<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
CERIDIAN CORPORATION
8100 34th Avenue South
Minneapolis, MN 55425
(Name and address of principal executive
office of the issuer of the securities held
pursuant to the Plan)
<PAGE>
Ceridian Corporation
Savings and Investment Plan
Index to Financial Statements, Schedules, and Exhibits
Financial Statements Page Number
Independent Auditors' Report 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996 3
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1995 4
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1996 5
Notes to Financial Statements -
December 31, 1996 and 1995 6-10
Supplemental Schedules
Schedule 1 - Item 27a - Schedule of Assets Held
for Investment Purposes 11
Schedule 2 - Item 27d - Reportable Transactions 12
Signature 13
Exhibits
Exhibit Index 14
Exhibit 23 - Consent of Independent Auditors 15
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<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and
the Retirement Committee of
Ceridian Corporation:
We have audited the accompanying statements of net assets available for
benefits with fund information of the Ceridian Corporation Savings and
Investment Plan (the "Plan") as of December 31, 1996 and 1995, and the
related statement of changes in net assets available for benefits with fund
information for the year ended December 31, 1996. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits as of
December 31, 1996 and 1995, and the changes in net assets available for
benefits for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our 1996 audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of complying with the Department of Labor's rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 and are not a required part of the basic
financial statements. The fund information in the statement of net assets
available for benefits and the statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/KPMG Peat Marwick LLP
May 19, 1997
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<TABLE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1996
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Summit
Ceridian New Int'l Capital New Equity Small-Cap Cash
Stock Horizons Stock Apprec. Income Balanced Income Value Reserve Loan Total
Investments
Ceridian Corporation
Common Stock $ 1,749 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 1,749
T. Rowe Price Funds -- 9,810 3,518 2,489 1,419 3,177 7,288 2,524 5,357 -- 35,582
Loans Receivable
from Participants -- -- -- -- -- -- -- -- -- 800 800
Total Investments 1,749 9,810 3,518 2,489 1,419 3,177 7,288 2,524 5,357 800 38,131
Employer Contributions
Receivable 142 586 264 175 68 183 445 285 604 -- 2,752
Net Assets Available
for Benefits $ 1,891 $10,396 $ 3,782 $ 2,664 $ 1,487 $ 3,360 $ 7,733 $ 2,809 $ 5,961 $ 800 $40,883
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1995
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ceridian New Int'l Capital Prime New Equity Small-Cap
Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Loan Total
Investments
Ceridian Corporation
Common Stock $ 1,483 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 1,483
T. Rowe Price Funds -- 2,891 1,079 733 2,961 696 739 2,898 661 -- 12,658
Loans Receivable
from Participants -- -- -- -- -- -- -- -- -- 272 272
Total Investments 1,483 2,891 1,079 733 2,961 696 739 2,898 661 272 14,413
Cash 21 -- -- -- -- -- -- -- -- -- 21
Employer Contributions
Receivable 162 220 117 77 306 38 81 206 93 -- 1,300
Net Assets Available
for Benefits $ 1,666 $ 3,111 $1,196 $ 810 $ 3,267 $ 734 $ 820 $3,104 $ 754 $ 272 $15,734
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1996
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Summit
Ceridian New Int'l Capital Prime New Equity Small-Cap Cash
Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Reserve Loan Total
Participant Contributions $ 672 $ 2,020 $ 994 $ 635 $ -- $ 316 $ 693 $1,591 $ 917 $2,487 $ -- $10,325
Employer Contributions 244 870 391 259 -- 105 278 658 406 1,002 -- 4,213
Net Change in Fair Value
Including Realized
Gain (Loss) (49) 173 281 61 -- (41) 217 610 230 -- -- 1,482
Investment Income
Dividends -- 935 93 244 -- 80 136 430 124 236 -- 2,278
Interest -- -- -- -- -- -- -- -- -- -- 39 39
Total Additions 867 3,998 1,759 1,199 -- 460 1,324 3,289 1,677 3,725 39 18,337
Withdrawals by
Participants 200 539 336 182 -- 69 188 425 125 698 33 2,795
Net Increase (Decrease)
prior to Transfers 667 3,459 1,423 1,017 -- 391 1,136 2,864 1,552 3,027 6 15,542
Net Transfers from Other
Plans -- 3,265 942 753 -- 409 1,501 1,414 -- 1,252 71 9,607
Interfund Transfers (442) 561 221 84 (3,267) (47) (97) 351 503 1,682 451 --
Increase (Decrease) in
Net Assets Available
for Benefits 225 7,285 2,586 1,854 (3,267) 753 2,540 4,629 2,055 5,961 528 25,149
Net Assets Available for
Benefits:
Beginning of Year 1,666 3,111 1,196 810 3,267 734 820 3,104 754 -- 272 15,734
End of Year $1,891 $ 10,396 $3,782 $2,664 $ -- $1,487 $ 3,360 $7,733 $ 2,809 $5,961 $800 $40,883
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation and Use of Estimates
The accompanying financial statements of the Ceridian
Corporation Savings and Investment Plan (the "Plan") have been
prepared on the accrual basis of accounting. The preparation of
financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make
estimates and assumptions that affect the reported amounts of
net assets available for benefits and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported changes in net assets available for benefits
during the reporting period. Actual results could differ from
those estimates.
