0001193125-04-104680 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 18th, 2004 • Exult Inc • Services-management consulting services • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2004 (this “Agreement”), by and among Exult, Inc., a Delaware corporation (the “Company”), Hewitt Associates, Inc., a Delaware corporation (“Parent”), and Eagle Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).

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Contract
Stockholders Agreement • June 18th, 2004 • Exult Inc • Services-management consulting services • Illinois

STOCKHOLDERS AGREEMENT, dated as of June 15, 2004 (the “Agreement”), by and among Hewitt Associates, Inc., a Delaware corporation (“Parent”) and the Persons signing under the heading “Other Stockholders” on the signature page hereto (the “Stockholders”).

Contract
Stockholders Agreement • June 18th, 2004 • Exult Inc • Services-management consulting services • Delaware

STOCKHOLDERS AGREEMENT, dated as of June 15, 2004 (the “Agreement”), by and among Hewitt Associates, Inc., a Delaware corporation (“Parent”), General Atlantic Partners 54, L.P., a Delaware limited partnership (“GA”), General Atlantic Partners 57, L.P., a Delaware limited partnership (“GA 1”), General Atlantic Partners 60, L.P., a Delaware limited partnership (“GA 2”), GAP Coinvestment Partners, L.P., a New York limited partnership (“GA 3”) and GAP Coinvestment Partners II, L.P., a Delaware limited partnership (“GA 4,” and together with GA, GA 1, GA 2 and GA 3, collectively, “GAP” or the “Stockholders”).

Contract
Parent Stockholders Support Agreement • June 18th, 2004 • Exult Inc • Services-management consulting services • Delaware

PARENT STOCKHOLDERS SUPPORT AGREEMENT, dated as of June 15, 2004 (the “Agreement”), by and among Exult, Inc., a Delaware corporation (the “Company”), and the Persons signing under the heading “Stockholders” on the signature page hereto (the “Stockholders”).

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