule
                  C (Charges and Invoicing).


         12.6     In the event that there is any Dispute relating to any report
                  produced pursuant to any audit carried out under the
                  provisions of Clause 12.1, the matter shall be referred to an
                  Expert appointed pursuant to Clause 29.2 (Dispute Resolution).
                  [***]*


         12.7     Exult Supplier shall use reasonable endeavours to seek to
                  obtain for the Client the right to audit on terms equivalent
                  to those contained in this Clause 12 the relevant documents,
                  records and Systems of Exult, Exult Affiliates and any
                  Subcontractors.


         12.8     Exult Supplier and the Client shall [***]* costs with respect
                  to any audits carried out pursuant to this Clause 12.


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


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

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                                       17
<PAGE>   19

                  Agreement for a period of [***]* from the date of such expiry
                  or termination.


13       KEY PERSONNEL


         13.1     Exult Supplier shall ensure, to the extent that it is within
                  its reasonable control, that the Key Employees are actively
                  involved in supplying the Services for the minimum period
                  specified in Schedule I (Employees) in relation to each Key
                  Employee and shall not replace any Key Employees with another
                  person during that period unless the parties agree that the
                  relevant Key Employees need no longer be actively involved in
                  the provision of the Services.


         13.2     The Client shall, to the extent that it is within its
                  reasonable control, ensure that the BPA Key Employees are
                  actively involved in fulfilling the Client's obligations under
                  this Agreement for the minimum period's specified in Schedule
                  I (Employees) in relation to each BPA Key Employee. The Client
                  shall not replace any BPA Key Employees with another person
                  during that period unless the parties agree that the relevant
                  BPA Key Employees no longer needs to be actively involved in
                  the performance of this Agreement.


14       TERMINATION


         14.1     TERMINATION ON WINDING UP OR DEFAULT


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

                  14.1.1   in the case of the Client, Exult Supplier or in the
                           case of Exult Supplier, the Client passes a
                           resolution or the court makes an order that it be
                           wound up otherwise than for the purposes of a
                           reconstruction or amalgamation, or a receiver manager
                           or administrator on behalf of a creditor is appointed
                           in respect of the other party's business, or
                           circumstances arise which would entitle a creditor to
                           request that a court appoint a receiver, manager or
                           administrator or which would entitle the court
                           otherwise than for the purpose of a bona fide
                           reconstruction or amalgamation to make a winding-up
                           order, or the other party is unable to pay its debts
                           within the meaning of Section 123 of the UK
                           Insolvency Act 1986 or its relevant foreign
                           jurisdiction;

                  14.1.2   in the case of the Client, Exult Supplier or in the
                           case of Exult Supplier, the Client, is in Default and
                           the party in Default fails to remedy or compensate
                           for the Default within [***]* of a written notice
                           from the other party specifying the Default and
                           requiring its remedy; or

                  14.1.3   in the case of the Client if there are:

                           [***]*

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                                       18
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         14.2     TERMINATION FOR CONVENIENCE


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


         14.3     TERMINATION ON TERMINATION OF FRAMEWORK AGREEMENT


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


         14.4     TERMINATION ON NOTICE AFTER THE INITIAL PERIOD

                  The Client may terminate this Agreement by giving not [***]*
                  notice to Exult Supplier such notice to take effect, subject
                  to Clause 14.7, on the expiry of the Initial Period.


         14.5     TERMINATION FOR FORCE MAJEURE

                  If an event of Force Majeure arises which cannot be readily
                  resolved and continues for a period of 6 months which
                  materially prevents or hinders the performance of material
                  obligations under this Agreement in relation to one or more
                  Processes then either party may at any time by notice
                  terminate this Agreement in relation to the Process or
                  Processes affected by the Force Majeure event as from, subject
                  to Clause 14.7, the date of giving such notice. In the event
                  of a partial termination of this Agreement in accordance with
                  this Clause 14.5, the provisions of this Agreement relating to
                  termination for Force Majeure and the consequences of
                  termination, including Winding Up Assistance shall apply (but
                  only to the extent of the Process or Processes affected by the
                  Force Majeure event).

         14.6     TERMINATION FOR CHANGE OF CONTROL

                  The Client may at any time by notice terminate this Agreement
                  as from, subject to Clause 14.7, the date of giving such
                  notice if there is a Change of Control of Exult Supplier,
                  provided that such notice is given [***]* of Exult Supplier
                  notifying the Client of such Change of Control.

         14.7     EXTENSION OF TERM FOR WINDING UP PLAN

                  Any date for the termination of this Agreement provided in
                  this Clause 14 shall be subject to any extension agreed or
                  determined by the parties pursuant to the Winding Up Plan.


         14.8     NOTIFICATION TO REGIONAL REPRESENTATIVES


                  The Client or Exult Supplier, as the case may be, will
                  wherever practicable inform the Regional Representatives in
                  writing [***]* prior to giving notice under Clause 14.1 or

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                                       19
<PAGE>   21

                  14.2, provided that failure to give such notice shall not
                  affect the Client's or Exult Supplier's right to terminate the
                  Agreement.


         14.9     PRESERVATION OF RIGHTS OF ACTION


                  Any termination or expiry of this Agreement shall, subject to
                  Clause 34.12 (Legal Proceedings), be without prejudice to and
                  shall not affect any right of action or remedy which shall
                  have accrued or shall thereafter accrue under the terms of
                  this Agreement.


15       SUSPENSION OF A PROCESS

         15.1     [***]*

         15.2     [***]*

         15.3     [***]*

         15.4     As soon as it can be demonstrated to the reasonable
                  satisfaction of the Regional Governance Panel that the Default
                  has been remedied and a plan has been agreed between the
                  parties for reinstatement of the Affected Process, the Client
                  will by notice terminate the suspension and reinstate Exult
                  Supplier's provision of the Affected Process.

         15.5     If, at the end of the suspension period, it has not been
                  demonstrated to the reasonable satisfaction of the Regional
                  Governance Panel that the Default has been remedied the Client
                  shall either:-


                  15.5.1   serve written notice on Exult Supplier to terminate
                           this Agreement in relation to the Affected Process
                           with immediate effect; or


                  15.5.2   reinstate Exult Supplier's provision of the Affected
                           Process in accordance with an agreed plan for
                           reinstatement and resume the payment of Charges
                           relating to the Affected Process.


         15.6     In the event that Exult Supplier's provision of the Affected
                  Process is reinstated in accordance with Clauses 15.4 and
                  15.5.2, Exult Supplier shall only be responsible for meeting
                  Service Levels, including KPIs, applicable to the Affected
                  Process once Exult Supplier has resumed the provision of the
                  Affected Process for a period in excess of [***]*


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

         15.8     In the event of suspension pursuant to Clause 15.2, Exult
                  Supplier shall offer to grant or to procure the grant of a
                  licence in the terms set out in Clause 19.6 and shall give the
                  Client, BPA and its Affiliates and its contractors such access
                  to and use of the Client

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                                       20
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                  Assets, Exult Proprietary Systems and Future Systems and any
                  other resources then being used to provide the Affected
                  Process as the Client may reasonably require in order to
                  provide for itself or procure the Affected Process through a
                  third party in accordance with Clause 15.2; provided that in
                  exercising its rights, the Client shall seek to minimise the
                  disruption to Exult Supplier's other business. In this Clause
                  15.8, any contractor employed by the Client during the
                  suspension period shall be deemed to be a Successor Operator
                  for the purposes of the application of Clause 19.6. Any
                  licence and/or access rights granted pursuant to this Clause
                  15.8 shall apply solely for the suspension period.

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

16       WINDING UP ASSISTANCE

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

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


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


         16.2     The Winding Up Plan is to cover the period [***]* from the
                  earlier of (i) the Expiry Date; and (ii) the date of giving
                  notice of termination of this Agreement.

         16.3     In the event that the parties fail to agree the Winding Up
                  Plan within [***]* of first meeting in accordance with Clause
                  16.1, the matter shall be referred to the informal Dispute
                  Resolution Procedure pursuant to Clause 29.1, and, if
                  necessary, to an Expert in accordance with Clause 29.2. The
                  costs of such Expert shall be borne equally by the parties.

         16.4     Exult Supplier shall provide all assistance reasonably
                  required by the BPA Regional Project Leader or the Client for,
                  or in connection with, the Winding Up Plan and/or to ensure an
                  orderly migration of the obligations of Exult Supplier
                  (including the provision of the Services) to a Successor
                  Operator for the period of the Winding Up Plan.

         16.5     Exult Supplier shall develop a Service Delivery Description
                  and shall deliver it to the BPA Regional Representatives and
                  the Client as soon as reasonably practical after first meeting
                  to develop and agree the Winding Up Plan. It will include
                  up-to-date process flowcharts and any other documentation
                  reasonably necessary to provide the BPA

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                                       21
<PAGE>   23

                  Regional Representatives and the Client with a clear
                  understanding of how the Services are delivered and to enable
                  the Client or Successor Operator to take over the provision of
                  the Services and to maintain and develop the Service Delivery
                  Model.

         16.6     BPA and the Client shall have the right, through their
                  employees and/or Successor Operator, if applicable, to
                  interface with Exult Supplier, Employees and Subcontractors to
                  gain such an understanding of and familiarity with the systems
                  documentation and processes used in providing the Services to
                  enable their employees or a Successor Operator to provide
                  services equivalent to the Services.

         16.7     In the event of a termination pursuant to Clause 14.3
                  (Termination of the Framework Agreement), the Winding Up Plan
                  will be subject to and determined by the General Winding Up
                  Plan.

         16.8     The parties shall continue to perform their obligations in
                  accordance with this Agreement during the period of the
                  Winding Up Plan except as expressly provided in the Winding Up

         16.9     Plan, provided, however, that the obligations set forth in the
                  following Clauses shall not apply during the period of the
                  Winding Up Plan: Clauses 4, 7, 13 and 22.


17       FINANCIAL CONSEQUENCES OF TERMINATION


         17.1     WINDING UP ASSISTANCE


                  17.1.1   The Client shall bear it's own costs and the
                           reasonable charges and expenses of Exult Supplier
                           (which shall be based on the Standard Rates) incurred
                           in connection with the Winding Up Assistance,
                           including the preparation and production of the
                           Service Delivery Description, provided that, for the
                           avoidance of doubt, this will not prevent the Client
                           from seeking to recover damages in respect of any
                           loss it suffers pursuant to any termination of this
                           Agreement (i) as a result of Exult Supplier's
                           Default, pursuant to Clause 14.1; or (ii) pursuant to
                           Clause 14.3 on the termination of the Framework
                           Agreement as a result of Exult's Default.


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


         17.2     TERMINATION FOR CONVENIENCE PAYMENT

                  17.2.1   In the event of the termination of this Agreement by
                           the Client pursuant to Clause 14.2 (Termination for
                           Convenience), the Client shall pay to Exult Supplier
                           the Early Termination Payment [***]* of an invoice
                           together with copies of all relevant accounts and
                           records on which the calculations are based to
                           demonstrate that the amount has been properly
                           calculated in accordance with the methodology in
                           Schedule C.

----------

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



                                       22
<PAGE>   24

                  17.2.2   The Client shall have the right to conduct an audit
                           pursuant to Clause 12 (Audit) to verify the amount
                           paid to Exult Supplier under Clause 17.2.1 and if the
                           audit reveals that any over payment has been made,
                           the provisions of Section 14 of Schedule C shall
                           apply.

                  17.2.3   Notwithstanding Clauses 17.2.1 and 17.2.2, if the
                           Client reasonably disputes the amount claimed by
                           Exult Supplier under Clause 17.2.1, then the dispute
                           will be referred to the informal Dispute Resolution
                           Procedure in accordance with Clause 29.1 and in the
                           event the parties fail to agree the Dispute shall be
                           referred to an Expert for resolution, such Expert to
                           be appointed in accordance with Clause 29.2.

         17.3     THIRD PARTY CONTRACTS

                  17.3.1   GENERAL


                           Notwithstanding the other provisions of this Clause
                           17.3, on the termination of this Agreement for any
                           reason, any financial consequences arising or flowing
                           from any Exult Third Party Contracts or the
                           termination of any such Exult Third Party Contracts:

                           (i)      the duration of which Exult Supplier has
                                    agreed to extend beyond the Expiry Date; and


                           (ii)     the terms and conditions of which have not
                                    been approved in writing by the BPA Regional
                                    Representative prior to the entering into or
                                    extension of such Exult Third Party
                                    Contracts,


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


                  17.3.2   TERMINATION FOR EXULT SUPPLIER'S DEFAULT


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


                  17.3.3   TERMINATION FOR ANY OTHER REASON


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

                  17.3.4   MITIGATION

                           The parties each agree to take reasonable steps to
                           mitigate costs arising on



                                       23
<PAGE>   25

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

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

                           previously reimbursed by the Client, Exult Supplier
                           shall refund to the Client such portion of the
                           reimbursement which represents the use by Exult,
                           Exult Affiliate or their clients of such Exult Third
                           Party Contract.


                  17.3.6   EMPLOYEES


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


         17.4     ASSETS


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


18       TRANSFER ARRANGEMENTS ON TERMINATION


         18.1     CLIENT PREMISES


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


         18.2     EXULT ASSETS


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


                  18.2.2   On the termination of this Agreement by the Client
                           pursuant to Clause 14.1

----------

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



                                       24
<PAGE>   26

                           (Termination on Winding Up or Default), Exult
                           Supplier shall offer to sell to the Client or its
                           nominee the Exult Assets (at the written down book
                           value as at termination or expiry), but the Client
                           shall not be obliged to purchase such Exult Assets.


                  18.2.3   The parties agree to take reasonable steps to
                           mitigate costs arising from or in connection with the
                           Exult Assets on termination or expiry of this
                           Agreement and the parties agree that where a party is
                           able to make use of an Exult Asset for itself, its
                           Affiliates or another client it shall use reasonable
                           endeavours to do so at the request of the other
                           party.

                  18.2.4   Exult Supplier further agrees, at the Client's cost,
                           to co-operate in the relocation of any Exult Assets
                           to be purchased by the Client pursuant to this
                           Clause, provided that for the avoidance of doubt this
                           will not prevent the Client from seeking to recover
                           damages in respect of any loss it suffers pursuant to
                           any termination of this Agreement as a result of
                           Exult Supplier's Default.


                  18.2.5   On expiry of this Agreement Exult Supplier shall
                           offer to transfer ownership of any fully amortised
                           Exult Assets to the Client at no cost.


         18.3     SYSTEMS


                  On the termination or expiry of this Agreement for any reason:


                  18.3.1   LICENCES

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


                  18.3.2   ESCROW

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


                  18.3.3   RETURN OF CLIENT SYSTEMS AND MATERIALS

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


         18.4     THIRD PARTY CONTRACTS


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



                                       25
<PAGE>   27

                  a Participating Affiliate or a Successor Operator, as the
                  Client may direct.


         18.5     EMPLOYEES


                  The transfer of Employees on termination or expiry shall be
                  dealt with in accordance with Schedule J (Employee Transfer
                  Arrangements).


         18.6     BACK END CONSENTS


                  Where the consent of any third party is required to enable
                  Exult Supplier to provide the Client or Successor Operator,
                  with the benefit of the arrangements under which Exult
                  Supplier holds or uses any Exult Assets, Third Party Systems
                  or Third Party Contracts or such a consent is otherwise
                  required to enable the Client, or Successor Operator to take
                  over the provision of the Services from Exult Supplier in the
                  manner contemplated by this Agreement, Exult Supplier shall
                  use reasonable endeavours, to procure that such consent is
                  granted or at Exult Supplier's option, procure suitable
                  alternative rights or services are provided to the Client or
                  Successor Operator to enable it to perform the Services. The
                  Client shall use reasonable endeavours to co-operate in
                  obtaining such consents or obtaining suitable alternative
                  rights, including where necessary entering into new agreements
                  or agreeing to comply with the terms of the relevant existing
                  agreements. The use of reasonable endeavours shall not include
                  the payment of any monies by any party, but where consent can
                  only be obtained in return for the payment of an additional
                  sum, the parties shall consider paying such sum if it appears
                  the most cost effective way of proceeding. Any such payment
                  shall be charged as a Pass Through Cost.


19       INTELLECTUAL PROPERTY RIGHTS


         19.1     CLIENT INTELLECTUAL PROPERTY


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


         19.2     EXULT SUPPLIER INTELLECTUAL PROPERTY


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


         19.3     LICENCE OF CLIENT INTELLECTUAL PROPERTY


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



                                       26
<PAGE>   28

                  exclusive, unlimited user, royalty free licence to use and the
                  right to sublicence to subcontractors, the Client Intellectual
                  Property solely for the purposes of providing the Services to
                  the Client under this Agreement.


         19.4     LICENCE OF EXULT SUPPLIER INTELLECTUAL PROPERTY


                  Exult Supplier hereby grants to the Client (or, in the case of
                  Exult Supplier Intellectual Property licensed to Exult
                  Supplier by third parties to the extent that such grant is not
                  within its power, shall use reasonable endeavours, to procure
                  the grant to the Client of) a worldwide non-exclusive,
                  unlimited user licence, together with a right to sub-license
                  to third parties, to use the Exult Supplier Intellectual
                  Property or any physical material created as a result of the
                  use of the same in connection with the supply of the Services
                  to the extent necessary to enable the Client to receive the
                  benefit of the Services.


         19.5     LICENCES OF CLIENT INTELLECTUAL PROPERTY ON TERMINATION


                  On expiration or termination of this Agreement for any reason,
                  the licences granted pursuant to Clause 19.3 shall
                  automatically terminate.

         19.6     LICENCES OF EXULT SUPPLIER INTELLECTUAL PROPERTY ON
                  TERMINATION

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

         19.7     ROYALTIES

                  In the event that Exult Supplier exploits by way of
                  assignment, license or otherwise, any Exult Supplier
                  Intellectual Property which has been developed by way of a
                  Project under this Agreement and such development was funded
                  by the Client, then Exult Supplier shall pay to the Client
                  royalties in respect of the benefits received from such
                  exploitation.

----------

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



                                       27
<PAGE>   29

                  The royalty payable in each case shall be determined as part
                  of the implementation of the Project pursuant to Schedule L
                  and Schedule H.

         19.8     CLIENT'S RIGHT TO USE SYSTEMS ON TERMINATION

                  In order to ensure that Exult Supplier is able to fulfil its
                  obligations to provide the licence under Clause 19.6, where a
                  System is to be developed specifically for the Client by Exult

                  Supplier using the services of a third party ("Developed
                  System") Exult Supplier shall before using such Developed
                  System in the provision of the Services:


                  19.8.1   take reasonable steps to obtain ownership rights in
                           the Developed System including obtaining any
                           necessary assignment of such rights from third
                           parties; or


                  19.8.2   if Clause 19.8.1 is not reasonably practicable, take
                           all steps to procure a licence for itself
                           substantially in the form set out in Clause 19.6 for
                           such Developed Systems; and


                  19.8.3   to the extent the steps described in Clauses 19.8.1
                           and 19.8.2 are not reasonably practicable, discuss
                           and agree with Client alternative arrangements to
                           ensure Client can continue to use the Developed
                           System on termination or expiry of this Agreement.


20       CONFIDENTIALITY


         20.1     All Confidential Information communicated in connection with
                  the negotiation, preparation and performance of this Agreement
                  was and shall be received in confidence, used only for the
                  purposes, and within the duration, of this Agreement, and
                  shall be protected in the same manner as the party receiving
                  such Confidential Information protects its own Confidential
                  Information, but in any event in not less than a reasonable
                  manner, except for Confidential Information which:


                  20.1.1   is or becomes generally available to the public other
                           than as a result of a breach of this Clause 20;


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


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


                  20.1.4   the receiving party is required by law to disclose;


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


                  20.1.6   is agreed by the Client and Exult Supplier from time
                           to time to be excluded.



                                       28
<PAGE>   30

                  Provided always that:


                  20.1.7   the onus shall be on the party disclosing the
                           information pursuant to Clauses 20.1.1 to 20.1.6 to
                           prove through the use of documentary evidence that
                           the


                           information fell within one of Clauses 20.1.1 to
                           20.1.6 otherwise than through unauthorised disclosure
                           by that party; and


                  20.1.8   if either party (the "DISCLOSING PARTY") is required
                           to make a disclosure in accordance with Clause
                           20.1.4, it will, if it is not prohibited by law from
                           doing so, provide the other party with prompt notice
                           of any such requirement or request to disclose any
                           such Confidential Information so that the non
                           disclosing party may seek an appropriate order. The
                           disclosing party shall provide the other party with
                           all necessary assistance in any action taken by the
                           other party to obtain an appropriate order including
                           an order providing that the information does not have
                           to be disclosed, an appropriate protection order or
                           other reliable assurance that confidential treatment
                           will be accorded the information that the disclosing
                           party is required to disclose.


         20.2     Any party disclosing any Confidential Information to any agent
                  or subcontractor shall obtain or have obtained from the
                  authorised agent or subcontractor a signed confidentially
                  undertaking which the party disclosing reasonably believes
                  offers adequate protection in relation to the matters
                  contained in Clause 20.1. The parties agree that no
                  Confidential Information will be disclosed after the expiry or
                  termination of this Agreement unless such Confidential
                  Information comes within one of the exceptions in Clauses
                  20.1.1 to 20.1.6.


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


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


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


21       DATA PROTECTION AND SECURITY


         21.1     Each party shall and shall procure that its Affiliates comply
                  in all respects with the data



                                       29
<PAGE>   31

                  processing obligations contained in Schedule Q and with all
                  relevant laws relating to the holding, processing and
                  protection of data.


         21.2     Exult Supplier shall maintain the integrity of all Client
                  Information and keep such information logically separate from
                  any information and/or data relating to third parties and
                  shall procure that such information shall not be disclosed to
                  any third party. Such information shall be used solely for the
                  purposes of providing the Services and Exult Supplier shall
                  procure that no third party shall obtain access to such
                  information at any time other than its authorised Employees
                  and Subcontractors and other third parties with the Client's
                  prior consent.


         21.3     If Exult Supplier becomes aware that it has received Client
                  Information which is not required to provide the Services,
                  Exult Supplier shall promptly inform the Client and return
                  such information to the Client on request without keeping
                  copies of the same.


         21.4     Client Information shall remain the property of BPA or the
                  respective BPA Affiliates, as the case may be. Exult Supplier
                  shall provide BPA and/or the Participating Affiliates, as the
                  case may be, with a copy of any part of the Client Information
                  that BPA and/or the Participating Affiliates may, from time to
                  time, reasonably demand.


         21.5     Exult Supplier shall and shall procure that its Employees and
                  Subcontractors shall develop, document and implement and at
                  all times maintain reasonable safeguards against the theft,
                  destruction, loss, wrongful use, disclosure, corruption or
                  alteration of Client Information in the possession or within
                  the control or responsibility of Exult Supplier, which
                  safeguards are subject to the Client's review and audit and
                  which are at levels no less rigorous than the safeguards
                  maintained by the Client immediately prior to the Commencement
                  Date as such levels are established by each Due Diligence
                  Exercise or as otherwise agreed by the Client and Exult
                  Regional Project Leaders.


         21.6     Exult Supplier shall use reasonable endeavours to prevent
                  computer viruses from being introduced by the Employees and
                  Subcontractors onto or into any of the IT and communications
                  equipment used by Client, the Participating Affiliates and
                  their respective employees, agents or contractors.


22       CONTRACT AND SERVICE MANAGEMENT


         22.1     MANAGEMENT OF SERVICES


                  The Client and the Exult Supplier will manage their
                  relationship, including the provision of the Services, in
                  accordance with the Global Governance Arrangements set out in
                  Schedule P.


         22.2     BENCHMARKING


                  22.2.1   INTERNAL BENCHMARKING


                           (i)      On an annual basis Exult Supplier shall
                                    conduct an internal



                                       30
<PAGE>   32

                                    benchmarking exercise to measure (i) the
                                    quality of Exult Supplier's provision of the
                                    Services against the Service Levels, as well
                                    as, (if appropriate,) against Exult
                                    Supplier's [***]* and (ii) the [***]*
                                    against charging methodology set out in
                                    Schedule C.


                           (ii)     Exult Supplier will conduct the internal
                                    benchmarking exercise using Gunn Partners
                                    benchmarking database to evaluate the
                                    results against industry standards relating
                                    to the appropriate segment of the
                                    outsourcing industry which provides services
                                    similar to the Services to clients similar
                                    to the Client whether or not in the oil
                                    industry.


                           (iii)    In carrying out the internal benchmarking
                                    exercise, the provision to the Client by
                                    Exult Supplier of any confidential or
                                    proprietary information of any client of
                                    Exult Supplier shall be subject to the terms
                                    of Exult Supplier's agreements with such
                                    clients.


                           (iv)     Each party shall be responsible for its own
                                    costs associated with the internal
                                    benchmarking process.


                  22.2.2   INDEPENDENT BENCHMARKING


                           (i)      Once every two years or as otherwise
                                    mutually agreed between the parties, an
                                    independent benchmarking exercise will be
                                    conducted by an independent organisation
                                    (e.g., The Gartner Group, API and Saratoga)
                                    agreed by the Regional Governance Panel. The
                                    costs of participating in such an exercise
                                    will be shared on an equitable basis by
                                    Exult Supplier, the Client and any other
                                    clients of Exult participating in the
                                    exercise. The output from the exercise will
                                    be the joint property of Exult Supplier, the
                                    Client and, if appropriate the other clients
                                    of Exult which are party to the exercise.


                           (ii)     The benchmarking process, the peer group
                                    against which the provision of the Services
                                    is to be benchmarked, and the metrics to be
                                    benchmarked will be agreed by the Regional
                                    Governance Panel. The benchmarker shall use
                                    consistent methodologies and objective
                                    measurements in conducting the benchmarks
                                    and shall compare (i) the quality of the
                                    Services benchmarked to similar services
                                    provided to other comparable companies; and
                                    (ii) the cost of the Services benchmarked to
                                    similar services provided to other
                                    comparable companies.


                  22.2.3   Subject to applicable confidentiality restrictions,
                           each party will be required to furnish all
                           benchmarking information required to meaningfully
                           participate in this exercise.

----------

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



                                       31
<PAGE>   33

                  22.2.4   If either of the internal or external benchmarking
                           exercises referred to in Clauses 22.2.1 and 22.2.2
                           indicates that:


                           (i)      the quality of the Services provided to the
                                    Client falls below the [***]* of the ---
                                    relevant competitors required as part of the
                                    benchmarking exercise; or


                           (ii)     Exult Supplier's Charges are greater than
                                    that of the [***]* of the relevant
                                    competitors reviewed as part of the
                                    benchmarking exercise having regard to the
                                    quality of the Services provided,


                              then the report of the benchmarking exercise shall
                              be reviewed by the Regional Governance Panel who
                              shall promptly meet and together consider what
                              action, if any, should be taken in response to the
                              report of the benchmarking exercise and if it is
                              agreed that changes are required, the Regional
                              Governance Panel shall agree the relevant Change
                              Requests, including details of any Proposed
                              Changes to the Charges, the Services and/or
                              Service Levels.


                  22.2.5      Where the Client wishes to use a third party to
                              conduct or otherwise assist with a benchmarking
                              exercise, access by such third party to any Exult
                              Confidential Information shall be subject to Exult
                              Supplier's prior written consent as to the
                              identity of the third party, such consent shall
                              not be unreasonably withheld or delayed, and to
                              the third party entering into a separate
                              confidentiality agreement with Exult Supplier on
                              terms reasonably acceptable to Exult Supplier.

         22.3     SERVICE PERFORMANCE REPORTS


                  Service Performance Reports will be prepared by the Exult
                  Country Representative and shall include information, as
                  applicable, on the RSLs, KPIs, KPI Failures, Key Incidents and
                  the procedures followed in relation to them and shall set out
                  the measures required to reduce the likelihood of a recurrence
                  of the relevant KPI Failure and/or Key Incidents. Service
                  Performance Reports shall be issued by Exult Supplier:


                  (i)      monthly to the BPA Country Representative to cover
                           information relating to the previous month; and


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


         22.4     KEY INCIDENT REPORTING


                  22.4.1   The Country Representatives shall report all Key
                           Incidents promptly to the Regional Governance Panel.


