<PAGE> 1
NUMBER SHARES
XLT
COMMON STOCK [EXULT LOGO] COMMON STOCK
INCORPORATED UNDER THE Process Excellence, SEE REVERSE
LAWS OF THE STATE OF Proven Results FOR
DELAWARE CERTAIN
DEFINITIONS AND
RESTRICTIONS
CUSIP 302284 13 4
================================================================================
This Certifies that
is the record holder of
================================================================================
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK,
$.0001 PAR VALUE PER SHARE, OF
EXULT, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate shall not be valid until countersigned and registered by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the signatures of its
duly authorized officers.
Dated:
DOUGLAS L. SHURTLEFF [EXULT, INC. SEAL] JAMES C. MADDEN, V
TREASURER PRESIDENT
________________________________________________________________________________
[LOGO]
COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRANT
BY AUTHORIZED SIGNATURE
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The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Such requests shall be made to the Corporation's Secretary at the
principal office of the Corporation.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED
THE CORPORATION MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______________ Custodian ______________
TEN ENT - as tenants by the (Cust) (Minor)
JT TEN - as joint tenants under Uniform Gift to Minors
with right of Act _______________________________
survivorship and not (State)
as tenants in common UNIF TRF MIN ACT - ________________ Custodian (until age ____)
(Cust)
____________________ under Uniform Transfer
to Minors Act ________________________
(State)
Additional abbreviations may also be used though not in the above list
</TABLE>
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
____________________________________
|____________________________________|
_______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _______________________________
X _____________________________________
X _____________________________________
NOTICE: THE SIGNATURE(S) TO THIS AGREEMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER
Signature(s) Guaranteed
By __________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS,
SAVINGS AND LOAN ASSOCIATION AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15
