EXULT INC
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>5
<FILENAME>a79997ex10-34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.34

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

                                                                  EXECUTION COPY

                       HUMAN RESOURCES SERVICES AGREEMENT

      This Agreement is entered into as of October 18, 2001 (the "Effective
Date"), between EXULT, INC. ("PROVIDER") and INTERNATIONAL PAPER COMPANY
(together with the other members of the Company Group, "COMPANY").

      The Parties agree to the terms and conditions set forth in this Agreement
including the Schedules referenced in this Agreement.


SIGNED FOR AND ON BEHALF OF PROVIDER:

Signature:______________________________

By:      [***]*


SIGNED FOR AND ON BEHALF OF COMPANY:

Signature:______________________________

By:      [***]*

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* Confidential information has been omitted.


                       Human Resources Services Agreement
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                        <C>
Background..............................................................................................    1

Article 1.  Relationship Protocols......................................................................    1
         1.1      Contracting Parties...................................................................    1
         1.2      Evolving Nature of Relationship.......................................................    1
         1.3      Inherent Services.....................................................................    1
         1.4      Changing Nature of Services...........................................................    2
         1.5      Conflicts of Interests................................................................    2
         1.6      Alternate Providers...................................................................    2
         1.7      Most Favored Customer.................................................................    2
         1.8      Additional Agreements.................................................................    2

Article 2.  The Services................................................................................    2
         2.1      Obligation to Provide Services........................................................    2
         2.2      Affiliate Participation...............................................................    2
         2.3      Third Party Participation.............................................................    3
         2.4      Service Levels; Reporting.............................................................    3
         2.5      Service Credits; Fees at Risk.........................................................    4
         2.6      Sole and Exclusive Remedy; Option.....................................................    4
         2.7      Disaster Recovery Services............................................................    4
         2.8      Audits................................................................................    4
         2.9      Location of Services..................................................................    5
         2.10     Change of Requirements................................................................    5
         2.11     Regulatory Compliance.................................................................    5
         2.12     Use of Subcontractors.................................................................    6
         2.13     Special Projects......................................................................    7
         2.14     New Services..........................................................................    7
         2.15     Required Consents.....................................................................    8
         2.16     Captive Insurance Company.............................................................    8
         2.17     Third Party Vendor Contracts for Employee Group Benefit Plans covered under ERISA.....    8
         2.18     Change of Responsibility for Administration of Employee Benefit Plans.................    9
         2.19     Responsibility for Data Accuracy......................................................    9

Article 3.  Platform Components.........................................................................    9
         3.1      Component Rights......................................................................    9
         3.2      Software and Hardware Migration.......................................................   10
         3.3      Appointment as Company Representative.................................................   10
         3.4      License, Lease and Maintenance Fees...................................................   11
         3.5      Viruses...............................................................................   11

Article 4.  Change Management...........................................................................   11
         4.1      Change Control Procedures.............................................................   11

Article 5.  Transition and Resources....................................................................   12
         5.1      Transition Plan.......................................................................   12
         5.2      Affected Employees....................................................................   12
         5.3      Resources.............................................................................   12
         5.4      Sale of Assets........................................................................   12
         5.5      Facility Arrangements.................................................................   12
         5.6      Failure or Delay of Transfers.........................................................   13

Article 6.   Service Staffing...........................................................................   13
         6.1      Relationship Managers.................................................................   13
         6.2      Key Personnel.........................................................................   13
         6.3      Provider's Replacement of Personnel...................................................   13
</TABLE>


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<TABLE>
<S>                                                                                                        <C>
         6.4      Retention of Experienced Resources....................................................   13
         6.5      Efficient Use of Resources............................................................   14
         6.6      Non-solicitation of Employees.........................................................   14

Article 7.  Charges and Disbursements...................................................................   14
         7.1      Disbursements.........................................................................   14
         7.2      Charges...............................................................................   14
         7.3      Taxes.................................................................................   14
         7.4      Service Credits.......................................................................   15
         7.5      Benchmarking..........................................................................   16

Article 8.  Invoicing and Payment.......................................................................   16
         8.1      Invoicing.............................................................................   16
         8.2      Invoice Payment.......................................................................   16
         8.3      Disputed Charges/Credits..............................................................   16
         8.4      Setoff Rights.........................................................................   16

Article 9.  Technology Rights...........................................................................   16
         9.1      Pre-Existing Property.................................................................   16
         9.2      Development Activity..................................................................   16
         9.3      Company License.......................................................................   16
         9.4      No Other Licenses.....................................................................   16
         9.5      Assignments...........................................................................   17
         9.6      Other Agreements......................................................................   17

Article 10.  Confidentiality............................................................................   17
         10.1     Covenants.............................................................................   17
         10.2     Exclusions............................................................................   17
         10.3     Limitations...........................................................................   18
         10.4     Residual Rights.......................................................................   18

Article 11.  Security...................................................................................   18
         11.1     Data Ownership and Privacy............................................................   18
         11.2     Data Security.........................................................................   18
         11.3     Other Security Measures...............................................................   19

Article 12.  Term and Termination.......................................................................   19
         12.1     Term..................................................................................   19
         12.2     Renewal...............................................................................   19
         12.3     Termination by Company for Cause......................................................   19
         12.4     Termination by Company for Change of Control..........................................   20
         12.5     Termination by Company for Convenience................................................   20
         12.6     Termination by Provider...............................................................   20

Article 13.  Effect of Termination......................................................................   20
         13.1     Survival of Selected Provisions.......................................................   20
         13.2     Extension.............................................................................   21
         13.3     Services Transfer Assistance..........................................................   21
         13.4     Other Rights..........................................................................   22
         13.5     Winddown..............................................................................   23

Article 14.  Liability..................................................................................   24
         14.1     Damages and Liability Limits..........................................................   24
         14.2     Exclusions............................................................................   24

Article 15.  Warranties.................................................................................   24
         15.1     Provider Warranties...................................................................   24
         15.2     Party Warranties......................................................................   25
         15.3     Disclaimers...........................................................................   25
</TABLE>


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<TABLE>
<S>                                                                                                        <C>
Article 16.  Indemnities................................................................................   25
         16.1     Indemnity by Provider.................................................................   25
         16.2     Indemnity by Company..................................................................   27
         16.3     Indemnification Procedures............................................................   28
         16.4     Clarifications........................................................................   28
         16.5     Primary Indemnification...............................................................   28

Article 17.  Insurance..................................................................................   29
         17.1     Provider Insurance....................................................................   29
         17.2     Mutual Waiver of Subrogation..........................................................   29

Article 18.  Dispute Resolution.........................................................................   30
         18.1     Dispute Resolution Process............................................................   30
         18.2     Continued Performance.................................................................   30

Article 19.  Force Majeure..............................................................................   30
         19.1     Force Majeure.........................................................................   30
         19.2     Exceptions............................................................................   31

Article 20.  General Terms..............................................................................   31
         20.1     Governing Law.........................................................................   31
         20.2     Choice of Forum.......................................................................   31
         20.3     Relationship of the Parties...........................................................   31
         20.4     Publicity.............................................................................   31
         20.5     Entire Agreement, Updates, Amendments and Modifications...............................   31
         20.6     Waiver................................................................................   32
         20.7     Severability..........................................................................   32
         20.8     Counterparts..........................................................................   32
         20.9     Binding Nature and Assignment.........................................................   32
         20.10    Notices...............................................................................   32
         20.11    No Third Party Beneficiaries..........................................................   33
         20.12    Other Documents.......................................................................   33
         20.13    Consents and Approvals................................................................   33
</TABLE>


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                                LIST OF SCHEDULES

Account Governance Schedule (Schedule L)
Additional Agreements Schedule (Schedule X)
Affected Employees Arrangements Schedule (Schedule J)
Agreed Damages Exceptions Schedule (Schedule O)
Auditor Confidentiality Schedule (Schedule Y)
Benchmarking Schedule (Schedule P)
Change Control Schedule (Schedule K)
Charges Schedule (Schedule C)
Data Privacy and Security Procedures Schedule (Schedule Q)
Disaster Recovery Schedule (Schedule N)
Dispute Resolution Schedule (Schedule R)
Hardware Rights Schedule (Schedule M)
In Flight Projects Schedule (Schedule H)
Insurance Schedule (Schedule S)
Key Personnel Schedule (Schedule E)
List of Affected Employees Schedule (Schedule D)
Reports Schedule (Schedule U)
Service Levels (Schedule B)
Services Schedule (Schedule A)
Software Rights Schedule (Schedule F)
Technology and Business Process Governance Schedule (Schedule V)
Termination Assistance Schedule (Schedule T)
Termination for Convenience (Schedule Z)
Third Party Agreements Schedule (Schedule I)
Third Party Participation Schedule (Schedule W)
Transition Plan Schedule (Schedule G)


Confidential           Human Resources Services Agreement                 Page 1
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                                   BACKGROUND

Company desires that certain human resource and employee service operations and
functions currently performed by Company for the Company Group be performed and
managed by a third party experienced in performing and managing such operations
and functions as a service to others. Company believes that it can achieve
certain economic efficiencies and operational advantages if it outsources these
services to an outside service provider rather than performing such services
itself. Provider is a provider of various types of human resource services to
companies, including those desired by Company. Company has selected Provider as
its vendor of choice to provide services during the term of this Agreement and
has committed that Provider shall be its exclusive provider of certain services
as further described in SECTION 1.6 of this Agreement. This Agreement documents
the terms and conditions under which Company agrees to purchase, and Provider
agrees to provide, such services. For ease of reference, capitalized terms used
in this Agreement are defined in the Glossary attached hereto as APPENDIX A.

The provisions of this Background Section are intended as general background
only and are not intended to alter the plain meaning of the terms and conditions
of this Agreement or to require either Party to undertake performance
obligations not required by this Agreement.

                       ARTICLE 1. RELATIONSHIP PROTOCOLS

1.1.  Contracting Parties. Company shall contract on behalf of and will be
      responsible for all obligations of the Company Group under this Agreement.
      Provider shall contract on behalf of and will be responsible for all
      obligations of Provider under this Agreement.

1.2.  Evolving Nature of Relationship.

      (a)   The Schedules to this Agreement will be updated by the Parties as
            set forth in this Agreement as necessary or appropriate during the
            Term to accurately reflect the evolution of the Services and
            components and elements of the Services as described therein and the
            development of the law applicable to the Services.

      (b)   Company and Provider agree that the Services may require adjustments
            to reflect the developing business and operations of the Company
            Group and Provider, that the relationship memorialized by this
            Agreement is dynamic in nature and will evolve as the operating and
            business environment of the Company Group changes and evolves, and
            that the scope of the Services to be provided by Provider to the
            Company Group during the Term and corresponding fees charged by
            Provider may be changed and modified with the written agreement of
            the Parties pursuant to the Change Control Procedures. Therefore,
            the Company/Provider Executive Steering Committee will periodically
            evaluate the business and operating strategies of each Party and
            recommend modifications to, and evolution of, the Services
            (including the Service Levels) to optimize such strategies and
            determine the reasonable effect that any modifications of the
            Services may have on the fees chargeable by Provider under this
            Agreement, taking into account all relevant material facts and
            circumstances [***]*

1.3.  Inherent Services.

      (a)   The Parties acknowledge and agree that there are functions,
            responsibilities, activities and tasks not specifically described in
            this Agreement which are required for the proper performance and
            provision of the Services and are a necessary, customary or inherent
            part

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* Confidential information has been omitted.


Confidential           Human Resources Services Agreement                 Page 1
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            of, or a necessary sub-part included within, the Services. Subject
            to the terms of Section 1.3(c) below, such functions,
            responsibilities, activities and tasks shall be deemed to be implied
            and included within the scope of the Services to the same extent and
            in the same manner as if specifically described in this Agreement.

      (b)   The Parties acknowledge and agree that there are functions,
            responsibilities, activities and tasks not specifically described in
            this Agreement which are a customary or inherent part of, or a
            necessary sub-part included within, the responsibilities retained by
            Company and which shall not be transferred to Provider. Subject to
            the terms of Section 1.3(c) below, such functions, responsibilities,
            activities and tasks shall be deemed to be retained by Company to
            the same extent and in the same manner as if specifically described
            in this Agreement as being retained by Company.

      (c)   The Parties recognize that it may not be possible in all cases to
            determine clearly whether a given function, responsibility, activity
            or task should be performed by Provider as an inherent part of the
            Services or instead should be retained by Company as a
            responsibility that has not been transferred to Provider. The
            Parties agree to work together in good faith in such cases to
            appropriately assign responsibility for the performance of such
            function, responsibility, activity or task, including those
            described in the SERVICES SCHEDULE (SCHEDULE A).

1.4.  Changing Nature of Services. While the Parties will endeavor to update,
      modify and amend this Agreement and the Schedules as necessary or
      appropriate from time to time to reflect various adjustments in the
      arrangements contemplated by this Agreement, the Parties acknowledge that
      such adjustments may not always be documented with specificity. Therefore,
      the Parties agree to deal with each other in good faith to resolve all
      issues presented by each Party to the other and any disputes that may
      arise.

1.5.  Conflicts of Interests. Provider shall not use any of the Company
      telephony platform, Hardware or Company Software Assets to perform
      services for others (including Provider), without the prior written
      consent of Company.

1.6.  [***]*

1.7.  [***]*

1.8   Additional Agreements. The parties have agreed to enter into the
      transactions contemplated in the ADDITIONAL AGREEMENTS SCHEDULE.

                            ARTICLE 2. THE SERVICES

2.1.  Obligation to Provide Services. During the Term, Provider shall provide
      the Services to and perform the Services for the Company Group. The scope
      of Services is described in the SERVICES SCHEDULE (SCHEDULE A), the
      service levels are described in the SERVICE LEVEL SCHEDULE (SCHEDULE B),
      and the charges are described in the CHARGES SCHEDULE (SCHEDULE C).

2.2.  Affiliate Participation.

      (a)   [***]*

      (b)   If the Company Group divests or no longer controls a given Affiliate
            or other particular operations or assets that were receiving
            Services under this Agreement, at Company's

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* Confidential information has been omitted.


Confidential           Human Resources Services Agreement                 Page 2
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            request: (i) Provider shall continue to provide the Services to such
            former Company Group entity, operations or assets [***]* for a
            period of no more than [***]* following the closing date of the
            applicable transaction, (ii) the amount of Services provided to such
            former Company Group entity, operations or assets will be
            consolidated with the amount of Services provided to the Company for
            the purposes of calculating the Charges to be charged by Provider to
            the Company and such former Company Group entity from and after the
            closing date of such transaction for the period during which
            Provider provides the Services to the former Company Group entity at
            the direction of the Company and (iii) at either Party's option, the
            relevant parties will use commercially reasonable efforts to enter
            into a new contract and modification of this Agreement in order to
            effectuate the intent of this Section 2.2(b); provided that pending
            execution of such new contract and modification, the provision of
            Services [***]* therefor shall continue to be governed by this
            Agreement, and Company shall require any divested entity or
            successor entity that receives services under this Section 2.2(b) to
            agree to comply with the provisions of this Agreement.

      (c)   Provider shall perform any transition services required to
            transition any operation into or out of the Provider's Service
            delivery platform contemplated by this Section 2.2 as a New Service
            expressly subject to the provisions of Section 2.14 governing the
            delivery of New Services by Provider to Company. [***]*

2.3.  Third Party Participation. Third parties supporting the Company Group
      Business, such as Company contractors and subcontractors, shall be
      entitled to access and use Services, but only as necessary or appropriate
      for their delivery of services supporting the Company Group business.
      Company shall ensure that, at the request of Provider, each such
      third-party participant enters into a written agreement with Company that
      (i) limits the third party's disclosure and use of information that it
      obtains from Provider solely to the support of the Company Group, (ii)
      obligates such third party supplier to comply with Provider's general
      security policies applicable to the relevant Provider activities and (iii)
      at the request of Provider in appropriate cases, names Provider as a
      third-party beneficiary of such arrangement. The third parties or
      categories of such third parties are set forth in the THIRD PARTY
      PARTICIPATION SCHEDULE.

2.4.  Service Levels; Reporting

      (a)   Provider agrees that, from and after the Process Take-On Date, that
            its performance of the Services will conform to the requirements of
            the applicable Service Levels set forth in the SERVICE LEVELS
            SCHEDULE (SCHEDULE B) to this Agreement (as such schedule may be
            modified from time to time pursuant to 2.4(b) below). Provider will
            measure its performance of the Services relative to the Service
            Levels.

      (b)   Company and Provider will, [***]* review and consider commercially
            reasonable changes, modifications, deletions and replacements of and
            additions to the Service Levels and the Service Credits for the
            purposes of better and more timely reflecting, facilitating and
            supporting the continuing development, and evolving priorities of
            the Company Group and the Company Group Business. Any such changes
            will be implemented through the Change Control Procedures. The
            Service Levels shall not be changed, modified or adjusted downward
            or upward without the prior written agreement of the Parties. [***]*
            The Parties agree to cooperate and deal with each other in good
            faith to promptly resolve on a reasonable basis in consonance with
            the purposes of the review process, any differences between the
            Parties regarding appropriate changes to, modifications of,
            additions to, deletions of and replacements of the Service Levels
            and the Service Credits.

      (c)   Provider shall implement the necessary measurement and monitoring
            tools and procedures to measure and report Provider's performance of
            the Services against the Service Levels as

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* Confidential information has been omitted.


Confidential           Human Resources Services Agreement                 Page 3
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            such standards and levels may be developed, modified and changed
            during the Term and as the Services may evolve and be supplemented
            and enhanced during the Term. Such measurement and monitoring shall
            permit reporting at a reasonable level of detail sufficient to
            verify compliance with the Service Levels and application of any
            attendant Service Credits. Provider shall prepare and maintain
            detailed records regarding its compliance with the Service Levels
            and the determination and application of attendant Service Credits,
            and shall permit Company and its designees access to all such
            records for the purposes of performing verifying audits, planning
            and identifying possible process improvements. Upon request Provider
            shall provide Company with information and reasonable access to such
            tools and procedures, and the records relating thereto, for purposes
            of verification of the reported performance levels.

      (d)   Provider shall provide Company with the reports regarding its
            performance in accordance with the REPORTS SCHEDULE.

2.5.  [***]*

2.6.  [***]*

2.7.  Disaster Recovery Services. Provider will provide Disaster Recovery
      Services pertaining to the Services in accordance with the DISASTER
      RECOVERY SCHEDULE. Company shall provide reasonable assistance and
      cooperation to support Provider's efforts to deliver such Disaster
      Recovery Services. Company shall retain responsibility to perform its
      obligations in accordance with the DISASTER RECOVERY SCHEDULE.

2.8.  Audits. Provider will assist the Company Group in meeting the respective
      audit and regulatory requirements applicable to members of the Company
      Group as and to the extent described in this Section 2.8. Company shall
      have the right to conduct or permit to be conducted regulatory,
      operational, financial and internal audits. Provider will provide access
      to the facilities where Provider will perform the Services and Provider's
      data, information and records, (i) to enable the Company Group and its
      auditors and examiners to conduct appropriate audits and examinations of
      the Company Group's operations and Provider's operations relating to the
      performance of the Services, and (ii) to verify that Provider's charges
      and credits to Company are accurate and that the Services are being
      provided in accordance with this Agreement and the Service Levels. Except
      as otherwise required by regulatory auditors, Company shall provide at
      least [***]* notice to Provider of its need for such access and Provider
      shall then provide such access during reasonable hours. If any audit or
      examination reveals that Provider's invoices for the audited period are
      not correct (other than amounts in dispute pursuant to Section 8.3),
      Provider shall promptly reimburse Company for the amount of any
      overcharges, or Company shall promptly pay Provider for the amount of any
      undercharges. Company shall choose the auditors that will conduct the
      audits provided for in this Section 2.8; provided, however, that except as
      otherwise required by regulatory auditors, no personnel conducting such
      audits shall then currently be engaged in any other assignment that is in
      direct and material competition with Provider's principal business. In
      addition, Company agrees to exercise commercially reasonable efforts to
      reasonably accommodate any reasonable, good faith concerns identified by
      Provider to Company's selection of an auditing firm that is a competitor
      of or has a business unit that is competitive with Provider. No person or
      entity may serve as an auditor unless and until that prospective auditor
      has entered into a written agreement with Company that includes those
      requirements set forth on the AUDITOR CONFIDENTIALITY SCHEDULE. Provider
      shall have the right to conduct such orientation and closing conferences
      with non-regulatory auditors as are reasonable and customary in the
      management of such audit activities. Company will pay the costs associated
      with conducting any audits (which shall include fees and expenses paid to
      Company's third party auditors and examiners), except that each Party will
      pay its internal costs relating to audits and Provider shall pay the
      reasonable costs

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* Confidential information has been omitted.


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      of any external auditors engaged by Company to perform financial audit of
      the Charges invoiced by Provider under this Agreement if such audit
      reveals that the audited Charges exceed the correct Charges by [***]* or
      more.

2.9.  Location of Services. During the Term, Provider shall provide the HR
      Processes as described in the SERVICES SCHEDULE (SCHEDULE A) that are
      in-scope as of the Effective Date from the Employee Service Center,
      provided that Provider shall have sole discretion to alter the mix of
      Services provided from the Employee Service Center in any reasonable
      manner that does not impair Provider's fulfillment of its obligations to
      meet Service Levels, and provided that Provider maintains a substantially
      similar business presence at the Employee Service Center taking into
      account facility occupancy and employee headcount.

2.10. Change of Requirements.

      (a)   During the Term, if either Party determines that Company requires a
            sustained substantial increase or reduction in the level of Services
            or any element of the Services needed by the Company Group Business
            beyond the amounts covered by an ARC or RRC adjustment pursuant to
            the CHARGES SCHEDULE (SCHEDULE C) such changes shall be governed by
            applicable provisions of Section 2.2(b) and this Section 2.10.

      (b)   Each Party will notify the other of its determination that a
            sustained substantial increase or reduction of the level of the
            Services or any element of the Services will be required and that
            such increase or reduction will be outside the bounds of an ARC or
            RRC adjustment. Provider will promptly prepare and deliver to
            Company a written plan setting forth the nature, composition and
            extent of the changes to the Services, the adjustments in the
            Charges and Service Levels, as applicable, for the Services implied
            by such events and the Provider resource disposition and asset
            reallocation schedule that will need to be implemented in order to
            accommodate the increase or decrease of resource requirements for
            such changes in an equitable and cost-effective manner without
            disruption to the Company Group's continuing operations. The plan,
            including the impact on the Charges that will result therefrom will
            be promptly reported to Company for review and acceptance. Upon
            acceptance by Company, Provider will make the applicable adjustments
            to the Charges and components thereof in accordance with the plan to
            reflect the foregoing and distribute and execute amended Schedules
            as appropriate.

2.11. Regulatory Compliance.

      (a)   As part of, and to the extent relevant to, the Services, Provider
            will identify, interpret and comply in all material respects (i)
            with the laws and regulations applicable to payroll matters,
            including without limitation wage and hour laws, tax withholding and
            garnishments, and (ii) with the laws and regulations applicable as
            relevant to Provider's business operations under this Agreement. In
            addition and as part of the Services, Provider shall identify the
            impact of changes in the foregoing laws and regulations on its
            ability to deliver the Services. Provider shall notify Company of
            such changes and shall work with Company to identify the impact of
            such changes on how Company uses the Services. Provider does not
            otherwise have, and Company retains, responsibility for identifying
            or interpreting (i) laws and regulations applicable as relevant to
            Company's business operations under this Agreement, including
            without limitation, employment benefits, employee rights and
            discrimination laws, other human resources-related Laws, and all
            fiduciary obligations arising under such laws, and (ii) laws and
            regulations applicable to Company in its capacity as a global forest
            products, paper and packaging company.

      (b)   Without limiting the generality of the preceding sentence, the
            Parties specifically agree that they may need to make appropriate
            adjustments to the arrangements contemplated by this Agreement to
            address the impact of the laws, rules and regulations applicable to
            such


Confidential           Human Resources Services Agreement                 Page 5
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            arrangements. Further, the Parties may need to amend this Agreement
            within a commercially reasonable time prior to the effective date of
            any HIPAA privacy regulations, as may be necessary for the Services
            and this Agreement to comply with such regulations. Company's
            reasonable good faith interpretation of any law, rule or regulation
            shall be conclusive in determining whether any such change is
            necessary. Any change to the Services required as a result of any
            change in any Law or in the interpretation thereof shall be
            implemented by Provider in accordance with Company's written
            instructions, and any changes to the Charges as may be appropriate
            as a result of such changes in Services will be given effect through
            the Change Control Procedures.

      (c)   If either Party receives an official charge of non-compliance from a
            governmental entity with respect to the performance of its
            obligations under this Agreement, such Party will promptly notify
            the other Party of such charge in writing.

      (d)   To the extent that Company is obligated to comply with particular
            laws and regulations associated with benefits plans, payroll and
            other activities, Provider shall provide as part of the Services
            assistance and cooperation (including without limitation,
            documentation) as requested by Company in writing to permit Company
            to comply with such laws and regulations; provided that any change
            or addition to the Services and Charges required by such
            cooperation, assistance and documentation shall be given effect
            through the Change Control Procedures.

      (e)   Company may submit to Provider findings and recommendations
            regarding compliance by Provider with applicable laws and
            regulations, which Provider will analyze and consider in good faith.
            Provider shall promptly provide to Company Provider's evaluation of
            such findings and recommendations and, if applicable, Provider's
            plan for addressing such findings and recommendations. The Parties
            shall promptly make any resulting modifications to the Services and
            Charges as are reasonably necessary to give effect to such changes
            through the Change Control Procedures.

      (f)   Provider shall be responsible for any fines and penalties imposed on
            Provider or Company arising from any noncompliance with the laws and
            regulations for which Provider is responsible under Subsection (a)
            above by Provider, its agents, subcontractors or third party product
            or service providers, except to the extent that such noncompliance
            was caused by Company, Company Group or their respective affiliates,
            agents or sub-contractors. Company shall be responsible for any
            fines and penalties imposed on Provider and Company arising from any
            noncompliance with the laws and regulations for which Company
            retains responsibility under Subsection (a) above by Company or its
            agents, subcontractors or third party product or service providers,
            except to the extent that such noncompliance was caused by Provider,
            its affiliates, agents or subcontractors.

2.12. Use of Subcontractors.

      (a)   Provider may not subcontract any material portion of the Services
            covered by the Baseline Charges (individually or in the aggregate)
            without Company's prior written consent. Company agrees that when
            informed by Provider of Provider's desire to subcontract with
            respect to the performance of the Services, Company shall enter into
            good faith discussion with Provider to assess the appropriateness of
            Provider's desired subcontracting arrangement. To the extent
            Provider subcontracts with respect to the performance of the
            Services, Provider shall allow Company to participate in such
            contract negotiations to allow Company to satisfy its fiduciary
            obligations. Notwithstanding the foregoing, however, Provider may
            make changes in any of the subcontractors performing services for
            Company on the Effective Date as set forth on the THIRD PARTY
            AGREEMENTS SCHEDULE (SCHEDULE I) other than to subcontractors
            performing services pursuant to agreements designated as being
            assigned with conditions where such conditions prohibit or restrict
            the changing of such


Confidential           Human Resources Services Agreement                 Page 6
<PAGE>
            third party; provided that such change by Provider does not breach
            the terms of any contract with such subcontractor.

      (b)   Provider may use temporary staffing to perform temporary staffing
            included in the Baseline and temporary staffing that perform the
            services of Affected Employees who are no longer employed by
            Provider without limitation on the number of such personnel.
            Provider may utilize other temporary staffing to provide other
            Services, [***]*

      (c)   No subcontracting, whether or not permitted, shall relieve Provider
            of its performance obligations under this Agreement. Provider shall
            remain primarily liable and obligated to Company for the timely and
            proper performance of all of its obligations hereunder even if such
            obligations are delegated to third party subcontractors, and for the
            proper and timely performance and actions of any person or entity to
            which it delegates or subcontracts any such obligation.

2.13. Special Projects. Provider will perform the special projects set forth in
      the IN-FLIGHT PROJECTS SCHEDULE in accordance with its terms and with the
      terms of this Agreement. From time to time during the Term, Provider will
      perform additional special projects for Company at Company's request.
      Except as otherwise agreed, charges for the performance of project work
      will be determined in accordance with the CHARGES SCHEDULE (SCHEDULE C).
      Any special projects will be completed on time and in accordance with the
      specifications for each such project.

2.14. New Services.

      (a)   If Company requests Provider to perform an additional function,
            responsibility or task that is not described on the SERVICES
            SCHEDULE (SCHEDULE A), such additional function, responsibility or
            task will be considered a "New Service". If Company's request for a
            New Service includes a request for Provider to correspondingly
            reduce or eliminate one or more existing elements of the Services
            then being provided hereunder, Provider shall determine the
            resources and expenses related to the element or elements of the
            Services being reduced or eliminated and those required for the
            services being added.

      (b)   Promptly after receiving each request for New Services from Company,
            Provider will provide a written quote to Company setting forth the
            net increase or decrease in the Charges and/or other charging
            methodologies, and if applicable, increases and decreases in
            resource units and additional resource baselines, if any, that will
            be attributable to such New Services, and will concurrently deliver
            to Company as a part of such quote a detailed description of and
            proposal for the New Services together with a report regarding the
            ramifications and impacts of such New Services on the Services. All
            changes in the Charges and other charging methodologies will be
            based upon the required proportional increase in personnel, system
            and other resources applicable to the New Services relative to the
            Charges and other existing charging methodologies. Upon receipt of
            such quote and other documentation, Company may then elect to have
            Provider perform the New Services, and the Charges and, if
            applicable, other charging methodologies and resource baselines will
            be established and/or adjusted to reflect such New Services.
            Notwithstanding the foregoing, nothing herein shall be deemed to
            obligate Company to obtain New Services from Provider.