                  22.4.2   The purpose of reporting Key Incidents is to:

----------

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



                                       32
<PAGE>   34

                           (i)      bring incidents quickly to the attention of
                                    Exult Supplier's and the Client's
                                    management; and


                           (ii)     highlight areas of control weakness,
                                    initiate procedures reviews and generate
                                    action to remedy control weaknesses
                                    identified.


                  22.4.3   The reporting of Key Incidents does not replace or
                           supersede, but shall be in addition to, the normal
                           reporting (including the provision of Service
                           Performance Reports under Clause 22.3) and updating
                           of appropriate management of routine work incidents.


         22.5     SATISFACTION SURVEYS


                  22.5.1   Exult Supplier shall prepare customer satisfaction
                           surveys and management satisfaction surveys on a
                           frequency and basis to be agreed by the Regional
                           Governance Panel.


                  22.5.2   Customer satisfaction surveys and management
                           satisfaction surveys shall be submitted to the
                           Regional Governance Panel by the Country
                           Representatives and the results of such surveys shall
                           be summarised in the relevant Service Performance
                           Report.


         22.6     CONTINUOUS IMPROVEMENT


                  22.6.1   Exult Supplier recognises that it has an obligation
                           under this Agreement to maintain continuous
                           improvement in the Service Delivery Model used in the
                           provision of the Services on an ongoing basis in
                           order to establish and maintain a position as a
                           market leader and to continue efficient and effective
                           use of developing processes and technologies.


                  22.6.2   In addition to the benchmarking exercises referred to
                           in Clause 22.2, Exult Supplier shall report to the
                           Client on an annual basis its strategy plans to
                           achieve continuous improvement referred to in Clause
                           22.6.1.


                  22.6.3   To the extent that the parties agree particular
                           Projects are appropriate to maintain continuous
                           improvement, these shall be dealt with under Change
                           Control Management process, provided that the parties
                           recognise Exult Supplier should only bear an
                           equitable proportion of the costs of any developments
                           which will be used by Exult Supplier in the provision
                           of services to other clients, including those clients
                           which Exult Supplier provides services to from the
                           Client Service Centre.


23       CONTRACT MINIMUMS



                                       33
<PAGE>   35

         23.1     Contract Minimums for each Contract Minimum Year shall be
                  established in accordance with this Clause 23.


         23.2     The Contract Minimum for:


                  23.2.1   [***]*


                  23.2.2   [***]*


         23.3     Prior the commencement of each calendar quarter in each
                  Contract Minimum Year, the Client may give Exult Supplier
                  [***]* of a proposed reduction in the Contract Minimums to
                  take account of reductions in the Client's requirements for
                  Services.


         23.4     This Clause 23 applies to situations which result in an actual
                  reduction in the Client's requirement for Services and, for
                  the avoidance of doubt, the Client may not assume
                  responsibility internally for services equivalent to the
                  Services or appoint a third party to provide services
                  equivalent to the Services pursuant to the terms of this
                  Clause 23.

         23.5     [***]* prior to the end of each Contract Minimum Year, the
                  Regional Governance Panel shall meet to assess the impact,
                  including the impact on the Charges for the then current
                  Contract Minimum Year, of the reductions in the Client's
                  requirements for Services notified in accordance with Clause
                  23.3 above. Subject to Clause 23.6, the Regional Governance
                  Panel shall agree a decrease in the Contract Minimum for the
                  succeeding Contract Minimum Year which is proportionate with
                  the actual reduction in Charges arising from the events and in
                  the event that the Regional Governance Panel cannot agree on
                  the amount of the decrease the matter shall be referred to an
                  Expert to be appointed in accordance with Clause 29.2.

         23.6     In no event shall a Contract Minimums be reduced by more than
                  [***]*

         23.7     In the event that the impact of reductions in the Client's
                  requirements for Services as reviewed under Clause 23.5 is or
                  would be to reduce the Contract Minimum for the succeeding
                  Contract Minimum Year by more than [***]* the matter will be
                  referred by either party to the Regional Governance Panel
                  under Clause 18 of the Framework Agreement (Contract Minimums)
                  to reassess the impact of such reduction across the relevant
                  CSC Group.

         The decision of the Regional Governance Panel (or Expert determination
         as the case may be) made pursuant to Clause 18 of the Framework
         Agreement shall be implemented hereunder.


24       WARRANTIES


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


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

----------

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



                                       34
<PAGE>   36

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


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


                  24.1.4   ASSURANCE Nothing contained in this Agreement will:


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


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


         24.2     YEAR 2000 AND EMU COMPLIANCE


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


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


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


         24.3     The Client hereby represents and warrants to Exult Supplier
                  that:


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


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



                                       35
<PAGE>   37

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


                  24.3.4   ASSURANCE Nothing contained in this Agreement will:


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


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


         24.4     Each of the Client and Exult Supplier undertakes to perform
                  its obligations under this Agreement in compliance with all
                  applicable laws, enactments, orders and regulations.

         24.5     Except as expressly stated in this Agreement, all warranties
                  and conditions, whether express or implied by statue, common
                  law or otherwise are hereby excluded to the extent permitted
                  by law.

25       LIMITATION ON LIABILITY

         25.1     Neither party shall limit or exclude its liability to the
                  other in respect of (i) death or personal injury caused by its
                  negligence or the negligence of its employees acting in the
                  course of their employment; (ii) for any fraudulent
                  misrepresentation, including fraudulent pre-contractual
                  misrepresentation made by a party on which the other party can
                  be shown to have relied when entering into this Agreement; and
                  (iii) any other liability which by law cannot be excluded.

         25.2     Subject to Clauses 25.1, 25.3 and 25.4 each party's liability
                  to the other under this Agreement in respect of a claim
                  arising out of this Agreement shall be limited to an amount
                  equal to [***]*. Where an event which gives rise to a claim
                  occurs during the initial 16 months of this Agreement each
                  party's liability to the other shall be limited to [***]*
                  established in accordance with the provisions of Schedule C,
                  (Charges and Invoicing).


         25.3     Each party's aggregate liability to the other during the term
                  of this Agreement for all claims arising out of this Agreement
                  shall be limited to an amount equal to Charges (excluding Pass
                  Through Costs) payable to Exult Supplier for a 6 month period.
                  For the purposes of calculating the Charges under this Clause
                  25.3, the maximum level of liability shall be based on (i) the
                  average monthly Charges during the 12 month period prior to
                  the month in which the event giving rise to the liability
                  occurred multiplied by 6, or, (ii) where the event giving rise
                  to the liability occurs during the initial 16 months of this
                  Agreement the Initial Baseline divided by 16 multiplied by 6,
                  provided that the limitation in this Clause 25.3 at any time
                  shall not require the repayment of sums paid or payable in
                  respect of claims in any earlier period.

----------

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



                                       36
<PAGE>   38

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


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


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


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


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


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

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

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

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

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


                  (vi)     Payment of Charges and Service Credits.


         25.9     Subject to Clauses 34.12 (Legal Proceedings) and 34.13
                  (Equitable Remedies) the parties recognise that damages are
                  the only remedy available under this Agreement and, to the
                  extent permissible by law, the limits under this Clause are
                  the absolute limit of each party's liability arising under or
                  in connection with this Agreement. All other liability is
                  expressly excluded.


         25.10    LIMITATIONS ON PARTICIPATING AFFILIATES' CLAIMS


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


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

----------

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



                                       37
<PAGE>   39

                           (iv)     the Client shall wherever reasonably
                                    practicable consolidate actions against
                                    Exult Supplier for Losses suffered by
                                    Participating Affiliates in respect of each
                                    alleged default; and


                           (v)      the Participating Affiliates' Losses shall
                                    be deemed the direct Losses of the Client,
                                    but all such Losses shall be subject to the
                                    exclusions and limitations set out in this
                                    Agreement.


                  25.10.2  The Client shall procure that:


                           (i)      the Participating Affiliate will not make
                                    any claim or be a party to any claim or
                                    other action against Exult Supplier, Exult
                                    or an Exult Affiliate or their employees,
                                    offices or directors arising from or in
                                    connection with this Agreement; and


                           (ii)     the Participating Affiliate will direct all
                                    communications regarding this Agreement
                                    through and to the Client and not to Exult
                                    Supplier.


                  25.10.3  The Client is fully responsible for the performance
                           of all its obligations under this Agreement with
                           respect to the Services provided to such
                           Participating Affiliates.


                  25.10.4  Nothing in Clause 25.10.1, 25.10.2 or Clause 25.10.3
                           relieves the Client of its obligations or expands
                           Exult Supplier's obligations under this Agreement.


26       INDEMNITIES AND DEFENCE OF CLAIMS


         26.1     INDEMNIFICATION BY EXULT SUPPLIER


                  Subject to Clause 26.5, Exult Supplier shall indemnify and
                  keep indemnified the Client, BPA, the Participating Affiliates
                  and its and their respective officers, directors, employees,
                  agents, successors and assigns (each, an "Indemnified BPA
                  Party") from and against any and all Losses arising in
                  connection with this Agreement from any of the following:


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


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



                                       38
<PAGE>   40

                  26.1.3   a claim by a third party other than a BPA Affiliate
                           to a Third Party Contract where such claim arises in
                           connection with a breach of Exult Supplier's or Exult
                           Participating Affiliate's obligations under or
                           relating to such Third Party Contract assumed by
                           Exult Supplier or the relevant Exult Participating
                           Affiliate pursuant to obtaining consents in respect
                           of such Third Party Contract to enable Exult Supplier
                           or the relevant Exult Participating Affiliate to
                           provide the Services; and


                  26.1.4   a claim by a BPA Third Party arising from and
                           directly connected with the breach of any law, rule,
                           regulation or order, where such breach arises
                           directly from the negligent act or omission of Exult
                           Supplier, an Exult Participating Affiliate or its and
                           their respective employees, officers, agents or
                           subcontractors.


         26.2     INDEMNIFICATION BY BPA


                  Subject to Clause 26.5, the Client shall indemnify and keep
                  indemnified Exult Supplier, the Exult Participating Affiliates
                  and its and their respective officers, directors, employees,
                  agents, successors and assigns (each, an "Indemnified Exult
                  Party") from and against any and all Losses arising in
                  connection with this Agreement from any of the following:


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


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


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


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



                                       39
<PAGE>   41

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

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

                           (ii)     is a beneficiary under any Client or BPA
                                    Affiliate employee related benefits plans,
                                    programmes or schemes to the extent that
                                    such claim relates to such plans, programmes
                                    or schemes; or


                           (iii)    has a fiduciary role or responsibility in
                                    relation to any the Client or BPA
                                    Affiliate's employee related benefit plans,
                                    programmes or schemes to the extent such
                                    claim relates to such role or
                                    responsibility,


                           in each case, except to the extent that such claim
                           results from the negligence of Exult Supplier, an
                           Exult Participating Affiliate, or its or their
                           respective employees, officers, agents or
                           subcontractors.


                  26.2.6   a claim by an Exult Third Party arising from the
                           provision by Exult Supplier of any Special Services,
                           except to the extent caused by Exults Supplier's
                           negligent acts or omissions.


         26.3     INDEMNIFICATION BY EXULT SUPPLIER WITH RESPECT TO INTELLECTUAL
                  PROPERTY


                  26.3.1   Subject to Clause 26.5, Exult Supplier shall
                           indemnify and keep indemnified the Client, its
                           Affiliates and their respective officers, directors,
                           employees and agents, from and against all reasonable
                           costs and expenses (including the amount of any
                           damages awarded by a court of competent jurisdiction)
                           which the Client may incur as a result of defending
                           or settling any claim by a third party that the
                           Client's use or possession of any of the Exult
                           Proprietary Systems is unauthorised or infringes the
                           Intellectual Property rights of any third party.


                  26.3.2   In the event of any such claim being made, the Client
                           shall notify the Exult Regional Representative as
                           soon as practicable upon becoming aware of the same
                           and, subject to being indemnified, at the request of
                           Exult Supplier, grant Exult Supplier sole conduct of
                           the claim and provide to Exult Supplier all
                           reasonable assistance in the conduct of the claim,
                           provided that in conducting the claim Exult Supplier
                           shall minimise the disruption to the business of BPA
                           and the Participating Affiliates, including the use
                           of the Exult Supplier Intellectual Property, as the
                           case may be.


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


                           (i)      the use by the Client and/or the
                                    Participating Affiliates of the relevant
                                    Exult Systems, Future Systems or Work
                                    Product for purposes not



                                       40
<PAGE>   42

                                    connected with the provision of the Services
                                    or services equivalent to the Services in
                                    the Country in which those Services are
                                    being provided or as otherwise authorised;


                           (ii)     any modification of the relevant Exult
                                    Systems, Future Systems or Work Product by
                                    or on behalf of the Client and/or the
                                    Participating Affiliates to which Exult
                                    Supplier or the third party, as the case may
                                    be, has not given its consent; or


                           (iii)    use of the relevant Exult Systems, Future
                                    Systems or Work Product in connection with
                                    materials or data supplied by the Client.


                  26.3.4   In the event that the Client's use or possession of
                           any part of the Exult Systems, the Future Systems or
                           Work Product is held to be unauthorised or to
                           infringe any third party Intellectual Property
                           rights, then Exult Supplier shall at its own expense
                           and at the Client's option:


                           (i)      obtain for the Client a licence or such
                                    other right to continue to use that System
                                    or Work Product or part thereof; or


                           (ii)     replace or modify such part so as to avoid
                                    or rectify the unauthorised use or
                                    infringement without significant
                                    interruption or degradation in performance
                                    of that System or the Services,


                           provided that the Client shall provide Exult Supplier
                           with all reasonable assistance (at the cost of Exult
                           Supplier) to enable Exult Supplier to so do.


         26.4     INDEMNIFICATION OF EXULT IN RELATION TO INTELLECTUAL PROPERTY


                  26.4.1   Subject to Clause 26.5, the Client shall indemnify
                           and keep indemnified Exult Supplier from and against
                           all reasonable costs and expenses (including the
                           amount of any damages awarded by a court of competent
                           jurisdiction) which Exult Supplier may incur as a
                           result of defending or settling any claim by a third
                           party that Exult Supplier's use of any of the Client
                           Systems which has been authorised by the Client is
                           unauthorised or infringes the Intellectual Property
                           rights of any third party.


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


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


                           (i)      the use by Exult Supplier of the relevant
                                    Client System for purposes



                                       41
<PAGE>   43

                                    not connected with the provision of the
                                    Services in the Country in which the
                                    Services are provided; or


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


                  26.4.4   In the event that Exult Supplier's use of any part of
                           the Client Systems is held to be unauthorised or to
                           infringe any Intellectual Property rights relating
                           thereto, then the Client shall at its own expense:


                           (i)      obtain for Exult Supplier a licence or such
                                    other right to continue to use that System;
                                    or


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


                           provided that Exult Supplier shall provide the Client
                           with all reasonable assistance to enable the Client
                           to so do.


         26.5     DEFENCE OF CLAIMS


                  26.5.1   Each party will defend and procure the relevant
                           Affiliate to defend any claim brought or threatened
                           against the other party to the extent that such claim
                           is or may be subject to the indemnity contained in
                           Clauses 26.1, 26.2, 26.3 and 26.4 (the party
                           providing such defence, the "Indemnifying Party" and
                           the party entitled to such defence, the "Indemnified
                           Party"). The Indemnifying Party will bear the expense
                           of such defence and pay any damages and legal fees
                           finally awarded by a court of competent jurisdiction
                           which are attributable to such claim.


                  26.5.2   The Indemnified Party shall notify the Indemnifying
                           Party of any claim under Clauses 26.1, 26.2, 26.3 and
                           26.4 within 30 days (or such shorter period as may be
                           required to respond to a third party claim) after
                           receipt of notice. The Indemnifying Party required to
                           indemnify the Indemnified Party under this Agreement
                           shall have no obligation for any claim under this
                           Clause 26.5 to the extent that the defence of such
                           claim is prejudiced by such failure if:


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


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


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



                                       42
<PAGE>   44

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


                  26.5.4   The Indemnified Party shall have the right (but not
                           the obligation) to participate in such defence or
                           settlement (and in the case of any proposed
                           settlement of a claim which does not involve only the
                           payment of money, the Indemnifying Party shall obtain
                           the prior written consent of the Indemnified Party to
                           such settlement, such consent not to be unreasonably
                           withheld or delayed), in which event the Indemnified
                           Party shall pay its attorneys' fees associated with
                           such participation.


                  26.5.5   In conducting the defence of the claim the
                           Indemnifying Party shall liaise with the Indemnified
                           Party and keep the Indemnified Party informed as to
                           the progress of the action and shall take into
                           account the requirements and requests of the
                           Indemnified Party and in particular shall not make
                           any public statement relating to the action without
                           the Indemnified Party's prior written consent and
                           shall not do anything which could potentially
                           adversely prejudice the reputation or goodwill of the
                           Indemnified Party or its Affiliates.


         26.6     SURVIVAL OF RIGHTS


                  All indemnities, and exclusions and limitations of liability
                  contained in this Clause 26 and elsewhere in this Agreement
                  shall remain binding on the parties hereto, notwithstanding
                  the expiry or termination of this Agreement.


27       INSURANCE


         Exult Supplier shall inform the Client immediately in the event that it
         becomes aware that insurance cover as required under Clause 22 of the
         Framework Agreement is not in place and in such event shall itself
         obtain the appropriate insurance to the extent that this relates to
         this Agreement.


28       RECOVERY OF DAMAGE AWARDS

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

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

                  28.2.1   Exult Supplier shall first seek to recover the Award
                           under any relevant



                                       43
<PAGE>   45

                           insurance policy maintained by Exult pursuant to
                           Clause 22 of the Framework Agreement (Insurance) and
                           pay the Award recovered to the Client;

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

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


                  28.2.4   Subject to the provisions of Clause 23 of the
                           Framework Agreement (Letter of Credit), if the Award
                           is not paid pursuant to Clauses 28.2.1, 28.2.2 or
                           28.2.3 within the expiry of the [***]* period in
                           Clause 28.2.2, then BPA shall have the right, but not
                           the obligation to make a demand under the Letter of
                           Credit.


                  28.2.5   Exult Supplier shall not be entitled to seek to
                           recover under any insurance policy maintained
                           pursuant to Clause 22 of the Framework Agreement
                           (Insurance) in order to satisfy any indemnity claim
                           or obligation or to seek to recover any Award made in
                           connection with indemnity provisions other than
                           claims, obligations or Awards made in connection with
                           Clauses 26.1.1 and 26.1.2.


         28.3     In respect of an Award or other indemnity claim or obligation
                  that the Client is liable to pay to Exult Supplier, the Client
                  shall not be entitled to seek to recover under any insurance
                  policy maintained pursuant to Clause 22 of the Framework
                  Agreement (Insurance) in order to satisfy any indemnity claim
                  or obligation or to recover any Award made in connection with
                  indemnity provisions other than claims, obligations or Awards
                  made in connection with Clauses 26.2.1 and 26.2.2.


29       DISPUTE RESOLUTION


         29.1     INFORMAL DISPUTE RESOLUTION

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

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

                  29.1.2   If the Regional Governance Panel is unable to resolve
                           the Dispute within [***]*

----------

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



                                       44
<PAGE>   46

                           after it is submitted to the Regional Governance
                           Panel, then the Dispute will be referred to the
                           Global Governance Panel. The Global Governance Panel
                           shall use its best efforts to resolve such Dispute.

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


                  29.1.4   If the BPA Vice President Group HR and the Exult
                           Chief Executive Officer have not been able to resolve
                           the Dispute within [***]* of the matter having been
                           referred to them (or such later date as they may
                           agree), the Dispute shall be referred to Expert
                           Decision or Arbitration (as the case may be) in
                           accordance with the provisions of this Agreement.


                  29.1.5   During the course of any discussions in accordance
                           with this Clause 29, all reasonable requests made by
                           one party to the other for information will be
                           honoured in order that the parties may be fully
                           advised of each other's position. Any Confidential
                           Information disclosed will be treated by the
                           recipient in accordance with Clause 20
                           (Confidentiality).


                  29.1.6   Unless the Agreement specifies otherwise, all
                           Disputes shall be referred to the informal Dispute
                           Resolution Procedure and thereafter to Arbitration
                           pursuant to Clause 29.3.


                  29.1.7   Only the informal Dispute Resolution Procedures set
                           out in Clause 29.1 can apply where the parties fail
                           to agree to carry out a new or Project or project or
                           to make a substantial or material change to the
                           Agreement or any Service or any provision specified
                           in the Agreement as being an agreement to agree.


         29.2     EXPERT DECISION


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


                           (i)      the Institute of Electrical and Electronic
                                    Engineers for any issue involving software,
                                    hardware, or systems;


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

----------

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



                                       45
<PAGE>   47

                           (iii)    the Society for Human Resource Professional
                                    for any issue involving human resources
                                    polices and practices that cannot be
                                    referred to an appropriate Expert under
                                    Clause 29.2.1(i) and (ii).


                  29.2.2   The parties agree:


                           (i)      to supply the Expert with the assistance,
                                    documents and information he/she requires
                                    for the purpose of his/her determination;


                           (ii)     that in all cases, the terms of appointment
                                    of the Expert shall include a requirement on
                                    the Expert to give his/her determination
                                    with 21 days or such other period as may be
                                    agreed, to hold professional indemnity
                                    insurance for both then and for 3 years
                                    following the date of his/her determination
                                    and to establish his/her own reasonable
                                    procedures to enable him to give his
                                    determination; and


                           (iii)    that in considering any issue relating to
                                    the KPIs the Expert shall take into account
                                    the performance levels of service achieved
                                    by the Client.


                  29.2.3   The Expert's Decision is final and binding on the
                           parties in the absence of negligence, manifest error
                           or bad faith. The Expert acts as an expert and not an
                           arbitrator and the Expert's Decision is not a
                           quasi-judicial procedure. Save as provided elsewhere
                           in this Agreement, each party shall bear its own
                           costs and the costs of the Expert shall be borne
                           equally between the parties.


         29.3     ARBITRATION


                  29.3.1   Subject to any other terms of this Agreement, if any
                           Dispute, which is designed as a Dispute to be
                           referred to Arbitration, arising in connection with
                           this Agreement cannot be resolved in accordance with
                           the provisions of Clause 29.1 it shall be referred to
                           arbitration at the written request of any party under
                           the Rules of the International Chamber of Commerce,
                           which rules are deemed to be incorporated by
                           reference into this Clause 29.3.


                  29.3.2   The parties agree that:


                           (i)      the number of arbitrators shall be three;


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


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


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


30       FORCE MAJEURE



                                       46
<PAGE>   48

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

         30.2     The party claiming to be prevented or delayed in the
                  performance of any of its obligations under this Agreement by
                  reason of Force Majeure shall use reasonable endeavours to
                  continue to perform its obligations under this Agreement
                  without being obliged to incur any significant additional cost
                  to bring the Force Majeure to a close or to find a solution by
                  which the Agreement may be performed despite the continuance
                  of the Force Majeure circumstances.


         30.3     If either party shall become aware of circumstances of Force
                  Majeure which give rise to or which are likely to give rise to
                  any such failure or delay on its part, it shall forthwith
                  notify the other by the most expeditious method then available
                  and shall inform the other of the period which it is estimated
                  that such failure or delay may continue. If Force Majeure
                  continues for seven days or longer the Global Governance Panel
                  shall be notified by the party affected by such Force Majeure
                  and requested to decide upon a course of action.


         30.4     It is agreed that any failure by a party to perform or any
                  delay by a party in performing its obligations under this
                  Agreement which results from any failure or delay in the
                  performance of its obligations by any person, firm or company
                  with which such party shall have entered into any contract,
                  supply arrangement or sub-contract or otherwise shall be
                  regarded as a failure or delay due to Force Majeure only in
                  the event that such person, firm or company shall itself be
                  prevented from or delayed in complying with its obligations
                  under such contract, supply arrangement or sub-contract or
                  otherwise as a result of circumstances which would be Force
                  Majeure for the purposes of this Agreement.


31       ASSIGNMENT


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


         31.2     The Client shall not be entitled to assign, novate or transfer
                  this Agreement or any part of it without Exult Supplier's
                  prior written consent save that the Client may assign, novate
                  or otherwise transfer this Agreement in whole or in part to a
                  BPA Affiliate, provided that if at any time following such
                  transfer, assignment or novation the relevant entity ceases to
                  be a BPA Affiliate the Client shall procure that such entity
                  shall re-transfer, re-assign or re-novate this Agreement, or
                  the relevant part of it, to the Client or another BPA
                  Affiliate at that time.


32       SUBCONTRACTING


         32.1     Exult Supplier may employ subcontractors which are Exult
                  Affiliates and may, subject to



                                       47
<PAGE>   49

                  the other provisions of this Clause 32, employ other
                  subcontractors in the provision of any part of the Services.
                  Subcontractors listed in Schedule M are approved for the
                  purposes of Clause 32.2.

         32.2     Exult Supplier shall not employ subcontractors without the BPA
                  Regional Commercial Contract Leader's prior written approval
                  (such approval not to be unreasonably withheld or delayed):

                  32.2.1   on any occasion where the value of a proposed
                           individual subcontract is in excess of [***]* or

                  32.2.2   where the subcontracted work relates to a Sensitive
                           Third Party Contract.

         32.3     Exult Supplier shall promptly notify the BPA Regional
                  Commercial Contract Leader if at any time the total value of
                  the subcontracted work in any twelve month period would be
                  [***]*

         32.4     Exult Supplier shall ensure that the Subcontractors are
                  appropriately skilled and qualified.

         32.5     Exult Supplier shall remain liable to the Client in respect of
                  any such Services provided by Subcontractors.

         32.6     Data protection and confidentiality provisions equivalent to
                  those contained in this Agreement shall be included in any
                  agreement with Subcontractors entered into by Exult Supplier
                  pursuant to this Clause 32, provided that in respect of
                  Subcontractors which are parties to Third Party Contracts
                  which are assigned or novated to Exult Supplier, Exult
                  Supplier shall use reasonable endeavours to comply with its
                  obligations under this Clause relating to such Subcontractors
                  and shall inform the Client where it has not been possible to
                  fulfil such obligation.

         32.7     For the purposes of this Clause 32, Subcontractors shall not
                  include contract staff whether hired on an individual basis or
                  through an agency where Exult Supplier exercises direction and
                  control over the work of such contract staff. The BPA Regional
                  Commercial Contract Leader's consent is not required in
                  relation to Exult Supplier hiring such contract staff.

         32.8     Exult Supplier's use in the ordinary course of business of
                  third party services or products that are not dedicated solely
                  to the provision of the Services and that are not material to
                  the performance of the Services and which do not result in a
                  material change in the way Exult Supplier conducts its
                  business will not be subject to the provisions of this Clause
                  32. If the Client expresses any concern to Exult Supplier
                  about any such third party services or products, Exult
                  Supplier shall discuss such concerns with the Client and work
                  in good faith to resolve the Client's concerns on a mutually
                  acceptable basis.

         32.9     It is understood that no approval given under this Clause 32
                  shall generate contractual relations between the Client or any
                  of its Affiliates and any Subcontractor except as expressly
                  contemplated by this Clause 32.

----------

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



                                       48
<PAGE>   50

33        PARTICIPATING AFFILIATES


         33.1     Exult Supplier acknowledges that the Client has concluded this
                  Agreement for the benefit of the Client and the Participating
                  Affiliates.


         33.2     At the request of the Client, Exult Supplier shall at the
                  Client's expense execute all deeds or other documents required
                  to enable any Loss incurred or sustained by any Participating
                  Affiliate recovered pursuant to Clause 25.10 (Limitations on
                  Participating Affiliates' Claims).


34       GENERAL TERMS


         34.1     PUBLICITY


                  34.1.1   Except with the prior written consent of the other
                           party each party shall not and shall procure that its
                           Affiliates shall not make any press or other public
                           announcements relating to this Agreement, the
                           Framework Agreement or any other Country Agreement,
                           or disclose any information relating to the
                           commercial or other terms of this Agreement, the
                           Framework Agreement or any other Country Agreement.