(b) Custodian of Investments
Under the terms of a trust agreement between T. Rowe Price
Trust Company (the "Trustee") and Ceridian Corporation (the
"Company"), the Trustee holds, manages, and invests
contributions to the Plan and income therefrom in funds
selected by the Company's Retirement Committee to the extent
directed by participants in the Plan. The Trustee carries its
own banker's blanket bond in excess of $50,000,000 insuring
against losses caused, among other things, by dishonesty of
employees, burglary, robbery, misplacement, forgery and
counterfeit money.
(c) Investments
Investments are stated at their approximate fair value.
Investments in the Company's common stock are valued at prices
published in the New York Stock Exchange Composite Transaction
listing. Investments in mutual funds are valued using daily net
asset value calculations performed by the funds and published
by the National Association of Securities Dealers. Loans
receivable from participants are valued at principal amount
plus accrued interest which approximates fair value. Net
realized gains or losses are recognized by the Plan upon the
sale of its investments or portions thereof on the basis of
average cost to each investment program. Purchases and sales
of securities are recorded on a trade date basis.
(d) Costs and Expenses
All costs and expenses of administering the Plan are paid by
the Company and affiliated companies which have adopted the
Plan ("Adopting Affiliates").
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<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(2) Description of the Plan
The Plan is a defined contribution plan, qualified under Section
401(a) of the Internal Revenue Code, which includes provisions under
Section 401(k) allowing an eligible participant to direct the
employer to contribute a portion of the participant's compensation
to the Plan on a pre-tax basis through payroll deductions. The Plan
was initiated on January 1, 1995 for the benefit of employees of the
Company and Adopting Affiliates who are U.S. citizens or resident
aliens paid under the U.S. domestic payroll system but are not
participants in any qualified defined benefit plan maintained by the
Company. The terms of the Plan are intended to be similar to the
terms of the Ceridian Corporation Personal Investment Plan, except
that the Plan provides for a higher level of employer matching
contributions in lieu of participation in a defined benefit plan,
and the Plan provides for vesting over a five-year period of Company
performance-based matching contributions. Eligible employees who
were participants in the Ceridian Corporation Personal Investment
Plan became participants in this Plan at its initiation. The Plan is
administered by the Company's Retirement Committee, which is
appointed by the Chief Executive Officer of the Company. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
(3) Participant Accounts and Vesting
The Trustee maintains an account for each participant, including
participant directed allocations to each investment fund. Each
participant's account is credited with the participant's
contributions and allocations of any employer contributions and Plan
earnings, less loans and withdrawals, based on the direction of the
participant. Participants are immediately vested in their pretax
contributions and employer basic matching contributions, plus actual
earnings thereon. A participant whose employment terminated before
his or her normal retirement date (age 65) for reasons other than
death or disability will acquire a vested interest in performance-
based matching contributions by the Company and Adopting Affiliates
in accordance with the following schedule:
<TABLE>
<S> <C>
Vested
Years of Employment Interest
Less than 2 years 0%
2 years 40%
3 years 60%
4 years 80%
5 or more years 100%
</TABLE>
Any forfeitures of unvested interests will be used to reduce the
obligation of the Company and Adopting Affiliates to make future
performance-based matching contributions.
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<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(4) Contributions
Participants may direct their employer to contribute to the Plan on
their behalf through payroll deduction from 1% to 17% of their
compensation in any pay period, subject to certain limitations.
During 1996 and 1995, the Plan administrator, in accordance with the
terms of the Plan, limited payroll deduction contributions on behalf
of highly compensated participants to 8% of their compensation. The
Internal Revenue Code limited the total salary deferral
contributions of any participant during the 1996 Plan year to
$9,500, and provided that no participant may make salary deferral
contributions to the Plan from pay in excess of $150,000. These
amounts are subject to periodic adjustment for increases in the cost
of living in accordance with Treasury regulations. In addition, for
1996, the Company and Adopting Affiliates made basic monthly
matching contributions totaling $1,462,000 and declared a year-end
performance matching contribution of $2,751,000. The basic monthly
matching contributions in 1996 were determined on the basis of 25%
of a participant's salary deferral contributions, up to a maximum of
6% of compensation, and required the satisfaction of no performance
criteria. The year-end performance-based matching contribution
resulted from the achievement of certain Company economic
performance criteria and amounted to 50% of a participant's salary
deferral contributions during 1996, up to a maximum of 6% of
compensation, for participants who were employees on December 31,
1996.
