EXHIBIT (e)(10)

      1.    CUSTOMER ASSURANCE PROGRAM.

      1.1 PeopleSoft or the Acquiring Entity (defined below) agrees to pay to
      Licensee: (a) the Total Fees set forth in the table in this Schedule and
      paid to PeopleSoft, minus any fees included on the Schedule for
      installation or consulting, multiplied by: (b) [INSERT APPROVED MULTIPLIER
      HERE] ("Payment") if:

            (i)   on or before two (2) years from the Schedule Effective Date,
                  PeopleSoft, Inc. is Acquired (hereinafter, the "Acquisition");
                  and

            (ii)  on or before four (4) years from the Schedule Effective Date,
                  the entity that results from an Acquisition ("Acquiring
                  Entity"):

                  (a)   discontinues or materially reduces Support Services for
                        the Supportable Module(s) before the end of the
                        Applicable Support Term, or

                  (b)   discontinues licensing the Supportable Module(s) to
                        prospective or existing licensees of PeopleSoft, or

                  (c)   discontinues providing Updates for the Supportable
                        Module(s), and

            (iii) Licensee requests the Payment in writing from PeopleSoft or
                  the Acquiring Entity on or before June 30, 2008, and

            (iv)  Licensee is at the time the Payment is requested, and has
                  been, a continuous, compliant subscriber to Support Services
                  and no monies are owed under its agreements with PeopleSoft as
                  of the date Payment is requested.

      1.2 Notwithstanding the foregoing, either PeopleSoft or an Acquiring
      Entity may discontinue licensing one or more specific Supportable Modules
      or providing Updates in relation thereto, if:

            (i)   the Supportable Module does not operate substantially as
                  warranted, or

            (ii)  third party technology required for the operation or use of
                  the Supportable Module is no longer commercially available.

      In no event does this relieve PeopleSoft or an Acquiring Entity from
      providing Support Services for the Supportable Module(s) licensed on this
      Schedule for the duration of the Applicable Support Term.

      1.3 The Payment described in this Section is Licensee's sole and exclusive
      remedy for any liability of PeopleSoft or its affiliates or the Acquiring
      Entity arising out of or related to the events described in 1.1 (i) and
      (ii) above and will be reduced by any other amounts or damages Licensee
      seeks or recovers from PeopleSoft or the Acquiring Entity in relation to
      this Schedule or the events described in 1.1 (i) and (ii) above.

      1.4 This Section will be effective only if this Schedule is executed by
      both parties on or before the earlier of the following dates: (i) the
      expiration date defined in Section __ of this Schedule; (ii) the
      expiration or withdrawal of the Oracle tender offer, or (iii) December 31,
      2003. If the Schedule is not executed by such date, the offer set forth in
      this term is rescinded, all terms are null and void, and neither party
      shall have any obligation in relation thereto.




      1.5 For purposes of this Section only, the following terms are defined as
      set forth below.

            (i)   "Acquired" means:

                  (a)   Any "person" (as such term is used in Sections 13(d) and
                        14(d) of the Securities Exchange Act of 1934, as
                        amended) becomes the "beneficial owner" (as defined in
                        Rule 13d-3 under said Act), directly or indirectly, of
                        securities of PeopleSoft, Inc. representing fifty-one
                        percent (51%) or more of the total voting power
                        represented by PeopleSoft's then outstanding voting
                        securities, or

                  (b)   The consummation of a merger or consolidation of
                        PeopleSoft, Inc. with any other corporation, other than
                        a merger or consolidation which would result in the
                        voting securities of PeopleSoft, Inc. outstanding
                        immediately prior thereto continuing to represent
                        (either by remaining outstanding or by being converted
                        into voting securities of the surviving entity) at least
                        fifty-five percent (55%) of the total voting power
                        represented by the voting securities of PeopleSoft, Inc.
                        or such surviving entity outstanding immediately after
                        such merger or consolidation, or

                  (c)   The consummation of the sale or disposition by
                        PeopleSoft, Inc. of all or substantially all of
                        PeopleSoft, Inc.'s assets.

            (ii)  "Applicable Support Term" means the period that PeopleSoft
                  offers to provide Support Services (generally four (4) years)
                  for the Supportable Modules.

            (iii) "Supportable Module(s)" means the module(s) developed by
                  PeopleSoft using its underlying application development
                  platform PeopleTools, which is licensed on this Schedule for
                  the database(s) indicated on the Schedule.

            (iv)  "Support Services" means the package of services offered by
                  PeopleSoft and paid for by Licensee and which are designed to
                  support the Supportable Modules, and the standard terms and
                  conditions thereto, in effect during the ninety (90) day
                  period immediately preceding an Acquisition.

            (v)   "Updates" means subsequent releases of the Software and
                  Documentation which are a) generally made available as part of
                  Support Services to licensees of the Supportable Modules
                  running the same database platform, operating system and
                  hardware as Licensee, and b) substantially similar in
                  frequency and quality when compared overall to the frequency
                  and quality of updates that PeopleSoft delivered for the
                  Software Modules in the most recent major release cycle
                  completed prior to the Acquisition.