                  34.1.2   It is the intention of the parties that immediately
                           following the Commencement Date, they will jointly
                           develop and agree a press release relating to their
                           relationship under this Agreement and the Framework
                           Agreement.


         34.2     NOTICES


                  Wherever under this Agreement a party is required or permitted
                  to give notice to the other party, such notice shall be in
                  writing and shall be delivered personally, sent by fax, (as
                  appropriate) recognised express courier service or certified,
                  registered, or first class mail. Any such notice shall be
                  deemed given when actually received when so delivered
                  personally, by fax or express courier, or if mailed, on the
                  5th day after its mailing, postage prepaid to the recipient
                  party addressed as follows:


                  In the case of the Client:


                  Country Representative


                  200 East Randolph Drive
                  Chicago
                  IL 60601


                  BPA Regional Representative


                  200 East Randolph Drive
                  Chicago
                  IL 60601



                                       49
<PAGE>   51

                  In the case of Exult Supplier:


                  Exult Country Representative


                  4 Park Plaza
                  Suite 350
                  Irvine
                  California 92614


                  Fax:  (949) 250 8086


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



                                       50
<PAGE>   52

                  Legal Department


                  4 Park Plaza
                  Suite 350
                  Irvine
                  California 92614


                  Fax: (949) 250 8086


                  Any party may change its address for notices upon giving 10
                  days' prior notice of the change to the other parties in the
                  manner provided in this Clause 34.2.


34.3      LIMITATION ON RECRUITING


                  34.3.1   Subject as hereinafter provided in this Clause 34.3,
                           each of the Client or Exult Supplier shall not during
                           the term of this Agreement or within six months of
                           its termination or expiry employ and/or solicit
                           directly or indirectly any employees of the other
                           party who have been involved in providing the
                           Services or are otherwise connected with this
                           Agreement.


                  34.3.2   Clause 34.3.1 will not restrict the Client or Exult
                           Supplier from employing employees of the other party:


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


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


                           (iii)    as contemplated in Schedule J of this
                                    Agreement.


         34.4     WAIVER


                  34.4.1   Subject to Clause 34.12 (Legal Proceedings) no delay
                           or omission by either party to exercise any right or
                           power shall impair such right or power or be
                           construed as a waiver.


                  34.4.2   A waiver by either of the parties of any covenants to
                           be performed by the other party or of any breach
                           shall not be construed to be a waiver of any
                           succeeding breach or of any other covenant.


                  34.4.3   No waiver of any of the provisions of this Agreement
                           shall be effective unless it is expressly stated to
                           be a waiver and communicated to the other party in
                           writing in accordance with the provisions of Clause
                           34.2 (Notices).


         34.5     AMENDMENTS



                                       51
<PAGE>   53

                  The terms and conditions of this Agreement shall not be varied
                  or amended, except by a written instrument executed by or on
                  behalf of each of the parties in accordance with the Change
                  Control Management process.


         34.6     SEVERABILITY


                  If any provision of this Agreement is held to be invalid,
                  unenforceable or void, such decision shall not have the effect
                  of invalidating or voiding the remainder of this Agreement,
                  and the parties agree that they shall immediately commence in
                  good faith negotiations to seek to remedy such invalidity,
                  unenforceability or illegality.


         34.7     COSTS


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


         34.8     ENTIRE AGREEMENT


                  This Agreement shall constitute the entire agreement between
                  the parties with respect to the subject matter hereof and (to
                  the extent permissible by law) supersedes all prior
                  representations, writings, negotiations or understandings with
                  respect thereto provided that neither party is attempting to
                  exclude any liability for fraudulent statements including
                  pre-contractual misrepresentations on which the other party
                  can be shown to have relied.


         34.9     CONFLICT AND INCONSISTENCIES


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


                  34.9.2   In the event of any inconsistencies between the
                           English language version of this Agreement and any
                           contract administration documents prepared in
                           connection therewith and any translation of such
                           agreements or documents, the English language version
                           shall prevail. In the event of any inconsistencies
                           between any obligations of the parties set out in
                           this Agreement and the corresponding obligations in
                           any Framework Agreement, the corresponding
                           obligations in this Agreement shall prevail.


         34.10    SURVIVAL


                  The terms and conditions of this Agreement which are expressly
                  or by implication intended to survive its termination or
                  expiry shall so survive and continue to bind the parties.


         34.11    COUNTERPARTS



                                       52
<PAGE>   54

                  This Agreement may be executed in two or more counterparts or
                  by fax, each of which shall be deemed to be an original, but
                  all of which together shall constitute one agreement binding
                  on all parties, notwithstanding that all parties are not
                  signatories to the original or the same counterpart or fax
                  copy.


         34.12    LEGAL PROCEEDINGS


                  Any legal proceedings in relation to this Agreement must be
                  commenced by the relevant party within 2 years of the
                  termination or expiry of this Agreement.


         34.13    EQUITABLE REMEDIES


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


         34.14    INDEPENDENT CONTRACTOR


                  In providing Services to the Client under this Agreement,
                  Exult Supplier is acting only as an independent contractor.
                  Notwithstanding any provision of this Agreement to the
                  contrary, this Agreement establishes and shall only be
                  construed as establishing a contract between unrelated
                  business entities for the provision and purchase of certain
                  services and does not and shall not be deemed to create a
                  partnership, joint venture, agency (except as expressly
                  provided in this Agreement) or any other type of joint
                  relationship.


         34.15    RESPONSIBILITY FOR EMPLOYEES


                  Employees shall be employees of Exult Supplier or the relevant
                  Exult Participating Affiliates as appropriate and under no
                  circumstances other than as provided in Schedule J (Employee
                  Transfer Arrangements) are Employees to be considered
                  employees of the Client or any BPA Affiliate. Exult Supplier
                  or the relevant Exult Participating Affiliate shall have the
                  sole responsibility for supervision and control of the
                  Employees and for payment of their entire compensation,
                  including salary, Withholding Taxes and social security taxes,
                  workers compensation, employee and disability benefits and the
                  like and shall be responsible for all employer obligations
                  under all applicable laws.


         34.16    RESTRICTIVE TRADE PRACTICES


                  Notwithstanding any other provision of this Agreement, no
                  provision of this Agreement which is of such a nature as to
                  make this Agreement liable to registration under the
                  Restrictive Trade Practices Act 1976 shall take effect until
                  the day after that on which particulars thereof have been duly
                  furnished to the Director General of Fair Trading pursuant to
                  the said Act. For the purposes of this Clause 34.16, the
                  expression "this Agreement" shall include any agreement
                  forming part of the same arrangement.



                                       53
<PAGE>   55

         34.17    GOVERNING LAW


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



                                       54
<PAGE>   56

In witness whereof this Agreement has been executed the day and year first
written above.



SIGNED BY ..............................

for and on behalf of the Client

in the presence of:

 ..............................







SIGNED BY ..............................

for and on behalf of Exult Supplier

in the presence of:

 ..............................



                                       55
<PAGE>   57

                               INDEX TO SCHEDULES
                             TO US COUNTRY AGREEMENT


                               
Schedule A                         Scope of Services (indicative)
Schedule B                         Service Levels (indicative)
Schedule C                         Charges and Invoicing
Schedule D                         Third Party Contracts
Schedule E                         Assets
Schedule F                         Systems
Schedule G                         Part I Country Transition Plan
                                   Part II Validation Exercise
Schedule H                         Projects/Projects
Schedule I                         Part I Key Employees
                                   Part II BPA Key Employees
Schedule J                         Employee Transfer Arrangements
Schedule L                         Change Control Management
Schedule M                         Approved Exult Sub-contractors
Schedule O                         BPA Business Policies and Controls
Schedule P                         Global Governance Arrangements
Schedule Q                         Data Protection
Schedule R                         BPA Participating Affiliates
Schedule T                         Process Line Population


Schedule U                         Escrow Agreement
Schedule W                         Matters to be taken into account when
                                   considering changes to Agreements or any
                                   schedule to reflect any Special Services
                                   provided by Exult Supplier
Schedule Z                         Definitions




                                       56
<PAGE>   58

                                   SCHEDULE Z

                                   DEFINITIONS


1        DEFINITIONS


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


         "ADDITIONAL AMOUNT" has the meaning ascribed to it in Clause
         11.2.5(iii) (Withholding Taxes);


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


         "AFFECTED PROCESS" has the meaning ascribed to it in Clause 15
         (Suspension of a Process);


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


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


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


         "ARBITRATOR" or "ARBITRATION" has the meaning ascribed to it in Clause
         29.3 (Dispute Resolution);


         "AUDITOR" has the meaning ascribed to it in Clause 12.2 (Audit);


         "AWARD" means the amount awarded to a party by an Arbitrator pursuant
         to Clause 29.3 (Dispute Resolution);


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


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


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


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


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



                                       57
<PAGE>   59

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


         "BPA COUNTRY REPRESENTATIVE" means any individual appointed by BPA
         pursuant to the Agreement to be a Country Representative in respect of
         this Agreement;


         "BPA IT POLICY" means the document, describing the policies to be
         adopted by the Exult and the Exult Affiliates in relation to the use of
         Systems in connection with the provision of the Services, set out in
         Schedule O, Part 1 (BPA Policies and Controls);


         "BPA KEY EMPLOYEES" means the BPA personnel identified by name and
         position in Part II of Schedule I to this Agreement (Employees).


         "BPA REGIONAL REPRESENTATIVE" means an individual appointed by Client
         pursuant to the Framework Agreement;


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


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


         "CHANGE" means a change to this Agreement or the Framework Agreement
         agreed in accordance with the Change Control Management process;


         "CHANGE OF CONTROL" shall be deemed to have occurred in relation to any
         company ("THE COMPANY") if any Relevant Entity, together with any
         Relevant Entity Affiliates:


         (ii)     becomes interested (and, for the avoidance of doubt, was not
                  previously so interested), directly or indirectly, in more
                  than 50 per cent of the shares of the Company or of the voting
                  rights attached thereto, including through an initial public
                  offering of more than 50 per cent of the share capital of the
                  Company; or


         (iv)     acquires the right to appoint or remove a majority of the
                  board of directors of the Company


         references to a Relevant Entity being "interested" in shares shall mean
         interested in those shares for the purposes of Part VI of the Companies
         Act 1985.


         for the purposes of this definition only "RELEVANT ENTITY AFFILIATE"
         means, in relation to any Relevant Entity, any other which is in
         Control of, is Controlled by or is under common Control with such
         Relevant Entity, "CONTROL" of a person shall mean:


         (iii)    the right, whether direct or indirect, to vote 50 per cent or
                  more of the securities having the power to elect directors of
                  such person; or


         (v)      the power, whether direct or indirect, to direct the
                  management or policies of such person.



                                       58
<PAGE>   60

         "CHANGE CONTROL MANAGEMENT" means the procedure by which changes may be
         made to the Agreement pursuant to Clause 9 (Change Control Management
         Process) and as further set out in Schedule L (Change Control
         Management);


         "CHANGE REQUEST" means a request for a Change made in accordance with
         the Change Control Management process;


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


         "CLIENT ASSETS" means the goods and other assets which are owned or
         used by BPA, a BPA Affiliate or the Client solely to provide the
         services equivalent to the Services immediately before the Commencement
         Date, including, but not limited to, Client Systems and Third Party
         Systems and facilities whether or not the subject of Third Party
         Contracts and as identified in Schedule E (Assets), in each case which
         are required to be used by Exult Supplier to provide the Services;


         "CLIENT INFORMATION" means the information provided by the Client which
         comes into the possession of Exult Supplier or the Exult Affiliates or
         their subcontractors pursuant to this Agreement, or created under or
         arising out of data and records of the Client, BPA or BPA Affiliates
         pursuant to this Agreement;"CLIENT INTELLECTUAL PROPERTY" has the
         meaning ascribed to it in Clause 19.1 (Intellectual Property Rights);


         "CLIENT PREMISES" means any premises of Client Affiliates in the United
         States of America which the Client or Client Affiliates use to provide
         services equivalent to the Services immediately prior to the applicable
         Country Commencement Date;


         "CLIENT SERVICE CENTRE" means each of the remote service centres to be
         established by Exult Supplier;


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


         "COMMENCEMENT DATE" means the date of execution of this Agreement by
         both of the parties to this Agreement;


         "CONFIDENTIAL INFORMATION" means all information obtained from the
         other party which by its nature should be treated as confidential
         information or is marked as such which may come into its possession or
         into the possession of its employees, agents or subcontractors as a
         result of or in connection with this Agreement and any and all
         information which may be derived from such information;


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


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



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<PAGE>   61

         "CONTRACT TRANSFER PLAN" means the plan to be developed and agreed by
         the Exult Supplier and the Client relating to the Transfer of a Third
         Party Contract to Exult Supplier or the assumption by Exult Supplier of
         an administration role in relation to a Third Party Contract;


         "CONTROLS" means those business practices (including computer security
         provisions, procedures to protect Confidential Information and
         procedures to ensure compliance with obligations to third parties in
         connection with Exult Supplier's provision of the Services hereunder),
         controls, Client policies, quality standards and human resource,
         financial and accounting controls necessary for the provision and
         receipt of the Services in accordance with this Agreement including:


         (iv)     the Client Business Standards and Policy Document;


         (v)      the Client Policy on the Business Conduct and Code of Business
                  Ethics;


         (vi)     the Client Disaster Recovery Plan; and


         (vii)    the BPA IT Policy.


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


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


         "COUNTRIES" means the Countries in which Client requires Exult Supplier
         to procure the provision of services such as the Services pursuant to
         the Framework Agreement and "COUNTRY" means any one of them;


         "COUNTRY AGREEMENT" means an agreement, substantially in the form set
         out in Schedule N of the Framework Agreement, except as varied by or as
         necessary to accommodate the relevant applicable laws of each Country
         or as agreed by Client and Exult, to be entered into pursuant to the
         Framework Agreement by a Participating Affiliate and Exult
         Participating Affiliate in relation to the provision of Services to
         that Participating Affiliate and any other Client Affiliates and/or
         Affiliates specified therein;


         "COUNTRY REPRESENTATIVES" means the representatives appointed by each
         of the Client and Exult Supplier pursuant to, and having the
         responsibilities referred to in Clause 22 (Contract and Service
         Management) and "COUNTRY REPRESENTATIVE" means any one of them;


         "COUNTRY TRANSITION PLAN" means the plan for the assumption of the
         provision of the Service by the Exult Supplier set out in Schedule G
         (Transition Plan);


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


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



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<PAGE>   62

         "DEVELOPED SYSTEMS" has the meaning ascribed in Clause 19.8.1
         (Intellectual Property Rights);


         "DISPUTE" means any dispute, controversy or claim arising under this
         Agreement ;


         "DISPUTE RESOLUTION PROCEDURE" means the procedure which the parties
         agree should be used to resolve Disputes as set out in Clause 29
         (Dispute Resolution);


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


         "DUE DILIGENCE EXERCISE" means the exercise carried out in relation to
         each Country in accordance with Clause 4 (Due Diligence) of the
         Framework Agreement which includes the production of the Due Diligence
         Reports;


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


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


         "EMPLOYEE" means any employee of Exult Supplier employed from time to
         time wholly or mainly for the purposes of performing Exult Supplier's
         obligations under this Agreement;


         "EMU COMPLIANCE" means that all financial and accounting software,
         screen layouts and hardware, conform with the applicable conversion and
         rounding requirements set out in the European Council Regulation
         1103/97 and with the use of the euro as a dual and single currency but
         only to the extent necessary to meet the business requirements of
         Client and Participating Affiliates and where Exult Supplier has been
         given reasonable notice of such business requirements;


         "ESCROW AGREEMENT" means the agreement substantially in the form of
         that contained in Schedule U (Escrow Agreement);


         "EUROPE" means countries presently forming the European Union (Austria,
         Belgium, Denmark, Finland, Continental France (including Corsica),
         Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal,
         Spain, Sweden and the United Kingdom) together with those territories
         or countries presently known as Albania, Andorra, The Azores,
         Belorussia, Bosnia, Bulgaria, The Canary Islands, Ceuta, The Channel
         Islands, Croatia, Cyprus, The Czech Republic, Estonia, Gibraltar,
         Hungary, Iceland, Isle of Man, Latvia, Liechtenstein, Lithuania,
         Macedonia, Maderia, Malta, Melilla, Moldavia, Monaco, Norway, Poland,
         Romania, the Russian Federation to the west of the Urals, San Marino,
         The Slovak Republic, Slovenia, Switzerland, Turkey, Ukraine, Vatican
         City and The Yugoslav Republic including such other countries as may be
         notified to Exult Supplier in writing from time to time;


         "EXISTING IT DOMAIN" means the IT infrastructure and systems
         architecture existing at the Commencement Date;


         "EXPERT'S DECISION" means the decision of the Expert pursuant to the
         procedure described in



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<PAGE>   63

         Clause 29.2 (Dispute Resolution);


         "EXPERT" has the meaning ascribed to it in Clause 29.2 (Dispute
         Resolution);


         "EXPIRY DATE" means the end of the Initial Period unless and until no
         notice to terminate is given within the time limit specified in Clause
         14.4 (Termination on Notice after the Initial Period) at which time the
         Expiry Date shall mean the Framework Expiry Date;


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


         "EXULT AFFILIATE" means any company which is for the time being
         directly or indirectly controlled by Exult Supplier and for this
         purpose:


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


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


         "EXULT ASSETS" means the goods and other assets which are owned by
         Exult Supplier, Exult or an Exult Affiliate and acquired and used
         solely to provide the Services immediately before the termination or
         expiry of this Agreement, including Systems owned by Exult Supplier but
         excluding any assets licensed or leased to Exult Supplier, Exult or
         Exult Affiliate by way of a Third Party Contract;


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


         "EXULT REGIONAL REPRESENTATIVES" means the individuals appointed by
         Exult Supplier pursuant to, the Framework Agreement;


         "EXULT SUPPLIER DISASTER RECOVERY PLAN" means the plan to be agreed
         between the parties which sets out the procedures to be adopted by
         Exult Supplier and the Exult Participating Affiliates in the event that
         any Systems used in the provision of the Services, or any data relating
         to the Services, is damaged or becomes unavailable for any reason;


         "EXULT SUPPLIER INTELLECTUAL PROPERTY" has the meaning ascribed to it
         in Clause 19.2 (Intellectual Property Rights);


         "EXULT SYSTEMS" means Systems used in the provision of the Services in
         which Exult or Exult Supplier owns the Intellectual Property or has
         been granted a licence to use the Intellectual Property, excluding
         Future Systems and Client Systems;


         "EXULT THIRD PARTY" means a third party other than Exult, an Exult
         Affiliate and its and their



                                       62
<PAGE>   64

         respective agents, subcontractors, officers, directors and employees;


         "EXULT THIRD PARTY CONTRACT" means any contracts, including
         subcontracts and licences, but excluding contracts relating to
         employment, entered into by, assigned to or novated to Exult, Exult
         Supplier or an Exult Supplier Participating Affiliate the benefit of
         which relates to, or which are used in whole or in part for, providing
         the Services;


         "FAILED READINESS TEST" means a failure to complete all material
         elements of a Readiness Test.


         "FORCE MAJEURE" means any cause affecting the performance of the
         obligations under this Agreement by a party arising from acts, events,
         omissions, happenings or non-happenings beyond its reasonable control
         including (but without limiting the generality thereof) governmental
         regulations arising after the Commencement Date, civil and/or political
         unrest, fire, flood, or any disaster or an industrial dispute (other
         than those relating to Exult's employees) but shall not include lack of
         funds or events caused by the party seeking to rely on the Force
         Majeure event or by any third party employed or engaged by the party
         seeking to rely on the Force Majeure event (except where and to the
         extent that such third party is also affected by a Force Majeure event)
         and provided that in determining what is in the reasonable control of
         Exult Supplier, full account shall be taken of the existence of the
         Exult Supplier Disaster Recovery Plan;


         "FULL SERVICE DATE" means 00.01 a.m. on the date (which is the end of
         the Transition Period) on which Exult Supplier is required to provide
         all of the Services to the Client pursuant to the Country Transition
         Plan.


         "FUTURE SYSTEMS" means Systems created by Exult Supplier or its
         Affiliates, or which Exult Supplier or its Affiliates procure to be
         created, in fulfilling obligations under this Agreement, during the
         term of this Agreement and provided to the Client or used in the
         provision of the Services;


         "FRAMEWORK COMMENCEMENT DATE" means the date defined as Commencement
         Date in the Framework Agreement;


         "FRAMEWORK EXPIRY DATE" means the date 7 years from the *Framework
         Commencement Date or in the event the Framework Agreement is extended
         by agreement between the parties, the date which is then stated as
         being the Expiry Date of the Framework Agreement;


         "GENERAL WINDING UP PLAN" means the plan for co-ordinating the orderly
         assumption of the provisions of the Services by the Successor Operator
         to be produced pursuant to the Framework Agreement;


         "GLOBAL GOVERNANCE PANEL" means the body to be established in
         accordance with the Framework Agreement;


         "GOOD INDUSTRY PRACTICE" means in relation to any undertaking and any
         circumstances, the exercise of the degree of skill, care, prudence and
         foresight which would be expected from a reasonably skilled and
         experienced person engaged in the same type of undertaking under the
         same or similar circumstances;



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<PAGE>   65

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


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


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


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


         "INDEMNIFIED PARTY" has the meaning ascribed to it in Clause 26.5.1
         (Defence of Claims);


         "INDEMNIFYING PARTY" has the meaning ascribed to it in Clause 26.5.1
         (Defence of Claims);


         "INDEPENDENT BUSINESS" means any business unit within a Country
         designated by Client executive committee from time to time to operate
         at arm's length because (i) it is pending decision regarding a possible
         disposal of the business unit; or (ii) the business unit operates under
         conditions materially distinct from those applying to the Services as
         evidenced by non participation in all or some of the other Client main
         stream support services in that Country;


         "IN-SITU PROCESS TAKE ON DATE" means 00:01AM on the day on which Exult
         Supplier assumes responsibility for a Process in-situ;


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


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


         "INITIAL PERIOD" means the period of 5 years from the Commencement
         Date;


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


         "INTELLECTUAL PROPERTY" means patents, trade marks, service marks,
         copyrights, topography rights, rights to extract information from
         databases, design rights, trade secrets and rights of confidence and
         all rights or forms of protection of a similar nature or having
         equivalent or similar effect to any of them which may subsist anywhere
         in the world, whether or not any of them are registered and including
         applications for registration of any of them;


         "INTERNAL CONTROLS" means such controls as would be reasonably required
         in accordance to Good Industry Practice;


         "KEY EMPLOYEES" means those Employees to be identified pursuant to
         Section 2, Schedule I (Employees) to this Agreement;


         "KEY INCIDENT" means an incident (whether or not a KPI failure) which
         would have an impact either real or perceived on the operational
         performance, finances or reputation of Client or the Client Affiliates
         or Exult's or the Exult Affiliates' performance, finances or
         reputation;



                                       64
<PAGE>   66

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


         "KPI FAILURE" means any failure by the Exult Supplier to achieve a KPI;


         "KPI FAILURE PERIOD" means the period of time during which there has
         been a KPI Failure;


         "KPIs" means the key performance indicators set out in the Service
         Levels in Schedule B (Service Levels) and "KPI" means any one of them;


         "% OF KPI POOL" has the meaning ascribed to it in Schedule C (Charges
         and Invoicing);


         "KPI PER EVENT CREDIT" has the meaning ascribed to it in Schedule C
         (Charges and Invoicing);


         "LEVERAGED OPERATIONS" means the result of Exult Supplier's
         transformation of the Services to Exult Supplier's Service Delivery
         Model intended to improve the quality of HR services provided to the
         Client and achieve the Guaranteed Minimum Savings.


         "LEVERAGED PROCESS TAKE ON DATE" means 00:01AM local time on the day on
         which Exult Supplier assumes responsibility for a Process in Leveraged
         Operations;


         "LOSSES" means all losses, liabilities, costs (including reasonable
         legal costs), charges, expenses, actions, procedures, claims, demands
         and damages (including the amount of damages awarded by an arbitrator
         pursuant to Clause 29.3) (Dispute Resolution);


         "MATERIALS" means all materials, including without limitation, magnetic
         tapes, documents, designs, drawings, manuals, specifications,
         flowcharts, and all stationery and other consumables as are, at the
         applicable Country Commencement Date, in use by Client, the Client or
         their Affiliates for the provision of the services equivalent to the
         Services to the Client;


         "NON-TRANSFERRABLE THIRD PARTY CONTRACT" means a Third Party Contract
         other than a Transferable Third Party Contract;


         "NORTH AMERICA" means United States of America, Canada, and Trinidad
         and Tobago;


         "OPERATIONAL CHANGE" means a change to any Process which affects the
         procedures, scheduled operations activities, output and/or functioning
         of the Service Delivery Model, but which is not determined to be a
         Project, and does not require an adjustment to the Agreement;


         "PARTICIPATING AFFILIATES" means the Client Affiliates, in addition to
         the Client, which will receive the Services from the Exult Supplier
         Participating Affiliates under this Agreement and "Participating
         Affiliate" mean any one of them;


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


         "PROCESS" means one of the 17 processes identified in Section II of
         Schedule A (Scope of Services);



                                       65
<PAGE>   67

          "PROCESS TAKE ON DATE" means 00.01am local time on the day on which
         Exult Supplier assume responsibility for the delivery of the applicable
         Process pursuant to the Country Transition Plan.


         "PROJECT" means a discrete piece of work which is not a Service, is not
         included in the Baseline, is limited in duration, has specific
         deliverables, has identifiable start and end dates, is agreed through
         the Change Control Management process, and is subject to an Process
         Charge as defined in Schedule C;


         "PROPOSED CHANGE" means a change requested through a Change Request,
         pending approval;


         "QUALITY CONTROL DOCUMENT" means the summary document to be prepared by
         Exult Supplier in accordance with Clause 3.2.8 (Controls) which sets
         out the basis on which Exult Supplier will apply the Controls to the
         provision of the Services;


         "READINESS TEST" means the test agreed between the parties to establish
         the readiness of both the Client and Exult Supplier to transition a
         Process to Exult Supplier as described in Sections 7 and 8 of Schedule
         G (Transition Plan).