      (c)   The Parties agree that changes during the Term in functions,
            responsibilities and tasks that are within the scope of the Services
            will not be deemed to be New Services, if such functions,
            responsibilities and tasks evolved or were supplemented and enhanced
            during the Term by Provider in its sole discretion or pursuant to
            the provisions of this Agreement, unless such function,
            responsibility or task was approved by Company pursuant to the
            Change Control Procedures.

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Confidential           Human Resources Services Agreement                 Page 7
<PAGE>
      (d)   Without limiting the provisions of Section 1.6 or Section 2.2, if
            the Parties cannot agree that a function, responsibility or task
            falls within the definition of a New Service, and Company either
            demonstrates that such function, responsibility or task is required
            by law or regulation or determines in good faith that the function,
            responsibility or task is critical to Company's business, then
            Provider shall nevertheless perform the disputed function,
            responsibility or task if requested by Company. The determination of
            whether any function, responsibility or task is a New Service to be
            paid by Company will be determined pursuant to the Dispute
            Resolution Process.

      (e)   Changes to this Agreement and to the Schedules to reflect New
            Services will be effected and documented through Change Control
            Procedures.

2.15. Required Consents. With respect to Third Party Agreements, each Party will
      be responsible for (i) obtaining all consents or rights to use, and (ii)
      paying the costs, if any, of obtaining the consents or rights to use, in
      accordance with the SOFTWARE RIGHTS SCHEDULE (SCHEDULE F) and as indicated
      on the CHARGES SCHEDULE (SCHEDULE C). All such consents or rights to use
      and transfers shall be obtained or made within [***]* after the Effective
      Date, but in no event later than the Process Take-On Date or the date
      required under the Transition Plan, unless otherwise agreed by the Parties
      in writing. If any consent or right to use is not obtained or a required
      transfer is not made, the Parties shall cooperate with each other in
      achieving a reasonable alternative arrangement for each Party to continue
      to process its work with minimum interference to its business operations
      unless and until such consents or rights to use are obtained or required
      transfers are made. The Parties shall allocate the cost of achieving such
      reasonable alternative arrangement based on which Party is responsible for
      obtaining the relevant consent or right to use or making the relevant
      transfer and on such other facts and circumstances as may be appropriate.

2.16. Captive Insurance Company. If during the Term Company elects to use a
      captive insurance company to fund any or all of its benefits plans
      Provider shall, as part of the Services, process payments in accordance
      with Company funding requirements, and otherwise cooperate with Company
      and the captive insurance company as required by Company, subject to
      delivery of reasonable written notice by Company to Provider of such an
      election. Details of any changes to the Services necessitated by Company's
      election to so use a captive insurance company shall be determined in
      accordance with the Change Control Procedures, and resulting changes to
      the Charges (if any) shall be determined in accordance with Section 2.14
      if cooperation with the captive insurance company involves provision of
      New Services; provided, however, that Provider shall not have the right to
      decline to provide, or to delay in providing, such services.

2.17. Third Party Vendor Contracts for Employee Group Benefit Plans covered
      under ERISA ("ERISA Plans"). Prior to entering into any agreements with
      third party vendors in connection with ERISA plans, Provider shall review
      such agreements with Company, and shall cooperate with Company as required
      to permit Company to ensure Company's fiduciary obligations are
      appropriately covered under such agreements. Provisions to be addressed
      between Company, Provider and the vendor under the agreement may include,
      without limitation, the following requirements: (a) Company is named
      fiduciary of the plan, where appropriate; (b) the Company plan
      administrator has the discretionary authority to interpret the plan
      provisions; (c) the Company plan administrator is responsible for claim
      appeals under the plan, where appropriate; (d) Company may audit the
      operation of the plan; (e) the vendor must comply with state unclaimed
      property laws, where applicable; (f) the vendor will subrogate claims,
      where applicable; (g) specific provisions covering indemnification and
      litigation; and (h) any additional terms and conditions that the Company
      deems necessary for proper administration of its ERISA Plans.

----------
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Confidential           Human Resources Services Agreement                 Page 8
<PAGE>
2.18. Change of Responsibility for Administration of Employee Benefit Plans.
      Provider shall not directly undertake any employee benefit plan
      administrative task that as of the Effective Date is undertaken on behalf
      of Company by a third party provider without the prior written consent of
      Company, which consent Company may withhold in its sole discretion. After
      reviewing Provider's proposal that Provider undertake one or more such
      tasks, Company may initiate the Change Control Procedures so that the
      Parties may amend this Agreement to address issues raised by such an
      expansion of Provider's administrative role.

2.19. Responsibility for Data Accuracy. Company shall use reasonable efforts to
      detect, isolate and correct all errors in the data created, collected,
      disseminated, forwarded, processed or stored by Company and provided to
      Provider in connection with the Services. As part of the Services,
      Provider shall use reasonable efforts to detect, isolate and correct all
      errors in the data created, collected, disseminated, forwarded, processed
      or stored by Provider in connection with the Services. Company shall
      reimburse Provider the cost of Provider's correction of errors that are
      present in Company-provided data, provided the errors are present in such
      data at the time Company delivers or makes it available to Provider.

                         ARTICLE 3. PLATFORM COMPONENTS

3.1.  Component Rights.

      (a)   The Parties shall identify on the SOFTWARE RIGHTS SCHEDULE (SCHEDULE
            F) all Software required to provide the Services as of the
            commencement date, and shall categorize the Software as follows: (i)
            Software licensed by the Company Group which will be made available
            for use by Provider in connection with its delivery of the Services
            under Provider's appointment as Company's representative pursuant to
            Section 3.3; (ii) third party Software licensed by the Company Group
            for which a right to use shall be obtained permitting Provider to
            access the Software in connection with its delivery of the Services,
            designating whether Company or Provider shall have responsibility
            for obtaining such right to use; (iii) proprietary Company-owned
            Software for use by Provider in connection with its delivery of the
            Services; (iv) proprietary Provider-owned Software which will be
            made available for use by Company in connection with its receipt of
            the Services; and (v) Software which is licensed by Provider from a
            third party which will be made available for use by Company in
            connection with its receipt of the Services.

      (b)   The Parties shall identify on the HARDWARE RIGHTS SCHEDULE (SCHEDULE
            M) all Hardware required to provide the Services as of the
            commencement date, and shall categorize such Hardware as follows:
            (i) Company Group owned Hardware which shall be transferred to
            Provider as part of the purchased assets; (ii) Company Group owned
            Hardware which Company will make available for use by Provider in
            connection with its delivery of the Services; (iii) Hardware which
            is leased by the Company Group from a third party and which Provider
            will use under Provider's appointment as Company's representative
            pursuant to Section 3.3; and (iv) leased Hardware for which a
            consent shall be obtained permitting Provider to use the Hardware in
            connection with its delivery of the Services, designating whether
            Company or Provider shall have responsibility for obtaining such
            consent.

      (c)   The Parties shall identify on the THIRD PARTY AGREEMENTS SCHEDULE
            (SCHEDULE I), the SOFTWARE RIGHTS SCHEDULE (SCHEDULE F), or the
            HARDWARE RIGHTS SCHEDULE (SCHEDULE M) all Third Party Agreements
            required to provide the Services as of the Effective Date, and shall
            categorize such Third Party Agreements as either Assigned
            Agreements, Managed Agreements, Right to Use Agreements, Retained
            Agreements, Company Proprietary Agreements, Provider Proprietary
            Agreements, or Provider Third Party Agreements.


Confidential           Human Resources Services Agreement                 Page 9
<PAGE>
      (d)   Provider will provide to Company within a reasonable period after
            Company's request a current list of the applications Software
            required to provide the Services.

3.2.  Software and Hardware Migration.

      (a)   Provider and Company contemplate that certain of the information
            technology platform operated by Company and used exclusively to
            support the Employee Service Center shall be migrated from the
            Company to Provider on or before the Migration Date. The Parties
            therefore agree that on or before the Migration Date, Provider will
            discontinue its use of the Company Hardware located at the Employee
            Service Center and the Company Software residing on such Hardware.
            Provider will be responsible for determining the information
            technology migration plan and procedures with any changes to the
            Services and Charges to be handled through the Change Control
            Procedures. Except as otherwise agreed pursuant to the Change
            Control Procedures, Provider will be responsible for obtaining the
            necessary Hardware and Software at the Employee Service Center to
            continue to perform the Services following the Migration Date and
            for all costs associated with obtaining such Hardware and Software.
            Upon request by Provider in connection with the migration, Company
            will transfer to Provider at no additional cost to Provider the
            desktop computers and printers, as identified on the HARDWARE RIGHTS
            SCHEDULE (SCHEDULE M), with all Software removed therefrom, that are
            (i) located at the Employee Service Center, (ii) owned by Company
            and (iii) made available by Company for use by employees of Provider
            providing Services under this Agreement.

      (b)   Regarding the Company Hardware and Software, other than the SAP
            software, that Provider has the right to use or access in connection
            with the Services but which is not located at the Employee Service
            Center, the Parties agree to use the Change Control Procedures at
            any time and from time to time to determine any changes to
            Provider's right to use or access to such Hardware and Software and
            the impact of such changes on the Charges. Regarding the SAP
            software, the Parties agree that Provider will not be responsible
            for obtaining a SAP license to perform the Services for Company.

3.3.  Appointment as Company Representative.

      (a)   Company authorizes Provider to act as the representative of the
            Company and the members of the Company Group, and Provider accepts
            such authorization, for the limited purposes of administering and
            assisting Company in the management of the Managed Agreements and
            accessing the applicable Software and Hardware under the Retained
            Agreements.

      (b)   Provider will perform its obligations and responsibilities as
            representative of Company and Company Group under the Managed
            Agreements, the Right to Use Agreements and the Retained Agreements
            subject to the provisions of this Agreement, the SOFTWARE RIGHTS
            SCHEDULE (SCHEDULE F), the HARDWARE RIGHTS SCHEDULE (SCHEDULE M) and
            the SERVICES SCHEDULE (SCHEDULE A). Upon Company's request, Provider
            will provide to Company all information and documentation related to
            its activities as the Company Group's representative under the
            Managed Agreements and the Retained Agreements.

      (c)   Company may terminate or provide additional restrictions on
            Provider's appointment as representative of Company and Company
            Group with respect to the Managed Agreements and the Retained
            Agreements at any time in Company's discretion upon reasonable
            notice to Provider. The impact on the Services of such termination
            or additional restrictions will be addressed through the Change
            Control Procedures.


Confidential           Human Resources Services Agreement                Page 10
<PAGE>
      (d)   In accordance with the SERVICES SCHEDULE (SCHEDULE A), Company and
            Provider shall use their commercially reasonable efforts to obtain
            any consents, and assignment and novation agreements necessary to
            transfer and assign to Provider the Assigned Agreements listed in
            the THIRD PARTY AGREEMENTS SCHEDULE (SCHEDULE I). If any such
            agreement has not been assigned as of the Process Take-On Date, then
            such agreement shall be deemed a Managed Agreement [***]* until such
            time as the agreement is Assigned. If the Parties reasonably
            determine that any required assignment or novation agreement
            relating to an agreement intended to be an Assigned Agreement cannot
            be obtained on terms reasonably acceptable to both Parties, then
            such agreement shall be reclassified as a Managed Agreement and the
            Parties shall cooperate to make any necessary adjustments as a
            result of such reclassification.

3.4.  License, Lease and Maintenance Charges. In addition to the responsibility
      for the costs of Required Consents provided for in Section 2.15, each
      Party will be financially responsible for license, leasing, maintenance,
      support and other such costs of Software and Hardware provided by Company
      or used or accessed by Provider in connection with the arrangements
      contemplated by this Agreement as and to the extent provided for in the
      CHARGES SCHEDULE (SCHEDULE C). Provider will be financially responsible
      for all other such costs. The Charges will include all license, lease,
      maintenance, support and other costs for Provider Software and Hardware
      and all other such costs for which Provider is financially responsible.

3.5.  Viruses. Each Party will take commercially reasonable measures to ensure
      that no Virus or similar items are introduced into the Software system and
      the operating environments used to provide the Services. If a Virus is
      found to have been introduced into the Software systems and the operating
      environments used in connection with the Services, each Party shall use
      commercially reasonable efforts and diligently work to eliminate the
      effects of the Virus; provided, however, both Parties shall take immediate
      action if required due to the nature or severity of the Virus'
      proliferation. If a Virus is introduced into the Software system or the
      operating environments used to provide the Services from a desktop
      computer or other source controlled by Provider, then Provider will be
      financially responsible for the costs associated with eliminating the
      effects of the Virus. If a Virus is introduced into the Software system or
      the operating environment to provide the Services from other than an
      Provider controlled source, then Provider shall not be financially
      responsible for the costs associated with eliminating the effects of the
      Virus. Each Party shall be responsible for the reasonable costs incurred
      by the other Party resulting from the responsible Party's failure to
      fulfill its obligations under this Section 3.5.

                          ARTICLE 4. CHANGE MANAGEMENT

4.1.  Change Control Procedures. Except as otherwise set forth in this
      Agreement, the Account Governance Schedule or the Technology and Business
      Process Governance Schedule, all changes and approval procedures for
      performance under this Agreement shall be made in accordance with the
      CHANGE CONTROL PROCEDURES SCHEDULE.

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Confidential           Human Resources Services Agreement                Page 11
<PAGE>
                      ARTICLE 5. TRANSITION AND RESOURCES

5.1.  Transition Plan. The Transition Plan as set forth on the TRANSITION PLAN
      SCHEDULE (SCHEDULE G) will govern Provider's performance of the Services
      and the Company's performance of various transition tasks during the
      period from the Effective Date until such time as the Services are
      completely migrated/converted to Provider, including without limitation
      the satisfaction or written waiver of the conditions set forth on
      ADDITIONAL AGREEMENTS SCHEDULE (the "Process Take-On Date"). Each Party
      agrees to use its commercially reasonable efforts to satisfy the
      conditions set forth on the ADDITIONAL AGREEMENTS SCHEDULE. The Parties'
      expectation is that the Process Take-On Date will be no later than [***]*.
      After the Process Take-On Date and until expiration or termination of this
      Agreement, Provider will perform the Services in accordance with the other
      provisions of this Agreement. The charges for the transition services to
      be provided by Provider are included in the Charges for the Services and
      there shall be no additional charge to the Company for transition services
      unless mutually agreed pursuant to the Change Control Procedures.

5.2.  Affected Employees.

      (a)   Provider will offer employment to each of the individuals listed on
            the AFFECTED EMPLOYEES SCHEDULE (SCHEDULE D). The offers to be made
            to each of the Affected Employees by Provider will be as described
            on the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J).
            Additional details regarding the treatment of Affected Employees are
            included in the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE
            J).

      (b)   All costs and expenses incurred by Provider in connection with the
            offer to employ and the employment of the Affected Employees shall
            be the responsibility of Provider. Provider will promptly reimburse
            Company for the amount of salary and benefit costs incurred by
            Company, if any, with respect to the Affected Employees after the
            Process Take-On Date for the period until they receive offers and
            they reject such offers, such offers expire or the Affected
            Employees become Provider employees if and only if Provider requests
            that Company retains such employees beyond the Process Take-On Date.

5.3.  Resources.

      (a)   Except as otherwise provided in Sections 2.15 and 3.4, each Party
            will have the responsibility and obligation to provide, administer,
            manage, support, maintain and pay for all resources (including,
            without limitation, personnel, Hardware, Software, facilities,
            services and other items, however described) necessary or
            appropriate for the performance of such Party's obligations under
            this Agreement.

      (b)   Beginning on the Effective Date and for the duration of the Term,
            each Party will timely provide trained and qualified personnel as
            necessary or appropriate to facilitate and ensure the timely and
            proper performance of such Party's obligations under this Agreement.

5.4.  Sale of Assets. As of the Process Take-On Date, Company will sell, assign
      and transfer to Provider, and Provider will buy and assume from Company,
      certain equipment, furniture and other assets and certain of Company's
      contractual arrangements as set forth in the Conveyance Document to be
      entered into by the Parties prior to the Process Take-On Date.

5.5.  Facility Arrangements. As of the Process Take-On Date, Company will
      sub-lease to Provider, and Provider will sub-lease from Company, certain
      facilities as set forth in a Real Estate Sub-Lease Agreement to be entered
      into by the Parties prior to the Process Take-On Date.

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Confidential           Human Resources Services Agreement                Page 12
<PAGE>
5.6.  Failure or Delay of Transfers. With respect to the transfers and grants of
      rights from Company to Provider under the ancillary agreements described
      in Sections 5.4 and 5.5 above, if there are any delays in obtaining
      consents or effectuating such transfers and grants of rights, the Parties
      shall cooperate in good faith to obtain such consents or effect such
      transfers.

                          ARTICLE 6. SERVICE STAFFING

6.1.  Relationship Managers. Each Party's initial Relationship Manager shall be
      the person so designated in the ACCOUNT GOVERNANCE SCHEDULE. A Party's
      Relationship Manager shall have the authority to act for the appointing
      Party and its subcontractors in connection with all aspects of this
      Agreement, and shall be the person to whom all of the non-appointing
      Party's communications to the appointing Party may be addressed. The
      process the Parties will follow for the subsequent assignment of
      Relationship Managers is specified in Section 6.3 and in the ACCOUNT
      GOVERNANCE SCHEDULE.

6.2.  Key Personnel. Each of the Provider personnel engaged in key positions
      (including but not limited to the Relationship Manager) will devote
      substantially all of his or her full time and effort to the performance of
      the Services and the Company platform shared by the Parties. Company has
      the right to approve Provider personnel in key positions, in advance and
      in writing. Provider's personnel filling key positions as of the Effective
      Date are listed in the KEY PERSONNEL SCHEDULE.

6.3.  Provider's Replacement of Personnel. Provider will give Company at least
      [***]* advance notice of a change in the person appointed as the Provider
      Relationship Manager or the person appointed as the Provider Center
      Manager (together, the "Provider Managers"), unless the Provider Manager
      resigns or is unable to work due to his or her death, disability or is
      removed at Company's request. In any such event, Provider will provide
      Company with notice of such event as promptly as reasonably possible.
      Company shall promptly provide Provider with notice of any concerns that
      it may have with the proposed change and Provider and Company shall
      discuss such concerns. Company shall have the right after such discussion
      to require that its concerns be resolved on a mutually agreed basis.
      Provider shall not reassign or replace any person assigned as the Provider
      Relationship Manager or the Provider Center Manager during the first year
      of his or her assignment to the Company service team, nor shall Provider
      assign more than [***]* different individuals to either such position
      during the Term, unless Company consents to such reassignment or
      replacement, or the Provider employee voluntarily resigns from Provider,
      is unable to work due to his or her death or disability or in consultation
      with Company, is removed from the Company account for non-performance, or
      takes a leave of absence that Provider is required to provide by law or
      that is consistent with the terms of an ordinary and commercially
      reasonable benefits package applicable to that individual. If a Provider
      Relationship Manager resigns or is replaced and the Provider Center
      Manager moves into the position of Provider Relationship Manager (or vice
      versa), then such change will only be counted as a change in the Provider
      Relationship Manager, but not also as a change in the Provider Center
      Manager.

6.4.  Retention of Experienced Resources. If Company reasonably believes that a
      continuing deficiency in the performance of the Services is attributable
      in whole or in part to Provider's reassignment, movement, or other changes
      in the personnel assigned by Provider to the performance and delivery of
      the Services and/or to the Provider subcontractors assigned to the Company
      service team, Company will notify Provider of such belief and the basis
      for such belief. Upon receipt of such notice from Company, Provider (i)
      will promptly provide to Company a report setting forth Provider's
      position regarding the matters raised by Company in its notice; (ii) will
      meet with Company to discuss the matters raised by Company in its notice
      and Provider's positions with regard to such matters; and (iii) will
      promptly and diligently take commercially reasonable action

----------
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Confidential           Human Resources Services Agreement                Page 13
<PAGE>
      to address any such Provider personnel assignment practices and/or
      processes identified by Company as adversely impacting the performance and
      delivery of the Services by Provider.

6.5.  Efficient Use of Resources. Provider shall take commercially reasonable
      actions (i) to efficiently administer, manage, operate and use the
      resources employed by Provider to provide and perform the Services that
      are chargeable to Company under this Agreement, and (ii) to diligently and
      continuously improve the performance and delivery of the Services by
      Provider and the elements of the policies, processes, procedures and
      system that are used by Provider to perform and deliver the Services,
      including, without limitation, re-engineering, tuning or optimizing the
      processes, procedures and systems used to perform, deliver and track the
      Services.

6.6.  Non-solicitation of Employees. [***]* neither Party shall knowingly
      solicit any employee of the other Party or their Affiliates without the
      other Party's written consent, except as permitted upon termination under
      Section 13.4 or under Section 5.2. Company or Provider employee's
      responses to or employment resulting from general public solicitations
      will be exempted from this provision. Notwithstanding each Party's right
      to solicit the employment of employees of the other Party or its
      Affiliates through general public solicitations as provided above in this
      Section 6.6, neither Party will [***]* hire, employ or engage as a
      consultant or in any other position, however described, any person who is
      directly involved in the delivery or receipt of the Services while such
      person is engaged in any such capacity by the other Party [***]* without
      the prior written consent of such other Party.

                      ARTICLE 7. CHARGES AND DISBURSEMENTS

7.1.  Disbursements. Beginning on the Process Take-On Date and in accordance
      with the CHARGES SCHEDULE (SCHEDULE C), Provider will pay as part of the
      Services all amounts payable to the third party providers under the
      agreements listed as Assigned Agreements on the THIRD PARTY AGREEMENTS
      SCHEDULE (SCHEDULE I) for the provision of Software, products and services
      required for the delivery of the Services. Provider will reimburse Company
      in a timely manner for payments to such third parties by the Company Group
      as and to the extent such payments are allocable to performance by such
      third parties during periods on and after the Process Take-On Date.
      Company will promptly reimburse Provider for all payments to such third
      parties made by Provider as and to the extent such payments are allocable
      to performance by such third parties during the period prior to the
      Process Take-On Date.

7.2.  Charges. In consideration of Provider's performance of the Services,
      Company will pay Provider the Charges in accordance with the CHARGES
      SCHEDULE (SCHEDULE C). The Charges shall be the only amounts chargeable to
      Company for the Services and other resources to be provided to Company
      under this Agreement, except as otherwise provided for in Section 7.3.

7.3.  Taxes.

      (a)   [***]*

      (b)   Each Party will provide notice to the other Party before remitting
            sales and use Taxes in connection with any and all transactions
            contemplated by this Agreement. The Parties will cooperate in good
            faith to develop consistent sales and use Tax positions acceptable
            to both Parties. Each Party shall then provide notice of all sales
            and use Taxes voluntarily paid by that Party in connection with any
            and all transactions contemplated by this Agreement. Either Party
            may at its sole discretion elect to seek a refund of Taxes so paid,
            either directly or through the other Party to this Agreement if
            required by statutory refund procedures. When one Party elects to
            seek a refund of any sales and use Tax, the other

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Confidential           Human Resources Services Agreement                Page 14
<PAGE>
            Party may choose to participate in the litigation to obtain the
            refund (the term litigation being used in sections (b) and (c)
            broadly to encompass all efforts to seek administrative remedies and
            litigation in any appropriate trial or appellate forum), by bearing
            its pro-rata share of all attorneys fees and other expenses related
            thereto, based on the Parties share of the potential recovery as
            determined in subsection(a). In that event, all amounts recovered
            from said efforts to obtain a refund shall be allocated to the
            calendar year in which the Taxes were paid and distributed to the
            Parties according to the amounts of Taxes paid by each in that
            calendar year pursuant to subsection (a). A Party may elect to not
            participate in an effort to obtain a refund and not contribute to
            the cost of said effort. In that event, the Party proceeding in with
            a refund claim (whether directly, or through the other Party to this
            Agreement) shall receive all amounts recovered, with the
            non-litigating Party waiving all rights thereto. Each party will
            seek any refund at the behest of the other Party to this Agreement.
            When pursuing a claim for refund and related litigation, each Party
            will make a good faith effort to reach an agreement with the other
            Party regarding selection of counsel and litigation strategies.

      (c)   Either Party will notify the other party to this Agreement in the
            event it receives an assessment of sales and use Taxes arising out
            of any transaction contemplated by this Agreement. Either Party may,
            in the event it receives an assessment, pursue litigation to have
            the assessment set aside or, in the event the other Party receives
            an assessment, demand at its discretion that the other Party pursue
            litigation to have the assessment set aside. Attorneys' fees and
            other expenses associated with challenging any assessment shall be
            borne by the Parties on a pro rata basis reflecting each Party's
            share of the assessed tax liability as determined in paragraph (a).
            Any statutory attorneys fees or other expenses recovered as part of
            a challenge to an assessment shall be divided by the Parties on that
            same pro-rata basis. In the event the Parties agree to pay an
            assessment, the assessed Taxes paid shall be allocated to the
            calendar year for which the Taxes were assessed and paid by the
            Parties according to their respective liabilities as set out in
            paragraph(a). When challenging an assessment and in related
            litigation, each Party will make a good faith effort to reach an
            agreement with the other Party regarding selection of counsel and
            litigation strategies.

      (d)   The Parties agree to reasonably cooperate with each other to enable
            each to more accurately determine each other's tax and to minimize
            such liability to the extent legally possible. Provider's invoices
            shall separately state the amounts of any Taxes Provider is
            collecting from Company. In the case of Company, such cooperation
            shall include providing Provider any applicable exemption or resale
            certificates, and information regarding out-of-province or
            out-of-country sales and use of equipment. In the case of Provider,
            such cooperation shall include providing Company, at the reasonable
            and written request of Company, with applicable information
            regarding delivery or use of materials, services, or sales, and
            taking reasonable additional steps to minimize Taxes, examples of
            which include providing Company with thorough invoices and/or
            additional billing information that may be reasonably requested in
            order to determine the taxability of specific goods and services
            provided under this Agreement.

7.4.  [***]*

7.5.  Benchmarking. Company and Provider shall engage in the Benchmark Process
      provided for in the BENCHMARKING SCHEDULE. The Parties shall cooperate in
      good faith to jointly select one or more suitable benchmarkers, [***]*
      Provider shall not be specifically bound by the results of the
      Benchmarking Process, but Provider agrees that it shall give due
      consideration to such results in responding to reasonable requests
      received from Company for adjustments in the arrangements contemplated by
      this Agreement.

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Confidential           Human Resources Services Agreement                Page 15
<PAGE>
                        ARTICLE 8. INVOICING AND PAYMENT

8.1.  Invoicing. Provider will invoice Company for the Charges in accordance
      with the invoicing procedures set forth on the CHARGES SCHEDULE (SCHEDULE
      C).

8.2.  Invoice Payment. Company will pay each invoice by wire funds transfer or
      other electronic means to an account specified by Provider in accordance
      with the payment terms set forth in the CHARGES SCHEDULE (SCHEDULE C).

8.3.  Disputed Charges/Credits. In the event Company disputes the accuracy or
      applicability of a charge or credit or other financial arrangement
      described in this Agreement, Company shall notify Provider of such dispute
      as soon as practicable after the alleged discrepancy has been discovered.
      Notwithstanding any such dispute, Company shall timely pay all amounts for
      Baseline Charges and Recurring Third Party Costs, subject to correction
      for manifest error. Any payment of disputed charges remitted by Company
      shall be deemed to be made with a reservation of rights by Company. If
      Company disputes in good faith any invoiced amounts for charges other than
      for Baseline Charges and Recurring Third Party Costs, [***]*Company may
      withhold payment of particular charges that Company disputes provided that
      Company delivers to Provider concurrently with the withholding of the
      disputed charges a reasonably detailed written explanation of the basis of
      the dispute. All undisputed accrued and payable amounts will be paid by
      Company in accordance with the timeframes set forth in this Agreement.

8.4.  Setoff Rights. Any fees charged by Provider under this Agreement may be
      offset by the amount of [***]* costs paid by Company on behalf of Provider
      in accordance with this Agreement, the Conveyance Document or the
      Sub-Lease, or any other damages incurred by Company and finally awarded by
      a court of competent jurisdiction, or other amounts owed and past due to
      Company by Provider in accordance with this Agreement. Company shall
      provide at the time of such setoff a detailed written explanation of, and
      backup information related to, such setoff amount.

                          ARTICLE 9. TECHNOLOGY RIGHTS

9.1.  Pre-Existing Property. Each Party will retain ownership of Pre-Existing
      Property that it provides for the performance of the Services.

9.2.  Development Activity. The Parties acknowledge and agree that the Services
      provided under this Agreement do not include the transfer to Company of
      any customized or packaged computer software or any services that are part
      of the transfer to the Company of any customized or packaged computer
      software.

9.3.  Company License. [***]* Company will provide to Provider copies of such
      Code in object code form only and other Materials to the extent reasonably
      necessary to permit Provider to exercise its rights under this Article 9.
      Nothing in this Section shall prevent Provider from providing the
      cooperation to Company's third party suppliers in accordance with Section
      1.6 of this Agreement or from providing the access and use of the Services
      to third parties supporting the Company in accordance with Section 2.3 of
      this Agreement.

9.4.  No Other Licenses. Except as set forth in this Article 9 and in Section
      13.4, with respect to licenses and rights granted upon a termination or
      expiration of this Agreement, no other licenses or rights (including
      without limitation licenses or rights under patents) are granted under
      this Agreement.

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Confidential           Human Resources Services Agreement                Page 16
<PAGE>
9.5.  Assignments. To the extent that by operation of law, any of the Materials
      may not be owned by a Party to which ownership has been allocated under
      this Article 9, each Party agrees to promptly assign, or cause to be
      assigned, and take such actions and execute and deliver such documents as
      shall be necessary or appropriate to effect such assignment (including,
      without limitation, the intellectual property rights directly appurtenant
      to such Materials) without further consideration.

