0000008670-06-000131 Sample Contracts

Contract
364-Day Credit Agreement • June 30th, 2006 • Automatic Data Processing Inc • Services-computer processing & data preparation • New York

US$1,750,000,000 364-DAY CREDIT AGREEMENT dated as of June 28, 2006 among AUTOMATIC DATA PROCESSING, INC. The Borrowing Subsidiaries referred to herein The LENDERS Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent and BANK OF AMERICA, N.A. as Syndication Agent and BARCLAYS BANK PLC BNP PARIBAS CITICORP USA, INC. DEUTSCHE BANK AG NEW YORK BRANCH and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents _________________________ J.P. MORGAN SECURITIES INC., and BANC OF AMERICA SECURITIES LLC, as Co-Lead Arrangers and Joint Bookrunners

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Contract
Credit Agreement • June 30th, 2006 • Automatic Data Processing Inc • Services-computer processing & data preparation • New York

US$2,250,000,000 FIVE-YEAR CREDIT AGREEMENT dated as of June 28, 2006 among AUTOMATIC DATA PROCESSING, INC. The Borrowing Subsidiaries referred to herein The LENDERS Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN EUROPE LIMITED, as London Agent JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent The SWINGLINE LENDERS BANK OF AMERICA, N.A. as Syndication Agent and BARCLAYS BANK PLC BNP PARIBAS CITICORP USA, INC. DEUTSCHE BANK AG NEW YORK BRANCH and WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agents _________________________ J.P. MORGAN SECURITIES INC., and BANC OF AMERICA SECURITIES LLC, as Co-Lead Arrangers and Joint Bookrunners

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