(5) Withdrawals
Participants who are still employed by the Company or one its
Adopting Affiliates may only withdraw from their Plan account for
"financial hardship," as defined by federal regulations, for total
disability, or if the participant is 59 1/2 years old. Withdrawals
are also permitted pursuant to a qualified domestic relations order
or in the event of termination of employment, retirement or death.
(6) Loans
Participants may borrow up to 50 percent of their salary deferral
contributions and investment earnings on those contributions. Any
loan must be in a multiple of $100, be at least $1,000, and not be
more than $50,000 less the amount of the highest loan balance
outstanding during the 12-month period that ends the day before the
loan is made. Participants may not have more than two short-term
(maturity of five years or less) loans and one long-term (maturity
over five and not to exceed ten years) loan outstanding. The
interest rate is set by the Plan administrator and is based on the
prime interest rates charged by major national banks. Each loan is
approved by the Plan administrator or a delegate, and the Plan
Trustee maintains a loan receivable account for any participant with
an outstanding loan.
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<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(7) Description of Investment Programs
The participant may direct contributions, in multiples of one
percent, to any or all of the funds:
(a) Ceridian Stock Fund - Funds are invested in common stock of
Ceridian Corporation. Funds representing fractional shares
remain in cash or short-term accounts.
(b) New Horizons Fund - This is a T. Rowe Price mutual fund which
invests primarily in common stocks of small, rapidly growing
companies to seek long-term growth of capital.
(c) International Stock Fund - This is a T. Rowe Price mutual fund
which invests primarily in equity and equity-related securities
of established non-U.S. companies for long-term growth of
capital and income.
(d) Capital Appreciation Fund - This is a T. Rowe Price mutual fund
which invests primarily in common stocks and related securities
of established companies that are considered undervalued to
maximize long-term capital appreciation.
(e) New Income Fund - This is a T. Rowe Price mutual fund which
invests primarily in income-producing, investment-grade
corporate and government debt securities to provide a high
level of income over time, consistent with preservation of
capital.
(f) Balanced Fund - This is a T. Rowe Price mutual fund which
invests primarily in a diversified portfolio of common stocks
and bonds to provide long-term capital appreciation combined
with income.
(g) Equity Income Fund - This is a T. Rowe Price mutual fund which
invests primarily in dividend paying common stocks,
particularly of established companies, to provide high dividend
income and long-term capital appreciation.
(h) Small-Cap Value Fund - This is a T. Rowe Price mutual fund
which invests primarily in small capitalization stocks that
appear undervalued by various measures to provide long-term
capital appreciation.
(i) Summit Cash Reserve Fund - This is a T. Rowe Price money market
fund which invests primarily in high quality, money market
securities to provide preservation of capital, liquidity and
high current income.
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<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(8) Number of Participants
The number of participants in each investment program as of
December 31, 1996 and 1995 is as follows:
<TABLE>
<S> <C> <C>
1996 1995
Ceridian Stock Fund 609 516
New Horizons Fund 1,435 601
International Stock Fund 955 440
Capital Appreciation Fund 674 314
New Income Fund 440 190
Balanced Fund 774 307
Equity Income Fund 1,165 591
Small-Cap Value Fund 833 369
Summit Cash Reserve Fund 1,548 -
Prime Reserve Fund - 837
</TABLE>
The total number of participants in the Plan is less than the sum of
the number of participants shown above because many were
participating in more than one of the funds.
(9) Income Tax Status
The Plan received a favorable determination letter regarding the
Plan's tax qualification dated May 8, 1997 from the Internal Revenue
Service stating that the Plan qualifies under the provisions of
Section 401(a) of the Internal Revenue Code, and that the trust
established thereunder is thereby exempt from federal income taxes
under Section 501(a) of the Code. Contributions to the Plan will
not be included in the participant's taxable income for federal and,
in most states, state income tax purposes until distributed or
withdrawn. Each participant's portion of earnings from the
investments made with contributions under the Plan, generally are
not taxable until distributed or withdrawn.
(10) Party-in-interest
T. Rowe Price Trust Company, as Trustee, is a party-in-interest with
respect to the Plan. In the opinion of the Trustee, transactions
between the Plan and the Trustee are exempt from being considered as
prohibited transactions under ERISA section 408(b).
(11) Net Transfers from Other Plans
Net transfers from other plans of $9,607,000 are due to the transfer
into the Plan of the accounts of participants in plans of certain
Adopting Affiliates, principally Tesseract Corporation ($6,383,000)
and Minidata Services, Inc. ($1,375,000).
