0000950149-03-001321 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 11th, 2003 • Edwards J D & Co • Services-prepackaged software • Delaware
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JOINT FILING AGREEMENT
Joint Filing Agreement • June 11th, 2003 • Edwards J D & Co • Services-prepackaged software

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date with respect to beneficial ownership by the undersigned of the shares of the common stock of J.D. Edwards & Company, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, and any further amendments to the Statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to the Statement on Schedule 13D.

FORM OF COMPANY IRREVOCABLE PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • June 11th, 2003 • Edwards J D & Co • Services-prepackaged software • Delaware
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