0001193125-04-033137 Sample Contracts

Amendment #1 to, and Restatement of, Master Services Agreement, Service Agreement Number 1, and Service Agreement Number 2 Dated April 23, 2003
Service Agreement • March 2nd, 2004 • Exult Inc • Services-management consulting services • Illinois

Exult Canada, Inc. (“Service Provider”) and Bank of Montreal (“Client”) are parties to that certain Master Services Agreement, Service Agreement No. 1 and Service Agreement No. 2 each dated as of April 23, 2003 (collectively, the “Agreement”). This “Amendment #1 to, and Restatement of, Master Services Agreement, Service Agreement Number 1, and Service Agreement Number 2 Dated April 23, 2003” (“Amendment #1”) is entered into by Service Provider and Client as of December 24, 2003 (“Amendment #1 Effective Date”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 2nd, 2004 • Exult Inc • Services-management consulting services • Illinois

This Employment Agreement (“Agreement”) is made as of June 27, 2000 by and between Exult, Inc. (the “Company”), and Michael J. Salvino (“Executive”).

Addendum 8 To Master Services Agreement
Master Services Agreement • March 2nd, 2004 • 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”) as amended by the Parties. This Addendum 8 to the Agreement (“Addendum 8”) is entered into by Service Provider and Customer as of October 6, 2003 (“Addendum 8 Effective Date”).

Amendment No. 6 to Services Agreement
Services Agreement • March 2nd, 2004 • Exult Inc • Services-management consulting services

This Amendment No. 6 to Services Agreement dated as of December 30, 2003 (this “Amendment”) amends that certain Services Agreement between Exult, Inc. (“Service Provider”) and The Prudential Insurance Company of America, including its subsidiaries and affiliates (“Client”) dated January 11, 2002, as amended (“Agreement”).

Amendment #5 to Services Agreement Dated January 11, 2002 as Amended (Change Orders and Services Agreement Updates)
Services Agreement • March 2nd, 2004 • Exult Inc • Services-management consulting services • New York

Exult, Inc. (“Service Provider”) and The Prudential Insurance Company of America (“Client”) are parties to that certain Services Agreement dated as of January 11, 2002, as amended (the “Agreement”). This Amendment #5 to the Agreement (“Amendment #5”) is entered into by Service Provider and Client as of December 15, 2003 (“Amendment #5 Effective Date”).

STOCK OPTION ADDENDUM
Stock Option Addendum • March 2nd, 2004 • Exult Inc • Services-management consulting services • California

This Stock Option Addendum (this “Addendum”) is entered into as of August 25, 2003 by and between Exult, Inc. (the “Company”) and Michael J. Salvino (“Optionee”).

Contract
License Agreement • March 2nd, 2004 • Exult Inc • Services-management consulting services • New Jersey

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.

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