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<PAGE>
Schedule 1
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
December 31, 1996
(Dollars in thousands)
<TABLE>
<S> <C> <C> <C>
Shares or Fair Market
Description Face Value Cost Value
Ceridian Stock Fund
Ceridian Corporation* Common Stock 43,174 $ 1,672 $ 1,749
T. Rowe Price Mutual Funds**
New Horizons Fund 450,624 9,300 9,810
International Stock Fund 254,920 3,207 3,518
Capital Appreciation Fund 171,987 2,437 2,489
New Income Fund 159,654 1,417 1,419
Balanced Fund 219,427 2,925 3,177
Equity Income Fund 323,320 6,418 7,288
Small-Cap Value Fund 129,061 2,277 2,524
Summit Cash Reserve Fund 5,357,008 5,357 5,357
Loan Fund
Loans Receivable from Participants --- 800 800
(Range of interest rates 5.8%
to 10.0%)
$35,810 $38,131
*Represents party-in-interest.
**The Plan invests in T. Rowe Price mutual funds through T. Rowe Price
Trust Company, which is a party-in-interest.
See Independent Auditors' Report
</TABLE>
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<PAGE>
Schedule 2
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Item 27d - Reportable Transactions
Series of Transactions in the Same Security Exceeding 5% of Plan Assets
at the Beginning of the Plan Year
Year Ended December 31, 1996
<TABLE>
<S> <C> <C> <C>
Identity of Party Total Total
Involved/ Dollar Value Dollar Value Net Gain
Description of Asset of Purchases of Sales or (Loss)
Ceridian Stock Fund* $ 992,947 $ 681,489 $ 188,235
T. Rowe Price
New Horizons Fund* 7,307,184 583,011 65,852
T. Rowe Price
International Stock
Fund* 2,507,967 360,464 30,217
T. Rowe Price
Capital Appreciation
Fund* 1,972,303 286,781 15,905
T. Rowe Price
New Income Fund* 965,857 203,799 (2,316)
T. Rowe Price
Balanced Fund* 2,611,407 402,663 11,611
T. Rowe Price
Equity Income Fund* 4,244,152 482,444 61,009
T. Rowe Price
Small-Cap Value Fund* 1,742,694 116,246 11,239
T. Rowe Price
Summit Cash Reserve
Fund* 7,147,855 1,753,363 --
T. Rowe Price
Prime Reserve Fund* 7 2,960,407 --
*Since these transactions are with T. Rowe Price Trust Company, the Plan's
trustee, they are with a party-in-interest.
See Independent Auditors' Report
</TABLE>
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
Date: June 26, 1997
By: /s/John A. Haveman
John A. Haveman
Secretary for and Member of the
Ceridian Corporation Retirement
Committee
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<PAGE>
EXHIBIT INDEX
Exhibit Description Code
23 Consent of Independent Auditors E
99.1 Ceridian Corporation Savings and Investment Plan
1995 Revision as amended through May 10, 1996
(Incorporated by reference to Exhibit 99 to the
Ceridian Corporation Savings and Investment Plan
Annual Report on Form 11-K for the year ended
December 31, 1995) IBR
99.2 Ceridian Corporation Savings and Investment Plan -
Fourth Declaration of Amendment E
99.3 Ceridian Corporation Savings and Investment Plan -
Fifth Declaration of Amendment E
99.4 Ceridian Corporation Savings and Investment Plan -
Sixth Declaration of Amendment E
99.5 Ceridian Corporation Savings and Investment Plan -
Seventh Declaration of Amendment E
Legend: (E) Electronic Filing
(IBR) Incorporated by reference from previous filing
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<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and
the Retirement Committee
Ceridian Corporation:
We consent to incorporation by reference in the registration statement
(No. 33-56325) on Form S-8 of Ceridian Corporation of our report dated
May 19, 1997, relating to the statements of net assets available for
benefits with fund information of the Ceridian Corporation Savings and
Investment Plan as of December 31, 1996 and 1995, and the related
statement of changes in net assets available for benefits with fund
information and related supplemental schedules for the year ended
December 31, 1996 which report appears elsewhere in this
December 31, 1996 annual report on Form 11-K of the Ceridian Corporation
Savings and Investment Plan.
/s/KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1997
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<PAGE>
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
Fourth Declaration of Amendment
Pursuant to the retained power of amendment contained in Section
10.2 of the Ceridian Corporation Savings and Investment Plan, the
undersigned hereby amends the Plan in the manner set forth below.
1. Section 9.5 is amended as follows:
"9.5 Earnings on Excess Contributions. (A) The amount of
Fund earnings or losses with respect to the excess amount of
contributions distributed to a Participant pursuant to the
provisions of this article is an amount equal to the product of
the total earnings or losses for the Participant's Account to
which the excess contributions were added for the Plan Year,
multiplied by a fraction, the numerator of which is the excess
amount of contributions made on the Participant's behalf to the
Account for the Plan Year, and the denominator of which is the
closing balance of the Account for the Plan Year, decreased by
the amount of earnings added to the Account, or increased by the
amount of losses subtracted from the Account, for the Plan Year.