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


         "REGION" shall mean each of North America, Europe and the Rest of the
         World;


         "REGIONAL REPRESENTATIVES" means the BPA Regional Representative and
         the Exult Regional Representative;]


         "RELEVANT ENTITY" means a person who in the reasonable opinion of
         Client either:


         (x)      is a competitor of the Client, Client or a Participating
                  Affiliate primarily engaged in the business of distribution
                  and production of oil and petrochemicals;


         (xi)     whose (i) financial substance and (ii) credit rating are
                  weaker in any material respect than those of the Company; or


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


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


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


         "REST OF THE WORLD" means countries in which Client or the Client
         Affiliates have operations other than Europe and North America;


         "RETURN ON COSTS" or "R.O.C." has the meaning ascribed to it in
         Schedule C (Charges and Invoicing);



                                       66
<PAGE>   68

         "SALES TAXES" means any federal, national, state, local, sales, use,
         excise, utility, gross receipts, value added taxes, other similar
         tax-related charges and surcharges levied by any authorised tax
         authority, agency or government department;


         "SENSITIVE SERVICES" means those services in the nature of the Services
         which are considered by the Client, Client or Client Affiliates to be
         of a sensitive nature in that they represent a significant risk to the
         reputation or ongoing business of the Client, Client or Client
         Affiliates or if the nature of the services are such that they could,
         in the Client's, Client's or Client Affiliate's view, potentially
         expose the Client, Client or Client Affiliate to particular legal
         liability, including those relating to administration benefit plans
         subject to the US Employee Retirement Income Security Act 1974 as
         amended and are retained and provided internally by the Client, Client
         or any Client Affiliates;


         "SENSITIVE THIRD PARTY CONTRACTS" means those Third Party Contracts and
         Exult Supplier Third Party Contracts which are considered by the Client
         to be of a sensitive nature in that they represent a significant risk
         to the reputation or ongoing business of the Client, Client or the
         Participating Affiliates, or if the nature of the services provided
         under the contracts are such that they could, in the Client's view,
         potentially expose the Client, Client or the Participating Affiliate to
         particular liability;


         "SERVICE CREDIT" means an amount payable by Exult Supplier to the
         Client in respect of a KPI Failure;;


         "SERVICE DELIVERY DESCRIPTION" means the documentation to be prepared
         by Exult Supplier and/or Exult Supplier in accordance with Clause 16.5
         (Winding Up Assistance);


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


         "SERVICE LEVEL" means the level to which the Services are to be
         provided to the Client as set out in Schedule B (Service Levels);


         "SERVICE PERFORMANCE REPORTS" means the reports to be produced by the
         Exult Supplier Country Representative in accordance with Clause 22.3
         (Service Performance Reports);


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


         "SERVICES" means the human resource management and related services
         processes described in Schedule A (Scope of Services) as may be amended
         from time to time in accordance with the Change Control Management
         process.;


         "SPECIAL SERVICES" means any services provided by Exult Supplier
         relating to Benefit Plans (as defined in Schedule W) that are subject
         to the Employment Retirement Income Security Act 1974, including
         services comprising or in connection with Sensitive Services or
         Sensitive Third Party Contracts;


         "STANDARD RATES" means the rate to be charged by Exult Supplier to the
         Client for the provision



                                       67
<PAGE>   69

         of Projects as determined in accordance with Schedule C (Charges and
         Invoicing);


         "SUBCONTRACTOR" means any subcontractor of Exult Supplier engaged from
         time to time in accordance with Clause 32 (Subcontracting) for the
         purposes of performing any part of Exult Supplier's obligations under
         this Agreement;


         "SUCCESSOR OPERATOR" means the entity (which may include Client or any
         Client Affiliates) succeeding Exult Supplier in the provision or
         operation of all or any of the Services;


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


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


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


         "THIRD PARTY CONTRACTS" means any contracts, including licences, but
         excluding contracts relating to employment, entered into by Client, or
         any Client Affiliates the benefit of which relates to, or which are
         used in whole or in part for providing services equivalent to the
         Services immediately prior to the Commencement Date as identified in
         Schedule D (Third Party Contracts);


         "THIRD PARTY HR CONTRACT" means a Third Party Contract pursuant to
         which a third party provides the Client with services equivalent to the
         Services;


         "THIRD PARTY SYSTEMS" means any Systems in which the Intellectual
         Property is owned by a third party which Client, or any Client
         Affiliate has been granted a licence to use and which are required to
         be used by Exult Supplier to provide the Services as identified in
         Schedule F (Systems);


         "TOTAL LABOUR RELATED COSTS" has the meaning ascribed to it in Schedule
         C (Charges and Invoicing);


         "TRANSFER" and "TRANSFERRED" in respect to a Third Party Contract or
         Sensitive Third Party Contract refers to the transfer of such contract
         by assignment or novation as well as to, upon termination or expiry of
         such Third Party Contract, the taking over by Exult Supplier of the
         services provided thereunder as Services under the relevant Country
         Agreement;


         "TRANSFER/TRANSFORMATION COSTS" has the meaning ascribed to it in
         Schedule C (Charges and Invoicing);



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<PAGE>   70

         "TRANSFERABLE THIRD PARTY CONTRACTS" means Third Party Contracts which
         are identified during the Due Diligence Exercise or the Validation
         Exercise or thereafter as being capable of being either terminated or
         assigned to Exult Supplier at short notice and without incurring any
         penalty; "VALIDATION EXERCISE" means the exercise to be carried out in
         accordance with Part 2 of Schedule G (Transition Plan);


         "TRANSITION PERIOD" means the period between the Commencement Date and
         the Full Service Date;


         "TRANSITION SCHEDULE" means the time line for the transition of all
         Processes for a Country to Exult Supplier (in-situ and/or Leveraged
         Operations) as defined in Section 9 of Schedule G (Transition Plan).


         "TRIGGER EVENT" means an event which will enable Client to obtain
         delivery of the relevant source code materials under the terms of the
         Escrow Agreement;


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


         "VALIDATION EXERCISE" means the exercise for each applicable Country
         consisting of the validation of the Baseline, volumetrics, resource
         requirements, costs, Services, Third Party Contracts and Service
         Levels, conducted within 60 days following the Country Commencement
         Date;


         "WINDING UP ASSISTANCE" means the assistance to be given by Exult
         Supplier to the Client as contained in a Winding Up Plan;


         "WINDING UP ASSISTANCE COSTS" has the meaning ascribed to it in
         Schedule C (Charges and Invoicing);


         "WINDING UP PLAN" means the winding up plan to be developed in
         accordance with the provisions of Clause 16 (Winding Up Assistance) to
         provide for the orderly transitioning of the Services to the Successor
         Operator on termination or expiry of the Agreement; and


         "WITHHOLDING TAXES" means any Taxes required to be withheld or deducted
         by the competent legal or fiscal authorities in the Country of the tax
         residence of the Client or any sum payable by the Client to Exult
         Supplier for the Charges under this Agreement.


         "WORK PRODUCT" means any works, including documents or reports whether
         or not in electronic form produced for delivery to the Client as part
         of the Services and/or fulfilling the obligations of Exult Supplier
         under this Agreement including the Service Delivery Description but
         excluding Future Systems and the Exult Supplier Systems.


         "YEAR 2000 COMPLIANT" means that all software, systems and hardware
         comply with the British Standards Institute requirements set out in
         DISC PD 2000-1 "A Definition of Year 2000 Conformity Requirements".



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                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE A

                                SCOPE OF SERVICES



<PAGE>   72

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                                TABLE OF CONTENTS



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

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

        A      Training...................................................   1

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

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

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

        E      Expatriate Relocation and Administration...................   3

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

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

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

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

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

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

        L      Payroll....................................................   5

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

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

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

        P      Performance Management.....................................   6

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

        R      HR Information Technology ("HRIT").........................   6




                                       i
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                                   SCHEDULE A


                                SCOPE OF SERVICES


1       INTRODUCTION


        This Section describes certain duties, obligations and responsibilities
        of Exult and of BPA in performing the Services.


        Except where specifically set out in the applicable Country Transition
        Plan, from the Commencement Date, Exult shall provide each process
        included in the Services [***]*


        For the purposes of this Schedule, Exult shall mean Exult Supplier where
        appropriate; BPA shall mean the Client where appropriate.


2       EXULT SERVICES


        Exult and BPA will perform the services as defined in this Schedule A.
        For responsibilities where there is no quantification of the service to
        be provided, Exult and BPA will provide the function [***]* Schedule T
        identifies the BPA population, by Process, that shall receive the
        Services identified in this Schedule.


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



<CAPTION>
                                     Table Legend
                                 
                           X         Performs Responsibility
                           A                Approves



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


        For the avoidance of doubt, adjustments of responsibilities in relation
        to Section G, Benefits is anticipated in order to effectively manage
        legal risk and ensure operational effectiveness of the Services.


        A      TRAINING


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

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

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



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               materials includes traditional classroom, self-study,
               computer-aided training and third party training delivery
               mechanisms.


               BPA shall develop training strategies and policies, develop and
               deliver training programs based on needs analyses and assess the
               cost/benefit of training programs. Exult shall administer course
               schedules, registration, confirmations and training materials.
               Exult shall also administer attendee evaluations of training
               programs and tuition reimbursement.


                                     [***]*


        B      ORGANISATION DEVELOPMENT


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


               BPA shall define its organisational strategy and organisation
               changes. Exult's role is limited to providing data, support,
               analysis and projections about the integration or effect of a
               given divestiture, acquisition or major organisational change.


                                     [***]*


        C      HR STRATEGY


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


               BPA shall define HR strategy for BPA. Exult shall provide
               guidance and support to BPA in completing this task.


                                     [***]*


        D      LABOUR RELATIONS


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


               BPA shall provide the direct interface to any of its works
               councils, trade unions, collective bargaining units, employee
               forums and to all BPA employees. Exult shall provide support and
               data to BPA to facilitate this interface.


                                     [***]*


        E      EXPATRIATE RELOCATION AND ADMINISTRATION


               Expatriate relocation and administration establishes expatriate
               policies, manages the

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



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


               BPA shall define all policies relating to expatriate relocation
               and administration strategy and policy as well as handle any
               second and final level of problem, exception and issues
               resolution. Exult shall provide administration and implementation
               of BPA's strategy and policy, as well as handle first level of
               problem, exceptions and issues resolution.


                                     [***]*


        F      HR INFORMATION SERVICES  ("HRIS") (EMPLOYEE RECORDS)


               HR information services (employee records) responsibilities
               include all activities necessary to capture, track, modify and
               report employee related electronic and physical data. HRIS data
               includes data on active employees, inactive employees such as
               terminated, term vested, deceased, and annuitants, and
               appropriate non-employee populations.


               BPA shall interpret HRIS policies and legal data requirements,
               define data protection and registration requirements, and
               maintain physical employee records in accordance with legal
               requirements. Exult shall provide HR data maintenance and
               reporting functions, administer employee HRIS data, manage HR
               data integrity, and maintain physical employee records received
               at the Client Service Centres. Exult shall also provide customer
               service for HR inquiries and problem reporting.

                                     [***]*


        G      BENEFITS


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


               BPA shall define its benefits strategy and policy. Exult shall be
               responsible for the execution and delivery of BPA benefits
               policies and strategy. in conjunction with approved third party
               providers, where appropriate. For the avoidance of doubt, BPA
               shall have the sole responsibility to establish the business
               requirements for vendors that have any fiduciary responsibility
               to BPA employees. Exult shall administer/monitor the vendor for
               conformity to the services contracted.


                                     [***]*


        H      COMPENSATION


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


               BPA shall define compensation strategies, policies and programs.
               Exult shall provide

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

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



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

               compensation and program administration.


                                     [***]*


        I      EMPLOYEE RELATIONS


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


               BPA shall develop overall policies affecting employees and their
               work environment. Exult shall provide data and support on BPA's
               business and work environment.


                                     [***]*


        J      COMPLIANCE


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


               BPA is responsible for overall compliance with laws, regulations
               and company policies. Exult shall provide data to support BPA's
               compliance activities. Exult shall facilitate training and
               distribute communications concerning policy and legal compliance
               to employees.


                                     [***]*


        K      VENDOR ADMINISTRATION


               Vendor administration is the process by which third party
               providers of HR or other related services to BPA (except for
               providers who have fiduciary responsibilities to BPA employees)
               are administered by Exult to ensure acceptable quality and price.
               Vendor selection, performance monitoring, service negotiation and
               vendor certification are all critical efforts. The administration
               of third party costs and allocation of these costs to the
               appropriate business entities are also included here.


               BPA shall develop its third party strategy guidelines. Exult
               shall perform the responsibilities as indicated in the table
               below for Exult's third party suppliers or for third party
               suppliers managed by Exult on behalf of BPA. As part of its
               responsibilities Exult shall support BPA in performing vendor
               assessments, renegotiating vendor contracts, streamlining,
               consolidating and eliminating vendors and assisting BPA in
               developing its overall vendor strategy. For the avoidance of
               doubt, banking relationships do not fall under vendor
               administration.


                                     [***]*


        L      PAYROLL


               Payroll processes include the collection of time and attendance
               data, management of employee earning and deductions, calculation
               of gross and net pay, and processing employee payments.
               Additionally, the payroll function will compute and file payroll
               related

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

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



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

               taxes, manage mandated deductions and perform the accounting
               transactions necessary to accumulate labour expenses at the
               detailed level including all general ledger interfaces.


               BPA shall define pay delivery policies and standards. Exult shall
               administer the payroll process including payroll transaction
               processing, employee payment and statutory reporting.


                                     [***]*


        M      EMPLOYEE DEVELOPMENT


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


               BPA shall define employee development policy and strategy and
               shall interface directly with employees on their individual
               development plans. Exult shall support BPA in the design and
               delivery of employee development programs, identify best
               practices, and track, monitor and administer these programs.


                                     [***]*


        N      RESOURCING/RECRUITING


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


               BPA shall develop resourcing/recruiting related policies, conduct
               workforce planning, refine employee selection criteria, and
               assess and select candidates. Exult shall track open
               requisitions, manage candidate pools, develop candidate lists and
               maintain and administer job posting systems.


                                     [***]*


        O      SEVERANCE


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


               BPA shall establish the need for severance programs, select
               targeted employees and perform severance logistics planning and
               execution. Exult shall administer severance activities,
               outplacement activities and severance follow-ups.


                                     [***]*


        P      PERFORMANCE MANAGEMENT


               Performance management sets performance goal structures for BPA
               and develops the

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



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

               tools needed to assess employee/group performance against these
               goals. Management of the performance review process and reporting
               on the process outcomes are also responsibilities.


               BPA shall develop overall employee performance guidelines and
               policies. BPA shall also determine individual employee
               performance expectations and manage the performance contract
               process. Exult shall provide data and reporting on the scheduling
               and tracking of performance reviews and external trend analysis
               on performance management.


                                     [***]*


        Q      DOMESTIC RELOCATION ADMINISTRATION


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


               BPA shall determine and monitor the effectiveness of BPA's
               domestic relocation policy. Exult shall provide administration
               and implementation of BPA's domestic relocation policy including
               administration of third party providers performing the services.


                                     [***]*


        R      HR INFORMATION TECHNOLOGY ("HRIT")


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


               Exult 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
               (including the link between the Exult IT Domain and the BPA IT
               Domain), operated and maintained by Exult and/or operated and
               maintained by third parties under Third Party Contracts
               administered by Exult.


               HRIT responsibilities include technical infrastructure management
               associated with the systems that process employee data. Also
               included are system design, access/reporting tool development and
               HRIT strategy development.


               BPA shall develop and communicate business/functional HRIT
               requirements, provide timely acceptance testing of application
               changes, and define HR disaster recovery requirements and HR
               security requirements. BPA shall also implement, manage, operate
               and provide disaster recovery for the non-HRIS technical
               infrastructure. Exult shall develop, implement and maintain HRIS
               applications software, manage the Client Service Centre technical
               infrastructure and develop/execute the disaster recovery plan for
               the Exult IT Domain.


                                     [***]*

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



                                       6
<PAGE>   79

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE B


                                 SERVICE LEVELS




<PAGE>   80

                                TABLE OF CONTENTS




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

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

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

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





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<PAGE>   81

                                   SCHEDULE B

                                 SERVICE LEVELS



1       INTRODUCTION


        This Schedule defines the principles and parameters governing the
        Service Levels which shall be measured. This Schedule also describes how
        these Service Levels shall be established.


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

        1.1     Key Performance Indicators ("KPIs"):

                (i)     KPI Surveys - these measure the satisfaction of BPA
                        employees and management with the Services that are
                        provided by Exult ;

                (ii)    KPI Service Levels - Service Levels that must be met to
                        avoid a significant financial or Service impact to BPA;

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


                Each Country Transition Plan shall define the process by which
                the Services shall be transitioned from the BPA Service Delivery
                Model to the Exult Service Delivery Model. The impact of the
                transition to the Leveraged Operations shall be assessed and any
                changes to Service Levels, including KPIs, shall be agreed in
                accordance with Schedule L, Change Management.


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

2       PRINCIPLES GOVERNING SERVICE LEVELS


        Principles governing Service Levels are documented in the Framework
        Agreement, Schedule B, Service Levels.

3       PROCESS


        Following the Commencement Date of each Country Agreement and before the
        Process Take On Date, the parties shall determine and agree the Service
        Levels that shall be included in Schedule B, Service Levels, of the
        Country Agreement. In addition, the appropriate measurement tools and
        reporting process for each Service Level shall be identified.


        The timeframe to determine the Service Levels, the measurement tools and
        the reporting process shall be documented in the applicable Country
        Transition Plan.

        3.1     KPI Surveys

                3.1.1   An agreed upon Service Level metric shall be determined
                        and implemented in accordance with the Country
                        Transition Plan.


                3.1.2   Surveys shall then be conducted and measured against the
                        KPI Survey metric and reported in accordance with the
                        Service Performance Report obligation under the Country
                        Agreement.




                                       1
<PAGE>   82

                3.1.2   KPI Surveys Service Level Table


                                     [***]*

        3.2     KPI Service Levels

                3.2.1   With respect to the KPI Service Levels for Payroll and
                        HRIT, as identified in each applicable Country
                        Agreement, the parties shall agree on the applicable KPI
                        Service Level metric prior to the Process Take On Date.
                        Exult shall report on its performance of the Services in
                        accordance with such KPI Service Level thereafter.

                3.2.2   With respect to the remaining KPI Service Levels, the
                        parties shall agree on the applicable provisional KPI
                        Service Level metric prior to the Process Take On Date.
                        Exult shall measure and report its performance of the
                        Services in accordance with such provisional KPI Service
                        Levels for an agreed period of time, [***]* in order to
                        determine the appropriate KPI Service Level metric.
                        After such period, the parties shall agree on the
                        applicable KPI ---- Service Level metric and Exult shall
                        report on its performance of the services in accordance
                        with such Service Level thereafter.

                3.2.3   KPI Service Level Table


                        KPI Process Weighting for KPI Service Levels shall be
                        determined by the Client and identified within the
                        Country Agreement. [***]* Each KPI Service Level shall
                        be assigned a value of [***]*

3.3     [***]*


        To the extent that a KPI Service Level is not achieved due to any
        non-performance of or any other defect in any systems, hardware or other
        technical infrastructure, other than those systems, hardware or other
        technical infrastructure supplied or controlled by Exult under this
        Agreement, Exult Supplier shall have no liability for such failure to
        achieve the KPI Service Levels.

3.4     Reporting Service Levels


        The following table of RSLs is illustrative of those that will be
        adopted in each Country. The intention is to adopt a limited number of
        meaningful RSLs to reflect key aspects of each Process. The parties
        recognise that the illustrative RSLs set out below will need to be
        amended by agreement before the Process Take On Date for each Process to
        reflect the greater understanding of each Process that will be developed
        during the Validation Exercise (and on an ongoing basis through the life
        of the Agreement as the Service Delivery Model is enhanced).


        The parties agree that the RSLs should wherever practicable and
        appropriate be based on (i) information that is currently reported on at
        the Process Take On Date; or (ii) information which can b generated from
        the normal operation of the Service Delivery Model and Systems without
        the need for extra development or modification to the Systems or Service
        Delivery Model. Any proposals for additional RSLs beyond the numerical
        limits set out above or for RSLs which do not fit into the category set
        out in the


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

                                       2
<PAGE>   83



        paragraph below shall be subject to Change Control Management and the
        Parties recognise that an appropriate equitable adjustment may be
        necessary to implement such RSLs. As noted in Section 3.4 below, the
        parties shall review Service Level metrics and shall determine and
        agree, through the Change Control Management process, revised Service
        Level metrics to reflect the benefits of Leveraged Operations. Agreed
        changes to RSLs resulting from this review will be implemented at Exult
        Supplier's expense.


        The number of RSLs shall me limited to [***]* for each Country and
        wherever practicable and appropriate RSLs shall be standardised for like
        Processes in each Country. Although it is recognised that because
        requirements will vary between Countries and that there will sometimes
        be a need for different RSLs to be applied on a Country by Country
        basis, the intention is that the total number of active RSLs shall be no
        greater that 50 on a global basis at any one time.

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







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

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Exchange Commission.

                                       3
<PAGE>   84


                3.4.2   Reporting Service Levels Table (Illustrative)


                                     [***]*

        3.5     ANNUAL SERVICE LEVELS REVIEW

                3.5.1   [***]* Processes being transformed to Leveraged
                        Operations, the Regional Governance Panel shall review
                        Service Level metrics and shall determine and agree,
                        through the Change Control Management process, revised
                        Service Level metrics to reflect the benefits of
                        Leveraged Operations.

                3.5.2   These Service Levels shall be reviewed and revised,
                        through the Change Control Management process on an
                        annual basis thereafter.

4       SERVICE CREDITS

        4.1     KPI Surveys and KPI Service Levels shall be subject to Service
                Credits as set out in Schedule C.

        4.2     Provisional KPI Service Levels and RSLs shall not be subject to
                Service Credits.

        4.3     A failure by the Exult Participating Affiliate to meet a KPI set
                forth in the applicable Country Agreement shall entitle the BPA
                Participating Affiliate to at its option (1) recover a service
                credit as set forth in Schedule C and/or (2) seek any other
                remedy set forth in the applicable Country Agreement.




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

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

                                       4

<PAGE>   85

                        UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE C


                              CHARGES AND INVOICING




<PAGE>   86

                                TABLE OF CONTENTS


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

2       DEFINITIONS..........................................................................2

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

4       CHARGING METHODOLOGY PRIOR TO THE GUARANTEED MINIMUM SAVINGS DATE....................9

5       CHARGING METHODOLOGY FOLLOWING THE GUARANTEED MINIMUM SAVINGS.......................10

6       TRANSITION/TRANSFORMATION COSTS.....................................................16

7       CLIENT SERVICE CENTRE COSTS (CSC)...................................................16

8       AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS............17

9       CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT.....................17

10      IT INVESTMENTS......................................................................17

11      GAIN SHARING........................................................................17

12      CLASSIFICATION OF EXPENSE ITEMS SUBJECT TO MARGIN VERSUS PASS-THROUGH...............19

13      THIRD PARTY REVENUE.................................................................19

14      INVOICING...........................................................................19

15      TRANSFER OF ASSETS..................................................................20

16      CONTRACT MINIMUMS...................................................................20

17      INFLATION...........................................................................20

18      EARLY TERMINATION PAYMENT...........................................................21



                                       i
<PAGE>   87

                                   SCHEDULE C


                              CHARGES AND INVOICING


1       INTRODUCTION


        This Schedule describes the methodology for determining the charges to
        be paid by BPA to Exult for the performance by Exult of its obligations
        under this Agreement as well as the associated processes for invoicing
        BPA for such charges.


2       DEFINITIONS


        Any capitalised terms that are not defined in this Schedule shall have
        the meanings assigned to them in the Agreement. The following terms
        shall have the meanings set out below:


        "ACTIVE SERVICED EMPLOYEE" shall mean any Serviced Employee who is
        currently employed during the period when the Services are measured.


        "ADDITIONAL RESOURCE CHARGES" or "ARCs" shall mean the incremental
        charges payable by BPA, in addition to the Base Charge for resource
        usage that exceeds the Resource Volumes.


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


        "BPA" shall mean BPA or the Client where appropriate


        "BASE CHARGE" shall mean Exult's annual charge divided by 12 and
        invoiced monthly for the period commencing [***]* from the Baseline
        Validation and recalculated [***]*.


        "BASELINE" shall mean the adjusted Initial Baseline as determined by
        Baseline Validation.


        "BASELINE GUARANTEE" means the minimum Initial Baseline and Baseline
        related to each Process taken on by Exult prior to the Guaranteed
        Minimum Savings Date as set out in Section 4.1. The Baseline Guarantee
        is [***]*


        "BASELINE VALIDATION" shall mean validation of the Initial Baseline to
        be completed by [***]*


        "BENEFITS" shall mean those benefits set out in Schedule A.


        "CENTRE OF EXCELLENCE COSTS OR COE COSTS" shall mean the actual costs
        related to the organisation within Exult identified as such which
        include the Exult subject matter experts and support staff. Functions
        staff will perform shall include:


        (i)    Supporting complex inquiries and problem resolutions on calls to
               the Client Service Centre; or


        (ii)   Assisting with the management of third party vendors in defining
               service levels and monitoring performance; or


        (iii)  Assisting in the implementation of policy modifications and
               changes that come from BPA ; or

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Exchange Commission.


                                       2
<PAGE>   88

        (iv)   Defining the continuous improvement and best practice trends per
               Process that are requirements of the Country Agreement


        "CHANGE REQUEST CHARGES" shall mean the charges relating to the
        implementation of Changes authorised by BPA in accordance with Schedule
        L.


        "CLIENT HR COSTS" shall mean the Total Labour Related Costs required by
        BPA to provide the Embedded Services and HR services [***]*


        "CONTRACT MINIMUMS" shall mean the minimum monthly payments by BPA to
        Exult as referenced in Clause 23 of the Country Agreement and in
        accordance with this Schedule C.


        "CONTRACT MINIMUM YEAR" means each period of 12 months following the
        Guaranteed Minimum Savings Date.


        "CORPORATE OVERHEAD" shall mean Exult's general and administration
        costs.


        "DECREASES" means the items set out in Section 3.4.2.


        "DUE DILIGENCE COSTS" shall mean the costs incurred by Exult in
        accordance with Clause 4.6 of the Framework Agreement in carrying out
        the Due Diligence Exercise in the applicable Country.


        "EMBEDDED SERVICES" shall mean those HR functions to be retained or
        retained as the case may be by BPA.


        "EXULT" shall mean Exult, the Exult Participating Affiliate or the Exult
        Supplier where appropriate


        "EXULT ACTUAL COST" shall mean the sum of [***]*


        "GUARANTEED MINIMUM SAVINGS" shall mean the reduction to the Category A
        costs included in the Baseline calculated in accordance with Section
        5.1.1 and Table C-5.1.1.


        "GUARANTEED MINIMUM SAVINGS DATE" shall mean [***]*


        "HR IT SERVICES" shall mean the costs for information technology
        services (as defined in Schedule A)


        "INCREASES" means the items listed in Section 3.4.2.


        "INITIAL BASELINE" shall mean [***]*


        "INITIAL BASE CHARGES" shall mean the monthly charges calculated in
        accordance with Section 4.1 for [***]*


        "INITIAL RESOURCE VOLUMES" shall mean, with respect to the applicable
        Country, the initial estimated amount of resources utilised by BPA (such
        as the number of training classes or domestic relocations) and/or the
        number of Active Serviced Employees supported by BPA in the 12 month
        period prior to the Country Commencement Date.


        "KPI CREDIT" means the percentage subtracted from the applicable Exult
        gain share portion.

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                                       3
<PAGE>   89

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


        "KPI PER EVENT CREDIT " means the percentage deducted for each missed
        Service Level from the % of KPI Pool for a specific KPI.


        "PASS THROUGH COSTS" shall mean those costs identified in the Country
        Agreement [***],* including the cost of [***],* BPA charge-ins including
        those relating to [***]*


        "REDUCED RESOURCE CHARGES" or "RRCs" shall mean the incremental credits
        payable to BPA for resource usage that is lower than the Resource
        Volumes.


        "RESOURCE UNITS" shall mean the units of measurement for the amount of
        Resource Volumes used within each Process.


        "RESOURCE VOLUMES" shall mean, with respect to the applicable Country,
        the estimated amount of resources utilised by BPA (such as the number of
        training courses, the number of attendees at training courses or
        domestic relocations) and/or the number of Active Serviced Employees
        required by BPA, annually from the Guaranteed Minimum Savings through
        the term of the Country Agreement.


        "RETURN ON COSTS" or "ROC" shall mean Exult's portion of gain share from
        providing Services in a Country divided by the Exult Actual Cost for
        [***]*.


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


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


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


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


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


        [***]*


3       OVERVIEW


        3.1    PRINCIPLES


               The main principles underlying the charging mechanism are as
               follows:


                3.1.1   Subject to Sections 5.1.3 (ARCs/RRCs), 17 (Inflation)
                        and agreed Changes,

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                        Exult's charges shall not:


                        [***]*


                3.1.2   Exult's charges shall be based upon BPA's [***]*, as
                        appropriate, as described in Sections 4.1 and 5 of this
                        Schedule C.


                3.1.3   The Exult Actual Cost in any year following the
                        Guaranteed Minimum Savings Date [***]*, subject to the
                        following adjustments:


                        (i)     ARCs/RRCs (see Section 5.1.3)


                        (ii)    Inflation (see Section 17)


                        (iii)   Charges for agreed Changes (see Section 5.1.9
                                and Schedule L)


                        (iv)    Project Charges (see Section 5.1.9)


                3.1.4   The Exult Actual Cost shall not [***]*


                3.1.5   [***]*


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


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


                3.1.8   It is Exult's intention to try to reduce the cost of
                        Third Party Contracts transferred to Exult [***]*


        3.2     CATEGORIES OF COST


                The charging mechanisms will be based on cost categories related
                to the Services. [***]*


                [***]* BPA shall receive Guaranteed Minimum Savings, shown in
                Table C-5.1.1, from Exult on the [***]* costs to be determined
                as part of Baseline Validation.


