0001193125-05-007438 Sample Contracts

FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 18th, 2005 • CSG Systems International Inc • Services-computer processing & data preparation

This First Amendment to Restricted Stock Award Agreement is entered into this 11 day of January, 2005, between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and PETER E. KALAN (“Grantee”).

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RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 18th, 2005 • CSG Systems International Inc • Services-computer processing & data preparation • Delaware

This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Date of Restricted Stock Award set forth above (the “Award Date”) by and between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Grantee named above (the “Grantee”).

AMENDMENT OF STOCK OPTION AGREEMENT
Stock Option Agreement • January 18th, 2005 • CSG Systems International Inc • Services-computer processing & data preparation

This Amendment of Stock Option Agreement is entered into as of the 11 day of January, 2005, between EDWARD C. NAFUS (the “Optionee”) and CSG SYSTEMS INTERNATIONAL, INC. (the “Company”), a Delaware corporation.

FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • January 18th, 2005 • CSG Systems International Inc • Services-computer processing & data preparation

This First Amendment to Restricted Stock Award Agreement is entered into this 11 day of January, 2005, between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and EDWARD C. NAFUS (“Grantee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2005 • CSG Systems International Inc • Services-computer processing & data preparation

This First Amendment to Employment Agreement is made and entered into on the 11 day of January, 2005, among CSG SYSTEMS INTERNATIONAL, INC. (“CSGS”), a Delaware corporation, CSG SYSTEMS, INC. (“Systems”), a Delaware corporation, and EDWARD NAFUS (the “Executive”). CSGS and Systems collectively are referred to in this First Amendment and the Employment Agreement as the “Companies”.

AMENDMENT OF STOCK OPTION AGREEMENT
Stock Option Agreement • January 18th, 2005 • CSG Systems International Inc • Services-computer processing & data preparation

This Amendment of Stock Option Agreement is entered into as of the 11 day of January, 2005, between EDWARD C. NAFUS (the “Optionee”) and CSG SYSTEMS INTERNATIONAL, INC. (the “Company”), a Delaware corporation.

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