9.6.  Other Agreements. The assignment of ownership rights and the grant of
      certain license rights by Company to Provider provided for in this Article
      9 shall be expressly subject to the terms of any Software or Hardware
      agreements that may limit Company's ability to make such an assignment or
      grant to Provider, such as, for example, the terms of any license
      agreement included in the SOFTWARE RIGHTS SCHEDULE (SCHEDULE F) or
      HARDWARE RIGHTS SCHEDULE (SCHEDULE M) that may reserve some or all of such
      rights to the licensor under such license agreement. Following the
      Effective Date, Company will use commercially reasonable efforts to
      identify any such restrictions, secure any waiver of any confidentiality
      or similar provisions necessary to notify Provider of such restrictions,
      and provide Provider with descriptions or abstracts of such provisions,
      subject to the receipt of any such waivers necessary to make such
      disclosures.

                          ARTICLE 10. CONFIDENTIALITY

10.1. Covenants. Company and Provider will each refrain from disclosing, will
      hold as confidential and will use the same level of care to prevent
      disclosing to third parties, the Proprietary Information of the other
      Party as it employs to avoid disclosure, publication or dissemination of
      its own information of a similar nature but in no event less than a
      reasonable standard of care. Notwithstanding the foregoing, the Parties
      may disclose Proprietary Information in the case of Company, to members of
      the Company Group, to auditors in accordance with Section 2.8, to third
      parties permitted to access the Services under Section 2.3 and in the case
      of both Parties, the authorized contractors and subcontractors involved in
      providing, accessing and using the Services under this Agreement where:
      (i) such disclosure is necessary to further the purposes of this
      Agreement; (ii) such receiving parties agree in writing to observe the
      confidentiality and restricted use and disclosure covenants and standards
      of care set forth in this Article 10 and under which the disclosing Party
      is a third party beneficiary for all purposes; and (iii) the receiving
      Party making the disclosure assumes full responsibility for the acts or
      omissions of such other receiving parties.

      Neither Company nor Provider shall use the Proprietary Information of the
      other Party except in the case of Provider and its subcontractors, in
      connection with the performance of the Services and as otherwise
      specifically permitted in this Agreement, and in the case of Company, its
      contractors, other members of the Company Group and other permitted
      recipients of Provider's Proprietary Information, as specifically
      permitted in this Agreement and in connection with the use of the
      Services. Neither Provider nor Company will acquire any right in or assert
      any lien against the other Party's Proprietary Information except as
      contemplated by this Agreement; or refuse to promptly return, provide a
      copy of or destroy such Proprietary Information upon the request of the
      disclosing Party.

10.2. Exclusions. Notwithstanding the foregoing, this Article 10 will not apply
      to any information which Provider or Company can demonstrate: (a) at the
      time of disclosure to it, was in the public domain; (b) after disclosure
      to it, was published or otherwise part of the public domain through no
      fault of the receiving Party; (c) without a breach of duty owed to the
      disclosing Party, was in the possession of the receiving Party at the time
      of disclosure to it; (d) was received after disclosure to it from a third
      party who had a lawful right to and, without a breach of duty owed to the
      disclosing Party, did disclose such information to it; or (e) was
      independently developed by the receiving Party without reference to
      Proprietary Information of the disclosing Party. Further, either Party may
      disclose the other Party's Proprietary Information to the extent required
      by law or order of a court or governmental agency. However, the recipient
      of such Proprietary Information must give


Confidential           Human Resources Services Agreement                Page 17
<PAGE>
      the other Party prompt notice and make a reasonable effort to obtain a
      protective order or otherwise protect the confidentiality of such
      information, all at the disclosing Party's cost and expense.

10.3. Limitations. The covenants of confidentiality set forth herein (a) will
      apply after the Effective Date to any Proprietary Information disclosed to
      the receiving Party before and after the Effective Date and [***]*

10.4. Residual Rights. Subject to any agreement between Company and its
      personnel, contractors or subcontractors, or between Provider and its
      personnel, contractors, or subcontractors, and notwithstanding any
      provision of this Agreement or its Schedules to the contrary, Company,
      Provider and their respective personnel, contractors and subcontractors
      shall be free to use and employ their respective general skills, know-how
      and expertise, and to use, disclose and employ any generalized ideas,
      concepts, know-how, methods, techniques or skills gained or learned during
      the course of any assignment, so long as they acquire and apply such
      information without disclosure of any confidential or proprietary
      information of the other Party and without any unauthorized use or
      disclosure of the Code or Materials owned by or under license from the
      other Party.

                              ARTICLE 11. SECURITY

11.1. Data Ownership and Privacy. All Company Information is the exclusive
      property of Company. The furnishing of or access to such Company
      Information by Provider and/or its subcontractors will not grant to
      Provider and/or its subcontractors any express or implied license to or
      interest in the Company Information. Provider hereby waives any interest,
      title, lien or right to any such Company Information. Company Information
      shall not be (i) used by Provider except as required to perform the
      Services pursuant to this Agreement, (ii) disclosed, sold, assigned,
      leased, or otherwise provided to third parties by Provider other than to
      subcontractors and vendors participating in the provision of the Services
      in accordance with the terms of this Agreement and to the extent necessary
      for such subcontractors and vendors to perform their services under this
      Agreement, (iii) commercially exploited by or on behalf of Provider, its
      employees, subcontractors and agents, or (iv) used by Provider, during and
      after the term hereof, to solicit Company employees, directly or
      indirectly, on behalf of itself or others for any purpose which is not
      directly in furtherance of Provider's obligations with respect to Affected
      Employees as set forth herein. Provider's use and handling of all data
      shall at all times be in accordance with its obligations under Section
      2.11, all data privacy and protection laws and regulations as well as
      Company's data privacy requirements as set forth on the DATA PRIVACY AND
      SECURITY PROCEDURES SCHEDULE. Company shall be entitled from time to time
      during the Term and until such time as the Company Information is returned
      to Company following expiration or termination of this Agreement to
      supplement its data privacy requirements and any resulting impact on the
      arrangements contemplated under this Agreement will be addressed in
      accordance with the Change Control Procedures. Upon request by Company at
      any time and from time to time during the Term and until such time as the
      Company Information is returned to Company following expiration or
      termination of this Agreement and without regard to the default status of
      the Parties under this Agreement, Provider and/or its subcontractors shall
      promptly deliver to Company its Company Information in electronic (tape)
      format and in such hard copy as existing on the date of the request by
      Company.

11.2. Data Security. Provider will establish and maintain electronic and
      physical safeguards against unauthorized access, destruction, loss,
      accidental or unauthorized deletion, disclosure or alteration of the
      Company Information under Provider's control that are required by
      applicable law and/or agreed to by the Parties, which will in no event be
      less rigorous than (a) those safeguards set forth

----------
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Confidential           Human Resources Services Agreement                Page 18
<PAGE>
      on the DATA PRIVACY AND SECURITY PROCEDURES SCHEDULE, and (b) applicable
      industry standards. Company shall be entitled from time to time during the
      Term and until such time as the Company Information is returned to Company
      following expiration or termination of this Agreement to supplement the
      security procedures to be enforced by Provider in accordance with the
      Change Control Procedures. Where Provider provides Company, Company Group,
      or their employees, agents and contractors access to Provider systems with
      password or other access restrictions, including restrictions to prevent
      unauthorized access to portions of Provider systems containing data of
      Provider or its other customers, Company agrees to abide by all reasonable
      data security policies imposed by Provider.

11.3. Other Security Measures. Portions of the facilities used by Provider to
      provide the Services shall be subject to data and records protection and
      physical security measures set forth on the DATA PRIVACY AND SECURITY
      PROCEDURES SCHEDULE. Provider will provide the Hardware, Software and
      other resources required to meet its obligations under this Article 11. If
      Provider provides the Services from a physical location or device that is
      shared with a third party or used in part on behalf of a third party,
      Provider shall develop a process, subject to Company's prior written
      approval, to restrict access to the Company Information by Provider's
      employees, subcontractors or agents engaged in business activities on
      behalf of a third party. Where Provider provides Company, Company Group,
      or their employees, agents and contractors access to Provider facilities
      with password or other access restrictions, including restrictions to
      prevent unauthorized access to portions of Provider facilities containing
      data of Provider or its other customers, Company agrees to abide by all
      reasonable data security policies imposed by Provider. [***]*

                        ARTICLE 12. TERM AND TERMINATION

12.1. Term. The term of this Agreement will begin as of the Effective Date and
      will end as of [***]* (the "Term"), unless earlier terminated or extended
      in accordance with the provisions of this Agreement.

12.2. Renewal. Upon expiration of the initial Term, Company may, at its option,
      renew this Agreement [***]* The terms and conditions of this Agreement
      (including, without limitation, the CHARGES SCHEDULE (SCHEDULE C)), as
      amended from time to time, shall govern the renewal term. Company shall
      notify Provider of its intent to renew at least [***]* prior to the
      expiration of the initial Term. If Company renews either of the Optional
      Agreements, Provider may require Company to renew this Agreement for a
      concurrent renewal term. This Agreement shall be renewed for additional
      renewal terms beyond the initial renewal term as the Parties may in each
      instance agree.

12.3. Termination by Company for Cause. Company may terminate this Agreement for
      cause immediately upon written notice to Provider by Company, if:

      (a)   Provider breaches any of its material duties or obligations under
            this Agreement and does not cure such breach within [***]* after
            notice thereof; provided that if by the nature of the breach a cure
            can be achieved, but not within [***]*, and that after receipt of
            such notice Provider has begun to effect a cure without undue delay,
            then Provider shall have such time as is reasonably required to
            effect a cure with continuous and diligent effort, in any event not
            to exceed [***]* from the date that Provider receives notice from
            Company of such event; or

      (b)   [***]*; or

      (c)   [***]*; or

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Confidential           Human Resources Services Agreement                Page 19
<PAGE>
      (d)   Provider breaches its duty in accordance with the Account Governance
            Schedule to deliver the plan or to execute against such plan to
            remedy a series of non-material or persistent breaches by Provider
            that Company perceives in the aggregate to have a significant
            adverse impact on the Services and fails to cure such breach within
            [***]* after written notice thereof; provided that if by the nature
            of the breach a cure can be achieved, but not within [***]* and that
            after receipt of such notice Provider has begun to effect a cure
            without undue delay, then Provider shall have such time as is
            reasonably required to effect a cure with continuous and diligent
            effort, in any event not to exceed [***]* from the date that
            Provider receives notice from Company of such event; or

      (e)   Provider becomes insolvent or is unable to pay its debts or enters
            into or files (or has filed or commenced against it, unless
            dismissed within [***]* a petition, arrangement, application, action
            or other proceeding seeking relief or protection under the
            bankruptcy laws of the United States or any similar laws of the
            United States or any state of the United States or any other country
            or transfers all or substantially all of its assets to another
            person or entity in an effort to avoid its obligations to creditors;
            or

      (f)   Provider incurs Damages to Company in excess of the Provider Damages
            Cap set forth in Section 14.1 as such Damages are either finally
            adjudicated or agreed to by the Parties; or

      (g)   Company elects to terminate this Agreement for Provider's failure to
            perform the Disaster Recovery Services in accordance with the
            DISASTER RECOVERY SCHEDULE and Provider fails to cure such
            non-compliance within [***]* after written notice from Company of
            such non-compliance; or

      (h)   Company elects to terminate this Agreement upon a continuing Force
            Majeure Event as provided for in Section 19.1(c)(ii); or

      (i)   Company elects to terminate this Agreement upon the occurrence of a
            Material Termination Event.

12.4  [***]*

12.5  Termination by Company for Convenience. Company may elect to terminate
      this Agreement for its convenience in accordance with the TERMINATION FOR
      CONVENIENCE SCHEDULE. Within [***]* after a termination for convenience,
      Company shall pay the termination fee in the amount set forth on the
      CHARGES SCHEDULE (SCHEDULE C).

12.6  Termination by Provider. Provider may terminate this Agreement for failure
      by Company to pay Charges in accordance with this Agreement (other than
      any payment of any invoiced charge that is withheld by Company as
      permitted under Section 8.3), which payment remains uncured for a period
      of [***]* after written notice thereof from Provider.

                       ARTICLE 13. EFFECT OF TERMINATION

13.1. Survival of Selected Provisions. Notwithstanding the expiration or earlier
      termination of the Services or this Agreement for any reason however
      described, the following terms of this Agreement shall survive any such
      expiration or termination: (i) Article 7, Article 8, Article 9, Article
      10, Article 11, Article 13, Article 14, Article 18, Article 20, Section
      2.6, Section 2.8, Section 2.11, Section 5.2, and Section 6.6, (ii) until
      the applicable statute of limitations expire, Section 16.1(c), Section
      16.2(c) and Section 16.1(e), and (iii) for a period of three (3) years
      after

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Confidential           Human Resources Services Agreement                Page 20
<PAGE>
      the expiration or termination date of this Agreement, Article 15, Article
      16 (except as otherwise provided in clause (ii)), and Article 17.

13.2. Extension. Upon any termination of this Agreement by either Party, or upon
      expiration of the Term of this Agreement, Company may extend the Term of
      this Agreement for a period not to exceed [***]* after the otherwise
      effective date of termination, except that the extension period shall be
      limited to [***]* in the event of any termination by Provider under
      Section 12.5. If Company elects to extend either of the Optional
      Agreements, Provider may require Company to extend this Agreement for a
      concurrent extension term. The provisions of this Agreement will remain in
      effect during such extension. Company may exercise such option by
      providing Provider written notice of its wish to extend (i) following
      termination of this Agreement by Company for Cause at least [***]* prior
      to the otherwise effective date of termination, (ii) following termination
      of this Agreement by Company for other than Cause, at least [***]* prior
      to the otherwise effective date of termination, (iii) following
      termination of this Agreement by Provider in accordance with Section 12.6
      at least [***]* prior to the otherwise effective date of termination, or
      (iv) following expiration of this Agreement, at least [***]* prior to the
      date of expiration. Except as otherwise agreed between Company and
      Provider, payments for Services during such extension will be due on the
      standard invoicing terms set forth in Article 8 of this Agreement. If,
      however, Provider terminates this Agreement under Section 12.6, Company
      must prepay for any Baseline Charges and Recurring Third Party Costs as a
      condition to Provider's obligations under this Section 13.2 and no
      election to extend shall be effective unless accompanied by Company's
      payment in full of all then unpaid invoices notwithstanding any disputes,
      provided that Company may reserve its rights with respect to such
      disputes.

13.3. Services Transfer Assistance.

      (a)   During the period after any termination of this Agreement, or
            expiration of this Agreement (the "Termination Assistance Period"),
            Provider will perform the termination assistance services in
            accordance with the Termination Assistance Plan set forth on the
            TERMINATION ASSISTANCE PLAN SCHEDULE. The Parties will use
            reasonable efforts to limit the Termination Assistance Period to no
            more than [***]* after the termination or expiration of this
            Agreement.

      (b)   The Parties agree that Provider will be compensated for any
            Termination Assistance Services provided by Provider that require
            the use of different or additional services or resources beyond that
            which Provider is then using to provide the Services in accordance
            with the Service Levels. In that event, Provider's request for
            Termination Assistance Services will be considered New Services to
            be provided in accordance with Section 2.14. Except as otherwise
            agreed between Company and Provider, payments for Termination
            Assistance Services will be due on the standard invoicing terms set
            forth in Article 8 of this Agreement. If, however, Provider
            terminates this Agreement for cause under Section 12.6, Company must
            cure the breach giving rise to termination and will prepay for any
            such Termination Assistance Services as a condition to Provider's
            obligations under this Section 13.3.

      (c)   Within [***]* after each anniversary date of this Agreement,
            Provider will submit for Company's approval a revised Termination
            Assistance Plan, updated by Provider to reflect the then-existing
            Company environment in which the Services are provided. Upon
            approval by both Parties, each revised Termination Assistance Plan
            will be signed by both Parties and attached as an Addendum to the
            TERMINATION ASSISTANCE PLAN SCHEDULE.

      (d)   During the Termination Assistance Period, Provider will provide the
            Company Group, its Affiliates, and third parties participating in
            the transition activities, with reasonable access to

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Confidential           Human Resources Services Agreement                Page 21
<PAGE>
            the business processes, Hardware, Software and other resources
            (including human resources) used by Provider to deliver the
            Services, as necessary to support the transition of the Services
            from Provider to performance by Company or another provider of
            functions to replace the Services, provided that (i) any such access
            does not interfere with Provider's ability to provide the Services
            or Termination Assistance Services; and (ii) such third parties and
            Company's Affiliates comply with Provider's security and
            confidentiality requirements, including execution of a
            confidentiality agreement reasonably acceptable to Provider.

      (e)   The provisions of this Agreement will remain in effect during the
            Termination Assistance Period.

13.4. Other Rights. At the expiration or earlier termination of this Agreement
      for any reason, however described, and continuing through any extension,
      renewal and Termination Assistance Period, Provider agrees that:

      (a)   Provider will cease using all Hardware, Software and other resources
            made available by Company to Provider for purposes of performing the
            Services, provided that Provider shall retain all assets transferred
            to Provider pursuant to the Conveyance Document.

      (b)   Provider will sell to Company at Company's request all other
            Hardware and tangible property that are owned by Provider and which
            on the date of expiration or termination of this Agreement Provider
            is using on a dedicated basis to perform the Services. Company will
            pay Provider in such event [***]* In the case of property that
            Provider is leasing, Provider agrees to permit Company or its
            designee to either buy-out the lease on such property and purchase
            the property from the lessor or assume the lease(s) and secure the
            release of Provider thereon. Company shall be responsible for any
            sales, use or similar taxes associated with such purchase of such
            property or the assumption of such leases.

      (c)   [***]*

      (d)   [***]* At Company's option, Provider will recommend a mutually
            agreeable commercially available substitute, if available, to
            perform the same function.

      (e)   For generally available third party Software which on the date of
            expiration or termination of this Agreement Provider is using:

            (i)   solely to provide the Services to the Company Group, subject
                  to all required third party consents and the payment of all
                  required fees or charges in accordance with Subsection (iii)
                  below, Provider will assign its license, if any, to such
                  Software to Company or its designee subject to assumption by
                  Company or its designee of all obligations of Provider
                  thereunder (other than obligations of Provider arising before
                  the effective Date of the assignment) [***]*; and

            (ii)  to provide Services to the Company Group and other customers
                  in a shared environment, Provider will provide reasonable
                  assistance to Company in obtaining licenses for such Software;
                  and

            (iii) [***]*

      (f)   Subject to all required third party consents, upon Company's
            request, Provider will transfer or assign to Company or its
            designee, subject to assumption by Company or its designee of all
            obligations of Provider thereunder (other than obligations of
            Provider arising before the effective date of the assignment) on
            mutually acceptable terms and conditions, any third

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Confidential           Human Resources Services Agreement                Page 22
<PAGE>
            party agreements applicable solely to services being provided to
            Company (such as machine maintenance, disaster recovery or other
            such services) [***]*

      (g)   Provider will use commercially reasonable efforts not including the
            payment of license fees to negotiate license arrangements with third
            parties that will minimize the amount of license and maintenance
            agreement transfer and assignment fees to be paid by Company under
            this Section 13.4. Company may participate in the negotiation of
            such license and maintenance agreement arrangements. Provider shall
            provide reasonable advance written notice to Company of such
            anticipated negotiations.

      (h)   Company shall have the right to make offers of employment to any or
            all Provider employees who devote a substantial portion of their
            time and effort to the performance of the Services for the Company
            Group hereunder (the "Services Employees"). Provider agrees that
            promptly after either Party sends the other Party written notice of
            termination or expiration, Provider shall supply Company at no
            charge with the names and resumes requested by Company for the
            purpose of exercising its rights under this Section 13.4; provided
            that no name or resume for a specific employee shall be provided to
            Company until after Provider has notified the employee of Company's
            interest and obtained the employee's consent. Provider will waive
            any provision of any Provider/employee employment contract or
            covenant that may otherwise limit the right of any such employee to
            accept employment with the Company Group.

      (i)   Provider will provide appropriate training for the employees of
            Company or a third party provider who will be assuming
            responsibility for operating any Software, Hardware or other
            resources used by Provider in performing the Services that are being
            licensed or transferred to Company.

      (j)   Upon Company's request, Provider will provide Company reasonably
            detailed specifications for the Hardware and Software or other
            resources used by Provider in performing the Services needed by
            Company to properly provide the Services.

      (k)   All Software, Code, Works, Derivative Works, etc. provided under
            this Section 13.4 (i) are provided as is with no warranties
            whatsoever other than a warranty that to the best knowledge of
            Provider such Materials do not infringe any intellectual property
            right of any third party together with Provider's agreement to
            provide reasonable notice to Company of any subsequent claim of
            infringement with respect to such Materials; (ii) are provided
            without any obligation by Provider to provide maintenance or support
            except as specifically provided in paragraphs (i) and (j) above; and
            (iii) other than the license granted by Provider under Section
            13.4(c), may be used by Company only for purposes of providing to
            Company services in replacement of the Services provided by Provider
            under this Agreement.

13.5. Winddown. Upon expiration of this Agreement at the end of the Term or any
      extension of the Term effected pursuant to Section 13.2 or the termination
      of this Agreement for any reason, but subject to provision of Termination
      Assistance Services, Provider will cease performing the Services, and
      Company will pay Provider all amounts due as specified in this Agreement
      for Services provided and expenses incurred, as specified herein.

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Confidential           Human Resources Services Agreement                Page 23
<PAGE>
                             ARTICLE 14. LIABILITY

14.1. Damages and Liability Limits.

      (a)   The liability of each Party and its respective Affiliates,
            employees, officers and directors to the other for all Damages
            resulting from any claim related to or arising out of this
            Agreement, regardless of the form of action that imposes liability,
            will be limited in the aggregate to:

            (i)   for events giving rise to Damages prior to or on the last day
                  of the third month following the Process Take-On Date, an
                  amount equal to [***]*;

            (ii)  for events giving rise to Damages after the last day of the
                  third month following the Process Take-On Date but prior to
                  the one year anniversary of the Process Take-On Date, an
                  amount equal to [***]*; and

            (iii) for events giving rise to Damages after the one year
                  anniversary of the Process Take-On Date, an amount equal to
                  [***]*

      The amounts set forth in (i), (ii) and (iii) above shall collectively be
      referred to as the "Damages Cap."

      (b)   Except the Agreed Damage Exceptions as set forth on the AGREED
            DAMAGE EXCEPTIONS SCHEDULE, in no event will either Party or its
            respective Affiliates, employees, officers and directors be liable
            for any amounts for (i) loss of income, profit or revenue of the
            other Party, (ii) incidental, consequential, special or indirect
            damages suffered by the other Party or (iii) punitive or exemplary
            damages suffered by the other Party arising from or related to this
            Agreement, even if such Party has been advised of the possibility of
            such Losses or damages.

14.2. Exclusions. The limitations on liability in this Agreement and the Damages
      Cap will not apply to the liability of either Party to the extent such
      liability results from (i) the failure of either Party to pay or credit
      amounts to be paid or credited under this Agreement such as, but without
      limitation, Charges for the Services, termination fees [***]*; (ii) any
      infringement of the other Party's intellectual property rights by such
      Party; (iii) such Party's breach of its confidentiality obligations under
      Article 10 of this Agreement; (iv) Provider's failure to comply with its
      payment obligations under Section 19.1(c) of this Agreement; and (v) the
      Agreed Damage Exceptions as set forth on the AGREED DAMAGE EXCEPTION
      SCHEDULE.

                             ARTICLE 15. WARRANTIES

15.1. Provider Warranties. Provider warrants, represents and covenants that:

      (a)   it has, and during the Term will have, and each of the Provider
            employees and subcontractors that it will use to provide and perform
            the Services has and during the Term will have, the necessary
            knowledge, skills, experience, qualifications, rights and resources
            to provide and perform the Services in accordance with this
            Agreement; and

      (b)   the Services will be performed for Company in a professional,
            diligent and workmanlike manner in accordance with industry
            standards applicable to the performance of such services.

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Confidential           Human Resources Services Agreement                Page 24
<PAGE>
15.2. Party Warranties. Each Party hereby represents and warrants that:

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

      (b)   it has all requisite corporate power and authority to enter, and
            fully perform pursuant to, into this Agreement;

      (c)   the execution, delivery and performance of this Agreement and the
            consummation of the transactions contemplated hereby have been duly
            and properly authorized by all requisite corporate action on its
            part;

      (d)   this Agreement has been duly executed and delivered by such Party;
            and

      (e)   this Agreement is the legal, valid and binding obligation of such
            Party, enforceable against it in accordance with its terms (assuming
            the due authorization, execution, and delivery by the other Party).

15.3. Disclaimers. EXCEPT AS PROVIDED IN THIS SECTION 15, THERE ARE NO EXPRESS
      WARRANTIES, REPRESENTATIONS, UNDERTAKINGS, OR CONDITIONS (STATUTORY OR
      OTHERWISE) BY EITHER PARTY, AND THERE ARE NO IMPLIED WARRANTIES,
      REPRESENTATIONS, UNDERTAKINGS, OR CONDITIONS (STATUTORY OR OTHERWISE) BY
      EITHER PARTY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
      FITNESS FOR A PARTICULAR PURPOSE, IN THIS AGREEMENT.

                            ARTICLE 16. INDEMNITIES

16.1. Indemnity by Provider. Provider will indemnify, defend and hold each
      member of the Company Group and their respective officers, directors,
      employees, agents, successors, contractors and assigns (each a "Company
      Indemnitee") harmless on an as-incurred basis from and against any and all
      Losses incurred by any Company Indemnitee arising from or in connection
      with:

      (a)   any Claims of infringement of any patent or any copyright,
            trademark, service mark, trade name, trade secret, confidential
            information or similar intellectual property right, whether
            conferred by contract or arising under law, alleged to have been
            incurred because of or arising out of any aspect of the Services
            (including without limitation any information technology,
            information management and communications services, equipment,
            Software or other resources) provided by Provider and/or its
            subcontractors in its performance of the Services; provided,
            however, that Provider will have no obligation with respect to any
            Losses to the extent arising out of or in connection with (i) a
            Company Indemnitee's modification of any Software, Hardware or
            similar resource provided by a member of the Company Group; (ii) a
            Company Indemnitee's combination, operation or use of the equipment,
            Software or other resources provided by a Provider Indemnitee with
            devices, data, programs or other resources not furnished by a
            Provider Indemnitee; or (iii) any use by a Company Indemnitee of
            devices, data, programs or other resources furnished by Provider in
            a manner materially contravening Provider's express written
            instructions to such Company Indemnitee, except to the extent in
            each case that any of the activities described in clauses (i), (ii)
            or (iii) above was at the written request or direction of, or in
            accordance with specifications required by, Provider Indemnitee;


Confidential           Human Resources Services Agreement                Page 25
<PAGE>
      (b)   any Claims arising out of personal injuries, death or damage to
            tangible personal or real property of third parties including
            employees of Provider, its contractors and subcontractors caused by
            the tortious conduct, negligence or willful misconduct of Provider,
            its employees, Affiliates, agents, contractors or subcontractors;
            provided that Provider will have no obligation under this part, to
            the extent the same arise out of or in connection with the tortious
            conduct, negligence or willful misconduct of a member of the Company
            Group or any other Company Indemnitee;

      (c)   any Claims for Taxes assessed or claimed against the Company Group
            which are obligations of Provider under this Agreement (including
            the obligations of Provider regarding Taxes described in Section 7.3
            of this Agreement) or result from breach of obligations of Provider
            under this Agreement, including, without limitation, any fines,
            penalties, administrative fees or the like payable by Company to any
            governmental entity (whether or not a taxing entity) arising from
            Provider's failure to comply with its obligations under this
            Agreement;

      (d)   any Claim by a third party (including without limitation employees
            of Company or its contractors or subcontractors) resulting from
            inadequacies in the physical and data security control systems to
            the extent such physical and data security control systems are the
            responsibility of Provider under Section 11 of this Agreement and
            any act by Provider or any employee, agent, contractor or
            sub-contractor of Provider resulting in a breach of Provider's
            obligations under Section 11 (including, without limitation, any
            theft, conversion, misappropriation, unauthorized disclosure or
            other misuse of or unauthorized access to Company's Company
            Information);

      (e)   any Claims for penalties, interest and other charges imposed by a
            taxing authority (except the actual taxes payable by Company under
            the terms of this Agreement) arising out of or resulting from
            Provider's issuance of an incorrect invoice or other information
            provided to Company in writing regarding its charges to Company for
            the Services to Company;

      (f)   any Claims by any Affected Employees arising out of or resulting
            from their treatment by Provider as employees of Provider and any
            Claims resulting from any breach by Provider of its obligations
            under the AFFECTED EMPLOYEE ARRANGEMENTS SCHEDULE (SCHEDULE J); and

      (g)   any Claims arising out of any breach by Provider of Sections 2.11,
            10 or 11.


