0001017062-03-000265 Sample Contracts

AMENDMENT NO. 2 TO MASTER SERVICES AGREEMENT
Master Services Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services

THIS AMENDMENT NO. 2 TO MASTER SERVICES AGREEMENT (“Amendment 2”) is dated as of December 20, 2002 (the “Amendment Effective Date”), by and between Exult, Inc., a Delaware corporation (“Service Provider”) and Bank of America Corporation (“Customer”). All capitalized terms used herein without definition shall have the meanings ascribed to them in that certain Master Services Agreement dated as of November 21, 2000 (as amended to date, the “Existing Agreement”), by and between Service Provider and Customer.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services • California

This Employment Agreement (“Agreement”) is made as of April 2, 2001 by and between Exult, Inc. (the “Company”), and Michael F. Henn (“Executive”).

STOCK OPTION ADDENDUM
Stock Option Addendum • February 14th, 2003 • Exult Inc • Services-management consulting services

This Stock Option Addendum (this “Addendum”) is entered into as of April 2, 2001 by and between Exult, Inc. (the “Company”) and Michael F. Henn (“Optionee”).

AMENDED AND RESTATED STOCK OPTION ADDENDUM
Stock Option Addendum • February 14th, 2003 • Exult Inc • Services-management consulting services • California

This Amended and Restated Stock Option Addendum (this “Addendum”) is entered into as of December 23, 2002 by and between Exult, Inc. (the “Company”) and Kevin M. Campbell (“Optionee”).

SEVERANCE AGREEMENT
Severance Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services

This Severance Agreement (this “Agreement”) is entered into as of April 2, 2001 by and between Exult, Inc. (the “Company”) and Michael F. Henn (“Executive”).

EMPLOYMENT RESTRUCTURING AGREEMENT
Employment Restructuring Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services • California

This Employment Restructuring Agreement (this “Agreement”) is made as of December 23, 2002 (the “Effective Date”) by and between Kevin M. Campbell (“Campbell”) and Exult, Inc. (“Exult”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services • California

This Amended and Restated Employment Agreement (“Agreement”) is made as of December 23, 2002 by and between Exult, Inc. (the “Company”), and Kevin M. Campbell (“Executive”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services • California

This Restricted Stock Agreement (this “Agreement”) is made as of December 23, 2002 by Exult, Inc., a Delaware corporation (“Exult”) and Kevin M. Campbell (“Campbell”) to effect an award of restricted stock by Exult to Campbell on the terms and conditions set forth below, as contemplated by and in connection with that certain Employment Restructuring Agreement between Exult and Campbell dated as of December 23, 2002 (the “ERA”).

ADDENDUM NO. 6 TO MASTER SERVICES AGREEMENT
Master Services Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services

THIS ADDENDUM NO. 6 TO MASTER SERVICES AGREEMENT (“Addendum 6”) is dated as of November 22, 2002, by and between Exult, Inc., a Delaware corporation (“Service Provider”) and Bank of America Corporation (“Customer”). All capitalized terms used herein without definition shall have the meanings ascribed to them in that certain Master Services Agreement dated as of November 21, 2000 (as amended to date, the “Existing Agreement”), by and between Service Provider and Customer.

AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • February 14th, 2003 • Exult Inc • Services-management consulting services • California

This Amended and Restated Severance Agreement (this “Agreement”) is entered into as of December 23, 2002 by and between Exult, Inc. (the “Company”) and Kevin M. Campbell (“Executive”).

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