(B) Contributions returned pursuant to Section 9.6(C)(3)
will also include the earnings or losses attributable to
such excess amount for the period between the end of the
Plan Year with respect to which the determination is being
made, and the date on which such excess contributions are
distributed to the Participant. The earnings or losses
attributable to such excess amount for such period will be
an amount equal to the product of ten percent of the
earnings or losses attributable to such excess amount for
the Plan Year, as determined in accordance with
Subsection (A), multiplied by the number of calendar months
during the period for which the determination is being made,
with a distribution being made on or before the fifteenth
day of a month being deemed to have been made on the last
day of the preceding month and a distribution being made
after the fifteenth day of a month being deemed to have been
made on the first day of the following month."
2. Section 9.6(C)(3) is amended to read as follows:
"(3) If, in spite of such reductions and as a result of
reasonable error in estimating the amount of the Participant's
Eligible Earnings, Pre-Tax Contributions, other elective
deferrals within the meaning of Code section 402(g)(3) or Section
415 Wages for the Plan Year, the limitation would otherwise be
exceeded, then, to the extent required to prevent such excess,
the amount of Pre-Tax Contributions made for the Participant,
together with earnings on such contributions, will be distributed
to the Participant and any Matching Contributions attributable to
the amount so distributed, together with earnings on such
contributions, will be forfeited and applied as provided in
Section 3.2(D)."
<PAGE>
3. Section 4.1(D) of Exhibit D is amended to read as follows:
"(D) A MiniData Participant whose employment terminates on
or after the date of the Merger but before his or her Normal
Retirement Date other than by reason of death or becoming
Disabled will acquire a vested nonforfeitable interest in his or
her MiniData Employer Contribution Account to the extent provided
on the following schedule:
<TABLE>
<S> <C>
Vested
Years of Service Interest
Less Than Two Years 0%
Two Years 40%
Three Years 60%
Four Years 80%
Five or More Years 100%
</TABLE>
A MiniData Participant's 'Years of Service' are the number of
years of service he or she had completed as of December 31, 1995
under the MiniData Plan and either (1) his or her years of
Vesting Service under the Plan after December 31, 1995 or (2) the
number of Plan Years after December 31, 1995 during each of which
he or she completed at least 1000 Hours of Service, whichever is
greater."
4. A new Section 4.3 is added to Exhibit D which reads as follows:
"4.3 Hour of Service. (A) Subject to the remaining
subsections of this section, for purposes of this exhibit the
term 'Hour of Service,' with respect to a MiniData Participant
includes and is limited to -
(1) each hour for which the MiniData Participant is paid,
or entitled to payment, for the performance of duties for an
Affiliated Organization;
(2) each hour for which the MiniData Participant is paid,
or entitled to payment, by an Affiliated Organization for an
authorized absence, such as holiday, personal days off, sick
leave, short-term disability, funeral leave, jury duty and
reserve United States Armed Forces duty;
(3) Each hour that the MiniData Participant was absent
without pay due to:
(a) military or jury service which is required by
applicable law to be treated as an authorized leave, or
any other absence required by applicable law or
contractual undertaking to be treated as an authorized
leave;
(b) a leave of absence authorized for medical reasons,
public service, social service or educational purposes,
which leaves shall be granted under rules applied
uniformly to all Employees;
2
<PAGE>
(c) any other leave of absence authorized by an
Affiliated Organization, all of which leaves of absence
are defined as 'personal leaves' and which leaves will
be granted under rules applied uniformly to all
Employees;
(d) a layoff, but only to the extent it does not
exceed six months' duration;
(e) a leave of absence granted under the terms of an
Affiliated Organization's Time Off Without Pay Program,
but only to the extent it does not exceed 12 months'
duration;
in which case the number of hours for which a MiniData
Participant receives credit will be equal to that number of Hours
of Service per day which he or she would normally have been
scheduled to complete during such absence, or eight hours per
day, whichever is less; and
(4) each hour for which backpay, irrespective of mitigation
of damages, is either awarded or agreed to by an Affiliated
Organization; provided, that Hours of Service taken into
account under clause (1), (2) or (3) will not also be taken
into account under this clause (4).
(B) For purposes of applying clauses (1) and (4) of
Subsection (A), hours for which a MiniData Participant is
entitled to overtime premium pay will be taken into account only
to the extent the MiniData Participant actually performs services
or to which a backpay award pertains and will not include any
hours attributable to the premium pay itself.
(C) For purposes of applying clause (2) of Subsection (A),
the MiniData Participant will be credited with Hours of Service
during such absence at the same rate at which he or she was
credited under clause (1) of Subsection (A) immediately prior to
the commencement of such absence.
(D) A MiniData Participant will be credited with 190 Hours
of Service for each calendar month during which he or she
completes at least one Hour of Service.