Confidential           Human Resources Services Agreement                Page 26
<PAGE>
16.2. Indemnity by Company. Company will indemnify, defend and hold Provider,
      its Affiliates and their respective officers, directors, employees,
      agents, successors and assigns (each a "Provider Indemnitee") harmless on
      an as-incurred basis from and against any and all Losses incurred by any
      Provider Indemnitee arising from or in connection with:

      (a)   any Claims of infringement of any patent or any copyright,
            trademark, service mark, trade name, trade secret, confidential
            information or similar intellectual property right, whether
            conferred by contract or arising under law, alleged to have been
            incurred because of or arising out of any equipment, materials and
            other resources (including without limitation information
            technology, information management and communications services
            equipment, Software or other resources) provided to Provider by the
            Company Group in connection with the performance of the Services;
            provided, however, that Company will have no obligation with respect
            to any Losses to the extent arising out of or in connection with (i)
            a Provider Indemnitee's modification of any Software, Hardware or
            similar resource provided by a member of the Company Group; or (ii)
            a Provider Indemnitee's combination, operation or use of the
            equipment, Software or other resources provided by a Company
            Indemnitee and/or its other contractors with devices, data, programs
            or other resources not furnished by a Company Indemnitee and/or its
            other contractors; or (iii) any use by a Provider Indemnitee of
            devices, data, programs or other resources furnished by Company in a
            manner materially contravening Company's express written
            instructions to such Provider Indemnitee, except to the extent in
            each case that any of the activities described in clauses (i), (ii)
            or (iii) above was at the written request or direction of, or in
            accordance with specifications required by, Company Indemnitee
            and/or its other contractors;

      (b)   any Claim arising out of or relating to personal injuries, death or
            damage to tangible personal or real property of third parties
            including employees of the Company Group caused by the tortious
            conduct, negligence or willful misconduct of the Company Group or
            their employees and agents; provided that Company will have no
            obligation, under this part, to the extent the same arise out of or
            in connection with the tortious conduct, negligence or willful
            misconduct of Provider, its Affiliates, subcontractors or any other
            Provider Indemnitee;

      (c)   any Claim for Taxes assessed or claimed against Provider which are
            obligations of Company under this Agreement (including the
            obligations of Company regarding Taxes described in Section 7.3 of
            this Agreement) or result from breach of obligations of Company
            under this Agreement, including, without limitation, any fines,
            penalties, administrative fees or the like payable by Provider to
            any governmental entity (whether or not a taxing entity) arising
            from Company's failure to comply with its obligations under this
            Agreement;

      (d)   any Claims by any Affected Employees arising out of or resulting
            from their treatment by any member of the Company Group as employees
            of the Company Group and Claims resulting from any breach by Company
            of its obligations under the AFFECTED EMPLOYEE ARRANGEMENT SCHEDULE
            (SCHEDULE J);

      (e)   any Claims arising out of any breach by Company of Sections 2.11, 10
            or 11; and

      (f)   any Claims arising out of any breach by Company of its obligations
            under ERISA except to the extent that such Claims are the result of
            or arise out of Provider's breach of its obligations under this
            Agreement or any act or omission of Provider in contravention of any
            written instructions from Company Group.


Confidential           Human Resources Services Agreement                Page 27
<PAGE>
16.3. Indemnification Procedures.

      (a)   Written notice shall be given to the Party that is obligated to
            provide indemnification under Sections 16.1 and 16.2 (the
            "Indemnifying Party"), if any civil, criminal, administrative or
            investigative action or proceeding is commenced or threatened by a
            third party (any of the above being a "Claim") against any Party
            entitled to receive indemnification under Sections 16.1 and 16.2
            (the "Indemnified Party"). Such notice shall be given as promptly as
            practicable but in all events, within a period that will not
            prejudice the rights of the Indemnified Party under this Agreement
            or to defend the Claim. After such notice, if the Indemnifying Party
            acknowledges in writing to the Indemnified Party that this Agreement
            applies with respect to such Claim, then the Indemnifying Party
            shall be entitled to take control of the defense and investigation
            of such Claim and to employ and engage attorneys of its sole choice
            to handle and defend the same, at the Indemnifying Party's sole cost
            and expense. The Indemnifying Party must deliver written notice of
            its election to take control of the claim to the Indemnified Party
            not fewer than [***]* prior to the date on which a response to such
            Claim is due or such lesser period as is reasonable given the nature
            of the Claim and the notice and response time permitted by law or
            the facts and circumstances.

      (b)   The Indemnified Party shall cooperate in all reasonable respects
            with the Indemnifying Party and its attorneys in the investigation,
            trial, defense and settlement of such Claim and any appeal arising
            therefrom. The Indemnified Party may participate in such
            investigation, trial, defense and settlement of such Claim and any
            appeal arising therefrom, through its attorneys or otherwise, at its
            own cost and expense. No settlement of a Claim that involves a
            remedy other than the payment of money by the Indemnifying Party
            shall be entered into without the consent of the Indemnified Party.

      (c)   After notice to the Indemnified Party of the Indemnifying Party's
            election to assume full control of the defense of any such Claim,
            the Indemnifying Party shall not be liable for any legal expenses
            incurred thereafter in connection with the defense of that Claim by
            the Indemnified Party. If the Indemnifying Party does not promptly
            assume full control over and diligently pursue the defense of a
            Claim as provided in this Section 16.3, the Indemnified Party shall
            have the right to defend, settle or otherwise resolve the Claim in
            such manner as it may deem appropriate, at the cost and expense of
            the Indemnifying Party, and the Indemnifying Party may participate
            in such defense, at its sole cost and expense. In no event shall any
            settlement of the Claim require the consent of the Indemnifying
            Party, unless the Indemnifying Party is required to be a party to
            such settlement agreement.

16.4. Clarifications.

      (a)   In the event and to the extent that a Claim is made against an
            Indemnitee by an employee of the Indemnifying Party or its
            contractors or subcontractors, the Parties agree that the
            Indemnifying Party shall indemnify and hold harmless the Indemnitee
            to the same extent as if the Claim were made by a non-employee of
            the Indemnifying Party, its contractors or subcontractors.

      (b)   The indemnification rights and obligations of the Parties set forth
            in this Agreement are not intended to cover any indemnification
            rights or obligations relating to the asset sale described in
            Section 5.4 or the sub-leases described in Sections 5.5 and 5.6. Any
            indemnification rights and obligations with respect to such sale of
            assets or such sub-leases shall be governed by the Conveyance
            Document or the Sub-Lease, respectively.

16.5. Primary Indemnification. The indemnification provided by each Indemnifying
      Party hereunder shall be primary and immediate. Accordingly, in addition
      to other provisions herein, and in order

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


Confidential           Human Resources Services Agreement                Page 28
<PAGE>
      to render the Parties' intent and this indemnification agreement fully
      enforceable, each Indemnifying Party, in an indemnification claim
      hereunder, expressly and without reservation waives any defense or
      immunity it may have under any statute or judicial decision disallowing or
      limiting such indemnification and consents to a cause of action for
      indemnity. This waiver and consent to indemnification is made irrespective
      of and specifically waiving any defense or immunity under any statute or
      judicial decision.

                             ARTICLE 17. INSURANCE

17.1. Provider Insurance. During the term of this Agreement, Provider will
      maintain the insurance coverages specified in the INSURANCE SCHEDULE in
      amounts no less than the coverage amounts set forth on the INSURANCE
      SCHEDULE. Except for workers' compensation insurance and errors and
      omissions insurance, Company shall be named as an additional insured on
      all such required policies, and as such the carriers shall undertake to
      provide at least [***]* prior written notice of cancellation or
      modification of such policies. No such cancellation, modification or
      change shall affect Provider's obligation to maintain the insurance
      coverages required by this Agreement. The coverage afforded under any
      insurance policy obtained by Provider pursuant to this Agreement shall be
      primary coverage regardless of whether or not Company has similar
      coverage. Provider and its contractors and subcontractors shall not
      perform under this Agreement without the prerequisite insurance. Upon
      Company's request, Provider shall provide Company with certificates of
      such insurance including renewals thereof. The minimum limits of coverage
      required by this Agreement may be satisfied by a combination of primary
      and excess or umbrella insurance policies. If Provider or its contractors
      or subcontractors shall fail to comply with any of the insurance
      requirements herein, upon written notice to Provider by Company and a
      [***]* cure period, Company may, without any obligation to do so, procure
      such insurance and Provider shall pay Company the cost thereof plus a
      reasonable administrative fee as designated by Company. The maintenance of
      the insurance coverages required under this Agreement shall in no way
      operate to limit the liability of Provider to Company under the provisions
      of this Agreement. The Parties do not intend to shift all risk of loss to
      insurance. The naming of Company as additional insured is not intended to
      be a limitation of Provider's liability and shall in no event be deemed
      to, or serve to, limit Provider's liability to Company to available
      insurance coverage or to the policy limits specified in this Section 17.1,
      nor to limit Company's rights to exercise any and all remedies available
      to Company under contract, at law or in equity.

17.2. Mutual Waiver of Subrogation.

      (a)   To the extent permitted by law and applicable insurance policies,
            Provider, its contractors, subcontractors, and their respective
            insurers hereby waive their rights of subrogation against the
            Company Group and their respective directors, officers, employees
            and agents for any loss or damage to the Provider provided machines,
            Provider Software, and other tangible and intangible, real and
            personal property of Provider, its contractors and subcontractors
            resulting from operations in connection with this Agreement. Each
            property and workers' compensation insurance policy of Provider, its
            contractors and subcontractors shall be endorsed to provide a waiver
            of any and all rights of subrogation against the Company Group and
            their respective directors, officers, employees and agents for loss
            resulting from operations in connection with this Agreement.

      (b)   To the extent permitted by law and applicable insurance policies,
            Company, its directors, officers, employees and agents hereby waive
            their rights of subrogation against Provider, its contractors and
            subcontractors for any loss or damage to the Company provided
            Hardware, Software, office furnishings and other tangible and
            intangible, real and personal property of Company, its directors,
            officers, employees and agents resulting from operations in

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


Confidential           Human Resources Services Agreement                Page 29
<PAGE>
            connection with this Agreement. Each property and worker's
            compensation insurance policy of Company shall be endorsed to
            provide a waiver of any and all rights of subrogation against
            Provider, its contractors and subcontractors for loss resulting from
            operations in connection with this Agreement.

                         ARTICLE 18. DISPUTE RESOLUTION

18.1. Dispute Resolution Process. All disputes will be subject to the Dispute
      Resolution Process set forth in the DISPUTE RESOLUTION SCHEDULE.

18.2. Continued Performance. The Parties agree to continue performing their
      respective obligations under this Agreement while the dispute is being
      resolved unless and until such obligations are terminated or expire in
      accordance with the provisions of this Agreement.

                           ARTICLE 19. FORCE MAJEURE

19.1. Force Majeure.

      (a)   Neither Party shall be liable for any default or delay in the
            performance of its obligations hereunder if and to the extent and
            while such default or delay is caused, directly or indirectly, by
            fire, flood, earthquake, elements of nature or acts of God, acts of
            war, terrorism, riots, civil disorders, rebellions or revolutions in
            the United States, strikes, lockouts, or labor difficulties or any
            other similar cause beyond the reasonable control of such Party
            other than strikes, lockouts, or labor difficulties initiated by
            such Party's or its subcontractor's employees; provided such default
            or delay could not have been prevented by reasonable precautions and
            cannot reasonably be circumvented by the nonperforming Party through
            the use of alternate sources, work-around plans or other means,
            (individually, each being a "Force Majeure Event").

      (b)   If a Force Majeure Event occurs, the nonperforming Party will be
            excused from any further performance or observance of the
            obligation(s) so affected for as long as such circumstances prevail
            and such Party continues to use commercially reasonable efforts to
            recommence performance or observance whenever and to whatever extent
            reasonably possible without delay. Any Party so delayed in its
            performance will immediately notify the other by telephone and
            describe at a reasonable level of detail the circumstances causing
            such delay (to be confirmed in writing within [***]* hours after the
            inception of such delay).

      (c)   If any Force Majeure Event substantially prevents, hinders, or
            delays performance of the Services necessary for the performance of
            Company's critical functions for more than [***]*, then Company may
            at its option:

            (i)   subject to SECTION 19.2, procure such Services from an
                  alternate source until Provider is able to provide the
                  Services. During the Force Majeure Event, Provider will
                  directly and timely pay the alternate source the full amount
                  charged by such alternate source for the provision of such
                  Services to Company until such time as Provider is able to
                  restore the Services and meet the Service Levels, but in no
                  event for more than [***]*; or

            (ii)  if Provider has been unable to restore the Services without
                  aid of such alternative source within [***]*, Company may
                  terminate this Agreement as of a date specified by Company in
                  a written notice of termination to Provider, and Company will
                  pay all

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Confidential           Human Resources Services Agreement                Page 30
<PAGE>
                  Charges due and payable through the termination date so
                  specified by Company in its notice to Provider. If Company
                  elects such termination, Company shall not be obligated to pay
                  any other termination or other fees, however described, to
                  Provider, except charges for Termination Assistance Services.

19.2. Exceptions. Section 19.1 does not limit or otherwise affect Provider's
      obligation to provide Disaster Recovery Services in accordance with
      Section 2.7. In the event of a Force Majeure Event affecting Company,
      Section 19.1 will not limit or otherwise relieve Company's obligation to
      pay any monies due Provider under the terms of this Agreement.

                           ARTICLE 20. GENERAL TERMS

20.1. Governing Law. This Agreement and any and all claims and disputes arising
      out of or in connection with or related to the relationships and
      arrangements between the Company Group and Provider described in this
      Agreement will be governed by and construed in accordance with the laws of
      the State of New York (to the extent not preempted by federal law),
      exclusive of its conflicts of laws provisions.

20.2. Choice of Forum. Subject to the Dispute Resolution Process, the Parties
      hereby (i) agree that the courts sitting in New York, New York shall have
      exclusive jurisdiction over the actions arising out of or related to or in
      connection with this Agreement and the subject matter of this Agreement,
      whether in contract tort, or any other form of action ("Action"); (ii)
      agree to initiate any such Action against the other Party only in such
      courts; (iii) agree that they shall not raise any defense to the lawful
      jurisdiction of such courts; and (iv) agree that they shall not attempt
      the removal of any Action to any other court, whether local, state or
      federal courts of the United States or the courts of any other country.

20.3. Relationship of the Parties. This Agreement shall not be construed as
      constituting either Party as partner of the other or to create any other
      form of legal association that would impose liability upon one Party for
      the act or failure to act of the other. This Agreement shall not be
      construed as providing either Party with the right, power or authority
      (express or implied) to create any duty or obligation of the other Party,
      except to the limited extent consistent with the appointment of Provider
      as Company's representative pursuant to Section 3.3. Each Party shall be
      responsible for the management, direction and control of its employees and
      such employees shall not be employees of the other Party. It is the mutual
      intent and understanding of the Parties that each Party in performing its
      obligations under this Agreement shall be an independent contractor
      engaged in the business of providing such services.

20.4. Publicity. Each Party will submit to the other Party all advertising,
      written sales promotion, press releases and other publicity matters
      relating to this Agreement in which the other Party's name or mark is
      mentioned or language from which the connection of said name or mark may
      be inferred or implied, and will not publish or use such advertising,
      sales promotion, press releases, or publicity matters without prior
      written approval of the other Party. However, either Party may include the
      other Party's name, and a factual description of the work performed under
      this Agreement with language substantially equivalent to language approved
      in a previously published press release, on employee bulletin boards, in
      its list of references and in the experience section of proposals to third
      parties, in internal business planning documents and in its annual report
      to stockholders, and whenever required by reason of legal, accounting or
      regulatory requirements.

20.5. Entire Agreement, Updates, Amendments and Modifications. This Agreement,
      including all Schedules attached hereto, the Conveyance Document and the
      Sub-Lease constitute the entire agreement of the Parties with regard to
      the Services and matters addressed therein, and all prior agreements,
      letters, proposals, discussions and other documents regarding the Services
      and the matters addressed in this Agreement (including the Schedules), the
      Conveyance Document and the Sub-Lease are superseded and merged into this
      Agreement (including the Schedules), the Conveyance Document and the


Confidential           Human Resources Services Agreement                Page 31
<PAGE>
       Sub-Lease. Updates, amendments and modifications to this Agreement may
       not be made orally, but shall only be made by a written document signed
       by both Parties. Any terms and conditions varying from this Agreement
       (including the Schedules) on any order or written notification from
       either Party shall not be effective or binding on the other Party.

20.6.  Waiver. No waiver of any breach of any provision of this Agreement shall
       constitute a waiver of any prior, concurrent or subsequent breach of the
       same or any other provisions hereof.

20.7.  Severability. If any provision of this Agreement shall be held to be
       invalid, illegal or unenforceable by any court or other tribunal with
       jurisdiction over any proceeding relating to such provision, the
       validity, legality and enforceability of the remaining provisions shall
       not in any way be affected or impaired thereby, and such provision shall
       be deemed to be restated to reflect the Parties' original intentions as
       nearly as possible in accordance with applicable law(s).

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

20.9.  Binding Nature and Assignment. This Agreement will be binding on the
       Parties and their respective successors and permitted assigns. Except as
       provided in this Section 20.9, neither Party may, or will have the power
       to, assign this Agreement without the prior written consent of the other,
       [***]* The assigning Party shall remain fully liable for and shall not be
       relieved from the full performance of all obligations under this
       Agreement. Any attempted assignment that does not comply with the terms
       of this Section 20.9 shall be null and void.

20.10. Notices.

       (a)    Under this Agreement whenever one Party is required or permitted
              to give notice to the other Party, such notice will be in writing
              unless otherwise specifically provided herein and will be deemed
              given when delivered in hand, one (1) day after being given to an
              express courier with a reliable system for tracking delivery, or
              five (5) days after the day of mailing, when mailed by United
              States mail, registered or certified mail, return receipt
              requested, postage prepaid.

       (b)    Notifications will be addressed as follows:

              (i)    For all notices:

                                    In the case of Company:
                                    [***]*

                                    In the case of Provider:
                                    [***]*

              (ii)   For notices relating to termination, breach or default,
                     also notify:

                                    In the case of Company:
                                    [***]*

                                    In the case of Provider:
                                    [***]*

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Confidential           Human Resources Services Agreement                Page 32
<PAGE>
       Either Party may from time to time change its address for notification
       purposes by giving the other prior written notice of the new address and
       the date upon which it will become effective.

20.11. No Third Party Beneficiaries. The Parties do not intend, nor will any
       Section hereof be interpreted, to create for the benefit of any third
       party any beneficiary rights with respect to either of the Parties,
       except each member of the Company Group shall be a third party
       beneficiary under this Agreement.

20.12. Other Documents. Upon request of the other Party, on or after the
       Effective Date and the date(s) of any amendments or revisions hereto each
       Party shall furnish to the other a certificate of an executive officer
       confirming that this Agreement and any amendment or revision hereto has
       been duly executed and delivered on behalf of such Party.

20.13. Consents and Approvals. The Parties agree that in any instance where
       consent, approval or agreement is required of a Party in order for the
       other Party to perform under or comply with the terms and conditions of
       this Agreement, then such Party will not unreasonably withhold or delay
       such consent, approval or agreement except as otherwise provided in
       Section 2.18, and where consent, approval or agreement cannot be
       provided, the Party shall notify the other Party in a timely manner.


Confidential           Human Resources Services Agreement                Page 33
<PAGE>
                                   APPENDIX A

                                    GLOSSARY

                                       TO
                       HUMAN RESOURCES SERVICES AGREEMENT

                                     BETWEEN

                           INTERNATIONAL PAPER COMPANY

                                       AND

                                   EXULT, INC.

      This Glossary contains the definitions of the capitalized terms used in
the Master Services Agreement between International Paper Company and Exult,
Inc. dated as of the Effective Date.

Action                                    has the meaning given in Section 20.2.

Additional Agreements                     has the meaning given in the
                                          ADDITIONAL AGREEMENTS SCHEDULE..

Additional Resource Charges               has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Affected Employees                        has the meaning given in Section 1.0
                                          of the AFFECTED EMPLOYEE ARRANGEMENTS
                                          SCHEDULE (SCHEDULE J) relating to the
                                          individuals who are listed in the
                                          AFFECTED EMPLOYEES SCHEDULE (SCHEDULE
                                          D), as such Schedule is updated from
                                          time to time after the Effective Date.

Affiliates                                means, with respect to a Party, any
                                          entity at any time Controlling,
                                          Controlled by or under common Control
                                          with such Party.

Agreed Damages Exceptions                 means those matters set forth on the
                                          AGREED DAMAGE EXCEPTIONS SCHEDULE that
                                          are not subject to certain limitations
                                          and waivers of liability set forth in
                                          Article 14 of this Agreement.

Agreement                                 means this Human Resources Services
                                          Agreement and the Schedules referenced
                                          herein.


Confidential     Glossary to Human Resources Services Agreement
<PAGE>
Assigned Agreements                       has the meaning given in the THIRD
                                          PARTY AGREEMENTS SCHEDULE (SCHEDULE
                                          I).

Baseline                                  has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Baseline Charges                          has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Benchmark Process                         has the meaning given in the
                                          BENCHMARKING SCHEDULE.

Cause                                     means termination of this Agreement by
                                          Company pursuant to Section 12.3 of
                                          this Agreement.

Change Control Procedures                 means the change control process set
                                          forth on the CHANGE CONTROL SCHEDULE.

Change of Control                         [***]*

Charges                                   means the Baseline Charges, Additional
                                          Resource Charges, Reduced Resource
                                          Charges, Third Party Costs, Allocated
                                          Costs, project fees, charges for New
                                          Services, and any other charges, each
                                          as described in the CHARGES SCHEDULE
                                          (SCHEDULE C).

Claim                                     has the meaning given in
                                          Section 16.3(a).

COBRA                                     means the Consolidated Omnibus Budget
                                          Reconciliation Act of 1985 and any
                                          regulations promulgated thereunder.

Code                                      means computer programming code,
                                          including Source Code, Object Code and
                                          Script Language code.

Company                                   has the meaning given in the first
                                          paragraph of this Agreement.

Company Group                             means individually and collectively
                                          Company and any of its existing and
                                          future Affiliates [***]*

Company Group Business                    means the businesses engaged in by the
                                          Company Group.

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


Confidential     Glossary to Human Resources Services Agreement           Page 2
<PAGE>
Company Indemnitee                        has the meaning given in Section 16.1.

Company Information                       means the Company Confidential
                                          Information, the Company Trade Secrets
                                          and any and all other data or
                                          information of any kind owned or held
                                          in custody by any member of the
                                          Company Group, including, without
                                          limitation, all records and reports
                                          related to the Company Group, the
                                          Company Group Business and the
                                          Services and employee related data.

Company Software Assets                   means the Software owned by or
                                          licensed to Company listed in the
                                          THIRD PARTY AGREEMENTS SCHEDULE
                                          (SCHEDULE I) or the SOFTWARE RIGHTS
                                          SCHEDULE (SCHEDULE F).

Company Support Services                  means the information technology
                                          services provided or to be provided by
                                          Affected Employees.

Confidential Information                  means any and all proprietary business
                                          information in the possession of the
                                          disclosing Party treated as secret by
                                          the disclosing party (that is, it is
                                          the subject of efforts by the
                                          disclosing Party or its Affiliates
                                          that are reasonable under the
                                          circumstances to maintain its secrecy)
                                          that does not constitute a Trade
                                          Secret, including, without limitation,
                                          any and all proprietary information in
                                          the possession of such Party of which
                                          the receiving Party becomes aware as a
                                          result of its access to and presence
                                          at the other Party's facilities.

Contract Year                             has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Control, Controlling, or Controlled       means possessing, directly or
                                          indirectly, the power to direct or
                                          cause the direction of the management
                                          and policies of an entity, whether
                                          through ownership of voting
                                          securities, by contract or otherwise.

Conveyance Document                       has the meaning given in Section 5.4.

Damages                                   mean actual, direct, damages incurred
                                          by the claiming Party which include
                                          the following non-exhaustive examples,
                                          in the case of Company: (i) the costs
                                          of cover incurred by the Company


Confidential     Glossary to Human Resources Services Agreement           Page 3
<PAGE>
                                          Group to obtain services which are the
                                          same as or substantially similar to
                                          the Services; (ii) the costs to
                                          correct any deficiencies in the
                                          Services rendered by Provider; (iii)
                                          the costs incurred by the Company
                                          Group to transition to another
                                          services provider and/or to take some
                                          or all of such functions and
                                          responsibilities in-house; and (iv)
                                          the difference in the amounts to be
                                          paid to Provider hereunder and the
                                          charges to be paid to such other
                                          provider and/or the costs of providing
                                          such functions, responsibilities and
                                          tasks in-house.

Damages Cap                               has the meaning given in Section 14.1.

Derivative Code                           means Code that satisfies the
                                          definition of a Derivative Work.

Derivative Work                           shall mean a work that is based upon
                                          one or more preexisting works, such as
                                          a revision, modification, translation,
                                          abridgement, condensation, expansion,
                                          or any other form in which a
                                          preexisting work may be recast,
                                          transformed, or adapted, and that, if
                                          prepared without the authorization of
                                          the owner of the preexisting work,
                                          would constitute a copyright
                                          infringement.

Disaster Recovery Services                means the Services described in the
                                          DISASTER RECOVERY SCHEDULE.

Dispute Resolution Process                has the meaning given in the DISPUTE
                                          RESOLUTION SCHEDULE.

Effective Date                            means October 18, 2001, at 12:00 am,
                                          CST.

Employee                                  Service Center means the portion of
                                          the Company's facility located at 4049
                                          Willow Lake Boulevard, Willow Lake
                                          Business Park, Memphis, Tennessee
                                          38118 through which Company performs
                                          human resources related functions.

ERISA                                     means the Employee Retirement Income
                                          Security Act of 1974 and any
                                          regulations promulgated thereunder.

Event-Related                             Damages means the aggregate amount of
                                          Damages to Company, plus any amounts
                                          that Company is


Confidential     Glossary to Human Resources Services Agreement           Page 4
<PAGE>
                                          entitled to recover from Provider
                                          under Section 16.1(c), that
                                          collectively are caused by an event or
                                          series of related events with respect
                                          to which a Service Credit is paid or
                                          credited.

[***]*

Fees at Risk                              has the meaning set forth in CHARGES
                                          SCHEDULE (SCHEDULE C).

Force Majeure Event                       has the meaning given in Section 19.1.

[***]*

Glossary                                  means this Appendix A Glossary to the
                                          Human Resources Services Agreement.

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

HIPAA                                     means the Health Insurance Portability
                                          and Accountability Act of 1996 and any
                                          regulations promulgated thereunder.

Indemnified Party                         has the meaning given in Section 16.3.

Indemnifying Party                        has the meaning given in Section 16.3.

Initial Services Period                   has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Key Performance Indicators or KPIs        has the meaning given in the SERVICE
                                          LEVELS SCHEDULE (SCHEDULE B).

Losses                                    means all losses, liabilities,
                                          damages, penalties and claims
                                          (including taxes and all related
                                          interest and penalties incurred
                                          directly with respect thereto), and

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


Confidential     Glossary to Human Resources Services Agreement           Page 5
<PAGE>
                                          all related costs, expenses and other
                                          charges (including all reasonable
                                          attorneys' fees and reasonable costs
                                          of investigation, litigation,
                                          settlement judgment, interest and
                                          penalties).

Maintenance Release                       means those software fixes and updates
                                          provided by vendors of the Software as
                                          part of normal maintenance service for
                                          the software, such as, for example,
                                          software point releases.

Managed Agreements                        has the meaning given in the THIRD
                                          PARTY AGREEMENTS SCHEDULE (SCHEDULE
                                          I).

Material Termination Event                means the termination for cause by
                                          Company of the Technical Services
                                          Agreement or the Systems Services
                                          Agreement.

Materials                                 means expressions of literary works or
                                          other works of authorship, Code and
                                          other development works of any kind
                                          (such as programs, program listings,
                                          programming tools, documentation,
                                          reports, drawings and similar works)
                                          that are developed by Provider,
                                          Company, or by Provider and Company
                                          (or the contractors or subcontractors
                                          of either Party), under or in
                                          connection with this Agreement.

Migration Date                            [***]*

New Services                              has the meaning given in Section 2.14.

Non-recurring Third Party Costs           Third Party Costs other than Recurring
                                          Third Party Costs.

Object Code                               is the version of Software that exists
                                          in the form of binary-coded machine
                                          instructions that may be specific to a
                                          CPU or computer model or family. It is
                                          sometimes called operating code or
                                          machine language. Object Code is
                                          created by using programs called
                                          assemblers, compilers and interpreters
                                          to convert the Source Code written by
                                          human software developers into the
                                          binary machine language the computer
                                          understands.

Optional Agreements                       means the Technical Services Agreement
                                          and the Systems Services Agreement.

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


Confidential     Glossary to Human Resources Services Agreement           Page 6
<PAGE>
Parties                                   means Company and Provider as
                                          identified on the initial page of this
                                          Agreement.

Party                                     means Company or Provider as detailed
                                          on the initial page of this Agreement.

Pre-Existing Property                     means any product, Code, property,
                                          works or other subject matter of any
                                          kind owned or licensed by either
                                          Party, its Affiliate, sub-contractors
                                          or licensors independent from, or
                                          prior to the commencement date of, the
                                          applicable development or deployment
                                          activity under this Agreement.

Process Take-On Date                      has the meaning given in Section 5.1.

Proprietary Information                   means collectively the Confidential
                                          Information and Trade Secrets.
                                          Proprietary Information also includes
                                          information which has been disclosed
                                          to either Party by a third party which
                                          such Party is obligated to treat as
                                          confidential or secret.

Provider                                  has the meaning given in the first
                                          paragraph of this Agreement.

Provider Managers                         has the meaning given in Section 6.3.

Provider Indemnitee                       has the meaning given in Section 16.2.

Real Estate Sub-Lease Agreement           means the Real Estate Sub-Lease
                                          referenced at Section 5.5.

Recurring Third Party Costs               has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Reduced Resource Charges                  has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Related Documentation                     means, with respect to Software,
                                          documentation, as relevant to the
                                          scope of the license for the
                                          particular Software, that describes
                                          the function and use (and installation
                                          and operation) of such Software, which
                                          may include the specifications,
                                          technical manuals, user manuals,
                                          procedures manuals, system manuals,
                                          flow diagrams, and file descriptions.


Confidential     Glossary to Human Resources Services Agreement           Page 7
<PAGE>
Relationship Manager                      has the meaning given in the ACCOUNT
                                          GOVERNANCE SCHEDULE.

Retained Agreements                       has the meaning given in the SOFTWARE
                                          RIGHTS SCHEDULE (SCHEDULE F).