        3.3     COUNTRY DUE DILIGENCE EXERCISE


                The Initial Baseline will be determined during the Country Due
                Diligence Exercise prior to signature of the relevant Country
                Agreement. [***]* For Countries apart from the U.S. and U.K.,
                Country Due Diligence Exercises shall determine whether the
                Guaranteed Minimum Savings and Exult's Return can be achieved.
                [***]* The impact of any Withholding Taxes

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<PAGE>   91

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


        3.4     ESTABLISHING BASELINE COSTS


                3.4.1   Client HR Costs


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


                        -       In-Scope employees.


                        -       Embedded Services HR staff.


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


                        -       Staff whose status is still to be determined.


                        -       Other staff associated with identified projects


                        In order to establish the Total Labour Related Costs no
                        HR personnel can be removed by BPA from the Client HR
                        Cost without first being designated within one of the
                        above five categories. Any dispute relating to the
                        classification of HR personnel shall be determined by an
                        Expert in accordance with Clause 24.2 of the Framework
                        Agreement (Dispute Resolution Procedure).


                        [***]*


                        For Countries other than the US and UK, the Client HR
                        Cost shall be established during the Country Due
                        Diligence Exercise and each member of staff designated
                        within the above four categories.


                3.4.2   Adjustments to Client HR Costs


                        Once the Client HR Costs are established, BPA shall put
                        in place financial controls and tracking mechanisms to
                        allow BPA to track costs and for Exult to verify such
                        costs on a monthly basis. The Client HR Costs shall be
                        adjusted to take into account "Increases" or "Decreases"
                        as set out below:


                        A       Increases


                                Increases in costs shall include the following
                                activities:


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


                                -       Temporary staff required to replace
                                        staff included as Client HR

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<PAGE>   92

                                        Costs.


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


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


                                -       Anticipated adjustments agreed by
                                        parties.


                        B       Decreases


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


                                -       Savings in providing Embedded Services
                                        resulting from non-Exult activities such
                                        as using one HR advisor across more than
                                        one business unit where two or more
                                        advisors were used previously.


                                -       Savings as a result of a reduction in
                                        services provided by Embedded Services
                                        staff such as the elimination of
                                        Organisational Developmental services at
                                        a particular business unit.


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


                                -       Divestitures.


                                -       Replacement of Embedded Services staff
                                        with less expensive staff.


                                -       Savings related to the harmonisation and
                                        merger of BP and Amoco. Such savings
                                        include, but are not limited to, the
                                        transition to a single US payroll
                                        system.


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


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

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<PAGE>   93

                3.4.3   Baseline Validation


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


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


                3.4.4   [***]* Cost Validation


                        (i)     Principles relating to costs


                                The principles underlying the Exult Actual Cost
                                [***]* are:


                                (a)     Exult will use technology to assist it
                                        in providing the Guaranteed Minimum
                                        Savings


                                (b)     Exult intends to automate relevant
                                        transactional processes and allow BPA
                                        employee access through the
                                        implementation of internet-enabled HR
                                        support by using Client Service Centres
                                        (including the integration of HR
                                        transactional processing support),
                                        knowledge and case management, workflow
                                        and data warehousing technology;


                                (c)     Exult's use of technology will continue
                                        to evolve as opportunities to use
                                        technology effectively are identified
                                        during the term of the Country
                                        Agreement;


                                (d)     Exult shall not unreasonably be
                                        prevented from using technological
                                        innovations;


                                (e)     as a result of Section (a) to (e) above,
                                        [***]*


                3.4.5   [***]* Charges


                        [***]*


                3.4.6   [***]* Validation


                        The [***]* costs for BPA (which are based upon the
                        budget provided by BPA) and Exult's budgeted [***]*
                        costs shall be validated as part of the Baseline
                        Validation. To the extent that the merger and
                        harmonisation of BP and Amoco has not been

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<PAGE>   94

                        completed by the completion date for the Baseline
                        Validation an estimate for the anticipated impact of any
                        remaining merger and harmonisation activity will be
                        agreed and included in the Baseline Validation and such
                        estimate will be subject to further validation on the
                        completion of the merger and harmonisation activity.
                        Both parties shall make reasonable efforts to validate
                        these actual and budgeted costs. This shall include,
                        where possible, the parties comparing individual cost
                        items on a like-for-like basis. BPA's [***]* costs will
                        need to be adjusted to match the changes in technology
                        used by Exult to deliver the Services in order to
                        achieve this like-for-like comparison.


                        If the parties disagree with this comparison of [***]*
                        costs, the matter shall be referred to an Expert
                        pursuant to Clause 24.2 of the Framework Agreement
                        (Dispute Resolution Procedure).


                3.4.7   Resource Volumes


                        Prior to the Process Take On Date the Resource Volumes
                        for the relevant process shall also be established.


                3.4.8   [***]* Costs


                        [***]* Costs shall also be validated as part of the
                        Baseline Validation. The [***]* Costs shall go through a
                        review process to establish an agreed cost projection
                        from the third month following the Country Commencement
                        Date until the end of month fourteen. [***]* Costs shall
                        be tracked by Exult and reconciled with BPA [***]*
                        following the Country Commencement Date.


4       CHARGING METHODOLOGY PRIOR TO THE GUARANTEED MINIMUM SAVINGS DATE


        Prior to the Guaranteed Minimum Savings Date and following the first
        Process Take On Date, charges from Exult shall be based on the Initial
        Base Charges.


        4.1     CALCULATION OF THE INITIAL BASE CHARGES


                Prior to the signature of each Country Agreement, Exult shall
                provide the Baseline Guarantee for each Process. BPA shall pay
                to Exult following each Process Take On Date the Initial Base
                Charges which shall be an amount equal to [***]*


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


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


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


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

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<PAGE>   95

                                   TABLE C-4.1

                      BASELINE GUARANTEE FOR THE US AND UK

                                     IN USD

        [***]*


        Where the parties agree, the Baseline Guarantee for each Process may be
        changed to reflect actual cost so long as the aggregate of all Processes
        within the Baseline Guarantee for the U.S. and U.K. is equal to [***]*


        If a Process is taken on prior to the completion of the Client HR Costs,
        the Initial Base Charges shall be equal to the Baseline Guarantee and
        reconciled at the end of the year for applicable costs exceeding the
        Baseline Guarantee.


        If a Process Take On Date is extended for more than 30 days, the parties
        shall establish a panel with equal number of members from each party to
        meet over a period of 30 days in order to decide the cause for such
        delay. [***]*


        Where the parties cannot agree which party caused a particular Process
        Take On Date to be delayed, a payment or credit can still be agreed by
        the panel although either or both parties may reserve the right to
        review the cause for any such delays during Baseline Validation and to
        refer any such disputes to the Informal Dispute Resolution Procedure
        pursuant to Clause 24.1 of the Framework Agreement, and if the parties
        are still unable to resolve such dispute, the matter shall be referred
        to an Arbitrator pursuant to Clause 24.3 of the Framework Agreement.


5       CHARGING METHODOLOGY FOLLOWING THE GUARANTEED MINIMUM SAVINGS


        From the Guaranteed Minimum Savings Date until the termination or expiry
        of the Country Agreement, BPA shall pay to Exult the greater of the
        Baseline Guarantee and the Baseline (both of which shall be subject to
        Guaranteed Minimum Savings). The Baseline Guarantee and Baseline charges
        shall be subject to Contract Minimums in each Country.


        [***]*


        BPA's actual usage/counts of the Resource Volumes shall be measured and
        reported by Exult [***],* Exult shall calculate and apply the ARC/RRC
        adjustments, Service Credits and gain sharing adjustments.


        5.1     GUARANTEED MINIMUM SAVINGS CALCULATION


                5.1.1   The Guaranteed Minimum Savings shall apply to the [***]*
                        charges in the Baseline in accordance with Table
                        C-5.1.1. The Guaranteed Minimum Savings for [***]* items
                        will be calculated [***]* during Baseline Validation.


                            GUARANTEED MINIMUM SAVINGS

                                   TABLE C-5.1.1

               [***]*

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<PAGE>   96

                For the Guaranteed Minimum Savings to apply in respect of a
                Country, and provided that Exult has not delayed BPA, BPA must
                give notice [***]* to Exult that it wishes to receive the
                Services in that Country.


                [***]*


                5.1.2   Adjustments to Base Charge


                        (i)     The Base Charge shall be adjusted during the
                                last month of each Contract Minimum Year to
                                determine:


                                [***]*


                        (ii)    During the last month of each Contract Minimum
                                Year the Base Charge shall be adjusted prior to
                                the gain share calculation as follows:


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


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


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


                                [***]*


                5.1.3   ARCs/RRCs


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


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


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


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


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

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                5.1.4   Resource Units


                        The Resource Units identified below are intended to
                        provide the proper measurement of usage for the Services
                        and allow for a reasonable means to gather data. The
                        Resource Units may be changed based on agreement between
                        the parties at any time during the term of the Country
                        Agreement.


                        [***]*


                5.1.5   Charges Based on the Average Number of Active Serviced
                        Employees or Term Vested Annuitants and number of Active
                        Serviced Employees


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


                        [***]


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


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


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


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


                5.1.6   Service Charge Adjustments Based on the Average Number
                        of Active Serviced Employees and Term Vested Annuitants
                        If the weighted average actual number of Active Serviced
                        Employees or Term Vested Annuitants varies above the
                        Resource Volumes by [***]* then an adjustment to the
                        Base Charge shall be calculated. ARCs and RRCs shall be
                        based on the entire variance from the Resource Baseline
                        Volumes. Should the actual Active Serviced Employees and
                        Term Vested Annuitants (where

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<PAGE>   98

                        applicable) vary from the Resource Volume by [***],* the
                        parties will agree upon an equitable adjustment to the
                        Base Charge.


                5.1.7   Charges Based on Direct Usage


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


                        [***]*


                5.1.8   Adjustments to the Charges Based on Direct Usage


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


                5.1.9   Project Charges


                        For each Project identified in Schedule H, the charges
                        for such Project will be agreed by the parties and set
                        out in the applicable Project Statement. Unless
                        otherwise agreed, Project Charges shall be based on
                        [***]* For services added that are not part of this
                        Country Agreement and that continue for the duration of
                        the Country Agreement, these services shall be handled
                        through Change Control Management.


                5.1.10  Out-Of-Pocket Expenses


                        BPA will reimburse Exult for out-of-pocket expenses as
                        part of requests outside of Services. These
                        out-of-pocket are:


                        (i)     Project related travel expenses approved by BPA.


                        (ii)    Any other expenses approved by BPA.


        5.2     [***]*


                In addition to the charges shown in Section 5.2, other [***]*
                items which Exult and BPA determine may be classified as [***]*
                during the term of the Country Agreement through the Change
                Control Management procedure.


                        5.2.1   [***]*


                        5.2.2   [***]*

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                        5.2.3   [***]*


                5.2.4   Information Technology Work Units (IT Work Units)


                        Exult shall, in accordance with the IT Work Unit
                        methodology perform modifications, enhancements,
                        changes, and installations to comply with regulatory or
                        trade union requirements and changes as disclosed to
                        Exult by BPA. Exult shall support regulatory reviews,
                        audits, compliance assessments, and related data
                        gathering in a responsive time frame as required by
                        regulators. BPA acceptance testing and final approval
                        shall be required prior to implementation of such
                        regulatory compliance.


                        Exult shall, in accordance with the IT Work Unit
                        methodology, perform installation of upgrades and new
                        releases issued by the vendors of third party
                        applications software. Unless BPA directs otherwise,
                        Exult shall install and upgrade such software so as to
                        remain within one generation of the then-current
                        maintenance release. Exult shall notify BPA in writing
                        within a reasonable time prior to undertaking any such
                        upgrade or installation. Exceptions to this approach
                        shall be mutually agreed and shall be based on an
                        assessment of risk and value associated with
                        implementing the new release. Exult shall not upgrade
                        third party applications software if Exult notifies BPA
                        that such an upgrade shall have no value or an adverse
                        impact on BPA and, after receiving such notification,
                        BPA decides not to proceed with such upgrade.


                        Exult shall, in accordance with the IT Work Unit
                        methodology, perform small enhancements to the computer
                        applications. Exult shall perform small enhancement as
                        requested and priortized by BPA. Exult shall perform
                        small enhancements to the computer applications
                        portfolio.


                5.2.5   IT Work Unit Volumes


                        Exult and BPA shall consider [***]* as the period to
                        develop the IT Work Unit algorithm and underlying
                        assumptions. During this period the natural rate/size
                        unit and the size requested metrics shall be collected.
                        The parties intend that the basis shall reflect the
                        quantity of regulatory changes, trade union contract
                        changes, upgrades and small enhancement work required to
                        be performed by Exult [***]* To the extent that any
                        review of the IT Work Unit calculation algorithm
                        generally determines that this intention is not being
                        effectuated, the algorithm (or other aspects of the
                        approach, as applicable) shall be adjusted as necessary.
                        The reviews in subsequent years shall use each preceding
                        year as the baseline.


                        The format for representing the volume of IT Work Units
                        is represented in the following table. This catalogue is
                        subject to mutually agreed upon adjustments resulting
                        from the IT Work Unit review process described above.


                           CATALOGUE OF BPA WORK TYPES


               ---------------------------------------------------------------------------------
                                        NATURAL        NUMBER      WORK UNIT /     ANNUAL WORK
                     WORK TYPE         SIZE UNIT     REQUESTED      SIZE UNIT         UNITS
               ---------------------------------------------------------------------------------
                                                                      
               Regulatory
               ---------------------------------------------------------------------------------


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               ---------------------------------------------------------------------------------
               Changes (Small)
               ---------------------------------------------------------------------------------
               Regulatory Changes
               (Medium)
               ---------------------------------------------------------------------------------
               Regulatory Changes
               (Large)
               ---------------------------------------------------------------------------------
               Union Contract
               Changes
               ---------------------------------------------------------------------------------
               Small Enhancements
               ---------------------------------------------------------------------------------
               Upgrades
               ---------------------------------------------------------------------------------
               YEAR 1 TOTAL
               ---------------------------------------------------------------------------------



                5.2.6   Definition of IT Work Unit Terms:


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


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


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


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


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


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


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


        5.3     [***]*

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                [***]* Costs will be subject to an annual review between BPA and
                Exult. The specific contracts will be identified and projections
                for the subsequent 12 months will be made for each contract.
                Both parties shall agree to the projected costs. [***]*


6       TRANSITION/TRANSFORMATION COSTS


        Costs relating to the transfer of the Services from BPA to Exult
        incurred by Exult after the relevant Country Commencement Date and prior
        to the relevant Process Take On Date [***]*


7       CLIENT SERVICE CENTRE COSTS (CSC)


        Client Service Centre costs are included in the [***]* charges as set
        out below.


        On an annual basis following the Guaranteed Minimum Savings Date through
        the term of the applicable Country Agreement, the charges will be based
        on [***]*


        The Client Service Centre costs will include all staffing expenses,
        facility related expenses, management expenses related directly to the
        Client Service Centre, hardware and software expenses, lease expenses,
        finance charges, amortisation and depreciation, supplies and third party
        services related to the Service Centres. IT related costs that support
        multiple customers shall be included as well in the aforementioned
        categories. Client Service Centre costs will be allocated to the
        appropriate [***]* Processes.


                                       16
<PAGE>   102

                                   TABLE C-7.1

                 CLIENT SERVICE CENTRE COSTS MAXIMUM ALLOCATION

                                     IN USD

[***]*


8       AGGREGATION OF TRANSITION/TRANSFORMATION AND CLIENT SERVICE CENTRE COSTS


        By agreement at the time not to be unreasonably withheld, with respect
        to the maximum allowed costs for Transition/Transformation in Section 6
        and Client Service Centres in Section 7, Exult shall be allowed to
        [***]*


9       CORPORATE OVERHEAD/CENTRE OF EXCELLENCE/DUE DILIGENCE TREATMENT


        Corporate Overhead costs will be recovered from available gain share
        before gain share is distributed. Following the Guaranteed Minimum
        Savings Date, Corporate Overhead for the U.S. and U.K. will be allocated
        at the lesser of:


        -      [***]*


        For the U.S. and U.K. Due Diligence, [***]*


        Exult Centre of Excellence (COE) costs [***]* recovered from available
        gain share before gain share is distributed. Following the Guaranteed
        Minimum Savings Date, indirect COE for the U.S. and U.K. will be
        allocated at the lesser of:


        [***]*


        The Corporate Overhead/COE/Due Diligence costs allocation methodologies
        on actuals may be changed subject to agreement between the parties.


10      IT INVESTMENTS


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


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


        [***]*


11      GAIN SHARING


        BPA and Exult shall participate in a gain sharing exercise for [***]*
        Gain sharing can only apply to [***]* once Guaranteed Minimum Savings
        have been realised. The Base Charge and Exult's actual costs for [***]*
        shall be used in quantifying the total amount of gain sharing to be
        allocated between BPA and Exult. Each charge Category will be handled
        differently under this gain sharing

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                                       17
<PAGE>   103

        arrangement. [***]*


        11.1    GAIN SHARING METHOD BY CATEGORIES


                To determine the applicable gain share, Exult's Actual Costs for
                [***]* items will be subtracted from the applicable Base Charge
                [***]* 12 months. Exult's, costs for Corporate Overhead,
                Charge-Ins from BPA, COE and Amortisation of Due Diligence will
                be subtracted from the amount available for gain share. The
                remaining amount will be subject to gain share distribution.
                Gain sharing [***]* will start from [***]* and at the end of
                every 12-month period thereafter to determine the applicable
                gain share.


                [***]* Following the Guaranteed Minimum Savings Date, [***]*
                share will be subject to gain share distribution.


                The method for gain sharing calculation shall be as follows:


                (i)     If the Exult Actual Cost for [***]* is less than the
                        Base Charge for [***],* then those savings (Base Charge
                        minus Exult Actual Costs [***])* will be subject to
                        adjustments and subsequently the Gain Sharing
                        Distribution Matrix shown below in Tables C-11.2.1 and
                        C-11.2.2. The levels of distribution that determine the
                        proportion of gain share are shown as part of the
                        Distribution Matrices.


                (ii)    If the actual [***]* costs are less than the budgeted
                        [***]* costs (Budgeted [***]* cost - Actual [***]* cost)
                        then those savings shall be subject to the Gain Sharing
                        Distribution Matrix shown below in Tables C-11.2.1 and
                        C-11.2.2


        11.2    GAIN SHARING DISTRIBUTION MATRIX


                The Gain Sharing Distribution Matrix will be used to determine
                the proportion of savings to be split between BPA and Exult
                resulting from the calculation of the amount available for gain
                sharing. [***]* The gain share will begin with the first level
                of distribution and proceed to the next level until the amount
                available for gain share has been fully distributed.


           GAIN SHARING DISTRIBUTION MATRIX-NO SERVICE CREDITS TO BPA

        [***]*


        11.3    GAIN SHARING EXAMPLE


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


                [***]*


        11.4    SERVICE CREDITS CALCULATION


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

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<PAGE>   104

                The formula for calculating the Service Credits for Exult's
                failure to achieve any one of the seven KPIs is set out below.
                The total amount determined from the service credit calculations
                for all KPIs shall be subtracted from Exult's gain share portion
                prior to Service Credits. The net result shall equal Exult's
                gain share portion after Service Credits. [***]*


                The calculation of Service Credits will be by KPI Process. Any
                unutilised credits in the KPI Pool at the end of any year
                following the Guaranteed Minimum Savings Date cannot be carried
                forward to the succeeding year. [***]*


                   SERVICE CREDITS CALCULATION METHOD EXAMPLE

                                  TABLE C-11.4

[***]*


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


        12.1    EXULT ACTUAL COST


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


[***]*


        12.2    OTHER COSTS


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


[***]*


13      THIRD PARTY REVENUE


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


14      INVOICING


        14.1    Invoices for Base Charge and the Initial Base Charges as
                applicable will be submitted monthly in advance on the first day
                of each month. All other charges including [***]* will be
                invoiced in arrears on the first day of the subsequent month.
                Invoices will provide details of each Base Charge and such
                supporting information as BPA may reasonably require and will be
                in the Country's local currency. For those Processes delivered
                in a Client Service Centre not sited in the Country being
                invoiced, Exult will convert the cost of those items not
                invoiced in the local currency using a fixed exchange rate
                established on each anniversary of the Country Commencement
                Date. At the end of each year of the Agreement, the invoice
                amounts will be recalculated using the actual month end exchange
                rates for the period and a credit or invoice, as appropriate,
                will be issued to BPA. In addition, at the end of the year, all
                adjustments including ARCs and RRCs, gain sharing and Service
                Credits will be made and invoiced or credited in the subsequent
                month. BPA shall inform Exult how gain sharing and Service
                Credits are to be distributed between Countries.

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<PAGE>   105

        14.2    The ARC and RRC adjustments, inflation adjustments, and BPA's
                portion of gain share from the previous year will be used going
                forward to calculate Base Charge for the following year subject
                to end of year reconciliation in accordance with Section 5.1.2


        14.3    Payments are due within [***]* of receipt of any invoice by BPA.
                Interest for late payments will be charged at the rate of
                [***].*


        14.4    If as a result of any audit carried out in accordance with the
                terms of a Country Agreement it is discovered that BPA has been
                overcharged, Exult shall pay an amount equal to:


                [***]*


15      TRANSFER OF ASSETS


        As agreed between BPA and Exult, BPA's existing assets and management of
        these assets may transfer to Exult as part of the Services that Exult
        will provide to BPA. [***]*


16      CONTRACT MINIMUMS


        16.1    Contract Minimums for each Contract Minimum Year shall be
                established in accordance with Clause 17 of the Framework
                Agreement.


        16.2    The Contract Minimum for the initial Contract Minimum Year shall
                be a sum equivalent to [***]*.


        16.3    Within [***]* BPA may give Exult [***]* written notice of a
                proposed reduction in the Contract Minimum to take account of
                specified reductions in BPA's requirements for Services. These
                reductions shall reflect material changes in BPA's business
                operations or structure including those caused by Significant
                Changes.


        16.4    This Section 16 applies to situations which result in an actual
                reduction in BPA's requirement for Services and, for the
                avoidance of doubt, BPA may not assume responsibility internally
                for services equivalent to the Services or appoint a third party
                to provide services equivalent to the Services pursuant to the
                terms of this Section 16.


        16.5    [***]* prior to the end of each Contract Minimum Year, the
                Regional Governance Panel shall meet to assess the impact,
                including the impact on the Charges for the then current
                Contract Minimum Year, of the reductions in BPA's requirements
                for Services arising from the events identified in a notice
                served in accordance with Section 16.3 above. As appropriate,
                and subject always to Section 16.6 below, the Regional
                Governance Panel shall agree a decrease in the Contract Minimum
                for the succeeding Contract Minimum Year which is proportionate
                with the actual reduction in Charges arising from the events.


        16.6    [***]*

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

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<PAGE>   106

17      INFLATION

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


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


        The adjustment for inflation for [***]* charges and associated ARCs and
        RRCs unit rates shall be subject to the percentage of Total Labour
        Related Costs going to Exult as shown in Table C-5.1.1.


        [***]*


        Exult's Actual Cost for [***]* for allowing increases with respect to
        cost increases greater than inflation, shall be set and measured at 90
        days following the final Process Take On Date.


18      EARLY TERMINATION PAYMENT


        18.1    Termination for convenience shall be calculated as:


                -       [***]*; and


                -       Winding Up Assistance Costs; and


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


                -       the remaining book value for the Assets as follows:


                        [***]*; and


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


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


                        [***]*


        18.2    Termination for Change of Control shall be calculated as:


                -       Winding Up Assistance Costs; and


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


                -       The remaining book value for the Assets as follows:


                        [***]*; and


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


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


                                       21
<PAGE>   107

                        [***]*


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


                -       Winding Up Assistance Costs; and


                -       [***]*


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


                -       Winding Up Assistance Costs; and


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


                -       The remaining book value for the Assets as follows:


                        [***]*; and


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


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


                        [***]*

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<PAGE>   108

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE D


                              THIRD PARTY CONTRACTS


<PAGE>   109

                                   SCHEDULE D


                              THIRD PARTY CONTRACTS


This schedule sets forth the Third Party Contracts and designates whether such
contract is intended to be "Administered", "Transferred" or "Retained" by BPA.
This schedule shall be completed following the Commencement Date.


                                     [***]*


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<PAGE>   110

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE E


                                     ASSETS


<PAGE>   111
                                   SCHEDULE E


                                     ASSETS


This schedule sets forth the Client Assets which may be used by Exult to provide
the Services. This schedule shall be completed following the Country
Commencement Date.


                                     [***]*


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<PAGE>   112

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE F


                                     SYSTEMS


<PAGE>   113
                                   SCHEDULE F


                                     SYSTEMS


This schedule sets forth the Third Party Systems which may be used by Exult to
provide the Services. This schedule shall be completed following the Country
Commencement Date.

                                     [***]*


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                                       1
<PAGE>   114

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE G


                                 TRANSITION PLAN


<PAGE>   115
                                TABLE OF CONTENTS




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

2   VALIDATION EXERCISE..................................................................   1

3   DETAILED WORK PLAN...................................................................   1

4   TRANSITION APPROACH..................................................................   1

5   PROCESS CHANGE MANAGEMENT AND COMMUNICATIONS.........................................   2

6   TRANSITION PLAN SET UP PHASE.........................................................   2

7   IN SITU PROCESS TAKE ON..............................................................   2

8   LEVERAGED PROCESS TAKE ON............................................................   3

9   US COUNTRY TRANSITION SCHEDULE.......................................................   5




                                       i
<PAGE>   116

                                   SCHEDULE G


                                 TRANSITION PLAN


1       INTRODUCTION


        This Schedule sets forth the Country Transition plan for conducting the
        Validation Exercise, the plan for the transition of the Services from
        the Client to the Exult Supplier and the approach to transition that
        shall be followed.


2       VALIDATION EXERCISE


        The Validation Exercise for each Process shall be conducted following
        the Commencement Date and conclude prior to the Process Take On Date.
        The Validation Exercise shall consist of validation of the Baseline,
        volumetrics, resource requirements, cost, Services, Third Party
        Contracts and Service Levels. This data shall be verified and adjusted,
        as agreed by both parties, for each Process prior to the relevant
        Process Take On Date in accordance with the Country Transition Schedule.


        In the event that the Country Representatives fail to reach agreement,
        such failure shall be resolved in the informal dispute resolution
        process as detailed in Clause 29.1 of the Country Agreement.


3       DETAILED WORK PLAN


        The final form of the Transition Schedule and the Detailed Work Plan
        will be developed and agreed between the parties, [***]*


        In the event that the Country Representatives fail to reach agreement,
        such failure shall be resolved in the informal dispute resolution
        process as detailed in Clause 29.1 of the Country Agreement.


4       TRANSITION APPROACH


        4.1   Two Path Transition Approach


              The purpose of transition is to move the Services to a Leveraged
              Operations delivery model as efficiently as possible, with the
              minimum of disruption to BPA operations. The Client and Exult
              Supplier have agreed to two distinct paths through the transition
              Process. The goals of the two path approach are to allow the
              Client and Exult Supplier the opportunity to manage the risk of
              transition and, [***]*


        4.2   Transition Path One


              For those Processes (or discrete parts of Processes) that follow
              path one through the transition process, Exult Supplier shall
              first assume responsibility for these Processes in-situ, referred
              to as "In-Situ Process Take On". Once Exult Supplier is
              successfully providing these Processes in-situ, Exult Supplier
              shall transform these Processes to Leveraged Operations.

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<PAGE>   117

        4.3   Transition Path Two


              Processes in this category shall be transformed directly to
              Leveraged Operations and, therefore, Exult Supplier shall not
              assume operation responsibility for such Processes in-situ prior
              to Transformation.