(E) Notwithstanding the foregoing provisions of this
section, the number of Hours of Service that a MiniData
Participant completes (1) while, although not employed with an
Affiliated Organization, he or she is considered to be a 'leased
employee' of an Affiliated Organization or of a 'related person'
(within the meaning of Code sections 414(n)(2) and 144(a)(3),
respectively) or (2) with any other organization to the extent
such Hours of Service are required to be taken into account
pursuant to Treasury Regulations under Code section 414(o), in
each case determined in the manner specified in Subsections (A)
through (D), will also be taken into account."
5. Section 4.1(D) of Exhibit F is amended to read as follows:
"(D) An STS Participant whose employment terminates on or
after the date of the Merger but before his or her Normal
Retirement Date other than by reason of death or becoming
Disabled will acquire a vested nonforfeitable interest in his or
her STS Employer Contribution Account to the extent provided in
the following schedule:
3
<PAGE>
<TABLE>
<S> <C>
Vested
Years of Service Interest
Less Than Two Years 0%
Two Years 40%
Three Years 60%
Four Years 80%
Five or More Years 100%
</TABLE>
An STS Participant's 'Years of Service' are the number of years
of service he or she had completed as of December 31, 1995 under
the STS Plan and either (1) his or her years of Vesting Service
under the Plan after December 31, 1995 or (2) the number of Plan
Years after December 31, 1995 during each of which he or she
completed at least 1000 Hours of Service, whichever is greater."
6. A new Section 4.3 is added to Exhibit F which reads as follows:
"4.3 Hour of Service. (A) Subject to the remaining
subsections of this section, for purposes of this exhibit the
term 'Hour of Service,' with respect to an STS Participant
includes and is limited to -
(1) each hour for which the STS Participant is paid, or
entitled to payment, for the performance of duties for an
Affiliated Organization;
(2) each hour for which the STS Participant is paid, or
entitled to payment, by an Affiliated Organization for an
authorized absence, such as holiday, personal days off, sick
leave, short-term disability, funeral leave, jury duty and
reserve United States Armed Forces duty;
(3) Each hour that the STS Participant was absent without
pay due to:
(a) military or jury service which is required by
applicable law to be treated as an authorized leave, or
any other absence required by applicable law or
contractual undertaking to be treated as an authorized
leave;
(b) a leave of absence authorized for medical reasons,
public service, social service or educational purposes,
which leaves shall be granted under rules applied
uniformly to all Employees;
(c) any other leave of absence authorized by an
Affiliated Organization, all of which leaves of absence
are defined as 'personal leaves' and which leaves will
be granted under rules applied uniformly to all
Employees;
(d) a layoff, but only to the extent it does not
exceed six months' duration;
4
<PAGE>
(e) a leave of absence granted under the terms of an
Affiliated Organization's Time Off Without Pay Program,
but only to the extent it does not exceed 12 months'
duration;
in which case the number of hours for which an STS
Participant receives credit will be equal to that number of
Hours of Service per day which he or she would normally have
been scheduled to complete during such absence, or eight
hours per day, whichever is less; and
(4) each hour for which backpay, irrespective of mitigation
of damages, is either awarded or agreed to by an Affiliated
Organization; provided, that Hours of Service taken into
account under clause (1), (2) or (3) will not also be taken
into account under this clause (4).
(B) For purposes of applying clauses (1) and (4) of
Subsection (A), hours for which an STS Participant is entitled to
overtime premium pay will be taken into account only to the
extent the STS Participant actually performs services or to which
a backpay award pertains and will not include any hours
attributable to the premium pay itself.
(C) For purposes of applying clause (2) of Subsection (A),
the STS Participant will be credited with Hours of Service during
such absence at the same rate at which he or she was credited
under clause (1) of Subsection (A) immediately prior to the
commencement of such absence.
(D) An STS Participant will be credited with 190 Hours of
Service for each calendar month during which he or she completes
at least one Hour of Service.
(E) Notwithstanding the foregoing provisions of this
section, the number of Hours of Service that an STS Participant
completes (1) while, although not employed with an Affiliated
Organization, he or she is considered to be a 'leased employee'
of an Affiliated Organization or of a 'related person' (within
the meaning of Code sections 414(n)(2) and 144(a)(3),
respectively) or (2) with any other organization to the extent
such Hours of Service are required to be taken into account
pursuant to Treasury Regulations under Code section 414(o), in
each case determined in the manner specified in Subsections (A)
through (D), will also be taken into account."
7. The Plan is amended by adding a new Exhibit G in the form attached hereto.
The amendment set forth at items 1 and 2 above are effective with
respect to any distributions or forfeitures pursuant to Section
9.6(C)(3) of the Plan made on or after January 1, 1996; the
amendments set forth at items 3 and 4 above are effective as of
May 31, 1986; the amendments set forth at items 5 and 6 above are
effective as of December 31, 1995; and the amendment set forth at
item 7 above is effective as of October 1, 1996.
5
<PAGE>
IN WITNESS WHEREOF, the undersigned has caused this instrument to
be executed by its duly authorized officers this day of
October, 1996.