Reporting Service Levels or RSL's         has the meaning given in the SERVICE
                                          LEVELS SCHEDULE (SCHEDULE B).

Right to Use Agreements                   has the meaning given in the SOFTWARE
                                          RIGHTS SCHEDULE (SCHEDULE F).

Schedules                                 means the schedules to this Agreement.

Script Language                           is a high-level command language that
                                          is interpreted by the computer
                                          (translated on the fly) without having
                                          to be compiled. Script Language is
                                          usually used to write scripts for
                                          limited functions that augment an
                                          application or system program. Macros
                                          and communications program scripts are
                                          other examples. Script Language is not
                                          a general-purpose programming
                                          language. Examples, of Script Language
                                          include Hyper-Text Mark-up Language
                                          (HTML) and Microsoft's Visual Basic
                                          for Applications (VBA).

Service Credits                           has the meaning set forth in the
                                          CHARGES SCHEDULE (SCHEDULE C).

Service Levels                            means the service levels and
                                          performance responsibilities under
                                          which the Services will be provided,
                                          which shall include Key Performance
                                          Indicators and Reporting Service
                                          Levels. The Service Levels are
                                          described in the SERVICE LEVELS
                                          SCHEDULE (SCHEDULE B).

Services                                  means the Services to be provided by
                                          Provider as set forth in the SERVICES
                                          SCHEDULE (SCHEDULE A), the TRANSITION
                                          PLAN SCHEDULE (SCHEDULE G) and the
                                          other Schedules to this Agreement and
                                          as those services may evolve and be
                                          supplemented and enhanced during the
                                          Term. Any New Services are included
                                          among the Services once Company
                                          accepts Provider's quote pursuant to
                                          Section 2.14(b) and elects to have
                                          Provider perform the New Services.


Confidential     Glossary to Human Resources Services Agreement           Page 8
<PAGE>
Services Employees                        has the meaning given in Section
                                          13.4(i).

Similar Services                          has the meaning given in Section 1.6.

Software                                  means and includes, as relevant to the
                                          scope of the license for the
                                          particular Software, Script Languages,
                                          Source Code or Object Code versions of
                                          any computer programs (including
                                          operating system programs, computer
                                          utilities programs), and Related
                                          Documentation, in whatever format or
                                          media, including the tangible media
                                          upon which such programs and Related
                                          Documentation are recorded or printed.

Systems                                   Services Agreement means that certain
                                          Systems Services Agreement, dated as
                                          of October 18, 2001, entered into
                                          between the Parties.

Source Code                               means the version of Software that
                                          exists in the form of statements and
                                          instructions written by, and readable
                                          by, a human Software developer. Source
                                          Code is not directly executable by a
                                          computer, but must first be converted
                                          into Object Code by compilers,
                                          assemblers or interpreters. Source
                                          Code differs from Script Language
                                          which is both readable by a human
                                          software developer and is executable
                                          by a computer without compiling or
                                          assembling.

Tax Claim                                 has the meaning given in Section 7.3.

Taxes                                     means foreign, federal, state and
                                          local sales, use, gross receipts,
                                          excise, telecommunications, value
                                          added, goods and services, provincial
                                          sales, other similar types of transfer
                                          taxes, duties, fees or charges
                                          (including any related penalties,
                                          additions to tax, and interest),
                                          however designated or imposed, which
                                          are in the nature of a transaction
                                          tax, duty, fee or charge, but not
                                          including any taxes, duties, fees or
                                          charges imposed on or measured by net
                                          or gross income (other than any such
                                          taxes which are in the nature of
                                          transaction taxes of the type listed
                                          above), capital stock or net worth or
                                          in the nature of an income, capital,
                                          franchise, or net worth tax.


Confidential     Glossary to Human Resources Services Agreement           Page 9
<PAGE>
Technical                                 Services Agreement means that certain
                                          Technical Services Agreement, dated as
                                          of October 18, 2001, entered into
                                          between the Parties.

Term                                      has the meaning given in Section 12.1,
                                          and includes any extension or renewal
                                          term arising pursuant to this
                                          Agreement.

Termination Assistance Period             has the meaning given in Section 13.3.

Termination                               Assistance Plan means the plan to be
                                          created by Provider in accordance with
                                          the TERMINATION ASSISTANCE SCHEDULE,
                                          under which plan Provider will assist
                                          Company in transitioning the Services
                                          to Company or to another provider
                                          after termination of the Services
                                          Agreement.

Termination Assistance Services           means the termination assistance
                                          services described in Sections 13.3
                                          and 13.4 and the TERMINATION
                                          ASSISTANCE SCHEDULE.

Third Party Agreements                    means those third party arrangements
                                          listed in the THIRD PARTY AGREEMENTS
                                          SCHEDULE (SCHEDULE I), the SOFTWARE
                                          RIGHTS SCHEDULE (SCHEDULE F) and the
                                          HARDWARE RIGHTS SCHEDULE (SCHEDULE M).

Third Party Costs                         has the meaning given in the CHARGES
                                          SCHEDULE (SCHEDULE C).

Trade Secrets                             mean information related to the
                                          services or business of the disclosing
                                          Party or its Affiliates or of a third
                                          party which (a) derives economic
                                          value, actual or potential, from not
                                          being generally known to or readily
                                          ascertainable by other persons who can
                                          obtain economic value from its
                                          disclosure or use; and (b) is the
                                          subject of efforts by the disclosing
                                          Party or its Affiliates that are
                                          reasonable under the circumstances to
                                          maintain its secrecy, including
                                          without limitation (i) marking any
                                          information reduced to tangible form
                                          clearly and conspicuously with a
                                          legend identifying its confidential or
                                          proprietary nature; (ii) identifying
                                          any oral presentation or communication
                                          as confidential immediately before,
                                          during or after such oral presentation
                                          or communication; or (iii) otherwise,


Confidential     Glossary to Human Resources Services Agreement          Page 10
<PAGE>
                                          treating such information as
                                          confidential or secret. Assuming the
                                          criteria in sections (a) and (b) above
                                          are met, Trade Secrets include, but
                                          are not limited to, technical and
                                          non-technical data, employee data,
                                          personally identifiable information,
                                          formulas, patterns, compilations,
                                          computer programs and software,
                                          devices, drawings, processes, methods,
                                          techniques, designs, programs,
                                          financial plans, product plans, and
                                          lists of actual or potential customers
                                          and suppliers.

Transition Plan                           means the Transition Plan described in
                                          the TRANSITION PLAN SCHEDULE (SCHEDULE
                                          G).

Version                                   means major software upgrades that
                                          generally add function to existing
                                          Software and may be provided by the
                                          Software vendor at a fee over and
                                          above the standard software
                                          maintenance costs.

Virus or Viruses                          means computer instructions (i) that
                                          without functional purpose adversely
                                          affect the operation, security or
                                          integrity of a computing,
                                          telecommunications or other digital
                                          operating or processing system or
                                          environment including without
                                          limitation, other programs, data,
                                          computer libraries and computer and
                                          communications equipment, by altering,
                                          destroying, disrupting or inhibiting
                                          such operation, security or integrity;
                                          (ii) that without functional purpose,
                                          self-replicate written manual
                                          intervention; or (iii) that purport to
                                          perform a useful function but which
                                          actually perform either a destructive
                                          or harmful function, or perform no
                                          useful function and utilize
                                          substantial computer,
                                          telecommunications or memory
                                          resources.


Confidential     Glossary to Human Resources Services Agreement          Page 11
<PAGE>
Proprietary and Confidential                         International Paper / Exult

                                   SCHEDULE A

                             DESCRIPTION OF SERVICES

1     INTRODUCTION

      1.1   PROCESSES; PARTIES' RESPONSIBILITIES

      This Services Schedule (Schedule A) describes the responsibilities of
      Provider and Company in performing the listed Processes and sub-processes
      of the Services.

      The following categories of HR processes (each, a "Process") are covered
      in this Services Schedule and within the scope of Services:

            -     Payroll

            -     Benefits

            -     Employee Data and Records Management

            -     Employee Services (Employee Service Center)

            -     Managed Third Party Arrangements

            -     Assigned Third Party Arrangements

      The descriptions of processes and sub-processes in this Services Schedule
      are intended to provide a high-level allocation of responsibilities
      between Provider and Company. Various lesser-included subtasks are
      intended to be included within such Processes and sub-processes according
      to the following assumptions and principles, unless otherwise agreed or
      specified: [***]*

      Except where specifically set out in the applicable Transition Plan, from
      the Process Take-On Date, Provider shall perform each of its agreed-upon
      tasks within each Process included in the Services. The initial manner of
      Provider's performance of its assumed responsibilities shall be generally
      consistent with the manner in which Company performed such
      responsibilities prior to the applicable Process Take-On Date, provided
      that, Provider shall have control over the manner of its delivery of
      Services in accordance with Provider's standard procedures and practices,
      subject to Company's established internal service delivery obligations,
      the Service Levels, reporting requirements, and any other specifically
      agreed written requirements.

      Provider will perform all of the tasks inherent within the Services and
      performed by Company at the Employee Service Center within the previous
      [***]* within each HR Process Category, except for the services and
      inherent tasks identified on this Schedule as being retained by Company or
      services discontinued by Company during such [***]* period. In addition,
      [***]* The Parties acknowledge that as an inherent part of the Services
      Provider may create tools for its use in performing the Services. Those
      responsibilities retained by Company as identified in this Schedule shall
      be the responsibility of Company, and any failure by Company to perform
      such responsibilities shall not constitute a breach of this Agreement by
      Company; provided, however, that this sentence shall not relieve Company
      of its obligation to perform any covenants expressly set forth in the
      Agreement, including without limitation, Section 2.12 of the

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


Human Resources Services Agreement - Schedule A      1
October 18, 2001
<PAGE>
      Agreement. Provider shall be responsible for the services of all third
      parties engaged as subcontractors by Provider and for the services of all
      third parties under contracts assigned to Provider. Provider shall be
      responsible for its Services related to the Managed Third Party
      Arrangements.

      Provider shall perform all services in this Schedule in accordance with
      the existing process flows and timelines maintained by Company prior to
      the Process Take-On Date as provided by Company to Provider prior to the
      Effective Date, without limiting Provider's right to control the manner in
      which the Services are delivered. Notwithstanding anything to the
      contrary, Provider shall have discretion to manage and modify its
      processes and internal timelines over time in any reasonable manner which
      maintains compliance with the specific requirements of this Schedule.

      The Services do not include transfer to Company of any customized or
      packaged computer software or any services that are part of the transfer
      of any customized or packaged computer software.

      1.2   [***]*

      1.3   LEGEND

      The following legend applies for all tables in this Services Schedule
      (Schedule A).

<TABLE>
<CAPTION>
                  -------------------------------------------

                                  Table Legend

                  -------------------------------------------
<S>                               <C>
                     X            Performs Task or Process

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

                     A                    Approves

                  -------------------------------------------
</TABLE>

2     PAYROLL

      The Payroll Process and sub-processes include the collection of time and
      attendance data, management of employee earnings and deductions,
      calculation of gross and net pay, processing employee payments, and
      responding to and resolving employee payroll issues and inquiries.
      Additionally, the Payroll process includes the activities of computing and
      filing payroll-related taxes, managing mandated deductions and performing
      certain accounting transactions necessary to accumulate labor expenses at
      the detailed level including general ledger interfaces. The assignment of
      responsibilities for these activities is described in the table
      immediately following.

      [***]*

3     BENEFITS

            The Benefits Process and sub-processes include [***]* to Company
            employees. Company shall determine the appropriate competitive level
            and mix of benefits for Company, including [***]*

            [***]*


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


Human Resources Services Agreement - Schedule A      2
October 18, 2001
<PAGE>
Proprietary and Confidential                         International Paper / Exult

4     EMPLOYEE DATA AND RECORDS MANAGEMENT

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

            [***]*

5     EMPLOYEE SERVICES

            [***]*

6     MANAGED THIRD PARTY ARRANGEMENTS

            The Managed Third Party Arrangements Process refers to the
            management of certain third party suppliers with whom Company
            contracts in support of the Company Services. For agreements
            designated in the Third Party Agreements Schedule (Schedule I) as
            being "Managed," Provider will perform the tasks to manage the
            vendors, suppliers and/or third party suppliers on behalf of
            Company.

            [***]*

7     ASSIGNED THIRD PARTY ARRANGEMENTS

            The assumption of Assigned Third Party Service Arrangements refers
            to the assumption by Provider of obligations to Company for services
            performed by third party suppliers under agreements that are
            designated on the Third Party Agreements Schedule (Schedule I) as
            "Assigned". Following the assumption of such obligations, [***]*

            [***]*

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


Human Resources Services Agreement - Schedule A      3
October 18, 2001
<PAGE>
Proprietary and Confidential                         International Paper / Exult

                                   SCHEDULE B
                                 SERVICE LEVELS

1     INTRODUCTION

      This Schedule describes the Service Levels that will be measured to
      establish certain performance requirements for Services to be performed
      under the Agreement. This Schedule also describes how such Service Levels
      shall be established.

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

      1.1   Key Performance Indicators (KPIs) - A limited number of significant
            Service Levels that will carry a fee credit for non-compliance
            according to the Fees at Risk associated with the applicable KPI;
            and

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

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

2     PRINCIPLES GOVERNING SERVICE LEVELS

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

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

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

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

      2.5   Provisional KPIs shall not be subject to Service Credits.

      2.6   Should Company fail to meet its Company IT Service Levels (as set
            forth in Section 3.3.1 of this Schedule), Provider's failure to meet
            Service Levels (including KPIs) shall be excused to the extent such
            failure is caused by any failure by Company to meet the Company IT
            Service Levels. Any additional costs reasonably incurred by Provider
            in order to provide the Services, as a result of Company's failure
            to meet its Company IT Service Levels, shall be handled as agreed
            through the Change Control Procedures.

3     PROCESS

      Prior to the Effective Date, the Parties have agreed on the KPI Service
      Level measurements, process weightings and certain Service Level metrics
      that Provider will meet or exceed, as well as a representative list of RSL
      measurements identified below. For the Service Level metrics that have not
      been agreed upon as of the Agreement Date, such Service Level metrics
      shall be determined following the Agreement Date in accordance with the
      process identified below.


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      3.1   KPIs

            3.1.1 Except as otherwise provided in Section 3.1.2 and 3.1.3 below,
                  the KPI's shall have the values set forth in Table 3.1.4.
                  (Table 3.1.4 also indicates certain "Target Metrics" for each
                  process. [***]*

            3.1.2 [***]*

            3.1.3 [***]*

            3.1.4 KPI Process Weightings

                  Company shall assign each KPI a weighting of no less than
                  [***]* and no greater than [***]* The total KPI process
                  weighting for all KPI Service Levels shall [***]* As of the
                  Effective Date, the Company has designated weightings for
                  certain of the KPI's as indicated in Table 3.1.5.

            3.1.5 [***]*

            3.1.6 [***]*

3.2   RSLs

            3.2.1 With respect to RSL Service Levels that are set forth below,
                  Provider shall implement and report on such RSL Service Levels
                  as of the Process Effective Date.

            3.2.2 With respect to RSL Service Levels that are to be determined
                  but where six (6) months of verifiable data is available, the
                  parties shall agree on a Service Level metrics and implement
                  and report as of the Process Take-On Date.

            3.2.3 With respect to RSL Service Levels that are to be determined
                  but where six (6) months of verifiable data is not available,
                  the parties shall agree upon a provisional RSL Service Level
                  metric prior to the Process Take-On Date. Provider shall
                  measure and report its performance of the Services in
                  accordance with these provisional RSL Service Levels for an
                  agreed period of time, [***]* in order to determine the
                  appropriate RSL Service Level metric. After such period, the
                  parties shall agree on the RSL Service Level metric and
                  Provider shall implement and report on its performance of the
                  services in accordance with such Service Level thereafter.

            3.2.4 [***]*

Any requests for additional RSLs following the Process Take-On Date shall be
subject to the Change Control Procedures.

3.3   Company IT Service Levels

Table 3.3.1 outlines IT RSLs that Company shall be responsible for meeting.
[***]*. The RSLs below shall be determined and reported in the same manner as
the RSLs identified above.

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      3.3.1 [***]*

3.4   Special Project Reporting Service Levels

Below is a list of Special Project Reporting Service Levels. The table indicates
the targets agreed upon by the parties in connection with the special projects.
The targets are not intended to give rise to any credits for Fees at Risk.
Rather, the targets are designed to indicate the joint objectives of the parties
in connection with such projects. Provider will report on such Reporting Service
Levels as set forth below.

[***]*

4     ANNUAL SERVICE LEVEL REVIEW

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

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                                   SCHEDULE C

                                CHARGES SCHEDULE

1.    INTRODUCTION

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

2.    DEFINITIONS

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

"ACTIVE EMPLOYEES" means the employees of Company to whom payroll checks are
processed by Provider, measured on a monthly basis on the last business day of
the month from the applicable database.

"ACTUAL RESOURCE UNITS" means the actual volumes of Services delivered with
respect to a Resource Unit Category in a Volume Measurement Period, calculated
in accordance with Section 4.2 of this Schedule.

"ADDITIONAL RESOURCE CHARGE" or "ARC" means the incremental charge payable by
Company in addition to the charges set forth in Section 4.1.1 for a particular
Resource Unit Category for a particular Volume Measurement Period when Provider
delivers Service volumes that exceed the upper Band limit for that Resource Unit
Category during that Volume Measurement Period.

"ALLOCATED COSTS" shall have the meaning set forth in Section 4.1.2 of this
Services Schedule.

"BAND" means, with respect to each Resource Unit Category, the range of volumes
of Service greater than or less than the Baseline Volume related to such
Resource Unit Category within which the monthly charges are not adjusted by ARCs
or RRCs. The Band as of the Agreement Date is set forth in Table 4.2.1.1 of this
Schedule and is subject to adjustment as set forth herein.

"BASELINE CHARGES" means the base charges described in Table 4.1.3 of this
Charges Schedule [***]*

"BASELINE VOLUME" means [***]* as set forth in Table 4.2.1 of this Schedule and
subject to verification and adjustment as set forth herein.

"CASE" means a request for services originated through a call, electronic
message or other method from Company or Employees Served to Provider including,
but not limited to (1) a request for information, (2) a request related to
payroll employment, retirement or benefits, or (3) to report a problem related
to the service; provided, however, that a Case must include human interaction
(i.e., does not apply to self-service activity). Multiple contacts with Provider
by Company or an Employee Served regarding the same request or issue shall be
considered a single Case as designated within the case management system.

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"CONTRACT YEAR" means each 12-month calendar year period during the Term, where
"Contract Year 1" or "Contract Year One" means the 12-month period from January
1, 2002 through December 31, 2002 and so forth.

"COMPANY BASELINE SPEND" means [***]*

"COST RECOVERY" [***]*

"EMPLOYEES SERVED" means any current U.S.-based Company employee or former
Company employee, or U.S.-based eligible dependents or beneficiaries of such
Company employees or former Company employees, supported by Provider, who are
eligible to receive Services from Provider, measured [***]* from the applicable
database.

"FEES AT RISK" means the maximum amount of Service Credits that are available to
be paid or credited to Company.

"IDENTIFIED ADDITIONAL EMPLOYEES" shall have the meaning set forth in Section
4.2.2.5 of this Charges Schedule.

"INITIAL SERVICES PERIOD" shall mean the period beginning on the Process Take-On
Date and ending on [***]*

"MANUAL OFF CYCLE CHECKS" means payroll payments processed outside of the
scheduled payroll processing cycles requiring special processing, handling,
and/or payments sent by couriers.

"MONTHLY RECURRING THIRD PARTY COSTS" means recurring Third Party Costs that are
payable on a monthly basis.

"OTHER RECURRING THIRD PARTY COSTS" means recurring (or otherwise predictable)
Third Party Costs that are payable other than on a monthly basis.

"PROCESS TAKE-ON DATE" has the meaning set forth in Section 5.1 of the
Agreement.

[***]*

"RECURRING THIRD PARTY COSTS" means, collectively, the Monthly Recurring Third
Party Costs and the Other Recurring Third Party Costs.

"REDUCED RESOURCE CHARGE" or "RRC" means the incremental credit to Company that
accrues when Provider delivers Service volumes for a particular Resource Unit
Category for a particular Volume Measurement Period that are less than the lower
Band limits for that Resource Unit Category during that Volume Measurement
Period.

"RESOURCE UNIT CATEGORY" means each Service line item for which (i) there is a
Baseline Volume and (ii) Actual Resource Units are measured, as identified in
Table 4.2.1.1.

"ROOT CAUSE EVENT" means a one-time, discrete, non-continuing event that is the
sole cause of a KPI failure.

"SERVICE CREDITS" means an amount to be credited or paid to Company, at the
Company's option, in the event of an unexcused failure by Provider to achieve a
Key Performance Indicator as specified in the Service Levels Schedule (Schedule
B).

"THIRD PARTY VENDOR" means a party, other than Provider and Company, who
provides a product or service under a Third Party Contract.

"THIRD PARTY CONTRACT" means an Assigned Agreement, Conditional Assigned
Agreement or Managed Agreement (as set forth in the Third Party Agreements
Schedule (Schedule I)) and replacements and successors thereto.

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"THIRD PARTY COSTS" means amounts payable by Provider to Third Party Vendors
pursuant to Assigned Agreements or Conditional Assigned Agreements.

"VOLUME MEASUREMENT PERIOD" means each successive period of [***]* beginning
[***]*

3.    VERIFICATION

3.1   VERIFICATION OF COMPANY BASELINE SPEND

      During the period of [***]* following the Process Take-On Date, the
Parties shall verify Company Baseline Spend. This process shall involve, among
other things: (i) validation of rates and associated charges from Company, (ii)
confirmation of the resources engaged in the performance of the Services, and
(iii) confirmation that the [***]* are accurately reflected in the Baseline
Spend. Upon completion of the verification of the Company Baseline Spend and
agreement by the Parties upon the results thereof, the Company Relationship
Manager and the Provider Relationship Manager shall mutually agree on the impact
on this Charges Schedule and on any other Schedule to the Agreement, with all
changes documented through the Change Control Procedures. Adjustments determined
from verification of the Company Baseline Spend, if any, shall be retroactive to
the commencement of Contract Year One.

3.2   VERIFICATION OF THE BASELINE VOLUME

      During the [***]* period following the Initial Services Period, the
Parties shall verify the Baseline Volume. Upon completion of the verification of
the Baseline Volume and agreement by the Parties upon the results thereof, the
Baseline Volume shall be adjusted to such validated amount and the Band Upper
Limit, Band Lower Limit, ARC Unit Rate, and RRC Unit Rate shall be appropriately
adjusted, if necessary, by the Relationship Managers, with all changes
documented through the Change Control Procedures. In connection with such
adjustments, the Company Baseline Spend referenced in Sections 4.2.2.1 and
4.2.2.2 of this Charges Schedule for the calculation of the ARC Unit Rate and
the RRC Unit Rate shall be the 2002 Company Baseline Spend. Adjustments
determined from verification of the Baseline Volume, if any, shall become
effective as of the time the last event anticipated under Section 4.2.2.5 below
was completed.

3.3   DISPUTES REGARDING VERIFICATION

      Any disputes concerning verification of the Company Baseline Spend or the
Baseline Volume shall be handled in accordance with the Dispute Resolution
Process set forth in the Dispute Resolution Schedule.

4.    CHARGING METHODOLOGY

4.1   MONTHLY BASELINE CHARGES; RECURRING THIRD PARTY COSTS; ALLOCATED COSTS

      4.1.1 MONTHLY BASELINE CHARGES AND RECURRING THIRD PARTY COSTS

      Monthly Baseline Charges shall commence on the Process Take-On Date. As of
      the Agreement Date, it is contemplated that the Process Take-On Date for
      all Processes will be the same. If the Process Take-On Date for one or
      more Processes is later than the initial Process Take-On Date, then the
      Parties will use the Change Control Procedures to agree on the portion of
      [***]* Baseline Charges to allocate to those later Processes.

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      Provider's [***]* Baseline Charges and Monthly Recurring Third Party Costs
      shall be invoiced [***]* in accordance with Section 6 of this Schedule as
      follows [***]*:

      - Baseline Charges taking into account [***]* set forth in Table 4.1.3 for
      each Contract Year, in each case [***]* plus

      - [***]* Recurring Third Party Costs.

      In addition, Provider will invoice Company (a) [***]* for expected Other
      Recurring Third Party Costs due, and (b) Company's payment obligations as
      outlined in Section 5.1. [***]*. Charges are allocated as set forth in
      Section 4.1.3.

4.1.2 ALLOCATED COSTS

      Prior to the Effective Date, the Employee Services Center received
      non-labor related systems and other support services from various
      corporate groups. As set forth in the Services Schedule (Schedule A),
      following the Process Take-On Date Company shall initially be responsible
      for providing these systems and services in support of the Employee
      Service Center[***]*. Company shall provide Provider with an estimate of
      projected annual Allocated Costs prior to the beginning of each calendar
      year, and the Parties agree to discuss and review these allocations prior
      to implementation. Any issues arising out of the allocation review shall
      be handled through the Dispute Resolution Process.

      Allocated Costs shall be charged and invoiced between the Parties as set
      forth in Section 6.6 below.

      [***]*

      4.1.3 ALLOCATION OF CHARGES

      Baseline Charges, Allocated Costs, and Recurring Third Party Costs, are
      allocated as follows:

      * Allocated costs to be provided by Company as outlined in Section 4.1.2.
      Entries for Allocated Costs are subject to revision after the Effective
      Date, with any increases or decreases treated as a pass-through.

      **To be completed during transition.

      References to a "Year" means a Contract Year.

      4.1.4 ASSUMPTIONS

      The Baseline Charges outlined in Table 4.1.3 include the following
      assumptions:

      1. The Baseline Charges for Year 1 include [***]*of annualized charges in
      support of [***]* that will be provided and charged for during the Initial
      Services Period.

      2. The Baseline Charges for Year 1 include [***]* of annualized charges in
      [***]* that will be provided and charged for during the Initial Service
      Period.

      3. The Baseline Charges for Year 1 include [***]* of annualized charges in
      [***]* that will be provided and charged for during the Initial Services
      Period.

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      4. The Baseline Charges for Year 1 include [***]* of annualized charges
      related to [***]* employees performing HR services in support of [***]*
      that will be provided and charged for during the Initial Services Period.

      4.1.5 NEW PROJECTS

      Fees, including consulting fees, resource fees, out-of pocket costs, and
      other costs required to complete or support any new project or for New
      Services may be based upon Service Provider's then-current daily
      commercial rates adjusted [***]* project pricing, or other bases, and will
      be determined in accordance with Change Control Procedures. Fees for each
      project will be negotiated and agreed to by the parties on a case-by-case
      basis.

      4.1.6 NON-SUPPORTED SOFTWARE

      Company is responsible for paying for support and maintenance for certain
      third party software products designated as [***]* under the Software
      Rights Schedule (Schedule F). Company may, in its sole discretion, elect
      not to maintain support and maintenance on any third party software
      product for which it is responsible. In the event that Company elects not
      to maintain such support and maintenance, (1) the impact to the Services
      and/or Charges, if any, shall be determined through the Change Control
      Procedures; (2) Provider may engage the third party software vendor to
      provide support and/or maintenance [***]* as reasonably required in order
      for Provider to perform the Services, and Provider may invoice Company for
      the associated third party charges incurred as a result of such
      engagement; and [***]*

      In the event that Company fails to maintain its [***]* at a version level
      supported by [***]* the Parties shall determine appropriate changes to the
      Charges, if any, through the Change Control Procedures.

      4.1.7 CHANGES TO SERVICE LEVELS

      Subject to the requirements of Section 2.4(a) of the Agreement, if Company
      requests the support of Service Levels solely for Company's benefit that
      are higher than Service Levels supported as of the Process Take-On Date,
      or agreed to be supported during the Term, and Provider agrees to meet
      such higher service levels, then the equipment, tools and resources
      required to support such enhanced Service Levels, and any associated fees
      and costs must be approved through Change Control Procedures.

      4.1.8 BASELINE CHARGES PRORATION AT PROCESS TAKE-ON DATE

      [***]* Baseline Charges for the [***]* of the Process Take-On Date shall
      reflect a pro rata amount based on [***]* from and after such Process
      Take-On Date. Provider shall submit the invoice for such pro rata amount
      on [***]* in which the Process Take-On Date is scheduled to occur;
      provided, however, in the event the actual Process Take-On Date with
      respect to any Process is different than the scheduled Process Take-On
      Date, Provider shall make an appropriate adjustment to the invoice
      submitted to Company for the following [***]*

      4.1.9 PLAN CHARGEABLE COSTS

            Provider will invoice to Company, and Company will pay, all charges
      arising under the Agreement payable by Company, including those that may
      be chargeable to retirement plans, health and welfare plans payable by
      Company, and pension plans maintained by Company. Provider will provide
      Company with estimated budgets in advance and reasonable breakdowns of
      Baseline Charges and ARCs as requested by Company to enable Company to
      account for costs that are chargeable to Company's employee retirement,
      health and welfare, and pension plans. Provider will implement procedures
      for Company's approval during the

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      Transition Period consistent with the applicable Third Party Contracts to
      require the prior approval by Company and Provider of any non-budgeted
      projects under a Third Party Contract costing greater than [***]* to be
      charged to such plans.

4.2   ARCS/RRCS

      4.2.1 BASELINE VOLUMES AND ACTUAL RESOURCE UNITS

            4.2.1.1 Verification of Baseline Employees Served.

      During the Initial Services Period, Actual Resource Units for each
Resource Unit Category shall be tracked by Provider and reported to Company on a
[***]* basis. As described in Section 4.2.2.6 below, the Parties expect that
there will be approximately [***]* Active Employees for purposes of Payroll as
of the end of the Initial Services Period (the "Payroll Employees Baseline"). As
part of the Baseline Volume verification process described in Section 3.2 above,
the Parties shall verify the Payroll Employees Baseline as of the end of the
Initial Services Period. Upon completion of the verification of Payroll
Employees Baseline and the agreement by the Parties upon the results thereof,
the Payroll Employees Baseline shall be adjusted by the Relationship Managers as
necessary to reflect the actual number of Active Employees for purposes of
Payroll [***]* shall be appropriately adjusted, if necessary, with such changes
documented using the Change Control Procedures.