        4.4   Path Selection


              Exult Supplier and the Client shall agree to either path one or
              path two for each Process based on an assessment of risk, the
              degree of centralisation of the staff currently performing the
              Processes, and the cyclical nature of the Processes. The
              provisional allocation is set out in the Transition Schedule in
              Section 9 of this Schedule.


5       PROCESS CHANGE MANAGEMENT AND COMMUNICATIONS


        5.1   Process Change Management and Communications Approach


              The establishment and maintenance of the process-change management
              & communications infrastructure shall be managed through Exult
              Supplier's project management office in concert with Client
              Regional Project Leaders. The primary outcomes of these activities
              shall be to:

              [***]*


        5.2   Process-Change Management and Communications Activities


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

              [***]*


6       TRANSITION PLAN SET UP PHASE


        The set-up phase of the Transition Plan deals with the project
        infrastructure necessary to support the successful completion of the
        transition. This is the phase of the transition during which the Client
        and Exult Supplier agree to the overall approach and schedule, the plan
        to complete the work, and the staffing levels and commitments from both
        organizations and the Detailed Work Plan. In addition, the Client and
        Exult Supplier shall agree the process-change management program and
        communications plan for the transition process. When the change
        management actions are agreed, these are added to the details of the
        Transition Schedule and Detailed Work Plan. Finally, the project
        reporting and governance is agreed and put in place.


7       IN SITU PROCESS TAKE ON


        The following steps shall be conducted prior to the Process Take On Date
        for each Process.

        7.1   Current Situation Assessment Phase


              Exult Supplier shall collect data through a series of workshops,
              structured interviews and field work, as well as reference to all
              data collected during the contract due diligence


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                                       2
<PAGE>   118
              phase. The scope of the data collection shall answer the following
              questions:


              -      [***]*


              Exult Supplier shall document the Processes to the level necessary
              to clearly identify how Exult Supplier shall provide the Processes
              in-situ.


        7.2   Operational Plan


              [***]*


        7.3   Readiness Test


              The Client and Exult Supplier shall agree to a specific set and
              schedule of Readiness Tests to be satisfied prior to Exult
              Supplier assuming responsibility for a Process. These tests shall
              be specific to each Process and shall be designed to assure the
              Client and Exult Supplier of the readiness of both parties to
              transition the Process to Exult Supplier. Each Readiness Test plan
              shall document the objective and measurable criteria to be tested,
              the expected outcomes, the governance of the test, and the
              results. Typical items that would appear in a Readiness Test
              include:

              [***]*


              In the event that either party believes that there has been a
              failure to complete a Readiness Test in all material respects, it
              shall provide the other party with a written notice specifying the
              grounds on which it believes the Readiness Test has been failed,
              within [***]* of the completion of the Readiness Test. As soon as
              reasonably practicable following the receipt of such notice, the
              parties shall meet to discuss, and if possible, agree whether and
              in what respects the Readiness Test has failed, and to agree a
              plan to conduct a further Readiness Test.


        7.4   Transfer of Responsibility


              Exult Supplier shall assume responsibility for the Process on
              successful completion of the Readiness Test. Once the Process has
              transitioned to Exult Supplier, Exult Supplier shall measure its
              performance to the Service Levels in accordance with Schedule B.


8       LEVERAGED PROCESS TAKE ON


        8.1   Global Process Rationalisation Phase

              This is the phase of the project where the Client and Exult
              Supplier finalise the list of Processes that shall have a global
              or cross-region approach and which Processes shall be specific to
              the Country. Exult Supplier and the Client shall agree to grouping
              of Processes, where appropriate, and Exult Supplier shall conduct
              the overall design session for Process groups. The parties shall
              agree to the timeline and sequencing of the


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                                       3
<PAGE>   119

              Processes for transformation. The Client and Exult Supplier shall
              finalise the plan to transform to Leveraged Operations and agree
              to the staff resource levels in the plan.


        8.2   Design


              Design shall be conducted cross-region and by Process group where
              applicable. Exult Supplier shall conduct Process design workshops
              with the Client and shall design and agree to changes to the
              Processes.


              Exult Supplier shall document the new Process flows, the Service
              Delivery Model to be used to support the new Process, and the
              workforce requirements to support the new Process for both the
              Client and Exult Supplier, and the parties shall agree to new
              service levels based on the new Process.


        8.3   Service Delivery Build


              Exult Supplier shall develop and execute a plan to build the
              delivery model for the newly designed Processes. The plan shall
              identify:

              [***]*


        8.4   Readiness Test


              The Client and Exult Supplier shall agree to a specific set and
              schedule of Readiness Tests to be satisfied prior to the Client
              migrating to a transformed Process. These tests shall be specific
              to the Process and shall be designed to assure the Client and
              Exult Supplier of the readiness of both parties. The test plan
              shall document the objective and measurable criteria to be tested,
              the expected outcomes, the governance of the test, and the
              results. Typical items that would appear in a Readiness Test
              include:

              [***]*


              At the request of the Client, Readiness Tests can be grouped with
              the requirement that all grouped Processes pass the Readiness
              Tests before Exult Supplier assumes responsibility for any one of
              such Processes.


              In the event that either party believes that there has been a
              failure to complete a Readiness Test in all material respects, it
              shall provide the other party with a written notice specifying the
              grounds on which it believes the Readiness Test has been failed,
              [***]* of the completion of the Readiness Test. As soon as
              reasonably practicable following the receipt of such notice, the
              parties shall meet to discuss, and if possible, agree whether and
              in what respects the Readiness Test has failed, and to agree a
              plan to conduct a further Readiness Test.


        8.5   Transfer of Responsibility



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<PAGE>   120

              When the Readiness Test for a Process or Process group has been
              completed, Exult Supplier shall commence delivering services using
              the new Process or group of Processes. If applicable, the service
              level measurement period shall commence for that Process or group
              of Processes as defined in the Country Agreement, Schedule B,
              Service Levels. On completion of the measurement period, Exult
              Supplier shall document the Service Levels and measure its
              performance to such Service Levels.


        8.6   Post Implementation Review


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


        9     US COUNTRY TRANSITION SCHEDULE


              See attached Gant Chart


                                       5

<PAGE>   121

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE H


                                    PROJECTS



<PAGE>   122
                                TABLE OF CONTENTS



                                                                                        
1   PROJECTS INCLUDED AS AT COUNTRY COMMENCEMENT DATE....................................    1

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

3   PRO FORMA ISSUES LIST RE PROPOSED PROJECTS...........................................    1



<PAGE>   123

                                   SCHEDULE H


                                    PROJECTS

1       PROJECTS INCLUDED AS AT COUNTRY COMMENCEMENT DATE


        As of the Commencement Date, Exult Supplier and the Client have
        identified the following projects as being in-scope:

        1.1   Peoplesoft and Payroll Integration Project - This project is in
              progress. The primary objective is to assist in successfully
              completing this project. Within [***]* of the Commencement Date of
              the Framework Agreement, Exult Supplier and the Client shall agree
              on an appropriate Project Statement; and

        1.2   ARCO Integration Project - The ARCO Integration Project primary
              objective will be to perform the activities and make the changes
              necessary to integrate the ARCO employees and management into the
              Services. Subject to regulatory approval of the acquisition of
              ARCO by the Client, and [***]* of the Commencement Date or as
              otherwise agreed, Exult Supplier and the Client shall agree to a
              Project Statement for this project.

2       COUNTRY AGREEMENT PROCESS FOR AGREEING NEW PROJECTS AND CHANGES TO
        AGREED PROJECTS


        Client may at any time during the term of this Agreement propose to
        Exult Supplier that it undertakes a new Project pursuant to the Change
        Control Management process. Any such requests will be made and evaluated
        in accordance with the Change Control Management process in Schedule L.

3       PRO FORMA ISSUES LIST RE PROPOSED PROJECTS

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

        3.2   Content of Project statement

             o      Scope of work

             o      Service Level Impact

             o      Impact Analysis including priority

             o      Deliverables [as applicable]



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<PAGE>   124
             o      Acceptance criteria, timeframe & process [ as applicable]

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

             o      Responsibilities

             o      Staffing (implementation and ongoing)

             o      Assumptions

             o      Charges and Payment Terms

             o      Project Manager Contacts

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


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                                       2
<PAGE>   125

                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE I

                                    EMPLOYEES


<PAGE>   126



                                TABLE OF CONTENTS





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


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


3   EMPLOYEES TO BE TRANSFERRED FROM THE CLIENT TO EXULT SUPPLIER........................   2


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                                   SCHEDULE I

                                    EMPLOYEES

1       INTRODUCTION


        This schedule sets forth the Key Employees and the employees to be
        transferred from the Client to Exult Supplier in accordance with
        Schedule J.

2       KEY EMPLOYEES


        As of the Commencement Date each of the parties shall identify the
        individuals for each of the following positions.


        Key Employees for the Client:

        o     BPA Global Project Leader

        o     BPA Regional Project Leader for the UK/Europe

        o     BPA Regional Project Leader for North America

        o     Chemical Stream Lead

        o     Down Stream Lead

        o     Up Stream Lead

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


        Key Employees for Exult Supplier:

        o     Exult Global Project Leader

        o     Exult Regional Project Leader for the UK/Europe

        o     Exult Regional Project Leader for North America

        o     UK/Europe Transition Lead

        o     North America Transition Lead

        o     IT Lead


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

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

        o     Stream Leads: [***]*

        o     Transition/Service Delivery Leads: [***]*; and



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


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        o     IT Lead: [***]*


        Individuals identified as Key Employees will be confirmed in their
        positions within 30 days of the Commencement Date of the Framework
        Agreement. Each will serve in their positions for a minimum of [***]*
        and up to [***]* unless otherwise agreed between the parties.


        At anytime after [***]* one of the parties may request to reassign a Key
        Employee. Reassignment may take place with [***]* and agreement between
        the parties. The parties will make a reasonable effort to accommodate
        and achieve the reassignment and the timing of the reassignment as
        requested.


        [***]*

3       EMPLOYEES TO BE TRANSFERRED FROM THE CLIENT TO EXULT SUPPLIER


        The table below lists the Client employees that shall be transferred
        from the Client to Exult Supplier in accordance with Schedule J. This
        table shall be completed following the Country Commencement Date.



<CAPTION>
              NAME OF EMPLOYEE                BPA STAFF NUMBER                 FULL/PART TIME
        -----------------------------      ------------------------      ----------------------------
                                                                  

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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



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<PAGE>   129


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE J

                         EMPLOYEE TRANSFER ARRANGEMENTS



<PAGE>   130


                                TABLE OF CONTENTS



                                                                                         
1   DEFINITIONS; RULES OF APPLICATION....................................................     1

2   COLLECTIVE BARGAINING EMPLOYEES......................................................     2

3   ASSIGNMENT OF EMPLOYEES..............................................................     2

4   INDEMNITIES..........................................................................     5

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

6   EMPLOYEE INFORMATION ON TERMINATION OR EXPIRATION....................................     7

7   EMPLOYMENT PROVISIONS ON TERMINATION.................................................     7




                                       i
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                                   SCHEDULE J

                         EMPLOYEE TRANSFER ARRANGEMENTS

1       DEFINITIONS; RULES OF APPLICATION

        In this Schedule:

        "ADDITIONAL ASSIGNED EMPLOYEES" means an employee of the Client or a BPA
        Affiliate assigned to Exult Supplier pursuant to Section 3.10.

        "AFFECTED EMPLOYEE" means any employee of the Client or an Appropriate
        Affiliate employed wholly or mainly in providing one or more of the
        Services immediately before the Commencement Date or who is employed
        after the Commencement Date pursuant to Section 3.1.2 and would have
        been an Affected Employee if such person had been employed immediately
        before the Commencement Date.

        "APPROPRIATE AFFILIATE" means, in relation to an Affected Employee, the
        BPA Affiliate which employs that employee immediately prior to the
        relevant In Situ Process Take On or Leveraged Process Take On, as
        appropriate, each as defined in Section 4.2 of Schedule G.

        "ASSIGNED EMPLOYEE" means an Affected Employee in the US who has been
        placed on assignment by the Client or the Appropriate Affiliate to
        perform Services under the direction and control of the Exult Supplier
        at the time of an In Situ Process Take On.

        "ASSIGNMENT" means the period of time during which an Assigned Employee
        is assigned to perform Services under the general supervision and
        control of Exult Supplier pursuant to Section 3.

        "ASSIGNMENT DATE" means the date an Affected Employee becomes an
        Assigned Employee in connection with the relevant In Situ Process Take
        On under Section [4.2] of Schedule G.

        "CURRENT EXULT EMPLOYEE" means an employee of Exult Supplier who is
        [***]*

        "EMPLOYEE OFFERED EMPLOYMENT" means an Affected Employee who is offered
        employment with an Exult Supplier on or after the Commencement Date.

        "EXULT EMPLOYMENT DATE" means the date of hire of a New Exult Employee.

        "NEW EXULT EMPLOYEE" means an Affected Employee who accepts employment
        with an Exult Supplier pursuant to Section 5.1 of this Schedule on or
        after the date of the Commencement Date.

        "REPRESENTED EMPLOYEE" means an Affected Employee who is represented by
        a labor organization under the terms of a written collective bargaining
        agreement with the Client or Appropriate Affiliate.

        "STAFF COSTS" means any and all compensation, benefit costs, damages,
        interest, legal costs, penalties, fines or other liabilities whatsoever,
        arising from any claim by one or more Affected Employees, the Internal
        Revenue Service and state and local taxing agencies with respect to or
        resulting from any employment contract, employment relationship or
        collective bargaining agreement or termination of such relationship with
        an Affected Employee.


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


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<PAGE>   132


        "TERMINATION DATE" means 23.59 local time on the date when this
        Agreement expires or terminates.

        In this Schedule, any reference to an obligation or duty of an
        Appropriate Affiliate shall be treated as an obligation by the Client to
        undertake such obligation itself or cause the Appropriate Affiliate to
        do so.

2       COLLECTIVE BARGAINING EMPLOYEES

        Except for employees who may be represented by the Central States
        Petroleum Union, no Affected Employee is a Represented Employee. The
        Client or the Appropriate Affiliate shall have any and all duties and
        obligations, imposed by terms of the collective bargaining agreement or
        by law, to negotiate with the labor organization that represents the
        Represented Employees with respect to the effects of the transactions
        contemplated by this Agreement on the Represented Employees. The Client
        or the Appropriate Affiliate shall indemnify and hold the Exult Supplier
        harmless from all liability, cost and expense with respect to the
        foregoing duties and obligations to Represented Employees and any
        additional Staff Costs resulting from such negotiations.

3       ASSIGNMENT OF EMPLOYEES

        3.1   RESPONSIBILITY OF THE CLIENT AND APPROPRIATE AFFILIATE.

             3.1.1  As of the relevant In Situ Process Take On Date as set forth
                    in Section 4.2 of Schedule G, the Client and/or Appropriate
                    Affiliate will in accordance with an Affected Employee's
                    individual transition plan agreed to by Exult Supplier and
                    the Client or Appropriate Affiliate place on Assignment to
                    the appropriate Exult Supplier those Affected Employees with
                    respect to the Services to be managed by Exult Supplier In
                    Situ immediately prior to the In Situ Take On Date.

             3.1.2  The Client shall not and shall procure that no Appropriate
                    Affiliate shall employ or engage further employees wholly or
                    mainly in providing one or more of the services similar to
                    the Services after the Process Take On Date for such
                    Services without consultation with Exult Supplier.

        3.2   DURATION

              An Assigned Employee's assignment to Exult Supplier will commence
              on the relevant In Situ Process Take On Date and continue until
              the earlier of (a) the period of the Assigned Employee's
              Assignment ends in accordance with such Assigned Employee's
              individual transition plan, (b) the Assigned Employee's assignment
              is terminated in accordance with Section 3.6, (c) the Assigned
              Employee becomes a New Exult Employee or (d) such other date
              agreed between Exult Supplier and the Client .

        3.3   TERMS AND CONDITIONS OF ASSIGNMENT

             3.3.1  During the Assignment, the Assigned Employees will remain
                    employed by the Client or the Appropriate Affiliate and will
                    be assigned to Exult Supplier on the same terms and
                    conditions of employment as were in effect immediately prior
                    to the Assignment Date, as modified from time to time by the
                    Client or Appropriate Affiliate, provided that notice of
                    such modifications shall be provided to Exult Supplier in
                    sufficient time for Exult Supplier to comply with its
                    obligations in Section 3.3.5.

             3.3.2  During the Assignment, the Assigned Employees will perform
                    the services under the general supervision and control of
                    the Exult Supplier.



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<PAGE>   133



             3.3.3  Prior to the commencement of any Assignment and in
                    sufficient time for Exult Supplier to comply with its
                    obligations under Sections 3.3 and 3.8 the Client or
                    Appropriate Affiliate shall deliver to Exult Supplier copies
                    of the terms and conditions of employment of the Assigned
                    Employees and its relevant non-discrimination,
                    non-harassment and health and safety obligations.

             3.3.4  Subject to Section 3.3.1 and 3.3.3, Exult Supplier will
                    comply with the Assigned Employees' terms and conditions of
                    employment with the Client or Appropriate Affiliate.

             3.3.5  Exult Supplier will maintain a record in a form specified by
                    the Client and/or the Appropriate Affiliate of each Assigned
                    Employee's absences and will notify the Client or the
                    Appropriate Affiliate of such absences and provide a copy of
                    such records to the Client or the Appropriate Affiliate at
                    its request.

        3.4   EMPLOYEE RECORDS FOR ASSIGNED EMPLOYEES

             3.4.1  As soon as reasonably practicable after the Commencement,
                    the Client and the Appropriate Affiliates, subject to any
                    restrictions imposed by law, will deliver to Exult Supplier
                    employment information containing the identity of, job
                    descriptions and skill qualifications of the Assigned
                    Employees, and such other employment information as Exult
                    Supplier shall reasonably request with respect to an
                    Assigned Employee and which the Client or Appropriate
                    Affiliate mutually agrees to provide.

             3.4.2  Exult Supplier shall maintain comprehensive, accurate and up
                    to date employee records in a form to be specified by the
                    Client or Appropriate Affiliate in relation to the Assigned
                    Employees.

        3.5   PAYMENT FOR SERVICES

             3.5.1  As soon as practicable after the Commencement Date and in
                    any event prior to the first Assignment Date the Client
                    and/or each Appropriate Affiliate shall provide Exult
                    Supplier with details of the costs incurred by the
                    Appropriate Affiliate of employing Affected Employees.

             3.5.2  Neither the Client nor the Appropriate Affiliate will
                    increase those costs other than in the ordinary course of
                    business.

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

        3.6   EARLY TERMINATION

             3.6.1  Either party may terminate any Assigned Employee's
                    Assignment immediately by giving written notice to the other
                    if:

                    (i)  the Assigned Employee does or omits to do anything
                         (whether in connection with the Assignment or not)
                         which would allow the Client or the Appropriate
                         Affiliate to terminate his or her employment summarily;
                         or


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


                                       3
<PAGE>   134


                    (ii) the Assigned Employee discloses or misuses any
                         confidential information or material, is convicted of a
                         felony, or engages in conduct related to the Assigned
                         Employee's services for which criminal or civil
                         penalties may be sought .

             3.6.2  Exult Supplier may terminate any Employee on Assignment's
                    Assignment at any time on giving two week's written notice
                    to the other party, provided that in this case only, Exult
                    Supplier's obligation to deduct from charges invoiced to the
                    Client the costs of employing such Assigned Employee on
                    Assignment incurred by the Client or Appropriate Affiliate,
                    shall not cease until the earlier of the end of the
                    Assignment period or the date on which the Assigned
                    Employee's employment with the Appropriate Affiliate ceases.

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

        3.7  DISCIPLINARY MATTERS AND EMPLOYEE COMPLAINTS

             3.7.1  If a dispute arises between an Assigned Employee and Exult
                    Supplier as to the interpretation or application of any of
                    the Assigned Employee's terms and conditions of employment,
                    Exult will consult with the appropriate managers of the
                    Client or Appropriate Affiliate and will abide by their
                    decision. The Assignment shall not preclude an Assigned
                    Employee from utilizing any applicable grievance or
                    complaint procedure available to similarly situated
                    employees of the Client or BPA Affiliate.

             3.7.2  If any disciplinary or grievance matter arises in relation
                    to any of the Assigned Employees during the Assignment,
                    Exult Supplier will notify the Client or the Appropriate
                    Affiliate as soon as reasonably possible. The Client or the
                    Appropriate Affiliate will deal with the matter in
                    accordance with its disciplinary or grievance procedure.
                    Exult Supplier will provide whatever assistance is
                    necessary.

        3.8   NON-DISCRIMINATION, NON-HARASSMENT AND HEALTH AND SAFETY

              Subject to Section 3.3.1 and 3.3.4, Exult Supplier will comply
              with the Client's non-discrimination, non-harassment and health
              and safety obligations in relation to the Assigned Employees,
              provided that Assigned Employees shall comply with Exult
              Supplier's health and safety rules with respect to services
              performed on the Exult Supplier's premises. Exult Supplier will
              co-operate with the Client or the Appropriate Affiliate in respect
              of any action which it wishes to take in respect of the Employee
              on Assignment in order to fulfil such obligations.

        3.9   INTELLECTUAL PROPERTY

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

        3.10  ADDITIONAL ASSIGNED EMPLOYEES


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


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<PAGE>   135


             3.10.1 The Client may assign, for a period to be mutually agreed by
                    the parties, which period shall be at least 12 months from
                    the Commencement Date. , Additional Assigned Employees to
                    Exult Supplier of up to one employee of its choice in Grade
                    20 or above or Brand G or above per 5,000 employees in
                    respect of whom Exult Supplier is providing Services to
                    perform the Services for at least 12 months.

             3.10.2 Assignments under Section 3.10.1 shall be on the same terms
                    and conditions as those set out in Sections 3.1 through
                    3.10, provided, however, that Exult Supplier shall not be
                    required to pay the Client or Appropriate Affiliate for the
                    services of such Additional Assigned Employees and Sections
                    3.2, 3.5 and 3.6.2 shall not apply to such Additional
                    Assigned Employees.

4       INDEMNITIES

        4.1   The Client and each Appropriate Affiliate will indemnify, keep
              indemnified and reimburse Exult Supplier for any Staff Costs
              incurred by Exult Supplier (other than Staff Costs which result
              from an act or deliberate failure to act by Exult Supplier in its
              dealing with an Affected Employee) with respect to an event
              occurring before the Affected Employee becomes a New Exult
              Employee irrespective of when such claim is made, or which relate
              to, arise out of or are connected with any act or omission by the
              Client or the Appropriate Affiliate, or which arise from any
              claims by any Affected Employees pursuant to any employee benefit
              plan or program of the Client or BPA Affiliate;

        4.2   Subject to Section 4.1, Exult Supplier will indemnify the Client
              and each Appropriate Affiliate and keep the Client and each
              Appropriate Affiliate, indemnified against any Staff Costs which
              relate to, arise out of or are connected with any act or
              deliberate failure to act by Exult Supplier having its origin on
              or after the commencement of an Assignment and which the Client or
              Appropriate Affiliate incurs in relation to any contract of
              employment, employment relationship or collective agreement
              (except to the extent such cost relates to the Client's duty of
              effects bargaining under Section 2) concerning one or more of the
              Assigned Employees.

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

5       OFFER OF EMPLOYMENT

        5.1   At any time after the Commencement Date, Exult Supplier may offer
              to employ an Affected Employee on such terms and conditions as the
              Exult Supplier shall determine.

        5.2   As soon as reasonably practicable after the Commencement Date, the
              Client and the Appropriate Affiliates, subject to any restrictions
              imposed by law, will deliver to Exult Supplier employment
              information containing the identity of, job descriptions and skill
              qualifications of the Affected Employees, and such other
              employment information as Exult Supplier shall reasonably request
              with respect to an Affected Employee and which the Client or
              Appropriate Affiliate mutually agrees to provide. As soon as
              reasonable practicable after delivery to the Client or Appropriate
              Affiliate of a written release agreement from an Affected
              Employee, the Client or Appropriate Affiliate shall also deliver
              to Exult Supplier such additional employment information the
              release of which is authorized by such Affected Employee's release
              agreement. The Client and Exult Supplier shall provide reasonable
              cooperation with Exult Supplier's collection of employment
              information for the Affected Employees, including the
              establishment of the form of any release agreements and the
              procedures for requesting Affected Employees to provide such
              releases agreements.



                                       5
<PAGE>   136


        5.3   The Client or Appropriate Affiliate shall cause each New Exult
              Employee to be fully vested in such Assigned Employees' accrued
              benefits under the Client's or Appropriate Affiliates' retirement
              and savings plans.


        5.4   Exult Supplier shall permit each New Exult Employee to enroll in
              Exult Supplier's benefit plans and programs under [***]*

             5.4.1  [***]*

             5.4.2  Exult Supplier will offer coverage under Exult Supplier's
                    health and welfare benefit plans to New Exult Employees and
                    their dependents in accordance with the terms of the Exult
                    Supplier's health and welfare benefit plans; [***]* The
                    Client or Appropriate Affiliate shall be responsible for
                    all health and welfare claims that are incurred by employees
                    prior to the date they become employees of Exult Supplier.
                    The Exult Supplier's health and welfare plans shall be
                    responsible for all health and welfare claims that are
                    incurred by employees after the effective date of their
                    coverage by the Exult Supplier's plan.

             5.4.3  [***]* The Client or Appropriate Affiliate will be
                    responsible for all vacation benefits accrued by employees
                    up to the effective date of their employment by the Exult
                    Supplier. The Client or Appropriate Affiliate will pay out
                    all accrued but unused vacation pay to its employees who
                    accept employment with Exult Supplier according to the
                    Client or Appropriate Affiliate's practices. Exult Supplier
                    shall provide vacation according to Exult Supplier's
                    vacation policies, [***]* Except as specifically provided
                    for in Section 4.4, Exult Supplier shall not be required
                    to provide a New Exult Employee with credit under my benefit
                    plan or program or payroll practice for service with the
                    Client or the Appropriate Affiliate.

             5.4.4  The Client or Appropriate Affiliate shall be responsible for
                    all workers' compensation claims of an Affected Employee
                    timely filed, either prior to or subsequent to the date an
                    Affected Employee becomes a New Exult Employee for instances
                    of injury or illness, arising from or incurred in the course
                    of employment, that occur prior to the date the Affected
                    Employee becomes a New Exult Employee. Exult Supplier shall
                    be responsible for all workers' compensation claims of a New
                    Exult Employee for instances of injury or illness, arising
                    from or incurred in the course of employment, that occur on
                    and after the date an individual becomes a New Exult
                    Employee.

        5.5   The Client or Appropriate Affiliate shall provide COBRA health
              care continuation coverage under the Client's or Appropriate
              Affiliate's group health benefit plans (as amended from time to
              time) to each qualified beneficiary under such plans. The Client
              or Appropriate Affiliate shall not terminate its sponsorship of a
              group health plan in connection with the transactions contemplated
              by this Agreement and shall continue to maintain a group health
              benefit plan and provide COBRA coverage for the maximum COBRA
              coverage period applicable to each qualified beneficiary under the
              Client or Appropriate Affiliate's group health plans who is, or
              whose qualifying event occurred in connection with, an Affected
              Employee.

        5.6   The Client or the Appropriate Affiliate will be responsible for
              compliance with all laws, rules, ordinances and regulations
              respecting termination of any Affected Employees, including,
              without limitation, the Worker Adjustment, Notification and
              Training Act, 29 U.S.C. Section 2101 et. seq. ("WARN") and any
              similar state or local laws. Exult Supplier will



                                       6
<PAGE>   137

              provide such reasonable cooperation as is requested by the Client
              or the Appropriate Affiliate to comply with such laws, rules,
              ordinances and regulations.