CERIDIAN CORPORATION
Attest By
Secretary Vice President
6
<PAGE>
EXHIBIT G
Special Rules Applicable to Certain Former Participants
in the EAS Technologies, Inc. 401(k) Retirement Savings Plan
This exhibit sets forth special rules applicable to Participants
whose account balances under the EAS Technologies, Inc. 401(k)
Retirement Savings Plan (the "EAS Plan") were transferred to the
Trust in connection with the merger of the EAS Plan with and into
the Plan effective as of October 1, 1996 (the "Merger"). For
purposes of this exhibit, such a Participant is referred to as an
"EAS Participant."
1. Accounts. For each EAS Participant, the following Accounts
will be established and maintained:
(a) An EAS Pre-Tax Account to evidence the balance of his
or her elective contribution account, if any, under the EAS Plan
transferred to the Trust in connection with the Merger;
(b) An EAS Employer Contribution Account to evidence the
balance of his or her matching account, if any, under the EAS
Plan transferred to the Trust in connection with the Merger; and
(c) An EAS Rollover Account to evidence the balance of his
or her rollover account, if any, under the EAS Plan transferred
to the Trust in connection with the Merger.
Such Accounts are sometimes collectively referred to in this
exhibit as "EAS Accounts."
2. In-Service Withdrawals. (A) An EAS Participant who is an
Employee may make hardship withdrawals in accordance with the
provisions of Section 6.1 of the Plan from the portion of his or
her EAS Pre-Tax Account consisting of elective deferrals to his
or her elective contribution account under the EAS Plan and from
his or her EAS Rollover Account.
(B) An EAS Participant who is an Employee may make
withdrawals from his or her EAS Pre-Tax Account, and his or her
EAS Employer Contribution Account if it is 100 percent vested at
the time of the withdrawal, in accordance with the provisions of
Section 6.2 of the Plan.
(C) All withdrawals from EAS Accounts pursuant to this
section are subject to the provisions of Section 6.4 of the Plan.
In addition, no withdrawal may be made from any EAS Account
unless, during the 90-day period ending on the date of the
withdrawal, the EAS Participant's spouse consents to the
withdrawal.
3. Loans. An EAS Participant may borrow funds from his or her
EAS Pre-Tax Account and EAS Rollover Account in accordance with
Section 6.5 of the Plan. No loan will be made to an EAS
Participant from an EAS Pre-Tax Account or EAS Rollover Account
unless, during the 90-day period ending on the date of the loan,
the EAS Participant's spouse consents to the loan.
G-1
<PAGE>
4. Vesting and Forfeitures.
4.1 Vesting. (D) Each EAS Participant at all times has a
fully vested nonforfeitable interest in his or her EAS Pre-Tax
Account and EAS Rollover Account.
(E) An EAS Participant will acquire a fully vested
nonforfeitable interest in his or her EAS Employer Contribution
Account upon attaining his or her Normal Retirement Date while he
or she is an Employee.
(F) An EAS Participant will acquire a fully vested
nonforfeitable interest in his or her EAS Employer Contribution
Account if he or she dies or becomes Disabled while he or she is
an Employee.
(G) An EAS Participant whose employment terminates on or
after the date of the Merger but before his or her Normal
Retirement Date other than by reason of his or her death or
becoming Disabled will acquire a vested nonforfeitable interest
in his or her EAS Employer Contribution Account to the extent
provided in the following schedule:
<TABLE>
<S> <C>
Vested
Years of Service Interest
Less Than Two Years 0%
Two Years 40%
Three Years 60%
Four Years 80%
Five or More Years 100%
</TABLE>
An EAS Participant's "Years of Service" are the number of years
of service he or she had completed as of December 31, 1995 under
the EAS Plan and either (1) his or her years of Vesting Service
under the Plan after December 31, 1995 or (2) the number of Plan
Years after December 31, 1995 during each of which he or she
completed at least 1000 Hours of Service, whichever is greater.
(H) In no case will an EAS Participant's vested interest in
his or her EAS Employer Contribution Account be less than his or
her vested interest immediately prior to the Merger in his or her
matching account under the EAS Plan
.
4.2 Forfeitures.
(A) If an EAS Participant terminates employment on or after
the date of the Merger with less than a fully vested interest in
his or her EAS Employer Contribution Account balance, the
provisions of Sections 7.2, 7.3 and 7.4 of the Plan will apply to
such Account.
(B) If an EAS Participant terminated employment before the
date of the Merger with less than a fully vested interest in his
or her matching account under the EAS Plan and the nonvested
portion of such account was not forfeited before the date of the
Merger, the provisions of Section 7.2, 7.3 and 7.4 of the Plan
will apply to his or her EAS Employer Contribution Account;
G-2
<PAGE>
provided, that if such an EAS Participant terminated employment
and received a distribution of all or any portion of the vested
balance of his or her matching account under the EAS Plan before
the date of the Merger and the nonvested portion of such account
would have been forfeited as of December 31, 1996 pursuant to the
EAS Plan, such nonvested portion will be forfeited as of the date
of the Merger.