            4.2.1.2 Semi-annual Determination of ARCs and RRCs

      Actual Resource Units for each Resource Unit Category shall be tracked by
Provider and reported to Company on a [***]* basis, and totaled on a [***]*
basis as of the last day of each Volume Measurement Period. Following the
Initial Services Period, within [***]* after the last day of each Volume
Measurement Period, Provider will prepare a detailed supplementary invoice for
the net amount to be paid by or credited to Company for that Volume Measurement
Period, including calculations of all ARCs and RRCs pursuant to Section 4.2.2
below, which shall be paid by Company within [***]* after receiving Provider's
invoice, or credited to Company on Provider's [***]* The upper and lower Band
limits with respect to the Resource Unit Categories are set forth in Table
4.2.1.2. Baseline Volumes and Band limits expressed in [***]* terms, included in
Table 4.2.1.2, will be [***]* for purposes of comparing Actual Resource Units to
Baseline Volumes and calculating ARCs and RRCs for any Volume Measurement
Period.

                                  TABLE 4.2.1.2

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

[***]*

Volumes of Active Employees in Table 4.2.1.2 above for payroll and active
garnishments represent [***]* totals calculated by adding each of the [***]*
volumes during the Contract Year. Volumes of manual off cycle checks represent
aggregate numbers for the [***]* regardless of which [***]* such checks are
issued.

** Each new case is counted [***]* to determine the total Weighted Average Case
Volume.

      4.2.2 CALCULATION OF ARCS AND RRCS

            [***]*

            4.2.2.1 [***]*

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            4.2.2.2 [***]*

            4.2.2.3 Sample ARC/RRC Calculation-Payroll

                                  TABLE 4.2.2.3

            [***]*

            4.2.2.4 Charges Arising from Significant Events; Sustained
            Deviations

      The Parties shall use the Change Control Procedures to determine any
changes in the scope of Services (e.g., increases in the number of Company's pay
cycles) related to significant events (e.g., acquisitions, divestitures,
reductions in force by Company, or a requirement to use, convert to, or support
a different IT infrastructure), and for ARC and RRC rates that are above the
Upper ARC Limit or below the Lower RRC Limit. Increases or decreases in volume
associated with such significant events shall be handled through the ARC and RRC
calculations set forth above. All additional services for transitions,
implementations and conversions of systems, facilities, processes and personnel
associated with such significant events will be treated as New Services.
Sustained deviations below the Lower RRC Limit or above the Upper ARC Limit
shall also be addressed through the Change Control Procedures.

            4.2.2.5 Addressing Planned Changes in Baseline Volume Assumptions

      The Baseline Volumes for Payroll included in Table 4.2.1.2 are based upon
Company's estimate that it will have an active headcount of [***]* for purposes
of Payroll as of the end of the Initial Services Period. As of the Effective
Date, there are approximately [***]* Active Employees. The following additional
groups of employees (the "Identified Additional Employees") are anticipated to
be added to the Baseline Volume of Active Employees for which the Services are
provided:

            [***]*

      Within [***]* after the Agreement Date, Company will provide Provider with
Company's assumptions, modeling and plans to support the Identified Additional
Employees, and Company and Provider will work together cooperatively to use the
infrastructure being transferred by Company to Provider to support the
Identified Additional Employees. [***]*

4.3   FEES AT RISK; SERVICE CREDITS UNDER THIRD PARTY CONTRACTS

            4.3.1 Provider Fees at Risk

            In the event of [***]* Provider shall be liable for Service Credits
            as follows:

            1. Subject to Section 4.3.1(2) below, any payment due based on
            Service Credits will be reported and calculated [***]*

            2. The aggregate Fees at Risk shall be [***]*

            3. [***]*

            4. [***]*

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      4.3.2 Service Credits under Third Party Contracts

      In the event that Provider is entitled to receive a credit for service
under a Third Party Contract which has been assigned from Company to Provider,
Provider shall pass such credit through to Company; provided, however, that
where an event that results in Provider's failure to meet a KPI also results in
Provider being eligible to receive a credit from a Third Party Vendor under a
Third Party Contract which has been assigned from Company to Provider, Company
must elect to receive as a credit from Provider either the amount of the credit
due from the Third Party Vendor, or the Service Credit from Provider.

5.    THIRD PARTY CHARGES

5.1.  CONSENTS.

      5.1.1 FEES ASSOCIATED WITH IT AGREEMENTS

      Company shall, with Provider's assistance as reasonably requested by
Company, use commercially reasonable efforts to obtain for Provider the right to
use certain Software as designated on the Software Rights Schedule. [***]*

      5.1.2 FEES ASSOCIATED WITH GAIN-SHARING ACTIVITY

      Company shall provide all assistance reasonably requested by Provider to
secure the assignment and/or novation of applicable Third Party Contracts to
Provider. Provider and Company shall each be responsible for [***]* Provider
agrees that it will not intentionally breach any of the Third Party Contracts
assigned to or managed by it.

      5.1.3 FEES ASSOCIATED WITH OTHER CONSENTS

            Company shall, with Provider's assistance as reasonably requested by
Company, use commercially reasonable efforts to obtain consents as required (1)
from Company's ESC landlord in order to permit Provider to sub-lease the ESC
premises, pursuant to the terms of a separate sub-lease agreement between the
Parties; and (2) from the Industrial Development Board (IDB) in order to permit
Provider to use certain assets that Company leases from the IDB, as identified
on the Hardware Schedule. [***]*

5.2 [***]*

5.3 [***]*

5.4 [***]*

5.5 INSOURCING.

      Provider may in its discretion from time to time use its own resources and
affiliates to provide any Services previously provided by Third Party Vendors
(such provision of Services called "Insourcing" and such Services called
"Insourced Services"). In such event, Provider will invoice to Company and
Company will pay for Insourced Services, in the same manner as Baseline Charges;
provided, however, that in no event shall Provider charge Company more for
Insourced Services than Company would have been charged had such services been
provided by the Third Party Vendors, and provided further, that all Insourced
Services shall be delivered by Provider at a level of performance equal to or
better than was previously performed by the third party supplier. [***]*

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5.6   COMPANY ASSISTANCE.

      Company shall provide reasonable assistance to Provider in pursuing
opportunities to achieve savings [***]* under this Section 5, including
implementation by Company of policies and procedures supporting this Section 5
which are reasonably acceptable to Company.

      [***]*

5.7   INDEXING

      In establishing [***]* for purposes of [***]* cost of living adjustments
("COLA") shall be handled as follows. Where a Third Party Contract includes a
provision for index-based increases or other COLA, such provision shall be
incorporated into the [***]* calculation. By way of example, if a Third Party
Contract contains a unit price of [***]* that shall be increased annually by
[***]* and so forth. [***]*

6.    INVOICING

      6.1   BASELINE CHARGES

      Provider shall deliver invoices for Baseline Charges on a [***]* basis, in
      advance, [***]*

      6.2   THIRD PARTY COSTS

      Following assignment and/or novation of Third Party Contracts pursuant to
Section 5.1 of this Charges Schedule, Provider shall be responsible for
reviewing and paying third party invoices under such Third Party Contracts.
Provider shall deliver invoices for Monthly Recurring Third Party Costs to
Company on a [***]* For Other Recurring Third Party Costs, Provider shall
deliver invoices, [***]* in which such Third Party Costs must be paid to the
Third Party Vendor, and Company shall pay each such invoice [***]* Provider
invoices Company for such Third Party Costs. A true-up based upon the actual
invoiced amounts will be either billed (if the actual invoice is greater) or
credited (if the actual invoice is less) in the subsequent [***]* Any remaining
Third Party Costs, and any charges for which Company is liable under Section 5.1
of this Charges Schedule, shall be invoiced as received by the Service Provider.

      6.3   ARCS AND RRCS

      ARCs and RRCs shall be charged or credited to Company as set forth in
Section 4.2.1.2 of this Charges Schedule.

      6.4   FEES AT RISK; SERVICE CREDITS UNDER THIRD PARTY CONTRACTS

      Service Credits from Provider and credits for service under Third Party
Contracts shall be credited to Company in accordance with Section 4.3 of this
Charges Schedule.

      6.5   [***]*

      6.6   ALLOCATED COSTS

      While Company is providing systems and services in support of the Employee
Service Center as described in Section 4.1.2, Company will invoice Provider for
Allocated Costs incurred by the Employee Service Center after such costs have
been allocated to the Employee Services Center and charged by Company (as
described in Section

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4.1.2 above). Provider shall then invoice Company on its next [***]* invoice for
such Allocated Costs, without markup. Provider shall also issue Company a credit
on the same [***]* invoice, in the amount of the charge for such Allocated
Costs. Provider's credit to Company shall be considered full satisfaction of the
associated Allocated Cost charge invoiced from Company to Provider (such that
the charge and charge-back of Allocated Costs is a cash-less transaction between
the parties). In no event shall Provider invoice Company for any Allocated Costs
until after such time as Company has invoiced such Allocated Costs to Provider.
As Provider replaces systems and services provided by Company in support of the
Employee Service Center, Provider's charges to Company therefor will be handled
as described in the third paragraph of Section 4.1.2.

      6.7   INVOICING OF DAMAGES

      Neither Party shall be permitted to invoice the other for damages or
increased costs incurred as a result of the other Party's breach of this
Agreement, unless and until Company and Provider have agreed to such charges
through the Change Control Procedures.

7.    TERMINATION

7.1   TERMINATION FOR CONVENIENCE

      The parties acknowledge that Provider will incur substantial set-up and
other direct installation costs to implement the Agreement. Therefore, as
described in Section 12.5 of the Agreement, in the event of termination for
convenience, in order to reimburse Provider for such expenses and to provide
further compensation to Provider, Company will pay Provider the full amount set
forth in Table 7.1 for the month within which the effective date of the
termination occurs. Such payment will be in full satisfaction of all set-up and
other direct installation costs, and all claims by Provider for termination of
the Agreement. Company will not be obligated to pay Charges to Provider for
periods of time following termination unless such Charges are associated with
work performed by Provider following the termination pursuant to written
agreement with Company. [***]*

                                    TABLE 7.1

      [***]*

7.2   [***]*

                                    TABLE 7.2

                        TERMINATION FOR CHANGE OF CONTROL

      [***]*

7.3   THIRD PARTY VENDORS

      In addition to the fees in Table 7.1 above, upon any termination or
      expiration of the Agreement, [***]*

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8.    COST OF LIVING ADJUSTMENT

      Beginning [***]* all fees and charges of Provider for direct labor costs
will be subject to increase to reflect increases, if applicable, in the [***]*
If a transition is made from the [***]* to a successor index, then for the year
in which the transition takes place, the parties will use the applicable
translation or conversion methodology published by the [***]*, and in the
absence thereof the Parties will base adjustments for the year in which the
transition takes place upon a comparison of the successor index with such index
for the prior year. Percentage increases in the [***]* for any adjustment period
will be reflected by commensurate percentage increases in Provider's fees and
charges hereunder [***]* for any adjustment period, and any increases in the
[***]* for any adjustment period will result in an additional percentage
increase in Provider's fees and charges hereunder equal to [***]*

9.    RETAINED COSTS; ASSUMPTIONS

      9.1   RETAINED COSTS

      The Company shall retain responsibility for the following costs associated
with the Employee Service Center:

      [***]*

      9.2   ASSUMPTIONS

      This Schedule has been prepared based on the assumptions set forth in
Section 4.1.4 of this Charges Schedule, as well as the assumption(s) set forth
below. In the event of any material deviation from the listed assumptions,
charges will be equitably adjusted, if and to the extent necessary, to reflect
the net change in the cost of performing the relevant Services in accordance
with Change Control Procedures.

      -     The ESC and infrastructure being transferred to Provider is capable
            of handling the Services to the Identified Additional Employees as
            well as the [***]* of this Charges Schedule, without additional ESC
            capital expenditures, costs of additional hiring, project costs or
            other investments or expenditures (other than in the ordinary course
            of business).

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                                   SCHEDULE D
                               AFFECTED EMPLOYEES

1     Introduction

      This schedule sets forth the employees to be transferred from Company to
      Provider in accordance with Schedule J.

2     TABLE OF AFFECTED EMPLOYEES

      [***]*

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                                   SCHEDULE G

                                 TRANSITION PLAN

1     INTRODUCTION

      This Schedule sets forth the Transition approach and initial Transition
      Plan for conducting the transfer of services and facilities from Company
      to Provider and the treatment of Affected Employees. Subsequent
      transitions will follow the transition approach as defined in Schedule G.
      The specific deliverables and milestones for the transition approach,
      subject to ongoing review and revision by both parties, shall be completed
      by [***]* of post transition stabilization.

2     TRANSITION PLANNING PRINCIPLES

      2.1   Transition is a shared responsibility. The Provider is responsible
            for management of the overall transition program. Each Party has
            responsibility for ensuring there is full participation in data
            gathering and requirements definition. Furthermore, each Party has
            responsibility to ensure the commitment and involvement of its team.

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

3     TRANSITION APPROACH

      The general approach for all Processes is to transfer the current Process
      in place today from Company to Provider "as is". Once under Provider
      management, the Processes, where possible or practical, will be improved
      through a combination of changes to the procedures, underlying
      technologies, organization design, and deployment of employees. Other
      changes may be identified during the Transition Period, and will be
      undertaken in a manner consistent with Change Control Schedule.

      The Transition shall consist of a number of Workstreams:

      [***]*

      The establishment of a service management infrastructure within the
      delivery organization will provide appropriate activity and lines of
      communication between Company and Provider to manage the delivery of
      Services according to Service Levels and contractual requirements.

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

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4     TRANSITION ACTIVITIES

      [***]*

5     HIGH-LEVEL TRANSITION SCHEDULE

      Attached below is a High-level Transition Schedule outlining various Key
      Activities. Each Party agrees to use its commercially reasonable efforts
      to perform the tasks for which it is responsible in the Timeline for Key
      Activities by the date set forth for completing such activity.

      [***]*

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                                   SCHEDULE H

IN-FLIGHT PROJECTS SCHEDULE

1.0   INTRODUCTION

This In-Flight Projects Schedule sets forth certain projects that are either
in-process or anticipated by the Parties, as contemplated by Section 2.13 of the
Agreement.

2.0   PROJECTS

         [***]*

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                                   SCHEDULE I
                         THIRD PARTY AGREEMENTS SCHEDULE

A.    INTRODUCTION

This Third Party Agreements Schedule sets forth the Third Party Agreements and
designates whether each such agreement is intended to be an "Assigned Agreement"
or a 'Managed Agreement.' For Assigned Agreements, this Schedule indicates
whether the assignment is to be a total or partial assignment and whether there
are any conditions on assignment. Provider agrees to abide by the conditions set
forth below with respect to contracts assigned to Service Provider.

B.    [***]*


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                                   SCHEDULE J
                         AFFECTED EMPLOYEE ARRANGEMENTS

1.0 DEFINITIONS

For the purposes of this Schedule J:

"DESIGNATED EMPLOYEE" means any employee of Company listed on Schedule D,
including those employees on any approved leave under Company's policies.

"AFFECTED EMPLOYEE" means a Designated Employee who accepts Provider's offer of
employment and becomes an employee of Provider.

"SEPARATION DATE" of a Designated Employee means the date such Designated
Employee's employment with Company terminates.

"EMPLOYMENT DATE" means the date an Affected Employee commences employment with
Provider.

2.0 OFFER OF EMPLOYMENT; EMPLOYMENT TERMS

2.1 Provider shall offer employment to all Designated Employees prior to the
Separation Date, which will be mutually agreed by Company and Provider. Except
as specifically set forth herein, (i) each Affected Employee shall be employed
pursuant to Provider's standard employment terms, policies and programs,
including at-will employment; (ii) Provider will have no obligations to Affected
Employees except as required pursuant to Provider's standard employment terms,
policies and programs and applicable laws and regulations; (iii) Provider is not
required to continue any employment terms, policies, or programs of Company;
(iv) no Affected Employee will be entitled to any designated period of
employment; and (v) Provider will have no obligations to any Designated Employee
who does not become an Affected Employee.

2.2 [***]*

2.3 [***]*

2.4 [***]*

2.5 [***]*

2.6 [***]*

      2.6.1 [***]*

      2.6.2 Provider's annual review cycle for Affected Employees will commence
      on [***]* with the first Provider review being initiated on [***]*

      2.6.3 [***]*

2.7 Company is responsible for timely payment, as required by law, of all wages
and salaries and other compensation payable with respect to service provided by
a Designated Employee on or prior to his or her Separation Date, and all
obligations to Designated Employees arising out of and relating to their


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employment by Company, termination of that employment, and their participation
in all of Company's employee benefit plans and programs. [***]*

2.8 As of an Affected Employee's Employment Date, the Affected Employee will
begin accruing vacation according to [***]*

      2.8.1 Company will pay out each Designated Employee for all unused
      vacation outstanding at his or her Separation Date directly to Designated
      Employee in a timely manner.

2.9 [***]*

2.10 [***]*

2.11 The Separation Date of a Designated Employee who accepts employment with
Provider, but who is absent from work due to a Company-approved leave of absence
on the Designated Employee's original proposed Separation Date, will be the date
the Designated Employee is eligible to return to work. If that date is within
[***]* of the original proposed Separation Date, then the Employment Date of
such Designated Employee will occur immediately after such date..

      2.11.1 If a Designated Employee is absent from work for more than [***]*
      from his or her original proposed Separation Date, the Designated Employee
      will not become a Provider Employee, unless mutually agreed upon by
      Company and Provider.

2.12 [***]*


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* Confidential information has been omitted.


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                                   SCHEDULE K
                             CHANGE CONTROL SCHEDULE

1.0   INTRODUCTION
1.1   This Change Control Schedule describes the process (the "Change Control
      Process") to be followed by Company and Provider when either Party wishes
      to make a change to the Services, software, hardware, systems, activities,
      processes, provisions, operations or any other terms and conditions under
      the Agreement (each a "Change"). The Parties may by joint written
      agreement amend or waive any part of the Change Control Process including,
      but not limited to, where the relevant Parties agree that shorter or
      longer timeframes are more appropriate or as may be agreed to by the
      Parties in the Technology and Business Process Procedures, provided that
      any Changes made to the Agreement are recorded in a Change Proposal (as
      such term is defined in Section 2.3(b)) and such Change Proposal is
      allocated a unique number by Provider and is signed by duly authorized
      representatives of Company and Provider.

1.2   The purposes and objectives of the Change Control Process are as follows:

      (a)   to review each request for a Change (a "Change Request") to
            determine whether such Change is appropriate;

      (b)   to determine whether a Change is within the scope of the Services or
            constitutes a New Service;

      (c)   to prepare a more detailed proposal to implement a Change Request
            (such proposal, a "Change Proposal")

      (c)   to prioritize all Change Requests and Change Proposals;


      (d)   to minimize the risk of exceeding both time and cost estimates
            associated with the requested Change by identifying, documenting,
            quantifying, controlling, managing and communicating: (i) Change
            Requests, (ii) the preparation of Change Proposals), and (iii) their
            disposition; and


      (e)   to identify the different roles, responsibilities and actions that
            shall be assumed and taken by the Parties to define and implement
            the Changes to the Services and to the Agreement.

1.3   Each Party shall be responsible for all costs and expenses incurred by its
      employees, agents and subcontractors with respect to its participation in,
      and responsibilities and obligations under, the Change Control Process,
      unless expressly agreed otherwise in writing by both Parties.

2.0   CHANGE CONTROL PROCESS

2.1   Either Provider or Company may initiate a Change Request by delivering to
      the other's Relationship Manager or his/her nominated representative a
      writing that describes the Change and sets forth the reasons for it.
      Provider shall assign a unique number to any such request and shall
      register the Change Request in the Change Request Log as described in
      Section 7.1. Each Change Proposal that may be prepared for a Change
      Request shall be tracked by reference to the Change Request to which it
      relates.

2.2   Each Party's respective Relationship Manager or his/her nominated
      representatives shall be responsible for reviewing and considering any
      Change Request, and shall approve it for further investigation, if deemed
      necessary. If the Parties agree that the Change Request requires further
      investigation, the Company and Provider Relationship Managers shall
      authorize such investigation, which shall be performed as required by
      Provider and/or Company. In accordance with Section 7.2, the Relationship
      Managers shall be responsible for keeping up to date the status of each
      Change Request in the Change Request Log as the status of the Change
      Request changes through the Change Control Process.


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2.3   For each Change Request that the Parties have approved for further
      investigation, regardless of which Party has proposed or investigated the
      Change, Provider shall prepare and submit to Company within [***]* (or as
      otherwise agreed), with Company's full cooperation and provision of any
      information reasonably requested by Provider, a preliminary report
      containing the following information and analysis:

      (a)   Such preliminary report shall contain:

            (i)   the estimated costs associated with the Change;

            (ii)  the timeframe for implementing the Change (including any
                  timing constraints);

            (iii) the preliminary technical or business case for making the
                  Change, as well as any changes or additions to policies,
                  standards and procedures in accordance with which the Change
                  is to be implemented;

            (iv)  an initial analysis of the potential risks (if any) to Company
                  or Provider if the Change is not implemented;

            (v)   an estimate of the costs and expenses associated with
                  preparing a comprehensive Change Proposal containing the
                  information and analysis set forth in Section 2.3(b) below
                  (the "Estimate").

            Provider shall bear the costs of preparing the preliminary report
            and Estimate as set forth in this Section 2.3(a), and shall provide
            such report as part of the Services.

            (b)   Company and Provider shall review the preliminary report and
                  Company shall, within [***]* after deliver of such preliminary
                  report, either (1) instruct Provider to prepare a
                  comprehensive Change Proposal as set forth in this Section
                  2.3(b), or (2) notify the Provider that it does not wish to
                  proceed with the Change. Where Company has instructed Provider
                  to prepare a comprehensive Change Proposal, [***]* (or as
                  otherwise agreed) after receiving such instruction, Provider
                  shall prepare a Change Proposal describing the impact of the
                  Change on the following elements of the Agreement, to the
                  extent relevant:

                  [***]*

2.4   Once submitted by Provider, Company shall review the Change Proposal and
      as soon as reasonably practicable, and in any event not more than [***]*
      (or as otherwise agreed) after receipt of the Change Proposal, either:

      (a)   the Parties may approve the Change Proposal in which case the Change
            Proposal shall be signed by the Relationship Managers and the Change
            incorporated in accordance with Section 3.0 below;

      (b)   Company may notify Provider that it does not wish to proceed with
            the Change, in which case no further action shall be taken in
            respect of the Change Proposal; provided, however, that Provider
            shall be entitled to charge Company for its reasonable costs
            associated with preparing the Change Proposal, but not to exceed the
            Estimate (and not

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            including any costs incurred in preparing the preliminary report or
            Estimate described in Section 2.3(a) above); or

      (c)   either Party may request that it and the other Party meet to discuss
            the Change Proposal (such meeting to be referred to as the "Change
            Proposal Meeting").

2.5   At the Change Proposal Meeting, the Parties shall use reasonable endeavors
      to agree to either:

      (a)   take no further action in respect of the proposed Change, in which
            case no further action shall be taken in respect of the Change
            Proposal;

      (b)   acquire further information before deciding whether to proceed with
            the Change;

      (c)   amend some or all of the contents of the Change Proposal, which
            Provider will incorporate into a revised version of the Change
            Proposal; or

      (d)   proceed with the Change as detailed in the Change Proposal in which
            case the Change Proposal shall be signed and the Change incorporated
            in accordance with Section 3.0.

2.6   In the event that the Parties agree to proceed in accordance with one of
      the options detailed in Section 2.5(b) or 2.5(c) above, then the Parties
      shall gather any necessary information and/or Provider shall prepare a
      revised version of the relevant Change Proposal, upon which the Parties
      shall decide whether to proceed in accordance with Section 2.5(a)-(d)
      above. The Parties shall continue to go through the process detailed above
      until such time as a final resolution is made by the Parties. The Parties
      shall act in good faith at all times during such process.

2.7   If the Parties' Relationship Managers agree to a Change prior to any
      investigation conducted by either Party, Provider shall in any event
      prepare a Change Proposal in accordance with Section 2.3 and submit such
      Change Proposal for review and approval in accordance with Section 2.4.

3.0   EFFECTIVENESS OF A CHANGE

3.1   Upon the signature of a Change Proposal by both Provider's and Company's
      Relationship Managers in respect of a Change, the contents of such Change
      Proposal shall be deemed to be agreed and incorporated into the Agreement
      on the date of signature or as the Parties may otherwise agree. No part of
      the discussions or interchanges between the Parties shall obligate the
      Parties to approve any Change or shall constitute an amendment or waiver
      of the Agreement unless and until reflected in a Change Proposal and
      adopted in accordance with this Change Control Schedule.

3.2   Neither Party shall have any obligation to commence or comply with any
      Change until such time as the relevant Parties have signed the appropriate
      Change Proposal.

4.0   CHANGE MANAGEMENT REPORTING REQUIREMENTS

4.1   Provider shall provide Company (as part of Provider's reporting
      requirements under the Reports Schedule) a summary specifying the status
      of all pending Change Requests and Change Proposals.


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5.0   FAILURE TO AGREE

5.1   In the event that the Party requesting a Change believes that the
      requested Change is required or necessary, the requesting Party shall
      inform the other Party in writing of such nature of the proposed Change.
      In the event that the other Party does not agree to implement the Change,
      the requesting Party shall be entitled to consider the other Party's
      failure to agree to implement the Change as a Dispute, and the requesting
      Party may escalate such Dispute for resolution in accordance with the
      Dispute Resolution Schedule and the Agreement.

6.0   EMERGENCY CHANGE PROCESS; COMPULSORY CHANGES

6.1   In the event that either Party requires a Change in order to respond to an
      emergency and such Change would, in the reasonable opinion of the
      requesting Party, if it was not implemented until the Change Control
      Process had been followed, have a detrimental effect on the requesting
      Party's ability to meet its obligations pursuant to this Agreement, the
      requesting Party shall make all reasonable efforts to contact the other
      Party's Relationship Manager, and if the requesting Party is unable to
      contact the other Party's Relationship Manager after reasonable efforts,
      the requesting Party shall, where appropriate and practical, make all
      reasonable efforts to contact the other Party's designated member of the
      Executive Steering Committee. If the requesting Party is unable to contact
      either the other Party's Relationship Manager or the other Party's
      designated Executive Steering Committee member, the requesting Party may
      make temporary Changes to the Services without the prior consent of the
      other Party. The requesting Party shall notify the other Party as soon as
      practicable of such Change and shall, as soon as reasonably practicable
      document and report on such Changes to the other Party. Any permanent
      Change as a result shall be agreed in accordance with the Change Control
      Process.

6.2   Notwithstanding the Change consideration and implementation process
      outlined in Sections 2 and 3 of this Change Control Schedule, if a Change
      requested by Company is a Compulsory Change (as defined hereafter),
      Provider shall immediately begin implementing as appropriate the Change
      upon request by Company. Provider shall also prepare and deliver to
      Company a Change Proposal related to the Compulsory Change on an expedited
      basis, where appropriate, and the Parties shall work together in good
      faith to determine the impact on the Agreement (including without
      limitation, any impact on the Charges) as a result of implementing the
      Compulsory Change. If the Parties are unable to agree on the impact on the
      Agreement within [***]* after Company has received the Change Proposal
      from Provider, either Party may consider such failure to agree to be a
      Dispute, and may escalate such Dispute for resolution in accordance with
      the Dispute Resolution Schedule and the Agreement. A "Compulsory Change"
      shall be any Change [***]*;

7.0   CHANGE REQUEST LOG

7.1   Each entry made in the Change Request Log shall consist of the following
      fields:

(a)   serial number of the Change Request;
(b)   name of the originating party;
(c)   a brief description of the Change;
(d)   the current status of the Change; and
(e)   the date of registration of the Change Request in the Change Request Log.

7.2   The status of the Change Request at any stage in the Change Control
      Process shall be one of the following:

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      (a)   raised (i.e., that the Change Request has been entered in the Change
            Request Log, but no Change Proposal has been issued);

      (b)   pending (i.e., that the Change Request has been raised and the
            Change Proposal has been issued);

      (c)   approved (i.e., awaiting implementation);

      (d)   closed (i.e., all implementation tasks have been completed); or

      (e)   rejected (i.e., closed and not implemented).


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                                   SCHEDULE L
                           ACCOUNT GOVERNANCE SCHEDULE

1.0   INTRODUCTION

1.1   This Account Governance Schedule provides a high level outline of the
      account governance process that the Parties will implement to manage the
      administration of the Agreement and the Services. The purpose of this
      schedule is to define agreed upon principles and processes that will guide
      the Parties' relationship under the Agreement.

2.0   DEFINITIONS

      "Relationship Manager" has the meaning given in Section 6.1 of the
      Agreement.

      "Provider Center Manager" has the meaning given in Section 6.3 of the
      Agreement.

      "Authorized Company Manager" shall mean interchangeably the Company
      Relationship Manager or those individuals identified in writing from time
      to time by the Company Relationship Manager to Provider as having
      authority to provide instructions or approvals to Provider on the matters
      otherwise requiring the approval of the Company Relationship Manager.

      "Operations Manager" shall mean each of the Company and Provider payroll,
      benefits and information technology representatives on the Operations
      Management Team as identified in Section 6.0 below.