6       EMPLOYEE INFORMATION ON TERMINATION OR EXPIRATION

        Two months before the expiration of this Agreement, or if this Agreement
        has been terminated earlier for any reason within two weeks of being
        requested to do so by the Client, Exult Supplier will provide to the
        Client the following information in relation to all Current Exult
        Employees who are employed exclusively in providing the Services:

        6.1   the total number of the Current Exult Employees by name and
              geographic location (including those on a leave of absence and who
              have a statutory or contractual right to return to work);

        6.2   details of all collective bargaining agreements and arrangements
              entered into in relation to the Current Exult Employees who are
              represented by a labor union with any collective bargaining group.

7       EMPLOYMENT PROVISIONS ON TERMINATION

        On termination or expiration of this Agreement, the following provisions
        will apply:

        7.1   The Client, Appropriate Affiliate, any other BPA Affiliate, Exult
              Supplier or a Successor Operator may, at its absolute discretion,
              offer to employ one or more of the Current Exult Employees after
              the Transfer Date. The Exult Supplier will not discourage a
              Current Exult Employee from accepting such offer and the Exult
              Supplier shall release any Current Exult Employee who accepts such
              offer of employment from its employment obligations to the Exult
              Supplier (other than confidentiality obligations).

        7.2   The Client and Appropriate Affiliate shall not for a period of
              [***]* solicit or induce any employee of an Exult Supplier other
              than a Current Exult Employee to terminate his or her employment
              with the Exult Supplier. The Client or Appropriate Affiliate shall
              cause its agreement with a Successor Operator to provide that
              Successor Operator will not solicit or induce any employee of an
              Exult Supplier other than a Current Employee to terminate his or
              her employment with the Exult Supplier.


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


                                       7
<PAGE>   138


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE L

                            CHANGE CONTROL MANAGEMENT


<PAGE>   139


                                TABLE OF CONTENTS




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

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

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

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

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

6  REPORTING............................................................................    4


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                                   SCHEDULE L

                            CHANGE CONTROL MANAGEMENT

This Schedule sets out the procedure to be followed for any Proposed Change to
the Framework Agreement or any Country Agreement.

1       CHANGE REQUESTS

        1.1   Either party may request a Proposed Change by submitting a Change
              Request in accordance with the following process.

        1.2   The Change Request shall be divided into two (2) sections. Section
              One shall contain the general information regarding the Proposed
              Change and shall be completed by the Country Representative of the
              submitting party. Section Two shall contain the impact analysis
              for the Proposed Change, which shall be completed by the Exult
              Supplier Country Representative.

        1.3   In each Country, Change Requests shall be presented by the Country
              Representative of the submitting party to the other party's
              Country Representative or designee who shall acknowledge receipt
              by signature of the Change Request.

        1.4   Any Proposed Change which has a potential impact on more than one
              Country shall have a Change Request completed for each impacted
              Country.

2       CLASSIFICATION OF THE CHANGE REQUEST

        The Exult Supplier Country Representative and the Client Country
        Representative shall agree to the classification of the Change Request
        as follows:

        2.1   Where it is determined that the Proposed Change is an Operational
              Change, the Proposed Change shall be evaluated as set out in
              Section 3.1.

        2.2   Where it is determined that the Proposed Change is a change to the
              Client's Policies and Procedures, the proposed change shall be
              evaluated as set out in Section 3.2.

        2.3   Where it is determined that the Proposed Change is a Project, the
              Proposed Change shall be evaluated as set out in Section 3.3.

        2.4   Where it is determined that the Proposed Change is a change to the
              terms and conditions of the Country Agreement or a change related
              to the Schedules of the Country Agreement which is not related to
              a specific Project or to a change to Client's Policies and
              Procedures, the Proposed Change shall be evaluated as set out in
              Section 3.4.

        2.5   Where it is determined that the Proposed Change should not
              proceed, the Change Request shall be rejected and returned to the
              submitting party.

        If the Exult Supplier's Country Representative and the Client's Country
        Representative cannot agree to the classification of the Change Request,
        then the Change Request shall be referred to the Regional Governance
        Panel for classification.



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<PAGE>   141


3       EVALUATION OF THE PROPOSED CHANGE

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

        3.1   Operational Changes

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

        3.2   Changes to Client's Policies and Procedures

             3.2.1  Exult Supplier shall perform the impact analysis as
                    described in Section 4.

             3.2.2  The Exult Supplier Country Representative shall submit the
                    Proposed Change, including the Impact Analysis, to the
                    Client Country Representative.

             3.2.3  Based on the results of the impact analysis, the Client
                    Country Representative shall, within a reasonable timeframe:

                    (i)  approve the Proposed Change and proceed to its
                         implementation subject to Section 5 of this Schedule;
                         or

                    (ii) request Exult Supplier in writing to re-submit the
                         Proposed Change stating which items of information it
                         is dissatisfied with, in which case Exult Supplier
                         shall re-submit the Proposed Change within a reasonable
                         timeframe; or

                    (iii) reject the Change Request in which case the Agreement
                         shall continue un-amended.

        3.3   Projects

             3.3.1  Exult Supplier shall perform the impact analysis as
                    described in Section 4.

             3.3.2  Exult Supplier shall prepare a Project Statement as set out
                    in Schedule H.

             3.3.3  The Exult Supplier Country Representative shall submit the
                    Proposed Change, including the Project Statement, to the
                    Client Country Representative

             3.3.4  Based on the results of the impact analysis, the Client
                    Country Representative shall, within a reasonable timeframe:

                    (i)  approve the Proposed Change and the Project Statement
                         and proceed to its implementation subject to Section 5
                         of this Schedule; or

                    (ii) request in writing that Exult Supplier re-submit the
                         Proposed Change and Project Statement stating which
                         items of information it is dissatisfied with, and Exult
                         Supplier shall re-submit the Proposed Change and
                         Project Statement within a reasonable timeframe; or

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



                                       2
<PAGE>   142

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

             3.4.1  Exult Supplier shall perform the impact analysis as
                    described in Section 4.

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

4       IMPACT ANALYSIS

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

        4.2   If the Client Country Representative determines that the Proposed
              Change should not proceed, the Change Request shall be rejected
              and returned to the submitting party.

        4.3   If the Client Country Representative decides to proceed, Exult
              Supplier shall, as soon as reasonably practicable and acting in
              good faith, conduct an impact analysis to assess and evaluate the
              impact of the Proposed Change having regard to all relevant
              factors including the following:

              [***]*

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

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

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

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

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

             4.4.5  the terms and conditions on which Exult Supplier is willing
                    to provide the Project, which shall so far as reasonably
                    appropriate shall be consistent with the terms and
                    conditions on which the Services are provided under this
                    Agreement; and

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

        [***]*



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

                                       3
<PAGE>   143


5       APPROVAL

        Subject to the delegated financial authority limits provided by the
        relevant Client Global Commercial Contract Leader and Client Regional
        Commercial Contract Leader, the following approval levels shall apply.

        5.1   Change Requests that are classified as Operational Changes shall
              be approved by the Client's Country Representative and Exult
              Supplier's Country Representative or their designees except where
              Operational Changes do not impact Client activities or costs, in
              which case the Exult Country Representative or its designee may
              approve the change.

        5.2   Change Requests that are classified as changes to the Client's
              Policies and Procedures shall be approved by the Client Country
              Representative.

        5.3   Change Requests that are classified as Projects shall be approved
              by the Client's Country Representative.

        5.4   Change Requests that are classified as changes to the terms and
              conditions of the Country Agreement or as changes related to the
              Schedules of the Country Agreement which are not related to a
              specific Project or to a change to the Client's Policies and
              Procedures, shall be approved by the Regional Governance Panel. In
              the event that such changes have global implications, the Change
              Request shall be approved by the Global Governance Panel.

        Neither party shall be obliged to comply with any Proposed Changes
        unless and until approval has been given in accordance with this Change
        Control Management process and, pending approval, no Change shall be
        made to the Services or to the Framework and Country Agreements.

6       REPORTING

        A consolidated report of all Change Requests shall be presented by the
        Exult Supplier Country Representative to the Regional Governance Panel
        on a monthly basis. The Regional Governance Panel shall report Change
        Requests on a quarterly basis to the Global Governance Panel.



                                       4
<PAGE>   144


                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS



<PAGE>   145


                                   SCHEDULE M


                          APPROVED EXULT SUBCONTRACTORS


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


[***]*



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


                                       1
<PAGE>   146


                         UNITED STATES COUNTRY AGREEMENT

                                   SCHEDULE O

                            BPA POLICIES AND CONTROLS



                                       1
<PAGE>   147

                                   SCHEDULE O

                            BPA POLICIES AND CONTROLS

1       PART 1

        The following Controls have been submitted to Exult in writing and Exult
        shall fulfil its obligation under this Agreement in accordance with such
        Controls.

                                     [***]*



2       PART 2

        The following Controls shall be reviewed and evaluated by BPA and Exult
        in accordance with this Agreement.

                                     [***]*

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

<PAGE>   148
                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE P


                         GLOBAL GOVERNANCE ARRANGEMENTS




<PAGE>   149

                                TABLE OF CONTENTS





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


2           GLOBAL GOVERNANCE PANEL.........................................................................................1


3           REGIONAL GOVERNANCE PANEL.......................................................................................2


4           COUNTRY REPRESENTATIVES.........................................................................................3


5           EXECUTIVE STEERING COMMITTEE....................................................................................4


6           REGIONAL STEERING COMMITTEES....................................................................................5


7           CONTRACT ADMINISTRATION DOCUMENTS...............................................................................6




                                       i

<PAGE>   150

                                   SCHEDULE P

                         GLOBAL GOVERNANCE ARRANGEMENTS


1       INTRODUCTION


        For the purposes of this Schedule, Exult shall mean Exult Supplier where
        appropriate; BPA shall mean the Client, where appropriate.

2       GLOBAL GOVERNANCE PANEL

        2.1     As soon as reasonably practicable following the Commencement
                Date a Global Governance Panel will be established by the
                parties to focus primarily on global strategic issues. It is
                agreed that the Global Governance Panel should not be involved
                in day-to-day issues.

        2.2     The Global Governance Panel will be comprised of 4 voting
                members as follows:

                2.2.1   one Global Project Leader from each of Exult and BPA
                        (who will also be members of the Executive Steering
                        Committee); and

                2.2.2   one Global Commercial Contract Leader from each of Exult
                        and BPA.

        2.3     The initial members of the Global Governance Panel are:


                BPA Global Project Leader


                Exult Global Project Leader


                BPA Global Commercial Contract Leader


                Exult Global Commercial Contract Leader


                Each party shall wherever reasonably practicable give the other
                3 months written notice in the event it wishes to change its
                representatives on the Global Governance Panel.

        2.4     The Global Governance Panel shall be chaired alternately by a
                BPA representative and an Exult representative.

        2.5     The Global Governance Panel will meet no less than quarterly,
                and at other times as agreed between the parties. The meetings
                will be arranged to synchronise with those of the Regional
                Governance Panels and will take place approximately two weeks
                after meetings of the Regional Governance Panels.

        2.6     Voting will be on a unanimous basis and a full quorum will be
                required for voting purposes.

        2.7     The responsibilities of the Global Governance Panel will
                include:

                2.7.1   reviewing the overall performance of the parties'
                        respective roles and responsibilities under this
                        Agreement and of their respective Affiliates under the
                        Country Agreements;

                2.7.2   reviewing significant recommendations and suggestions
                        made by the Executive Steering Committee relating to the
                        Services and/or this Agreement or any Country Agreement
                        and initiate appropriate actions;



                                       1
<PAGE>   151

                2.7.3   submitting quarterly performance review reports to the
                        Executive Steering Committee for its guidance and
                        recommendations;

                2.7.4   when referred to it by any of the Regional Governance
                        Panels, considering and agreeing changes in accordance
                        with the Change Control Management procedure;

                2.7.5   seeking to resolve any Dispute referred to it in
                        accordance with the Dispute Resolution Procedure.

        2.8     The parties shall procure that the members of the Global
                Governance Panel shall, at all times, act reasonably and in good
                faith having due regard to the interests of all parties.

3       REGIONAL GOVERNANCE PANEL

        3.1     As soon as reasonably practicable at the time of contracting the
                first Country in a region a Regional Governance Panel will be
                established by the parties for that Region to focus primarily on
                regional strategic issues. It is agreed that the Regional
                Governance Panels should not be involved in day-to-day issues.

        3.2     Each Regional Governance Panel will be comprised of 4 voting
                members as follows:

                3.2.1   one Regional Project Leader from each of Exult and BPA;
                        and

                3.2.2   one Regional Commercial Contract Leader from each of
                        Exult and BPA.

        3.3     The Regional Governance Panel shall be chaired alternately by a
                BPA representative and an Exult representative.

        3.4     The Regional Governance Panel will meet monthly, and at other
                times as agreed between the parties. The meetings will be
                arranged to synchronise with those of the Global Governance
                Panel as appropriate and will take place approximately two weeks
                before the meetings of the Global Governance Panel.

        3.5     Voting will be on a unanimous basis and a full quorum will be
                required for voting purposes.

        3.6     The responsibilities and authorities of the Regional Governance
                Panel will be determined and delegated in each case by the
                Global Governance Panel and may include matters within the
                relevant Region such as:

                3.6.1   agreeing an efficient and effective Due Diligence
                        Exercise in each relevant Country;

                3.6.2   managing the internal interfaces with the Participating
                        Affiliates and the Exult Participating Affiliates in
                        relation to the Framework Agreement and the relevant
                        Country Agreements;

                3.6.3   addressing, co-ordinating and prioritising with issues
                        affecting the provision of the Services to Participating
                        Affiliates under the Country Agreements as referred to
                        it by the Country Representatives;

                3.6.4   reviewing the overall performance of the parties'
                        respective Affiliates under the relevant Country
                        Agreements;

                3.6.5   reviewing significant recommendations and suggestions
                        made by Regional Steering Committee relating to the
                        Services and/or any relevant Country Agreements and
                        initiate appropriate actions;



                                       2
<PAGE>   152

                3.6.6   submitting quarterly performance review reports to the
                        Regional Steering Committee for its guidance and
                        recommendations;

                3.6.7   submit quarterly performance review reports to the
                        Global Governance Panel.

                3.6.8   managing Change Requests outside the authority of the
                        relevant Country Representative and otherwise in
                        accordance with the Change Control Management procedure;

                3.6.9   seeking to resolve any Disputes referred to in
                        accordance with the Dispute Resolution Procedure;

                3.6.10  referring matters outside its authority to the Global
                        Governance Panel;

                3.6.11  identifying issues which may have an impact outside the
                        relevant Region and referring these to the Global
                        Governance Panel as required; and

                3.6.12  monitoring and reviewing the ongoing status of Third
                        Party Contracts which are not Transferred to Exult
                        Supplier.

        3.7     The parties shall procure that the members of the Regional
                Governance Panel shall, at all times, act reasonably and in good
                faith having due regard to the interests of all parties.

4       COUNTRY REPRESENTATIVES

        4.1     As soon as reasonably practicable following a Country
                Commencement Date, BPA and Exult shall procure that, the
                relevant Affiliates each appoint a Country Representative in
                respect of that Country.

        4.2     The Country Representatives will have day-to-day responsibility
                for managing the operation of the Country Agreement and
                supervising the co-operation and other matters between the
                parties.

        4.3     The responsibilities and authorities of each Country
                Representative will be determined and delegated in each case by
                the relevant Regional Governance Panel and may include matters
                such as:

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

                4.3.2   interpretation of the Agreement;

                4.3.3   ensuring efficient flow of documentation under the
                        Agreement;

                4.3.4   handling of Disputes within the authority of the Country
                        Representative and referring others to the Regional
                        Governance Panel in accordance with the Dispute
                        Resolution Procedure;

                4.3.5   handling of Change Requests within the authority of the
                        Country Representative and referring others to the
                        Regional Governance Panel in accordance with the Change
                        Control Procedure;

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

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



                                       3
<PAGE>   153

                4.3.8   generally dealing with any matter or issue arising out
                        of or in connection with the Country Agreement within
                        the delegated authority of, the Country Representative;

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

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

        4.4     The parties shall procure that the Country Representatives
                shall, at all times, act reasonably and in good faith having due
                regard to the interests of all parties.

5       EXECUTIVE STEERING COMMITTEE

        5.1     As soon as reasonably practicable following the Commencement
                Date an Executive Steering Committee will be established by the
                parties to focus primarily on global relationship issues. It is
                agreed that the Executive Steering Committee should not be
                involved in day-to-day issues.


                The Executive Steering Committee will be comprised as follows:


                For BPA:

                5.1.1   the Executive Steering Committee shall be chaired by a
                        BPA Group representative;

                5.1.2   one Global Project Leader from BPA (who will also be a
                        member of the Global Governance Panel);

                5.1.3   four business stream representatives; and

                5.1.4   one IT representative.


                For Exult:

                5.1.5   one Exult corporate executive representative;

                5.1.6   one Global Project Leader who will also be a member of
                        the Global Governance Panel; and

                5.1.7   IT/e-commerce/services representation.


                Each party shall wherever reasonably practicable give the other
                3 months written notice in the event it wishes to change its
                representatives on the Global Governance Panel.

        5.2     The Executive Steering Committee will meet quarterly, and at
                other times as agreed between the parties.

        5.3     The Executive Steering Committee shall be a non-voting body.

        5.4     The responsibilities of the Executive Steering Committee will
                include:

                5.4.1   reviewing the global relationship issues arising out of
                        the Framework Agreement and the Country Agreements;

                5.4.2   reviewing significant recommendations and suggestions
                        made by the Regional Steering Committee relating to
                        issues affecting the relationships between the parties
                        and relationships between the stakeholders;



                                       4
<PAGE>   154

                5.4.3   reviewing performance and providing advice and guidance
                        to the Global Governance Panel for Performance
                        improvement and making recommendations directly to BPA
                        and Exult on issues affecting the relationships between
                        the parties and relationships between the stakeholders.

        5.5     The parties shall procure that the members of the Executive
                Steering Committee shall, at all times, act reasonably and in
                good faith having due regard to the interests of all parties.

6       REGIONAL STEERING COMMITTEES

        6.1     At the same time as a Regional Governance Panel is established a
                Regional Steering Committee will be established by the parties
                for that Region to focus primarily on issues effecting
                relationships between the parties and between the stakeholders
                in the relevant Region. It is agreed that the Regional Steering
                Committees should not be involved in day-to-day issues.

        6.2     The Regional Steering Committee will be comprised as follows:

                6.2.1   one member of the relevant Regional Governance Panel
                        from each of Exult and BPA;

                6.2.2   two other appropriate representatives from Exult such as
                        the IT manager, the Service Centre Manager or
                        representatives from equivalent roles; and

                6.2.3   up to four other representatives from BPA.

        6.3     The Regional Steering Committees shall be chaired by a BPA
                representative.

        6.4     The Regional Steering Committees will meet quarterly or
                otherwise, at times as agreed between the parties and will be
                synchronised to precede the Executive Steering Committee
                meetings.

        6.5     The Regional Steering Committees shall be non-voting bodies.

        6.6     The responsibilities and authorities of the Regional Steering
                Committees will be determined and delegated in each case by the
                Executive Steering Committee and may include matters such as;

                6.6.1   reviewing the Regional relationship issues arising out
                        of the Framework Agreement and of the relevant Country
                        Agreements;

                6.6.2   reviewing significant recommendations and suggestions
                        made by the Country Representatives relating to issues
                        affecting the relationships between the parties and
                        relationships between the stakeholders in the relevant
                        Region;

                6.6.3   reviewing performance and providing advice and guidance
                        to the Regional Governance Panel for performance
                        improvement and making recommendations directly to the
                        Executive Steering Committee on issues affecting the
                        relationships between the parties [and relationships
                        between the Stakeholders];

                6.6.4   submitting quarterly reviews to the Executive Steering
                        Committee.

        6.7     The parties shall procure that the members of the Regional
                Steering Committees shall, at all times, act reasonably and in
                good faith having due regard to the interests of all parties.



                                       5
<PAGE>   155

7       CONTRACT ADMINISTRATION DOCUMENTS

        7.1     All contract administration documents shall be in English unless
                required otherwise by any law of a Country, in which case
                contract administration documents shall be prepared in both
                English and the language required by law of the relevant
                Country.








                                       6
<PAGE>   156


                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE Q


                                 DATA PROTECTION



<PAGE>   157

                                TABLE OF CONTENTS




                                                                                                           
1           DEFINITIONS............................................................................................1

2           PROCESSOR'S OBLIGATIONS AND WARRANTIES.................................................................2

3           DATA EXPORT............................................................................................4

4           WARRANTY...............................................................................................5

5           BPA'S OBLIGATIONS......................................................................................5







                                        i
<PAGE>   158
                                   SCHEDULE Q

                                 DATA PROTECTION

                                     PART I


                           DATA PROCESSING OBLIGATIONS


1       DEFINITIONS


        For the purposes of this Schedule, the following terms shall have the
        following meanings:

        "AGREEMENT" means this Agreement and each Country Agreement;

        "APPROPRIATE TECHNICAL AND ORGANISATIONAL MEASURES" means such necessary
        measures that need to be taken in order to guarantee the security of the
        personal data and to avoid unauthorised, accidental or unlawful
        alteration, loss, disclosure, access to and processing of the personal
        data, taking account of the state of technology and the cost of their
        implementation, the nature of the personal data stored, and the risks
        posed by the processing whether they arise from human action or from
        physical or natural means. Specific regard shall be had to any relevant
        guidance, if any, provided by the Authority in each Country;

        "AUTHORITY" means the relevant data protection authority in the Country;

        "AUTOMATED DECISION" means a decision which produces legal effects or
        significantly affects a data subject and which is based solely on
        automated processing of data intended to evaluate certain personal
        aspects such as performance at work, creditworthiness, reliability and
        conduct etc;

        "BPA" means BPA and each BPA Participating Affiliate;

        "CLIENT PERSONAL DATA" means any personal data Processed by Exult
        Supplier for or on behalf of BPA in the context of the provision of the
        Services;

        "DATA SUBJECT" is one who can be identified, directly or indirectly, in
        particular by reference to an identification number or to one or more
        factors specific to his physical, physiological, mental, economic,
        cultural or social identity from any personal data;

        "DIRECTIVES" means the European Union Directive entitled "Directive
        95/46/EC of the European Parliament and of the Council of 24 October
        1995 on the protection of individuals with regard to the processing of
        personal data and on the free movement of such data" and the European
        Union Directive entitled "Directive 97/66/EC concerning the processing
        of personal data and the protection of privacy in the telecommunications
        sector";

        "EXULT" means Exult and each Exult Participating Affiliate;

        "IMPLEMENTING LEGISLATION" means the legislation and any guidance,
        policy or recommendations providing by the Authority (if any) in the
        Country which implements the Directives;

        "PERSONAL DATA" means any information relating to an identified or
        identifiable natural person. For the purposes of this definition, an
        identifiable person is one who can be identified, directly or
        indirectly, in particular by reference to an identification number or to
        one or more factors specific to his physical, physiological, mental,
        economic, cultural or social identity;

        "PROCESS" or "PROCESSING" means any operation or set of operations which
        is/are performed upon personal data, whether or not by automatic means,
        including collection, recording, organisation, storage, adaptation or
        alteration, retrieval, consultation, use, disclosure by



                                       1
<PAGE>   159

        transmission, dissemination or otherwise making available, alignment or
        combination, blocking, erasure or destruction;

        "PURPOSES" means the purposes for which BPA personal data is to be
        Processed, as may be amended from time to time by the parties, and as
        currently set out in Schedule A (Scope of Services);

        "SENSITIVE DATA" means personal data revealing racial or ethnic origin,
        political opinions, religious or philosophical beliefs, trade-union
        membership, or health or sex life;

        "THIRD COUNTRY" means any country outside the European Economic Area.

2       PROCESSOR'S OBLIGATIONS AND WARRANTIES

        2.1     GENERAL OBLIGATIONS


                Exult hereby agrees during the term of the Agreement:

                2.1.1   to act only solely on the instructions of BPA and in so
                        doing to process BPA personal data on behalf of BPA
                        solely for the Purposes;

                2.1.2   to process BPA personal data in accordance with the
                        Directives and Implementing Legislation if the personal
                        detail is subject to the Directives; and

                2.1.3   to process BPA personal data in accordance with the
                        provisions of this Agreement.

        2.2     SPECIFIC OBLIGATIONS

                Without limiting the generality of Section 2.1, Exult shall;

                2.2.1   REGISTRATION AND AUTHORITY

                        Ensure that it has the necessary legal authority for the
                        purpose of processing BPA personal data for the Purposes
                        in accordance with the terms of this Agreement;

                2.2.2   SECURITY

                        Prior to any processing of BPA personal data:

                        (i)     put in place appropriate technical and
                                organisational measures to protect BPA personal
                                data (including suitable measures to protect
                                Sensitive Data) against accidental or unlawful
                                destruction or accidental loss, alteration,
                                unauthorised disclosure or access and against
                                all other unlawful forms of processing;

                        (ii)    put in place adequate security programmes and
                                procedures to ensure that unauthorised persons
                                will not have access to the equipment used to
                                process BPA personal data, and that any persons
                                it authorises to have access to BPA personal
                                data will respect and maintain the
                                confidentiality and security of BPA personal
                                data; and

                        (iii)   have reviewed and to continue to review its
                                security programmes and procedures to ensure
                                that they are adequate, having regard to
                                industry good practice and the cost of their
                                implementation at that time; and

                        (iv)    once processing has commenced in accordance with
                                this Agreement, if at any time Exult becomes
                                aware of any breach in security advise



                                       2
<PAGE>   160

                                BPA forthwith of the nature and extent of the
                                breach and shall take all necessary remedial
                                action and shall indemnify BPA against all
                                costs, damages or other losses arising out of
                                such breach, except to the extent such loss
                                results from BPA failing to perform its
                                obligations in Section 5 below.

                2.2.3   ASSISTANCE AND ENQUIRIES

                        (i)     without limitation to the other provisions of
                                this Agreement, take all reasonable steps to
                                enable BPA to comply with its obligations under
                                the Directives and relevant Implementing
                                Legislation in relation to BPA personal data,
                                promptly upon being notified of such steps by
                                BPA;

                        (ii)    upon receiving any request for information or
                                assistance in relation to BPA personal data,
                                from BPA, the Authority, other regulatory body
                                in which has jurisdiction or a data subject,
                                Exult will promptly provide all relevant
                                information to BPA or the Authority as requested
                                by BPA;

                        (iii)   promptly appoint an individual (a "Data
                                Protection Officer") within its organisation
                                authorised to respond to any enquiries made
                                pursuant to this Section 2.2.3 or otherwise in
                                relation to this Agreement and with such other
                                roles, responsibilities and powers (if any) as
                                may be required by the laws implementing the
                                Directives in the jurisdiction of BPA and shall
                                promptly notify the details of this individual
                                to BPA.

                2.2.4   ENFORCEMENT

                        Recognise and agree BPA employees may enforce against
                        Exult any of their rights as Data Subjects under the
                        Directives or Implementing Legislation in relation to
                        the processing by Exult of the BPA personal data;

                2.2.5   DATA QUALITY

                        Subject to Section 2.1.1 above, to, where necessary,
                        maintain the accuracy of BPA personal data and keep it
                        up to date. Exult shall comply with all instructions
                        from BPA or any data subject to whom BPA personal data
                        relates to rectify, delete and update any BPA personal
                        data and, if so requested by BPA, shall notify in
                        writing BPA and/or the data subject as appropriate
                        within a reasonable time that it has done so.

                2.2.6   DATA EXPORT

                        Not export from any Country within the European Economic
                        Area any BPA personal data to any Third Country without
                        BPA's prior written consent such consent not to be
                        unreasonably withheld or delayed provided that BPA has
                        given such consent in relation to the USA;

                2.2.7   ACCESS

                        If the personal data is subject to the Directives,
                        provide the data subject with the same rights of access,
                        correction, blocking, suppression or deletion available
                        to such individual in the relevant Countries which are
                        subject to the Directives;

                2.2.8   DISCLOSURE

                        (i)     not to disclose, either free of charge or in
                                return for payment, not even for its
                                preservation, any BPA personal data to any other
                                legal or natural person other than where BPA has
                                given its prior written consent to such
                                disclosure or where there is a legal obligation
                                or there



                                       3
<PAGE>   161

                                is a regulatory obligation or where Exult is
                                responding to a request from the Authority or
                                other authorial regulatory body, in which case
                                BPA must, where this is permitted by law, be
                                informed where practicable prior to such
                                disclosure; and

                        (ii)    where BPA has consented to a disclosure in
                                accordance with 2.2.6(i) above, BPA may require
                                Exult to procure any disclosee to whom BPA
                                personal data is disclosed pursuant to such
                                clause to enter into an agreement for the
                                protection of personal data in similar terms to
                                this Agreement.

