0001193125-03-024042 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services • Delaware

This Indemnification Agreement is made as of June 2, 2003 (the “Effective Date”), by and between Exult, Inc., a Delaware corporation (the “Company”), and John A. Adams (“Indemnitee”), an officer of the Company.

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STOCK OPTION ADDENDUM
Stock Option Addendum • July 25th, 2003 • Exult Inc • Services-management consulting services

This Stock Option Addendum (this “Addendum”) is entered into as of June 2, 2003 by and between Exult, Inc. (the “Company”) and John A. Adams (“Optionee”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services • California

This Restricted Stock Agreement (this “Agreement”) is made as of June 2, 2003 by Exult, Inc., a Delaware corporation (“Exult”) and John A. Adams (“Executive”) to effect an award of restricted stock by Exult to Executive on the terms and conditions set forth below, as contemplated by and in connection with that certain Employment Agreement between Exult and Executive of even date herewith (the “Employment Agreement”).

AMENDMENT NO. 3 TO MASTER SERVICES AGREEMENT
Master Services Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services

THIS AMENDMENT NO. 3 TO MASTER SERVICES AGREEMENT (“Amendment 3”) is dated and effective as of April 14, 2003 (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, unless otherwise provided in Section 14.3 below.

SEVERANCE AGREEMENT
Severance Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services • California

This Severance Agreement (this “Agreement”) is entered into as of June 2, 2003 by and between Exult, Inc. (the “Company”) and John A. Adams (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services • California

The Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms set forth herein. Therefore, the Company and Executive hereby agree as follows:

CONFIDENTIAL AND PROPRIETARY MASTER SERVICES AGREEMENT by and between EXULT CANADA, INC. and BANK OF MONTREAL Dated and effective as of April 23, 2003
Service Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services • Illinois

This MASTER SERVICES AGREEMENT (this “Agreement”), effective as of April 23, 2003 (the “Effective Date”), is by and between Exult Canada, Inc., a corporation with offices at 55 Bloor Street West, 6th Floor, Toronto, Ontario M4W3N5 (“Service Provider”) and Bank of Montreal, a Canadian chartered bank with offices [***]* Toronto, Ontario [***]* (“Client”) including its Affiliates (defined below) (Client and Client Affiliates are collectively referred to in this Agreement as “Client Group”). Service Provider and Client may be individually referred to herein as a “Party” or collectively as the “Parties.”

Addendum 7 To Master Services Agreement
Confidential Treatment • July 25th, 2003 • Exult Inc • Services-management consulting services

Exult, Inc. (“Service Provider”) and Bank of America Corporation (“Customer”) are parties to that certain Master Services Agreement dated as of November 21, 2000 (the “Agreement”). This Addendum 7 to the Agreement (“Addendum 7”) is entered into by Service Provider and Customer as of April 25, 2003 (“Addendum 7 Effective Date”).

ADDENDUM NO. 3A TO MASTER SERVICES AGREEMENT
Master Services Agreement • July 25th, 2003 • Exult Inc • Services-management consulting services

THIS ADDENDUM NO. 3A TO MASTER SERVICES AGREEMENT (“Addendum 3A”) is dated as of June 2, 2003 (the “Addendum 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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