3.0   ORGANIZATION; ACTIVITIES

3.1   Governance will be carried out through committees and teams consisting of
      representatives of each Party. This Schedule describes the primary roles,
      responsibilities and membership of the following committees and teams:

      a.    Executive Steering Committee

      b.    Operations Management Team

3.2   The Executive Steering Committee and the Operations Management Team will
      be formed and the initial members assigned as of the Process Take-On Date.

3.3   Unless otherwise dictated by procedures contained in this Schedule, the
      SERVICES SCHEDULE (Schedule A), or other Schedules to the Agreement, the
      internal operations, scheduling and procedures for each committee or team
      will be determined by agreement of the members of such committee or team
      in a manner consistent with the principles stated in this Schedule;
      provided that the Executive Steering Committee will have the right to
      elect to dictate any such matters as they relate to the other committees
      or teams.

3.4   In the event that Company believes that Provider has committed a series of
      non-material or persistent breaches that Company perceives in the
      aggregate to have a significant adverse impact on the Services, Company
      shall provide Provider with notice of such breaches. Upon receipt of such
      notice and subsequent discussions, Provider shall prepare and deliver to
      Company for Company's approval a plan by which Provider shall remedy such
      breaches. Once approved by Company, Provider shall execute against such
      plan until such breaches are successfully remedied.


                                       1

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4.0   ROLE DESCRIPTIONS

4.1   Company and Provider shall ensure that the individuals referred to in this
      Account Governance Schedule possess the skills and perform the roles set
      out in the following role descriptions.

      4.1.1 The Company Relationship Manager

            (a)   Role

                  To be responsible for and to manage the Provider relationship.

            (b)   Reporting

                  To the Company Vice President of Human Resources

            (c)   Specific Responsibilities

                  To develop and maintain high level relationships with
                  Provider.

                  To act as the principal point of contact for Provider.

                  To attend review meetings as required by the Agreement.

                  To propose new prospective services, in conjunction with
                  Provider.

                  To be responsible for the provision of reports as required by
                  the Agreement.

                  To manage the Change Control Process on behalf of Company and
                  sign Change Orders.

                  To identify opportunities for development or improvement to
                  the Services.

                  To manage and resolve Disputes between Company and Provider.

                  To participate on the Technology and Business Process
                  Governance Committee (as identified in the Technology and
                  Process Governance Schedule).

                  To participate on the [***]* (as identified in the Charges
                  Schedule (Schedule C).

      4.1.2 The Provider Relationship Manager

            (a)   Role

                  To be responsible for and to manage the Company account.

            (b)   Reporting

                  To the Vice President, Client Relationships

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            (c)   Specific Responsibilities

                  To develop and maintain high level relationships with Company.

                  To act as the principal point of contact for Company in
                  relation to the Services.

                  To attend review meetings as required by the Agreement.

                  To propose and develop new prospective services, in
                  conjunction with Company.

                  To manage the Change Control Process on behalf of Provider and
                  sign Change Orders.

                  To identify opportunities for development or improvement to
                  the Services.

                  To manage and resolve Disputes between Company and Provider.

                  To work closely with the Center Manager to ensure the quality
                  of all Services in conformance to the Agreement.

                  To monitor customer satisfaction.

                  To oversee startup and transition initiatives.

                  To participate on the Technology and Business Process
                  Governance Committee (as identified in the Technology and
                  Process Governance Schedule)

                  To participate on the [***]* (as identified in the Charges
                  Schedule (Schedule C)).

      4.1.3 The Provider Center Manager

            (a)   Role

                  To be responsible for all aspects of the day-to-day
                  operational delivery of the Services to the Service Level
                  Standards.

            (b)   Reporting

                  This role reports to the Director of U.S. Operations.

            (c)   Specific Responsibilities

                  To be responsible for the day-to-day operational delivery of
                  the Services.

                  To plan, allocate and monitor work undertaken in relation to
                  the Services.

                  To attend review meetings as required by the Agreement.

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                  To be responsible for the provision of Reports as required by
                  the Agreement.

                  To ensure that appropriate operational and quality control
                  procedures are in use.

                  To manage and resolve customer complaints relating to
                  operational activities.

      4.1.4 The Company Operations Manager

            (a)   Role

                  To be responsible for all aspects of the day-to-day
                  operational delivery of Company's performance related to and
                  necessary for Provider's performance of the Services and
                  Company's use of the Services.

            (b)   Reporting

                  This role reports to the Company Relationship Manager.

            (c)   Specific Responsibilities

                  To be responsible for the day-to-day operational delivery of
                  Company's performance obligations.

                  To plan, allocate and monitor work undertaken in relation to
                  the Services.

                  To attend review meetings as required by the Agreement.

                  To be responsible for the provision of Reports as required by
                  the Agreement.

                  To ensure that appropriate operational and quality control
                  procedures are in use.

                  To manage and resolve Provider complaints relating to
                  Company's operational activities.

5.0   EXECUTIVE STEERING COMMITTEE

5.1   The Executive Steering Committee shall not be involved in day-to-day
      management of the Agreement or Services. The Executive Steering Committee
      will meet periodically as it deems necessary, but at a minimum, [***]*,
      until such time, if any, that the Executive Steering Committee agrees to a
      different schedule for meetings.

5.2   Company will designate one of its members on the Executive Steering
      Committee to act as the chairman of the Executive Steering Committee,
      provided that such designation and role will be for administrative
      convenience purposes only and the rights, responsibilities and authority
      of the chairman shall be the same as all other members of the Executive
      Steering Committee. Company and Provider may mutually agree to increase or
      decrease the size of the Executive Steering Committee or to change the
      qualifications of who may serve on the Executive Steering Committee. The
      Executive Steering Committee will initially be comprised of executives of
      the Parties as follows:

      [***]*

5.3   The Executive Steering Committee will be governed according to the
      following principles:

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


                                       4

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      a.    Each Party shall have a single vote;

      b.    Members may participate in meetings in person, by telephone, or by
            teleconference;

      c.    Participation by one member from each team is sufficient for a
            quorum; and

      d.    Unanimity of the Parties is required for action to be taken.

5.4   The responsibilities of the Executive Steering Committee will include:

      a.    generally overseeing the performance of each Party's obligations
            under the Agreement;

      b.    review and authorization of high-level technical, financial and
            resource plans;

      c.    review of reports and recommendations, as reviewed and approved by
            the Operations Management Team, and, on [***]* basis, review
            recommendations and provide authorization as required for:

            (i)   Service Levels for previous [***]*

            (ii)  adjustment of Service Levels

            (iii) changes in pricing

            (iv)  Company employee satisfaction surveys and Service Level
                  results

            (v)   benchmarking results

            (vi)  summary of out-of-scope work

            (vii) implementation process of the Agreement and the achievement of
                  key milestones and deliverables

            (viii) adjustments to Services;

      d.    review of the relationship issues arising out of the Agreement;

      e.    consider the business and operating strategies of each party

      f.    resolution of concerns regarding replacement of a Relationship
            Manager or Center Manager or Operations Manager;

      g.    resolution of disputes;

      h.    final resolution of certain disputes, as noted in the Dispute
            Resolution Schedule; and

      i.    provision of advice and guidance to the Operations Management Team
            for performance improvement and submission of recommendations
            directly to Company and Provider on issues affecting the
            relationships between the Parties.


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


                                        5

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<PAGE>
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6.0   OPERATIONS MANAGEMENT TEAM

6.1   [***]*

6.2   The Operations Management Team will meet [***]* and at other times as
      agreed between the Parties.

6.3   The Operations Management Team reviews shall be chaired by the Company
      Relationship Manager.

6.4   The responsibilities and authorities of the Operations Management Team
      will include the following:

      a.    review of the overall performance of the Parties' respective roles
            and responsibilities under this Agreement;

      b.    review of progress of the implementation of the Agreement with
            emphasis on the achievement of key milestones and deliverables;

      c.    implementation of risk management and provide an analysis for review
            by the Executive Steering Committee;

      d.    review of Service delivery and transition management activities and
            the associated contract management reports as provided by the
            Provider Service delivery teams;

      e.    approval of changes to reports;

      f.    review of summary reports as set out in Reports Schedule and submit
            for Executive Steering Committee review, as necessary;

      g.    annual review of the following and making recommendations to the
            Executive Steering Committee, as necessary:

            (i)   KPI's and RSL's based on previous [***]*

            (ii)  Proposal for adjustments to KPI's and RSL's;

            (iii) Company Employee satisfaction surveys;

            (iv)  Adjustments to Services; and

            (v)   Benchmarking results.

      h.    review of the recommendations and suggestions made by the Executive
            Steering Committee relating to the Services and/or Agreement and
            initiate appropriate actions;

      i.    implementation of technical, financial and resource plans;

      j.    providing advice and guidance to the Service delivery teams for
            performance improvement and making recommendations directly to
            Company and Provider; and

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


                                       6

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      k     delegating any of its powers it considers appropriate to the service
            delivery teams, subject to the terms of the Agreement.

7.0   INITIAL COMMITTEE MEMBERS

7.1   The initial Relationship Managers shall be:

            [***]*

7.2   The initial Executive Steering Committee members shall be:

            [***]*

8.3   The initial Operations Management Team members shall be:

            [***]*

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


                                       7

Human Resources Services Agreement - Schedule L - Final
October 18, 2001
<PAGE>
                                   SCHEDULE M
                            HARDWARE RIGHTS SCHEDULE

1.0   INTRODUCTION

The Parties have identified on this Schedule M (Hardware Rights Schedule) the
Hardware required for Provider to perform the Services as of the Process Take-On
Date. After the Effective Date, this Hardware Rights Schedule shall be updated
by Provider from time to time to incorporate any Hardware not listed on this
Hardware Rights Schedule that is required for Provider to perform the Services
on or after the Process Take-On Date.

2.0   HARDWARE

Consistent with Section 3.1(b) of the Agreement, the Hardware is categorized in
the Exhibits attached hereto as follows:

      Exhibit I:           Company Group owned Hardware which
                           shall be transferred to Provider as
                           part of the purchased assets;

      Exhibit II:          Company Group owned Hardware which
                           Company will make available for use by
                           Provider in connection with its
                           delivery of the Services;

      Exhibit III:         Hardware which is leased by the
                           Company Group from a third party and
                           which Provider will use under
                           Provider's appointment as Company's
                           representative pursuant to Section 3.3
                           of the Agreement; and

      Exhibit IV:          leased Hardware for which a consent
                           shall be obtained permitting Provider
                           to use the Hardware in connection with
                           its delivery of the Services,
                           designating whether Company or
                           Provider shall have responsibility for
                           obtaining such consent.

With respect to Hardware leased by a Party from a third party which the other
Party will use in either the delivery or receipt of the Services, the Party
using such Hardware shall comply at all times with the terms and conditions of
the then existing lease agreement between the lessee and the applicable third
party vendor (each a "Retained Agreement") and any and all agreements
(including, but not limited to, consent letters, sublease agreements,
confidentiality agreements, etc.) entered into by the lessee and/or the other
Party and a third party vendor pursuant to which the applicable rights to access
and use are granted (each a "Right to Use Agreement"). The right to use grantee
shall be responsible for all damages incurred by the right to use grantor
arising out of the grantee's non-compliance with any and all Retained Agreements
and Right to Use Agreements. In addition, the grantee shall comply at all times
with the grantor's Hardware policies and procedures with respect to Hardware
owned or leased by the grantor. All Company-owned or leased Hardware used by
Provider shall be subject to Section 3.2 of the Agreement, including, but not
limited to, any time limitations on Provider's rights to access and use such
Hardware. All Provider-owned or leased Hardware shall be subject to equivalent
restrictions applicable to Company's access and use.
<PAGE>
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                                    EXHIBIT I
                                       TO
                                   SCHEDULE M

Following is a list of the Company Group owned Hardware which shall be
transferred to Provider as part of the purchased assets:

      [***]*

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


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                                   EXHIBIT II
                                       TO
                                   SCHEDULE M

Following is a list of the Company Group owned Hardware which Company will make
available for use by Provider in connection with its delivery of the Services:

[***]*

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


                                       3

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                                   EXHIBIT III
                                       TO
                                   SCHEDULE M

Following is a list of the Hardware which is leased by the Company Group from a
third party and which Provider will use under Provider's appointment as
Company's representative pursuant to Section 3.3 of the Agreement:

         [***]*

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


                                       4

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                                   EXHIBIT IV
                                       TO
                                   SCHEDULE M

Following is a list of the leased Hardware for which a consent shall be obtained
permitting Provider to use the Hardware in connection with its delivery of the
Services, designating whether Company or Provider shall have responsibility for
obtaining such consent:

      [***]*

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


                                       5

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                                   SCHEDULE N
                           DISASTER RECOVERY SERVICES

1.    EXISTING DISASTER RECOVERY PLANS

      Commencing on the Process Take on Date, Provider shall follow the existing
      Company ESC Disaster Recovery Plan, as provided in writing by Company to
      Provider, for the applicable Services. In addition, Company shall follow
      the existing Company IT Disaster Recovery Plan.

2.    DISASTER RECOVERY PLAN REVIEW AND MODIFICATION

      In the [***]* following the Process Take On, Company and Provider agree to
      review and revise, as appropriate, the existing Company ESC Disaster
      Recovery Plan and the existing Company IT Disaster Recovery Plan. In
      addition, the Parties shall develop and implement a Joint Disaster
      Recovery Dependency Plan which identifies the interfaces and dependencies
      between the plans and outlines areas of joint responsibility. Each
      Disaster Recovery Plan shall be made up of the following Disaster Recovery
      Plan Description:

            -     Recovery Management Team Procedures:

            -     Functional Team Recovery Procedures:

            -     Administrative and Recovery Progress Procedures:

            -     Ongoing Preparedness Procedures:

3.    REVISED DISASTER RECOVERY PLAN

      Following the [***]* period, Provider and Company shall follow the revised
      Provider ESC Disaster Recovery Plan Company IT Disaster Recovery Services
      and the Joint Disaster Recovery Plans and the provisions agreed to
      therein.

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


Human Resources Services Agreement - Schedule N - Final   1
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                                   SCHEDULE O
                       AGREED DAMAGES EXCEPTIONS SCHEDULE

1.0   INTRODUCTION

This Agreed Damages Exceptions Schedule sets forth certain exceptions to the
Damages Cap (as defined in Section 14.1(a) of the Agreement) and the limitation
on damages as set forth in Section 14.2(a) of the Agreement.


2.0   EXCEPTIONS

      a.    [***]*;

      b.    Provider's indemnification obligations under Section 16.1 of the
            Agreement; and

      c.    Company's indemnification obligations under Section 16.2 of the
            Agreement.

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


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                                   SCHEDULE P
                              BENCHMARKING SCHEDULE

1.0   INTRODUCTION

This Schedule describes the Benchmark Process, as well as the procedure Company
and Provider will follow to select a Benchmarker, as contemplated under Section
7.5 of the Agreement.

2.0   DEFINITIONS

The following terms have the meanings set forth below when used in this
Schedule:

a.    BENCHMARK PROCESS means the relevant objective measurement and comparison
      process provided for in this Schedule as a means of measuring the
      technology, pricing, processes and Service Levels supplied or adhered to
      by Provider in providing the Services to Company, as compared to other
      organizations providing similar services under relevant arrangements.

b.    BENCHMARK RESULTS shall mean the results of the Benchmarking Process
      delivered by the Benchmarker in a written report to Company and Provider,
      including any supporting documentation requested by Company or Provider to
      analyze the results of the Benchmark Process.

c.    BENCHMARKER means the third party or third parties jointly selected by
      Company and Provider as described in this Schedule to conduct the
      Benchmarking Process.

3.0   ROLE OF BENCHMARKER

The Benchmarking Process shall be conducted by the Benchmarker.

3.1   BENCHMARKER SELECTION PROCESS

a.    Company and Provider will cooperate in good faith to jointly select one or
      more suitable Benchmarkers, taking into consideration the skill,
      experience, responsiveness, objectivity, fees and expenses of qualified
      firms or individuals. Once a Benchmarker has been selected, unless the
      Parties agree otherwise, such Benchmarker shall be used for any future
      Benchmarks.

b.    In the event: (1) a Benchmarker is no longer providing the services
      required to conduct the Benchmarking Process, (2) Company and Provider
      agree that the Benchmarker should be replaced or (3) Company and Provider
      determine that another Benchmarker would be needed to take advantage of
      another system or methodology used by such Benchmarker to conduct the
      Benchmarking Process, Company and Provider shall promptly designate a
      replacement Benchmarker.

3.2   BENCHMARKING PROCESS

a.    The Parties shall not conduct any Benchmarking Process prior to [***]*
      Thereafter, no Benchmarking Process shall be conducted more frequently
      than [***]* unless otherwise agreed by the Parties. Subject to the
      foregoing, Company and Provider shall designate the time when each
      Benchmarking Process shall be undertaken.

b.    [***]*

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


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<PAGE>
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c.    The Benchmarking Process shall be based upon and consistent with, in all
      material respects, the benchmarking methodology, principles and approach
      agreed to by the Parties, in consultation with the Benchmarker, which
      shall include:

      (i)   a representative sampling of a sufficient number of arrangements
            between providers and receivers of services comparable to the
            Services (the "Comparables"); and

      (ii)  any appropriate adjustments due to differences between the
            Comparables on one hand, and the arrangements between Provider and
            Company under this Agreement, such as differences in the nature or
            type of services received, the respective service environments,
            relative performance standards, volumes, term of agreement, location
            of services, amount of investments made pursuant to or in connection
            with the Comparables, and other similar terms and conditions.

d.    The Parties shall cooperate with each other and the Benchmarker to
      facilitate the Benchmarking Process, which shall include providing
      reasonable information as is necessary to conduct the Benchmarking
      Process; provided, however, that Provider will not be required to (i)
      disclose any of its Confidential Information, (ii) disclose details of
      other customers' confidential information without such customers' consent,
      or (iii) provide any information relating to Provider's margins or costs.

e.    Within [***]* (or as otherwise agreed to by the Parties and the
      Benchmarker) after the completion of any Benchmarking Process, the
      Benchmarker shall deliver the Benchmark Results to each Party's Account
      Manager.

f.    During the [***]* following delivery of the Benchmark Results from the
      Benchmarker, Company and Provider shall review the Benchmark Results and
      schedule one or more meetings (which shall include the Benchmarker) to
      address any issues either Party may have with the Benchmark information or
      the Benchmark Results.

3.3   EFFECT OF BENCHMARK RESULTS

The Parties shall not be specifically bound by the results of the Benchmarking
Process, but the Parties agree that they shall each give due consideration to
such results in accordance with the provisions of Section 7.5 of the Agreement.

3.4   DISPUTES

Any disputes between the Parties concerning the selection of the Benchmarker,
the Benchmark Process, the Benchmark Results, or any other aspects of
benchmarking may be escalated to the Executive Steering Committee for final and
binding resolution. No such disputes may be escalated beyond the Executive
Steering Committee or submitted to any other forum except as provided in the
Dispute Resolution Schedule.

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


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                                   SCHEDULE Q
                  DATA PRIVACY AND SECURITY PROCEDURES SCHEDULE

1.0   INTRODUCTION

This schedule sets forth the respective data management, data privacy and
security responsibilities of Company and Provider under the Agreement, which are
in addition to those Services described in the Agreement and the SERVICES
SCHEDULE.

2.0   DEFINITIONS

The following terms have the meanings set forth below when used in this
schedule. Capitalized terms used but not defined in this schedule have the
meanings assigned to them in the Glossary.

      "Focal Point" means, with respect to either Provider or Company, the
      person designated by a Party with responsibility for day-to-day data and
      security management for such Party.

      "Personal Data" means any data relating to Employees Served (as defined in
      the Charges Schedule (Schedule C)) that Provider processes on behalf of
      Company or otherwise has access to under or in connection with this
      Agreement or in performing the Services.

3.0   GENERAL

      a.    Prior to the Process Take-On Date, Provider shall, with Company's
            participation and assistance, develop and document a framework and
            plan for the ongoing identification, implementation, and maintenance
            of, and compliance with, data management, data privacy and security
            practices that Provider and Company will be responsible for
            implementing and following during the Term of the Agreement. Both
            Parties recognize and agree that the detailed requirements for data
            management, data privacy, and security will likely develop and
            evolve over the Term of the Agreement, and that this Schedule, and
            the Parties' obligations with respect to such matters will similarly
            evolve during the Term.


      b.    Provider's Focal Point will be responsible for supervising
            Provider's data management, data privacy and security activities,
            and will be generally familiar with data management, data privacy
            and data security requirements and issues relevant to the Services
            and Provider's business. Company's Focal Point will be responsible
            for supervising Company's data management, data privacy and security
            activities, and will be generally familiar with data management,
            data privacy and data security requirements and issues relevant to
            the Services and Company's business.


      c.    Unless otherwise agreed by Company and Provider, the services
            required from Provider under this Schedule are deemed to be an
            inherent part of the Services and shall be included in the Services
            provided by Provider and the Base Charges.

      d.    Company shall retain responsibility for all server-level data
            management, data privacy and security practices.

      e.    The Parties acknowledge that they may need to amend this Schedule or
            the Agreement within a commercially reasonable time prior to the
            effective date of any HIPAA privacy regulations, pursuant to the
            terms of Section 2.11(b) of the Agreement.


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October 18, 2001
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4.0   DATA MANAGEMENT

      a.    Obligations with Respect to Privacy and Data Protection Laws

            1.    Provider and Company are each responsible for complying with
                  their respective obligations under the applicable privacy and
                  data protection laws governing Personal Data. Provider shall
                  comply with its obligations as Company's service provider,
                  processor and/or business associate under applicable data
                  protection laws. Where applicable, Company shall comply with
                  its obligations as the owner or controller of any such
                  Personal Data under applicable privacy and data protection
                  laws.

            2.    Company may create, or request that Provider create, any and
                  all programs, plans, procedures or measures Company deems
                  necessary, in its sole discretion, to comply with its
                  obligations set forth in Section 4.0(a)(1) of this Schedule.
                  Upon Company's request, Provider shall implement and maintain
                  throughout the term of the Agreement any and all such
                  programs, plans, procedures or measures created or dictated by
                  Company as part of the Services.

            3.    Subject to the terms and conditions of the Agreement and this
                  Schedule, each Party shall take steps it deems necessary to
                  comply with its obligations set forth in Section 4.0(a)(1) and
                  this Schedule; provided, however, that such Party shall use
                  commercially reasonable efforts to minimize the impact of such
                  steps on the other Party.

            4.    Provider shall fully cooperate with and reasonably assist
                  Company with responding to any data protection authority,
                  governmental agency, or other third party to the extent
                  necessary, in Company's sole reasonable discretion, to comply
                  with applicable privacy or data protection laws. To the extent
                  requested by Company, Provider shall fully cooperate with and
                  assist Company in support of Company's efforts to satisfy the
                  requirements of applicable privacy and data protection laws or
                  regulations, or any safe harbors or exemptions to such privacy
                  and data protection laws as such relate to the Services.

            5.    Provider shall fully cooperate with and reasonably assist
                  Company in fulfilling registration or other applicable
                  requirements under privacy or data protection laws, including
                  without limitation, providing requested information and
                  registering with data protection authorities or joining
                  self-regulatory programs as requested by Company in order to
                  permit Company and Provider to acheive the purposes of the
                  Agreement.

            6.    Changes to the Charges required by this Section 4.0(a) shall
                  be handled through the Change Control Procedures.

      b.    Data Usage and Management

            1.    Provider shall use the Personal Data only for the purposes of
                  providing the Services under this Agreement. Provider shall
                  treat all Personal Data as Confidential Information in
                  accordance with the confidentiality and security provisions of
                  the Agreement. Provider shall not disclose any such Personal
                  Data to any third party except as expressly authorized under
                  the Agreement, to the extent required by law or order of a
                  court of governmental agency, as required in order to perform
                  the Services in the ordinary course of business, or as
                  otherwise permitted under the terms of this Agreement.
                  Provider shall not use or disclose the Personal Data for the
                  purpose of marketing products or services to individuals whose
                  names are contained in the Personal Data. For the avoidance of
                  doubt, the foregoing sentence shall not restrict Provider's
                  communications to such individuals about the Services or any
                  products or services of Company.


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<PAGE>
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            2.    Provider will enter into such data protection agreements with
                  Company as may be reasonably required by governmental agencies
                  or data protection authorities in any jurisdiction after the
                  Effective Date and reasonably agreed to by Provider and
                  Company in discussions with such data protection authorities.

            3.    Company and Provider shall, as part of the plan to be
                  established under Section 3.0(a) above, establish technical
                  and organizational measures to ensure the security and
                  confidentiality of Personal Data, and to protect against
                  accidental or unlawful destruction or accidental loss,
                  alteration, unauthorized disclosure of or access to the
                  Personal Data, and security programs and procedures to ensure
                  that unauthorized persons will not have access to the systems
                  used to access or process the Personal Data.

            4.    Provider will ensure that any of its employees and
                  subcontractors whom it authorizes to have access to Personal
                  Data will comply with Provider's obligations under this
                  schedule and the confidentiality and security provisions of
                  the Agreement as applicable to the Personal Data.

      c.    Data Transfer

            1.    Provider will not transfer Personal Data out of the United
                  States, or otherwise engage in transfers of Personal Data from
                  one country to another, except as required for the express
                  purpose of fulfilling its obligation to provide Services under
                  this Agreement. Provider will obtain any required consents
                  prior to transferring any such Personal Data in accordance
                  with this provision.

      d.    Information Requests

            1.    If Company is required to provide information to an individual
                  regarding his or her Personal Data, Provider will respond
                  promptly to Company's inquiries concerning such Personal Data
                  and will reasonably cooperate with Company in providing such
                  information.

            2.    Upon Provider's or Company's reasonable written request,
                  Company or Provider will provide the other with such
                  information that it has regarding Personal Data and its access
                  and processing that is necessary to enable the requester to
                  comply with its obligations under this Section and the
                  applicable data protection laws.

      e.    Audit Rights

            1.    Provider will permit Company to audit Provider's compliance
                  with its data management, data privacy and security
                  obligations under the Agreement, this Schedule and the other
                  Schedules in accordance with Section 2.9 of the Agreement.

      f.    Event Management

            1.    Company and Provider shall develop, document and implement a
                  process for immediately addressing any incident relating to
                  data privacy, protection or security. In the event of any
                  claim or charge by a third party (including any individual or
                  data protection authority) that Company or Provider is not in
                  compliance with its obligations under applicable privacy and
                  data protection laws or has violated any privacy or data
                  protection law, Provider and Company shall cooperate with each
                  other and provide without delay all necessary resources or
                  cooperation to address and remedy such claim or charge that it
                  has not complied with its obligations as rapidly as possible.


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5.0   PHYSICAL/FACILITY SECURITY; LOGICAL SECURITY CONTROLS

      a.    Provider shall provide reasonable physical security controls at the
            Employee Service Center, which shall provide for physical security
            controls consistent with or better than those in place as of the
            Process Take-on Date. Provider shall immediately notify Company of
            any breach of such security controls or any suspicious activity
            affecting Company, Personal Data, Company Information or Provider's
            systems and shall take all necessary action to promptly correct such
            security problem.

      b.    Provider shall permit only those persons with legitimate business
            purposes to have access to the Employee Services Center.

      c.    Provider shall use the South Entrance of the building for access to
            the Employee Services Center.

      d.    Company's Relationship Manager, and members of Company's Operations
            Team, Executive Steering Committee, Gain Sharing Governance
            Committee, and Technology and Business Processes Governance
            Committee shall have reasonable unrestricted access to the Employee
            Services Center.

      e.    Provider shall comply with Company's logical access control
            procedures, and shall cooperate with Company in the administration
            of such controls.


Human Resources Services Agreement - Schedule Q - Final       4
October 18, 2001
<PAGE>
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                                   SCHEDULE R
                           DISPUTE RESOLUTION SCHEDULE

1.0   DEFINED TERMS

Capitalized terms not otherwise defined herein have the meanings ascribed to
them in the Glossary.

      "Complex Dispute List" means the Complex Dispute List maintained by
      J*A*M*S/Endispute ("JAMS") or another list of individuals having similar
      qualifications maintained by JAMS.

      "Committee Exclusive Disputes" shall have the meaning set forth in Section
      2.2(e) below.

      "Dispute" means any dispute, controversy or claim of any kind or nature
      arising under or in connection with the Agreement, including without
      limitation, disputes as to the creation, validity, interpretation, breach
      or termination of this Agreement.

      "Executive Steering Committee" shall have the meaning set forth in the
      Account Governance Schedule.

      "Qualifications" means extensive knowledge or experience regarding the
      subject of the Dispute.

2.0   DISPUTE RESOLUTION PROCESS

2.1   General. Except as otherwise stated in the Agreement, all Disputes arising
      between the Parties shall be resolved in accordance with the process set
      forth in this Dispute Resolution Schedule (the "Dispute Resolution
      Process"). Notwithstanding the foregoing, in the event of any
      inconsistency in the Dispute Resolution Process set forth in this Schedule
      and any other process to resolve Disputes set forth elsewhere in this
      Agreement or otherwise used by the Parties to resolve Disputes without
      referring the Dispute to a third party, either Party may elect that both
      Parties adhere to this Dispute Resolution Process (it being acknowledged
      that such other processes generally contemplate that the Parties can
      resolve a Dispute without the need for mediation or arbitration, whereas
      the Dispute Resolution Process in this Schedule generally contemplates the
      potential need for the parties to resort to mediation or arbitration to
      resolve a particular Dispute). Company and Provider shall at all times
      exercise reasonable, good faith efforts to resolve all Disputes in a
      timely, amicable and efficient manner.

2.2   Escalation Procedure.

      (a)   Relationship Managers. All Disputes shall initially be referred by
            either Party to both Parties' Relationship Manager. Each Party's
            Relationship Manager shall negotiate with the other Party's
            Relationship Manager to resolve the Dispute.