                2.2.9   RETENTION AND DESTRUCTION

                        Keep BPA personal data in such form as shall permit the
                        identification of data subjects for no longer than is
                        necessary for the Purposes of providing the Services or
                        as instructed by BPA;

                2.2.10  AUDIT

                        Submit its facilities used to process personal data,
                        data files and documentation needed for processing for
                        auditing and/or certification by BPA (or other duly
                        qualified auditors of inspection authorities not
                        reasonably objected to by Exult and approved by BPA) on
                        reasonable notice and at reasonable times to ascertain
                        compliance with the obligations and warranties in this
                        Schedule; and

                2.2.11  EMPLOYEE COMPLIANCE

                        Ensure the compliance of its employees from time to time
                        with the terms of this Schedule.

3       DATA EXPORT

        3.1     If BPA consents to the export of BPA personal data in accordance
                with Section 2.2.6 of this Schedule and if the personal data is
                subject to the Directives it shall ensure that the party to whom
                BPA personal data is exported shall:

        3.1.1   process BPA personal data in accordance with any industry or
                other codes of practice to which it subscribes and in accordance
                with the data protection principles set out in the Directive,
                including without limitation the principles in Article 6 of the
                Directive relating to data quality and Article 17 of the
                Directive relating to security;

        3.1.2   provide the data subject with the same rights of access,
                correction, blocking, suppression or deletion available to such
                individual Countries in which the personal data is subject to
                the Directives;

        3.1.3   process BPA personal data purposes of and to the extent required
                to provide the Services;

        3.1.4   maintain the accuracy of the data and keep it up to date;

        3.1.5   comply with all instructions from BPA to rectify, delete and
                update any personal data and confirm to BPA within a reasonable
                time that it has done so;

        3.1.6   appoint, and identify to BPA and, if requested by BPA to the
                Authority, an individual within its organisation authorised to
                respond to enquiries from the Authority or a data subject
                concerning its processing of his or her personal data;



                                       4
<PAGE>   162

4       WARRANTY

        Exult warrants that it will process BPA personal data only:

        4.1     for the purposes of and to the extent required to provide the
                Services;

        4.2     to the extent they are applicable, in accordance with the
                Directives and the provisions of the Implementing Legislation;
                and

        4.3     in accordance with the provisions of this Agreement.

5       BPA'S OBLIGATIONS

        5.1     BPA warrants that:

                5.1.1   it will obtain the written consent of all Data Subjects
                        whose personal data may be processed by Exult as part of
                        the Services under this Agreement;

                5.1.2   it will indemnify and hold harmless Exult against all
                        costs, damages or other losses caused by any inaccuracy
                        in the personal data which BPA provides to Exult and
                        which results in Exult having any enforcement
                        proceedings taken by BPA employees and/or Authorities;

                5.1.3   it shall ensure that it is permitted under its
                        registrations with the Authorities in all Countries to
                        transfer personal data to third party suppliers such as
                        Exult;

                5.1.4   it will co-operate with Exult to ensure that all
                        personal data is accurate and that the Directives and
                        Implementing Legislation are complied with in the
                        applicable Countries.




                                       5
<PAGE>   163


                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE R


                          BPA PARTICIPATING AFFILIATES



<PAGE>   164

                                   SCHEDULE R

                          BPA PARTICIPATING AFFILIATES



This schedule sets forth the BPA Affiliates that shall receive the Services
under the applicable Country Agreement. This table shall be completed following
the Country Commencement Date.



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

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

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                                       1
<PAGE>   165

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE T


                             PROCESS LINE POPULATION



<PAGE>   166

                                   SCHEDULE T

                             PROCESS LINE POPULATION

This schedule sets forth the populations that shall receive the Services for
this County Agreement. The table below shall be completed prior to the Process
Take On Date for each Process. The Client shall provide both initial data and
monthly updates for this table until such time as the systems are available to
automatically report on this data.


                          PROCESS LINE POPULATION TABLE



<CAPTION>
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     BUSINESS
  ENTITY/BUSINESS
       UNIT/
   INTERNATIONAL          TOTAL
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-----------------------------------------------------------------------------------------------------------------------------------
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                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
                                                                                             
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-----------------------------------------------------------------------------------------------------------------------------------

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                                 Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
===================================================================================================================================
                                                                                    
OIL (COUNTRY)
-----------------------------------------------------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------------------------------------------------
CI
-----------------------------------------------------------------------------------------------------------------------------------
MAS
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<PAGE>   167


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                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
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<PAGE>   168


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<PAGE>   169


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                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
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<CAPTION>
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----------------------------------------------------------------------------------------------------------
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===================================================================================================================================
                                                                                              
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<CAPTION>
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                                  Performance   Domestic
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=================================================================
                                               
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<PAGE>   170


<CAPTION>
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                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
                                                                                             
(1)
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-----------------------------------------------------------------------------------------------------------------------------------
(1)
   ----------
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UNITS
SUPPORTED
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                                  Compensation   E/U Relations   Compliance   Admin   Payroll   Development   Recruiting   Severance
====================================================================================================================================
                                                                                              
(1)
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                                    Performance   Domestic
                                     Management   Relocation   HRIT
===================================================================
                                                 
(1)
   ----------
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(1)
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<PAGE>   171


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                                        Training       Development      Strategy    Relations     Admin     HRIS       Benefits
===================================================================================================================================
                                                                                             
(1)
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POPULATIONS
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(1) EXAMPLE-
ANNUITANTS
-----------------------------------------------------------------------------------------------------------------------------------
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===================================================================
                                                 
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ANNUITANTS
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<PAGE>   172
                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE U


                                ESCROW AGREEMENT


<PAGE>   173

                                TABLE OF CONTENTS





                                                                                                                
1              DEFINITIONS..............................................................................................1


2              OWNER'S DUTIES AND WARRANTIES............................................................................2


3              LICENSEE'S RESPONSIBILITIES..............................................................................2


4              ESCROW AGENT DUTIES......................................................................................2


5              PAYMENT..................................................................................................3


6              RELEASE EVENTS...........................................................................................3


7              CONFIDENTIALITY..........................................................................................4


8              INTELLECTUAL PROPERTY RIGHTS.............................................................................4


9              VERIFICATION.............................................................................................4


10             ESCROW AGENT'S LIABILITY.................................................................................4


11             TERMINATION..............................................................................................5


12             GENERAL..................................................................................................5




                                       i



<PAGE>   174

                                   SCHEDULE U

                                ESCROW AGREEMENT



BETWEEN:

(1)     Exult, Inc. whose registered office is at 4 Park Plaza, Suite 350,
        Irvine, California 92614 (the "Owner");

(2)     BP Amoco plc whose registered office is at Britannic House, 1 Finsbury
        Circus, London, EC2M 7BA (the "Licensee"); and

(3)     NCC Escrow International Limited whose registered office is at Oxford
        House, Oxford Road, Manchester, M1 7ED (the "Escrow Agent")

PRELIMINARY:

(A)     The Licensee has been granted a license to use a software package
        comprising computer programs.

(B)     Certain technical information and documentation describing the software
        package and other process flowcharts describing the way in which the
        Owner provides certain services to the Owner and its affiliates, are the
        confidential property of the Owner and are required for understanding,
        maintaining and correcting the software package and the provision of the
        services respectively.

(C)     The Owner acknowledges that in certain circumstances the Licensee may
        require possession of the technical information and documentation held
        under this Agreement.

(D)     Each of the parties to this Agreement acknowledges that the
        considerations for their respective undertakings given under it are the
        undertakings given under it by each of the other parties.


IT IS AGREED THAT:

1       DEFINITIONS


        In this Agreement the following terms shall have the following meanings:


        1.1     "FULL VERIFICATION SERVICE" means those bespoke tests agreed
                between the Licensee and Escrow Agent for the verification of
                the Material;


        1.2     "INTELLECTUAL PROPERTY RIGHTS" means copyright, trade secret,
                patent, and all other rights of a similar nature;


        1.3     "SERVICES AGREEMENT" means the agreement pursuant to which the
                Owner grants a licence to the Licensee for the Package;


        1.4     "MATERIAL" means the source code of the Package comprising the
                latest technical information and documentation described in
                Schedules 1 and 2;


        1.5     "PACKAGE" means the software package licensed to the Licensee
                under the Services Agreement; and


        1.6     "STANDARD VERIFICATION SERVICE" means those tests detailed in
                the Standard Verification Service published by Escrow Agent from
                time to time.




                                       1
<PAGE>   175

2       OWNER'S DUTIES AND WARRANTIES


        2.1     The Owner shall:


                2.1.1   deliver a copy of the Material to Escrow Agent within 30
                        days of the date of this Agreement;


                2.1.2   at all times ensure that the Material as delivered to
                        Escrow Agent is capable of being used to generate the
                        latest version of the Package issued to the Licensee and
                        shall deliver further copies of the Material as and when
                        necessary;


                2.1.3   deliver to Escrow Agent a replacement copy of the
                        Material within 12 months of the last delivery;


                2.1.4   deliver a replacement copy of the Material within 14
                        days of receipt of a notice served upon it by Escrow
                        Agent under the provisions of Section 4.1.5; and


                2.1.5   deliver with each deposit of the Material the
                        information detailed in Schedule 2.


        2.2     The Owner warrants that:


                2.2.1   it owns the Intellectual Property Rights in the Material
                        and has authority to enter into this Agreement; and


                2.2.2   the Material lodged under Section 2.1 shall contain all
                        information in human readable form and on suitable media
                        to enable a reasonably skilled programmer or analyst to
                        understand, maintain and correct the Package and to
                        enable a suitably skilled person to understand and
                        maintain the provision of services under the Services
                        Agreement without the assistance of any other person.


3       LICENSEE'S RESPONSIBILITIES


        It shall be the responsibility of the Licensee to notify Escrow Agent of
        any change to the Package that necessitates a replacement deposit of the
        Material.


4       ESCROW AGENT DUTIES


        4.1     Escrow Agent shall:


                4.1.1   hold the Material in a safe and secure environment;


                4.1.2   inform the Owner and the Licensee of the receipt of any
                        copy of the Material;


                4.1.3   in accordance with the terms of Section 9 perform those
                        tests that form part of its Standard Verification
                        Service form time to time;


                4.1.4   at all times retain a copy of the latest verified
                        deposit of the Material; and


                4.1.5   notify the Owner if it becomes aware at any time during
                        the term of this Agreement that the copy of the Material
                        held by it has been lost, damaged or destroyed.


        4.2     Escrow Agent shall not be responsible for procuring the delivery
                of the Material in the event of failure by the Owner to do so.




                                       2
<PAGE>   176

5       PAYMENT


        Escrow Agent's fees are payable in accordance with Schedule 4.


6       RELEASE EVENTS


        6.1     Subject to the provisions of Sections 6.2 and 6.3, Escrow Agent
                will release the Material to a duly authorised officer of the
                Licensee if any of the following events occur:


                6.1.1   the Owner enters into any composition or arrangement
                        with its creditors or (being a company) enters into
                        liquidation whether compulsory or voluntary (other than
                        for the purposes of solvency reconstruction or
                        amalgamation) or has a receiver or administrative
                        receiver appointed over all or any party off its assets
                        or undertaking or a petition is presented for an
                        Administration Order or (being an individual or
                        partnership) becomes bankrupt, or an event occurs within
                        the jurisdiction of the country in which the Owner is
                        situated which has a similar effect to any of the above
                        events in the United Kingdom; or


                6.1.2   the Owner ceases to trade; or


                6.1.3   the Owner assigns copyright in the Material and the
                        assignee fails within 60 days of such assignment to
                        offer the Licensee substantially similar protection to
                        that provided by this Agreement without significantly
                        increasing the cost to the Licensee; or


                6.1.4   the Owner has defaulted in any obligation to provide the
                        Material under the Services Agreement and has failed to
                        remedy such default notified by the Licensee to the
                        Owner.


        6.2     The Licensee must notify Escrow Agent of the event(s) specified
                in Section 6.1 by delivering to Escrow Agent a declaration (the
                "Declaration") made by an officer of the Licensee attesting that
                such event has occurred exhibiting:


                6.2.1   such documentation in support of the Declaration as
                        Escrow Agent shall reasonably require;


                6.2.2   a copy of the Services Agreement;


                6.2.3   a signed confidentiality undertaking as detailed in
                        Schedule 3


                then Escrow Agent will release the Source Code to the Licensee
                upon receipt of the release fee stated in Schedule 3.


        6.3     Upon receipt of a Declaration from the Licensee claiming a
                release event under Section 6.1.4 then Escrow Agent will release
                the Material to the Licensee upon receipt of the release fee
                stated in Schedule 4.


        6.4     Where there is any dispute as to the occurrence of any of the
                events set out in Section 6 or the fulfilment of any obligations
                detailed therein, such dispute will be referred at the request
                of either the Owner or the Licensee to the dispute resolution
                procedure set out in the Services Agreement.




                                       3
<PAGE>   177

7       CONFIDENTIALITY


        7.1     The Material shall remain the confidential property of the Owner
                and in the event that Escrow Agent provides a copy of the
                Material to the Licensee, the Licensee shall be permitted to use
                the Material only in accordance with a confidentiality
                undertaking in the form contained in Schedule 3 of this
                Agreement.


        7.2     Escrow Agent agrees to maintain all information and/or
                documentation coming into its possession or to its knowledge
                under this Agreement in strictest confidence and secrecy. Escrow
                Agent further agrees not to make use of such information and/or
                documentation other than for the purposes of this Agreement and
                will not disclose or release it other than in accordance with
                the terms of this Agreement.


        7.3     Termination of this Agreement will not relieve Escrow Agent or
                its employees or the Licensee or its employees from the
                obligations of confidentiality contained in this Section 7.


8       INTELLECTUAL PROPERTY RIGHTS


        The release of the Material to the Licensee will not act as an
        assignment of any Intellectual Property Rights that the Owner possesses
        in the Material.


9       VERIFICATION


        9.1     Subject to the provisions of Sections 9.2 and 9.3, Escrow Agent
                shall bear no obligation or responsibility to any person, firm,
                company or entity whatsoever to determine the existence,
                relevance, completeness, accuracy, effectiveness or any other
                aspect of the Material.


        9.2     Upon the Material being lodged with Escrow Agent, Escrow Agent
                shall perform those tests in accordance with its Standard
                Verification Service and shall provide a copy of the test report
                to the parties to this Agreement.


        9.3     The Licensee shall be entitled to require that Escrow Agent
                carries out a Full Verification. Any reasonable charges and
                expenses incurred by Escrow Agent in carrying out the Full
                Verification will be paid by the Licensee save that if in the
                opinion of the expert appointed by the Managing Director of
                Escrow Agent, the Material is substantially defective in content
                any such reasonable charges and expenses will be paid by the
                Owner.


10      ESCROW AGENT'S LIABILITY


        10.1    Escrow Agent shall not be liable for loss caused to the Owner or
                the Licensee either jointly or severally except for loss or
                damage to the Material to the extent that such loss or damage is
                caused by the negligent acts or omissions of Escrow Agent, its
                employees, agents or sub-contractors and in such event Escrow
                Agent's total liability in respect of all claims arising under
                or by virtue of this Agreement shall not (except in the case of
                claims for personal injury or death) exceed the sum of
                (pound)500,000.


        10.2    Escrow Agent shall in no circumstances be liable to the Owner or
                the Licensee for indirect or consequential loss of any nature
                whatsoever whether for loss of profit, loss of business or
                otherwise.


        10.3    Escrow Agent shall be protected in acting upon any written
                request, waiver, consent, receipt or other document furnished to
                it pursuant to this Agreement, not only in assuming its due
                execution and the validity and effectiveness of its provisions
                but also as to the



                                       4
<PAGE>   178

                truth and acceptability of any information contained in it,
                which Escrow Agent in good faith believes to be genuine and what
                it purports to be.


11      TERMINATION


        11.1    Escrow Agent may terminate this Agreement after failure by the
                Owner or the Licensee to comply with a 30 day written notice
                from Escrow Agent to pay any outstanding fee. If the failure to
                pay is on the part of the Owner, the Licensee shall be given the
                option of paying such fee itself. Such amount will be
                recoverable by the Licensee direct from the Owner.


        11.2    Escrow Agent may terminate this Agreement by giving 60 days
                written notice to the Owner and the Licensee. In that event the
                Owner and the Licensee shall appoint a mutually acceptable new
                custodian on terms similar to those contained in this Agreement.


        11.3    If a new custodian is not appointed within 30 days of delivery
                of any notice issued by Escrow Agent in accordance with the
                provisions of Section 11.2, the Owner or the Licensee shall be
                entitled to request the President for the time being of the
                British Computer Society to appoint a suitable new custodian
                upon such terms and conditions as he shall require. Such
                appointment shall be final and binding on all parties.


        11.4    The Licensee may terminate this Agreement at any time by giving
                written notice to the Owner and Escrow Agent.


        11.5    The Owner may only terminate this Agreement with the written
                request of the Licensee.


        11.6    This Agreement shall terminate upon release of the Material to
                the Licensee in accordance with Section 6.


        11.7    Upon termination under the provisions of Sections 11.2, 11.4,
                11.5 or 11.6, Escrow Agent will deliver the Material to the
                Owner. IF Escrow Agent is unable to trace the Owner, Escrow
                Agent will destroy the Material.


        11.8    Upon termination under the provisions o Section 11.1 the
                Material will be available for collection by the Owner from
                Escrow Agent for 30 days from the date of termination. After
                such 30 day period Escrow Agent will destroy the Material.


        11.9    Escrow Agent may forthwith terminate this Agreement and destroy
                the Material if it is unable to trace the Owner having used all
                reasonable endeavours to do so.


12      GENERAL


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


        12.2    This Agreement represents the whole agreement relating to the
                escrow arrangements between the parties for the Package and
                supersedes all prior arrangements, negotiations and
                undertakings.


        12.3    All notices to be given to the parties under this Agreement
                shall be deemed to have been duly given or made when delivered
                personally or 7 days after posting or if sent by facsimile, 12
                hours after despatch to the party to which such notice is
                required to be given or made under this Agreement address to the
                principal place of business or for companies based in the UK,
                the registered office.



                                       5
<PAGE>   179

                                   SCHEDULE 1


                         MATERIAL: TECHNICAL INFORMATION



The source code of the Package known as [       ]







                                       1
<PAGE>   180

                                   SCHEDULE 2


                         MATERIAL: TECHNICAL INFORMATION



The Material shall be supplied with details of the following:

        1.      Details of the deposit; full name and version details, number of
                media items, media type and density, file or archive format,
                list or retrieval commands, archive hardware and operating
                system details.

        2.      Name and functionality of each module/application of the
                Material.

        3.      Names and versions of development tools etc.

        4.      Documentation describing the procedures for
                building/compiling/executing/using the software (technical
                notes, user guides).

        5.      Hardcopy directory listings of the contents of the media.

        6.      Name and contact details of employee(s) with knowledge of how to
                maintain and support the Material.






                                       1
<PAGE>   181

                                   SCHEDULE 3


                           CONFIDENTIALITY UNDERTAKING

This undertaking is given on release of the Material pursuant to an Escrow Agent
dated [date] between:

(1)     ("the Owner");

(2)     ("the Licensee"); and

(3)     Escrow Agent

1.      Definitions contained in the Escrow Agent will apply to this
        undertaking.


2.      In consideration of Escrow Agent delivering the Materials to the
        Licensee, the Licensee undertakes with the Owner and Escrow Agent.


        2.1     to use the Material only for the purpose of understanding,
                maintaining, developing, enhancing and correcting the Package
                exclusively on behalf of the Licensee;


        2.2     not to use the Material for any other purpose nor disclose it to
                any person save such of its employees or contractors who need to
                know the same in order to understand, maintain, develop, enhance
                and correct the Package exclusively on behalf of the Licensee;


        2.3     to hold all media containing the Material in a safe and secure
                environment when not in use; and


        2.4     forthwith to destroy the same should the Licensee cease to be
                entitled to use the Package.






                                       1
<PAGE>   182

                                   SCHEDULE 4


                         ESCROW AGENT'S FEES (STL)


1.      Initial Fee


2.      Annual Fee

        (payable on completion of this Agreement and on each anniversary
        thereafter)

1.      Update Fee

        (per update after the first 4 updates per annum)

1.      Storage Fee

        (per annum, per cubic foot payable if the source exceeds 1 cubic foot)

1.      Release Fee

        (plus Escrow Agent's reasonable expenses)

        (i)     All fees are subject to VAT where applicable(1)


        (ii)    All fees are reviewed by Escrow Agent from time to time







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

(1)     Only applicable to countries within the EU.



                                       1

<PAGE>   183


Signed on behalf of Exult, Inc.



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

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



Signed on behalf of BP Amoco plc



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

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



Signed on behalf of Escrow Agent



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

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




                                       1


<PAGE>   184

                         UNITED STATES COUNTRY AGREEMENT


                                   SCHEDULE W


 MATTERS TO BE TAKEN INTO ACCOUNT WHEN CONSIDERING CHANGES TO AGREEMENT OR ANY
      SCHEDULE TO REFLECT ANY SPECIAL SERVICES PROVIDED BY EXULT SUPPLIER



<PAGE>   185

                                TABLE OF CONTENTS




                                                                                                                       
1           SERVICES TO BE PERFORMED...........................................................................................1

2           SERVICE STANDARDS..................................................................................................1

3           COMPLIANCE AND LIABILITY...........................................................................................2

4           AUDIT RIGHTS.......................................................................................................2





                                       i

<PAGE>   186

                                   SCHEDULE W


 MATTERS TO BE TAKEN INTO ACCOUNT WHEN CONSIDERING CHANGES TO AGREEMENT OR ANY
       SCHEDULE TO REFLECT ANY SPECIAL SERVICES PROVIDED BY EXULT SUPPLIER



1       SERVICES TO BE PERFORMED


        In respect of Special Services relating to any Client or Participating
        Affiliate employee benefit plan within the United States of America
        ("Benefit Plan"), this Agreement will be amended to provide:

        1.1     that the Client and any of its Affiliates sponsoring any Benefit
                Plan covered by this Agreement expressly acknowledge that Exult
                Supplier and each Exult Participating Affiliate is not the
                "administrator" or "plan administrator" as defined in Section
                3(16)(a) of ERISA and Section 414(g) of the Code, respectively,
                nor is Exult Supplier a "fiduciary" within the meaning of ERISA
                Section 3(21), and the Client and Participating Affiliates shall
                not request or otherwise require Exult Supplier or any Exult
                Participating Affiliate to act as such with respect to any
                Benefit Plan. Exult Supplier shall not exercise any
                discretionary authority or discretionary control respecting
                management of any Benefit Plan or management or disposition of
                any Benefit Plan assets. Exult Supplier or any Exult
                Participating Affiliate shall not render investment advice for a
                fee or other compensation, direct or indirect, with respect to
                any monies or other property of any Benefit Plan, nor does Exult
                Supplier or any Exult Participating Affiliate have any authority
                or responsibility to do so. Exult Supplier has no discretionary
                authority or discretionary responsibility in the administration
                of the Benefit Plans; and

        1.2     a warranty from the Client to Exult Supplier that its nominated
                employees have, and shall at all times have, the requisite
                authority to transmit information, directions and instructions
                on behalf of Client and Participating Affiliates, each "plan
                administrator" (as defined in Section 3(16)(A) of ERISA and
                Section 414(g) of the Code) and, if applicable, each "fiduciary"
                (as defined in Section 3(21) of ERISA) of each separate Benefit
                Plan.

2       SERVICE STANDARDS

        2.1     Subject to paragraph 2.4, Special Services are to be performed
                in accordance with professional standards applicable in
                compliance with BPA Controls, and with industry level standards
                for vendors providing employee benefit plan administration
                services.

        2.2     Exult Supplier will cause Exult Personnel engaged in carrying
                out Special Services to comply with such BPA Controls, standards
                and procedures referred to in paragraph 2.1.

        2.3     Exult Supplier and Client will develop mutually acceptable
                written performance standards for Special Services to measure
                performance levels for the delivery thereof to reflect the
                matters referred to in paragraphs 2.1 and 2.2 above. Exult
                Supplier's actual performance will be reviewed in quarterly
                meetings of the Regional Governance Panel in order (i) to
                discuss performance and performance standards; and (ii) problem
                solve any issues that have arisen in the delivery of the Special
                Services; and (iii) discuss any proposed improvements in
                delivery of the Special Service.

        2.4     Exult Supplier's performance of Special Services with respect to
                each Benefit Plan shall be in accordance with and subject to the
                documents, policies, interpretations, directives, rules,
                practices and procedures for such administration (the "Client
                Benefit Plan Procedures") provided in writing to Exult Supplier
                by the Client. In the event Exult Supplier shall have any
                questions relating to the application of the Client Benefit Plan
                Procedures to a particular set of facts, or if a participant or
                beneficiary of a Benefit Plan notifies Exult Supplier of his or
                her objection to Exult Supplier's interpretation or application
                of the Client

                                       1
<PAGE>   187
                Benefit Plan procedures, then Exult Supplier shall notify the
                Client Contract Representative in writing of such questions or
                objections The Client Contract Representative shall have the
                responsibility to promptly provide answers to any such questions
                or objections and Exult Supplier shall be entitled to rely upon
                such answers and to follow any directions communicated by the
                Client Contract Representative. The Client authorises Exult
                Supplier to release employment-related confidential data and
                information to health care providers or other third party
                vendors of Client or Participating Affiliates as are designated
                by Client or Participating Affiliates from time to time.

        2.5     To reflect the matters referred to in paragraphs 2.1 to 2.4, the
                Client's agreement to the provision by Exult Supplier of any
                Special Services may necessitate amendment to provisions in this
                Agreement including those relating to "Benchmarking", "Service
                Performance Reports", "KPIs", "Key Incident Reporting",
                "Satisfaction Surveys" and "Continuous Improvement".

3       COMPLIANCE AND LIABILITY

        3.1     Subject to paragraphs 3.2 and 3.3, the Client and the
                Participating Affiliates shall be solely responsible for (a) the
                preparation, approval and submission of all Benefit Plans and
                related amendments for Internal Revenue Service determination,
                (b) each Benefit Plan's compliance with state and federal law
                (including applicable provisions of the Code and ERISA and
                regulations promulgated thereunder) and all other applicable
                laws and regulations and (c) all measures required under state
                and federal law (including applicable provisions of the Code and
                ERISA and regulations promulgated thereunder) and all other
                applicable laws and regulations, to assure, the qualification
                and compliance of the Benefit Plans with such laws. Exult
                Supplier shall be under no duty to question terms of the Benefit
                Plans and the measures taken by the Client.

        3.2     Notwithstanding paragraph 3.1, the Client may (as a condition of
                agreeing to the Exult Supplier carrying out any Special
                Services) in respect of Special Services generally, and those
                relating to Benefit Plans specifically, require Exult Supplier
                to provide inter alia increased levels of insurance cover under
                Clause 22 of the Framework Agreement, provided that the cost of
                such insurance shall be a Pass Through Cost.

4       AUDIT RIGHTS


        With respect to Special Services, the Client's right of audit under
        Clause 12 of this Agreement may be modified to allow:

        (a)     a right for Client's designated representative to inspect books
                and records relating to the Client Service Centre operations and
                Benefit Plan data during normal business hours at any time or
                times as may be requested by the Client by prior written notice
                to Exult Supplier; and

        (b)     an audit on a quarterly basis or more frequently if upon
                reasonable grounds the Client requests the same of the Exult
                Supplier by prior written notice.




                                       2