0000950170-99-000131 Sample Contracts

ARTICLE I.
Voting Agreement • February 9th, 1999 • Automatic Data Processing Inc • Services-computer processing & data preparation • Florida
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Automatic Data Processing, Inc. One ADP Boulevard Roseland, New Jersey 07068
Merger Agreement • February 9th, 1999 • Automatic Data Processing Inc • Services-computer processing & data preparation

Reference is made to the Merger Agreement, dated as of the date hereof (the "Merger Agreement"), between Automatic Data Processing, Inc. ("ADP"), The Vincam Group, Inc. ("VCAM") and ADP Acquisition Corp. (Florida) ("Sub"), pursuant to which, at the Effective Time (as defined in the Merger Agreement), Sub will merge with and into VCAM (the "Merger"), and following such Merger, VCAM will become a wholly-owned subsidiary of ADP. Capitalized terms not defined herein shall have the meanings set forth in the Merger Agreement.

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