      (b)   Executive Steering Committee. If the Relationship Managers do not
            resolve the Dispute within [***]* (or such longer period as the
            Relationship Managers may agree) after the date of referral of the
            Dispute to them, either Party may elect to proceed directly to the
            Executive Steering Committee.

      (c)   Acceleration. Notwithstanding the foregoing, in the event either
            Party determines at any time and in its sole discretion that the
            Dispute relates to such a critical matter that the Escalation
            Procedure set forth in this Section 2.2 will not resolve the Dispute
            in a timely

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            or satisfactory manner, such Party may accelerate the Dispute
            directly to the Executive Steering Committee. Subject to the
            provisions of Section 2.2(e) with respect to Committee Exclusive
            Disputes, if the Executive Steering Committee does not resolve the
            accelerated Dispute within [***]* after the date of referral of such
            Dispute to such committee, either Party may submit the Dispute to
            binding arbitration in accordance with Section 2.4 below.

      (d)   Committee Exclusive Disputes. The Executive Steering Committee shall
            be the final forum for the resolution of any Dispute with respect to
            the following matters (the "Committee Exclusive Disputes"):

            1.    [***]*

            2.    Technology strategy and policy issues which are the subject of
                  the Technology and Business Process Governance Schedule;

            3.    Benchmarking;

            4.    Claims for damages arising under the Agreement where the
                  damages claimed, together with related damages claimed under
                  the Software Development Agreement and the Technical Services
                  Agreement, are less than [***]* measured annually; and 5.
                  [***]*

            In no event may a Committee Exclusive Dispute be escalated beyond
            the Executive Steering Committee, or submitted to mediation,
            arbitration, or any other forum for resolution, unless the Executive
            Steering Committee agrees to do so. [***]*

2.3   Further Escalation. Any Dispute that is not a Committee Exclusive Dispute
may be further escalated as follows:

      (a)   Non-binding Mediation. If the Executive Steering Committee does not
            resolve the Dispute within [***]* (or such longer period as that
            Committee may agree) after the date of referral to it, either Party
            may submit the Dispute to non-binding mediation in accordance with
            Section 2.4 below.

      (b)   Binding Arbitration. If the Dispute is not resolved by any of the
            preceding steps and is not resolved by mediation, either Party may
            submit the Dispute to binding arbitration in accordance with Section
            2.5 below.

      (c)   Miscellaneous. If the Parties act pursuant to another process set
            forth elsewhere in this Agreement or as otherwise agreed to in their
            attempt to resolve a particular Dispute without referral of the
            Dispute to a third party (e.g., the parties utilize dispute
            resolution procedures pursuant to the ACCOUNT GOVERNANCE SCHEDULE),
            the Parties shall be deemed to have completed the steps in Sections
            2.2(a), 2.2(b) and 2(c) of this Dispute Resolution Process if the
            substance of those steps have been taken and those timeframes have
            been met by the Parties in such other process, such that either
            Party may then elect to proceed directly to either non-binding
            mediation in accordance with Section 2.4below or to binding
            arbitration in accordance with Section 2.5 below.

2.4   Mediation. Mediation of an unresolved Dispute shall be conducted in the
      following manner:

      (a)   Either Party may submit the Dispute to mediation by giving Notice of
            mediation to the other Party. The Parties shall thereafter attempt
            to promptly agree upon and appoint a sole mediator who has the
            Qualifications.

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      (b)   If the Parties are unable to agree upon a mediator within [***]*
            after the date the Dispute is submitted to mediation, either Party
            may request the [***]* of JAMS to appoint a mediator who has the
            Qualifications. The mediator so appointed shall be deemed to have
            the Qualifications and to be accepted by the Parties.

      (c)   The mediation shall be conducted in the [***]* at a place and a time
            agreed by the Parties with the mediator, or if the Parties cannot
            agree, as designated by the mediator. The mediation shall be held as
            soon as practicable, considering the schedules of the mediator and
            the Parties.

      (d)   If either Party has substantial need for information from the other
            Party in order to prepare for the mediation, the Parties shall
            attempt to agree on procedures for the formal exchange of
            information. If the Parties cannot agree, the mediator's
            determination shall become effective.

      (e)   Each Party shall be represented in the mediation by at least its
            Relationship Manager or another natural Person with authority to
            settle the Dispute on behalf of that Party and, if desired by that
            Party, by counsel for that Party. The Parties' representatives in
            the mediation shall continue with the mediation as long as the
            mediator requests, but in no event longer than [***]* unless
            otherwise agreed.

      (f)   [***]*

2.5   Arbitration. Arbitration of an unresolved Dispute shall be conducted in
the following manner:

      (a)   Either Party may initiate arbitration by filing a demand for
            arbitration (the "Demand") in accordance with the American Rules of
            Arbitration (the "Arbitration Rules"). The Parties shall thereafter
            attempt to promptly agree upon and appoint a Panel of three
            arbitrators (the "Panel"). Each of those arbitrators must have the
            Qualifications, and at least two of those arbitrators must be
            included in the Complex Dispute List.

      (b)   If the Parties are unable to agree upon any or all of the
            arbitrators within [***]* after the filing of the Demand (and do not
            agree to an extension of that [***]* period), either Party may
            request the [***]* of JAMS to appoint the arbitrator or arbitrators,
            who have the Qualifications (and at least two of whom must be
            included in the Complex Dispute List), necessary to complete the
            Panel in accordance with the Arbitration Rules. Each arbitrator so
            appointed shall be deemed to have the Qualifications and to be
            accepted by the Parties as part of the Panel.

      (c)   The arbitration shall be conducted in the [***]* at a place and a
            time agreed by the Parties with the Panel, or if the Parties cannot
            agree, as designated by the Panel. The Panel may, however, call and
            conduct hearings and meetings at such other places as the Parties
            may agree or as the Panel may, on the motion of one Party, determine
            to be necessary to obtain significant testimony or evidence.

      (d)   The Parties shall attempt to agree upon the scope and nature of any
            discovery for the arbitration. If the Parties do not agree, the
            Panel may authorize any and all forms of discovery, including
            depositions, interrogatories, and document production, upon a
            showing of particularized need that the requested discovery is
            likely to lead to material evidence needed to resolve the Dispute.

      (e)   The arbitration shall be subject to the Federal Arbitration Act and
            conducted in accordance with the Arbitration Rules to the extent
            they do not conflict with this Section 2.4. The Parties and the
            Panel may, however, agree to vary the provisions of this Section 2.4
            or the matters otherwise governed by the Arbitration Rules.

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      (f)   The Panel has no power to:

            (i)   rule upon or grant any extension, renewal, or continuance of
                  the Agreement; or

            (ii)  award remedies or relief either expressly prohibited by the
                  Agreement or under circumstances not permitted by the
                  Agreement.

      (g)   Unless the Parties otherwise agree, all Disputes hereunder and under
            the Software Development Agreement and/or the Technical Services
            Agreement regarding or related to the same topic or event that are
            subject to arbitration during the same time period shall be
            consolidated in a single arbitration proceeding.

      (h)   A Party or other Person involved in an arbitration under this
            Section 2.4 may join in that arbitration any Person other than a
            Party if:

            (i)   the Person to be joined agrees to resolve the particular
                  Dispute or controversy in accordance with this Section 2.4 and
                  the other provisions of this Dispute Resolution Schedule
                  applicable to arbitration; and

            (ii)  the Panel determines, upon application of the Person seeking
                  joinder, that the joinder of that other Person will promote
                  the efficiency, expediency and consistency of the result of
                  the arbitration and will not unfairly prejudice any other
                  party to the arbitration.

      (i)   The arbitration hearing shall be held within [***]* after the
            appointment of the Panel unless the Parties agree otherwise. Upon
            request of either Party, the Panel shall arrange for a transcribed
            record of the arbitration hearing, to be made available to both
            Parties.

      (j)   The Panel's final decision or award shall be made within [***]*
            after the hearing. That final decision or award shall be made by
            unanimous or majority vote or consent of the arbitrators
            constituting the Panel, and shall be deemed issued at the place of
            arbitration. The Panel shall issue a reasoned written final decision
            or award based on the Agreement and the laws of the State of [***]*
            exclusive of its conflicts of laws provisions and to the extent not
            preempted by federal law.

      (k)   The Panel's final decision or award may include:

            (i)   recovery of Damages to the extent permitted by the Agreement;
                  or

            (ii)  injunctive relief in response to any actual or threatened
                  breach of the Agreement or any other actual or threatened
                  action or omission of a Party under or in connection with the
                  Agreement.

      (l)   The Panel's final decision or award shall be final and binding upon
            the Parties, and judgment upon that decision or award may be entered
            in any court having jurisdiction over either or both of the Parties
            or their respective assets. The Parties specifically waive any right
            they may have to apply or appeal to any court for relief from the
            preceding sentence or from any decision of the Panel, or any
            question of law arising from or related to the Dispute, before or
            after the final decision or award.

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      (m)   [***]*

3.0   EXCEPTIONS

3.1   Recourse to Courts. Nothing in the Agreement, this Dispute Resolution
      Schedule or otherwise shall limit the right of either Party to apply to a
      court or other tribunal having jurisdiction to:

      (a)   enforce the Dispute Resolution Process;

      (b)   seek provisional or injunctive relief (including without limitation
            the provision of Termination Assistance Services), in response to an
            actual or impending breach of the Agreement or otherwise so as to
            avoid irreparable damage or maintain the status quo, until a final
            arbitration decision or award is rendered or the Dispute is
            otherwise resolved; or

      (c)   take any other action to resolve the Dispute, whether or not
            permitted by or in conflict with the Dispute Resolution Process, if
            the action is specifically agreed to in writing by the Parties.

4.0   MISCELLANEOUS

4.1   Confidentiality. The proceedings of all negotiations, mediations, and
      arbitrations as part of the Dispute Resolution Process shall at all times
      be privately conducted. The Parties agree that all information, materials,
      statements, conduct, communications, negotiations, mediations,
      arbitrations, offers of settlement, documents, decisions, and awards of
      either Party, in whatever form and however disclosed or obtained in
      connection with the Dispute Resolution Process:

      (a)   shall at all times be Confidential Information;

      (b)   shall not be offered into evidence, disclosed, or used for any
            purpose other than the Dispute Resolution Process; and

      (c)   will not constitute an admission or waiver of rights.

4.2   Continued Performance. Except where clearly prevented by the nature of the
      Dispute as agreed to in writing by both Parties or where restrained or
      enjoined by the Panel or a court or tribunal with appropriate
      jurisdiction, the Parties agree to continue performing their respective
      obligations under the Agreement while a Dispute is being resolved.

4.3   Notice. Any referral or acceleration required or permitted herein shall be
      made by Notice to the applicable Persons designated herein. The date of
      referral is the effective date of the Notice to the Persons to whom the
      Dispute must have been referred.


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                                   SCHEDULE S
                               INSURANCE SCHEDULE

1.0   INTRODUCTION

This Insurance Schedule sets forth the types of insurance and the minimum limits
per occurrence, accident, claim or loss the Provider will maintain throughout
the term of the Agreement.

2.0   COVERAGES TABLE

      [***]*

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                                   SCHEDULE T
                         TERMINATION ASSISTANCE SCHEDULE

1.0   INTRODUCTION

1.1   This Termination Assistance Schedule describes certain activities that the
      Parties shall undertake in connection with a termination or expiration of
      the Agreement. The Parties shall develop a Termination Assistance Plan.
      Capitalized terms used but not defined in this Schedule have the meanings
      assigned to them in the Glossary to the Agreement.

2.0   TERMINATION ASSISTANCE PLAN

2.1   Provider and Company shall establish a termination assistance team
      ("Termination Assistance Team") tasked with:

      (a)   documenting a Termination Assistance Plan that can be executed in
            connection with expiration or termination of the Agreement;

      (b)   meeting and agreeing to the details of the relevant Termination
            Assistance Plan and reviewing and updating the plan at least
            annually;

      (c)   facilitating the transition during the Termination Assistance
            Period; and

      (d)   managing the performance of the Parties' respective obligations
            under the Termination Assistance Plan.

2.2   In accordance with Section 13.3 of the Agreement, the Termination
      Assistance Team shall jointly develop, and Provider will submit for
      Company's approval a Termination Assistance Plan within [***]* after the
      Process Take-On Date. Provider will update the entire plan at least once
      per [***]* or after any significant event.

2.3   The Termination Assistance Plan will include the activities, timeframes
      and dependencies for transition of the Services performed by Provider to
      Company or a third party successor of Provider. This will include, by
      necessity, any activities needed to extract Company data and processes and
      access to those assets in the event that extraction is not feasible or
      desirable. The Termination Assistance Plan shall also address the manner
      in which Provider will minimize any disruption and/or degradation of the
      Services.

2.4   Provider will provide Company the opportunity to provide input into the
      Termination Assistance Plan through the Termination Assistance Team.

2.5   Consistent with the provisions set forth in Sections 13.3 and 13.4 of the
      Agreement, and any other services agreed to by the Parties, Provider will
      include the following Termination Assistance Services in the Termination
      Assistance Plan to be performed upon a termination or expiration of the
      Agreement:

      [***]*

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                                   SCHEDULE U
                                REPORTS SCHEDULE

1.0   INTRODUCTION

This Schedule identifies Provider's and Company's responsibilities in connection
with providing reports ("REPORTS").

2.0   GENERAL

2.1   Provider shall prepare and deliver to Company the Reports required under
      the Agreement and the Schedules to the Agreement.

2.2   From time to time, as part of the Services, Provider shall be responsible
      for preparing and delivering ad hoc Reports as required under the Services
      Schedule. Such Reports shall be delivered according to timing reasonably
      specified by Company.

2.3   Provider shall prepare and deliver to Company, within [***]* following the
      end of each calendar month, Reports regarding Provider's performance
      against each of the established Service Levels (i.e., the KPIs and RSLs as
      set forth in the Service Levels Schedule); provided, however, that Company
      may identify certain priority Reports which shall be delivered earlier, as
      mutually agreed. Company shall prepare and deliver to Provider within
      [***]* following the end of each calendar month, Reports regarding
      Company's performance against each of the established Company RSLs. Such
      reports shall be in sufficient detail to permit Company and Provider to
      determine the level of the other's performance in accordance with the
      Service Levels Schedule (Schedule B).

2.4   [***]*

2.5   Provider shall prepare and deliver to Company Reports regarding all
      projects and processes that are subject to the Change Control Process, as
      mutually agreed.

2.6   The format of the Reports (including the form of delivery media, which may
      include paper and/or electronic form) shall be in accordance with
      Provider's standard formats; provided, however, that during the [***]*
      period following the Process Take-On Date, Company and Provider shall
      refine the appearance and content of the Reports to accommodate Company's
      reasonable business requirements.

2.7   All Reports will contain accurate and complete data based on the available
      data.

2.8   Preparation and delivery of Provider's Reports under this Schedule shall
      be considered part of the Services, and there shall be no additional
      charges or fees to Company associated with such activity.

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2.9   For each Report, upon Company's reasonable request, Provider will answer
      any questions that Company may have regarding such Report.


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                                   SCHEDULE V
               TECHNOLOGY AND BUSINESS PROCESS GOVERNANCE SCHEDULE

1.0   INTRODUCTION

Prior to the Process Take-On Date, Company and Provider will develop specific
procedures regarding changes, modifications and amendments to the Services IT
platform and certain business processes, which the Parties will follow as of the
Process Take-On Date (the "Technology and Business Process Procedures"). This
Technology and Business Process Governance Schedule sets out the process by
which the Technology and Business Process Governance Procedures will be
developed and finalized and the scope and requirements of the Technology and
Business Process Procedures. For purposes hereof, "business process" or
"Business Process" means business processes as outlined in the Services Schedule
(Schedule A) that involve how inputs are prepared by Company and delivered to
Provider, and how outputs are received by Company from Provider, provided that
such terms shall not include business or other processes that are internal to
Provider.

2.0   TECHNOLOGY AND BUSINESS PROCESS PROCEDURES

2.1   Development. Provider and Company shall jointly develop and finalize the
      Technology and Business Process Procedures prior to the Process Take-On
      Date. The Parties shall establish a team to develop the Technology and
      Business Process Procedures, which shall be comprised of the Company
      Relationship Manager, the Provider Relationship Manager and no more than
      two additional representatives from each Party designated by the
      Relationship Managers. Company's processes and procedures shall apply
      until such time as the Parties have agreed to the Technology and Business
      Process Procedures and Provider shall comply with all such Company
      processes and procedures. The Parties shall act in good faith at all times
      during the development of the Technology and Business Process Procedures.

2.2   Scope. The Technology and Business Process Procedures will describe in
      detail the processes and procedures to be followed by the Parties for
      management of the day-to-day operations relating to the following:

      (a)   Problem resolution with respect to the Services IT platform and
            business processes;

      (b)   Nomination and implementation of application and other operational
            changes to the Services IT platform and changes to business
            processes;

      (c)   Requests by Company for personnel and other resources;

      (d)   Initiation and management of projects;

      (e)   Approval and implementation of changes required prior to Provider
            providing services to any third party other than Company using the
            Employee Service Center;

      (f)   Establishment of technology and business process governance teams;

      (g)   Implementation of any changes or other initiatives according to
            Change Control Procedures or agreement on New Services; and

      (h)   Any other pertinent information as mutually agreed upon by the
            Parties.

2.3   Required Provisions. The Parties agree that, in addition to any provisions
      agreed to by the Parties, the Technology and Business Process Procedures
      shall include provisions relating to the following:


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      (a)   Disputes involving the Services IT platform shall be escalated for
            resolution in accordance with the Dispute Resolution Schedule;

      (b)   Company shall make any changes, modifications or enhancements that
            Company deems appropriate in its sole discretion to any Company
            owned or provided hardware, software or system provided that any
            such change, modification or enhancement shall not have a material
            adverse impact on Provider's delivery of the Services, or Provider's
            performance in accordance with the Agreement (including Service
            Levels).

      (c)   Subject to Section 1.5 of the Agreement, prior to Provider providing
            services to any third party other than Company using the Employee
            Service Center, the Parties shall have agreed upon the transfer or
            replacement of the Company owned or provided IT infrastructure in
            the Employee Service Center, which includes, but shall not be
            limited to, the following:

            [***]*

      (d)   With respect to the establishment of a Technology and Business
            Process Management Team:

            (i)   A Technology and Business Process Management Team will be
                  formed and the initial members assigned prior to the Process
                  Take-On Date.

            (ii)  The Technology and Business Process Management Team shall be
                  involved in the management of any proposed or implemented
                  change, amendment or addition to the Services IT platform or
                  the business processes. The Technology and Business Process
                  Management Team will meet on a monthly basis, and at any other
                  time as required by the Agreement or as necessary or as agreed
                  to by the Parties.

            (iii) The Technology and Business Process Management Team will be
                  comprised of the Parties' Relationship Managers and any other
                  representatives designated by the Relationship Managers.

            (iv)  The responsibilities and authorities of the Technology and
                  Business Process Management Team will include management of
                  the Technology and Business Process Procedures, including, but
                  not limited to, management of the Change Control Process with
                  respect to Changes that impact the Services IT platform and/or
                  any business processes.

2.4   Mutual Responsibilities. Each Party agrees to perform its responsibilities
      set forth in the Technology and Business Process Procedures as mutually
      agreed upon by the Parties.

2.5   Effectiveness. Once approved by both Parties, the Technology and Business
      Process Procedures shall be signed by both Provider's and Company's
      Relationship Managers, at which time such signed Technology and Business
      Process Procedures shall be deemed to be agreed and incorporated into the
      Agreement on the date of signature or as the Parties may otherwise agree.

2.6   Conflicts. In the event of a conflict between the provisions of the
      Agreement and the Technology and Business Process Procedures, the
      provisions of the Agreement will control unless the Parties expressly
      agree otherwise in writing.

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2.7   Updates and Amendments. During the Term, Provider will update and amend
      the Technology and Business Process Procedures to the extent deemed
      necessary by the Parties to reflect new Services, changes in the operating
      environment or changes in the operations or procedures described in the
      Technology and Business Process Procedures. The Parties shall submit any
      changes to the Technology and Business Process Procedures for review,
      comment and approval in accordance with the CHANGE CONTROL SCHEDULE.


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                                   SCHEDULE V
               TECHNOLOGY AND BUSINESS PROCESS GOVERNANCE SCHEDULE

1.0   INTRODUCTION

Prior to the Process Take-On Date, Company and Provider will develop specific
procedures regarding changes, modifications and amendments to the Services IT
platform and certain business processes, which the Parties will follow as of the
Process Take-On Date (the "Technology and Business Process Procedures"). This
Technology and Business Process Governance Schedule sets out the process by
which the Technology and Business Process Governance Procedures will be
developed and finalized and the scope and requirements of the Technology and
Business Process Procedures. For purposes hereof, "business process" or
"Business Process" means business processes as outlined in the Services Schedule
(Schedule A) that involve how inputs are prepared by Company and delivered to
Provider, and how outputs are received by Company from Provider, provided that
such terms shall not include business or other processes that are internal to
Provider.

2.0   TECHNOLOGY AND BUSINESS PROCESS PROCEDURES

2.1   Development. Provider and Company shall jointly develop and finalize the
      Technology and Business Process Procedures prior to the Process Take-On
      Date. The Parties shall establish a team to develop the Technology and
      Business Process Procedures, which shall be comprised of the Company
      Relationship Manager, the Provider Relationship Manager and no more than
      two additional representatives from each Party designated by the
      Relationship Managers. Company's processes and procedures shall apply
      until such time as the Parties have agreed to the Technology and Business
      Process Procedures and Provider shall comply with all such Company
      processes and procedures. The Parties shall act in good faith at all times
      during the development of the Technology and Business Process Procedures.

2.2   Scope. The Technology and Business Process Procedures will describe in
      detail the processes and procedures to be followed by the Parties for
      management of the day-to-day operations relating to the following:

      (a)   Problem resolution with respect to the Services IT platform and
            business processes;

      (b)   Nomination and implementation of application and other operational
            changes to the Services IT platform and changes to business
            processes;

      (c)   Requests by Company for personnel and other resources;

      (d)   Initiation and management of projects;

      (e)   Approval and implementation of changes required prior to Provider
            providing services to any third party other than Company using the
            Employee Service Center;

      (f)   Establishment of technology and business process governance teams;

      (g)   Implementation of any changes or other initiatives according to
            Change Control Procedures or agreement on New Services; and

      (h)   Any other pertinent information as mutually agreed upon by the
            Parties.

2.3   Required Provisions. The Parties agree that, in addition to any provisions
      agreed to by the Parties, the Technology and Business Process Procedures
      shall include provisions relating to the following:


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      (a)   Disputes involving the Services IT platform shall be escalated for
            resolution in accordance with the Dispute Resolution Schedule;

      (b)   Company shall make any changes, modifications or enhancements that
            Company deems appropriate in its sole discretion to any Company
            owned or provided hardware, software or system provided that any
            such change, modification or enhancement shall not have a material
            adverse impact on Provider's delivery of the Services, or Provider's
            performance in accordance with the Agreement (including Service
            Levels).

      (c)   Subject to Section 1.5 of the Agreement, prior to Provider providing
            services to any third party other than Company using the Employee
            Service Center, the Parties shall have agreed upon the transfer or
            replacement of the Company owned or provided IT infrastructure in
            the Employee Service Center, which includes, but shall not be
            limited to, the following:

            [***]*

      (d)   With respect to the establishment of a Technology and Business
            Process Management Team:

            (i)   A Technology and Business Process Management Team will be
                  formed and the initial members assigned prior to the Process
                  Take-On Date.

            (ii)  The Technology and Business Process Management Team shall be
                  involved in the management of any proposed or implemented
                  change, amendment or addition to the Services IT platform or
                  the business processes. The Technology and Business Process
                  Management Team will meet on a monthly basis, and at any other
                  time as required by the Agreement or as necessary or as agreed
                  to by the Parties.

            (iii) The Technology and Business Process Management Team will be
                  comprised of the Parties' Relationship Managers and any other
                  representatives designated by the Relationship Managers.

            (iv)  The responsibilities and authorities of the Technology and
                  Business Process Management Team will include management of
                  the Technology and Business Process Procedures, including, but
                  not limited to, management of the Change Control Process with
                  respect to Changes that impact the Services IT platform and/or
                  any business processes.

2.4   Mutual Responsibilities. Each Party agrees to perform its responsibilities
      set forth in the Technology and Business Process Procedures as mutually
      agreed upon by the Parties.

2.5   Effectiveness. Once approved by both Parties, the Technology and Business
      Process Procedures shall be signed by both Provider's and Company's
      Relationship Managers, at which time such signed Technology and Business
      Process Procedures shall be deemed to be agreed and incorporated into the
      Agreement on the date of signature or as the Parties may otherwise agree.

2.6   Conflicts. In the event of a conflict between the provisions of the
      Agreement and the Technology and Business Process Procedures, the
      provisions of the Agreement will control unless the Parties expressly
      agree otherwise in writing.

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2.7   Updates and Amendments. During the Term, Provider will update and amend
      the Technology and Business Process Procedures to the extent deemed
      necessary by the Parties to reflect new Services, changes in the operating
      environment or changes in the operations or procedures described in the
      Technology and Business Process Procedures. The Parties shall submit any
      changes to the Technology and Business Process Procedures for review,
      comment and approval in accordance with the CHANGE CONTROL SCHEDULE.


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                                   SCHEDULE W
                       THIRD PARTY PARTICIPATION SCHEDULE

1.0   INTRODUCTION

This Schedule lists certain third party contractors and subcontractors of
Company having certain access and cooperation rights, as contemplated by Section
2.3 of the Agreement.

The listing of Third Parties and the nature of access and cooperation provided
under this Schedule may be amended from time to time by mutual agreement of the
Parties. Company will be responsible for requiring all Third Parties to have
adequate insurance against damages to Provider's assets and people, to comply
with Provider's security and confidentiality procedures, and Company will make
its Relationship Manager (or appropriate designee) available to assist Provider
with any necessary problem resolution with such third parties.

2.0   PARTICIPATING THIRD PARTIES

      [***]*


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* Confidential information has been omitted.


Human Resources Services Agreement - Schedule W - Final      1
October 18, 2001
<PAGE>
Proprietary and Confidential                         International Paper / Exult


                                   SCHEDULE X
                         ADDITIONAL AGREEMENTS SCHEDULE

1.    Additional Agreements shall mean:

      (a)   The Side Letter regarding the possible commission payments to be
            paid by Provider to Company;

      (b)   The Conveyance Document;

      (c)   The ancillary agreements to the Conveyance Document;

      (d)   The Sub-Lease;

      (e)   The Personal Property Sublease; and

      (f)   Site Licenses for the following locations:

            BPTC
            4070 Willow Lake Blvd.
            Memphis, TN  38118

            ITDC
            4100 Willow Lake Blvd.
            Memphis, TN  38118

            Tower I
            6400 Poplar Ave.
            Memphis, TN  38197.

2.    The Process-Take-On Date shall not occur unless and until each of the
      following conditions has been satisfied or waived by each Party:

      (a)   The Services under this Agreement and the services under each of the
            Optional Agreements shall have been completely migrated/converted to
            Provider; and

      (b)   The Additional Agreements shall have been completed and executed in
            a form satisfactory to each Party.


Human Resources Services Agreement - Schedule X - Final       1
October 18, 2001
<PAGE>
Proprietary and Confidential                         International Paper / Exult


                                   SCHEDULE Y
                        AUDITOR CONFIDENTIALITY SCHEDULE

The terms and conditions listed below, or terms and conditions that are
equivalent in all material respects, shall be included in a confidentiality and
non-disclosure agreement that any auditor designated by Company ("Auditor")
under Section 2.8 of the Agreement shall execute prior to the commencement of
any audit activities permitted under the Agreement. At the request of Provider
at the time, Company shall provide Provider with a copy of the executed
confidentiality and non-disclosure agreement for each Auditor prior to the
commencement of any audit activities by such Auditor.

      1.    That Auditor will hold as confidential all Confidential Information
            of Provider and Company, restricting access and use of all such
            Confidential Information solely to those of Auditors employees who
            have a legitimate need to know for purposes of the applicable audit.

      2.    That Auditor's employees having access to Provider's Confidential
            Information shall be bound by written employment or non-disclosure
            agreements broad enough in scope to require such employees to
            maintain the confidentiality of Provider's Confidential Information.

      3.    That Auditor's access to systems, data, facilities and personnel
            owned or managed by Provider shall be solely for purposes of the
            audit and Auditor shall comply with Provider's reasonable security
            and access restrictions to safeguard any Provider Confidential
            Information and any information relating to other Provider customer.

      4.    That Auditor shall not under any circumstances use, copy, disclose,
            disseminate, commercially exploit in any way (including, without
            limitation, to compete with Provider), or prepare Derivative Works
            from, any Confidential Information of Provider, except as reasonably
            necessary to perform the audit activities or as required by law.

      5.    At the request of Provider at the time, Provider shall be named as a
            third party beneficiary of the agreement with the Auditor.


Human Resources Services Agreement - Schedule Y - Final       1
October 18, 2001
<PAGE>
Proprietary and Confidential                         International Paper / Exult


                                   SCHEDULE Z
                      TERMINATION FOR CONVENIENCE SCHEDULE

1.0   INTRODUCTION

This Termination for Convenience Schedule describes the procedures to be
followed by Company if it elects to terminate the Agreement for convenience
pursuant to Section 12.5 of the Agreement.

2.0   TERMINATION FOR CONVENIENCE

Company may elect to terminate the Agreement for its convenience, by providing
Provider with [***]* prior written notice stating Company's election to
terminate for its convenience and the effective date of such termination,
provided that such effective date shall be no earlier than [***]* A termination
for convenience under either Optional Agreement shall be deemed an election to
terminate for convenience under this Agreement.

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


Schedule Z - Termination for Convenience - Final     1
October 18, 2001



</TEXT>
</DOCUMENT>