(C) If a former participant in the EAS Plan who terminated
employment before the date of the Merger with less than a fully
vested interest in the balance of his or her matching account
under the EAS Plan becomes a Qualified Employee before
experiencing a Break in Service of five full years, the forfeited
portion of such account will be restored in accordance with
Section 7.2(B) of the Plan. The restoration will be made to the
EAS Participant's EAS Employer Contribution Account and his or
her vested interest in such EAS Employer Contribution Account
will be determined in accordance with Section 4.1 of this exhibit
subject to appropriate adjustment in accordance with Section
7.3(B) of the Plan.
4.3 Hour of Service. (A) Subject to the remaining
subsections of this section, for purposes of this exhibit the
term "Hour of Service," with respect to an EAS Participant
includes and is limited to -
(1) each hour for which the EAS Participant is paid, or
entitled to payment, for the performance of duties for an
Affiliated Organization;
(2) each hour for which the EAS Participant is paid, or
entitled to payment, by an Affiliated Organization for an
authorized absence, such as holiday, personal days off, sick
leave, short-term disability, funeral leave, jury duty and
reserve United States Armed Forces duty;
(3) Each hour that the EAS Participant was absent without
pay due to:
(a) military or jury service which is required by
applicable law to be treated as an authorized leave, or
any other absence required by applicable law or
contractual undertaking to be treated as an authorized
leave;
(b) a leave of absence authorized for medical reasons,
public service, social service or educational purposes,
which leaves shall be granted under rules applied
uniformly to all Employees;
(c) any other leave of absence authorized by an
Affiliated Organization, all of which leaves of absence
are defined as "personal leaves" and which leaves will
be granted under rules applied uniformly to all
Employees;
(d) a layoff, but only to the extent it does not
exceed six months' duration;
(e) a leave of absence granted under the terms of an
Affiliated Organization's Time Off Without Pay Program,
but only to the extent it does not exceed 12 months'
duration;
G-3
<PAGE>
in which case the number of hours for which an EAS
Participant receives credit will be equal to that number of
Hours of Service per day which he or she would normally have
been scheduled to complete during such absence, or eight
hours per day, whichever is less; and
(4) each hour for which backpay, irrespective of mitigation
of damages, is either awarded or agreed to by an Affiliated
Organization; provided, that Hours of Service taken into
account under clause (1), (2) or (3) will not also be taken
into account under this clause (4).
(B) For purposes of applying clauses (1) and (4) of
Subsection (A), hours for which an EAS Participant is entitled to
overtime premium pay will be taken into account only to the
extent the EAS Participant actually performs services or to which
a backpay award pertains and will not include any hours
attributable to the premium pay itself.
(C) For purposes of applying clause (2) of Subsection (A),
the EAS Participant will be credited with Hours of Service during
such absence at the same rate at which he or she was credited
under clause (1) of Subsection (A) immediately prior to the
commencement of such absence.
(D) An EAS Participant will be credited with 190 Hours of
Service for each calendar month during which he or she completes
at least one Hour of Service.
(E) Notwithstanding the foregoing provisions of this
section, the number of Hours of Service that an EAS Participant
completes (1) while, although not employed with an Affiliated
Organization, he or she is considered to be a "leased employee"
of an Affiliated Organization or of a "related person" (within
the meaning of Code sections 414(n)(2) and 144(a)(3),
respectively) or (2) with any other organization to the extent
such Hours of Service are required to be taken into account
pursuant to Treasury Regulations under Code section 414(o), in
each case determined in the manner specified in Subsections (A)
through (D), will also be taken into account.
5. Time and Form of Distribution. (A) Following an EAS
Participant's termination of employment or earlier attainment of
age 70-1/2, the Trustee will distribute to the EAS Participant
or, if the EAS Participant has died, to his or her Beneficiary,
the aggregate vested balance of the Participant's EAS Accounts.
Subject to the remaining subsections of this section and Section
8.8 of the Plan, distribution of an EAS Participant's EAS
Accounts will be made in accordance with the following provisions
(1) If the aggregate vested balance of the EAS
Participant's EAS and other Accounts at the time of the
distribution is not more than $3500, distribution to the EAS
Participant of the vested balance of his or her EAS
Accounts, or distribution of such vested EAS Account
balances to the EAS Participant's Beneficiary in the case of
his or her death, will be made in accordance with Section
8.1(A)(1) of the Plan. This clause will not apply, however,
if the aggregate vested balance of the EAS Participant's EAS
and other Accounts exceeded $3500 at the time of any
previous distribution to the Participant.
G-4
<PAGE>
(2) If clause (1) does not apply and the aggregate
vested balance of the EAS Participant's EAS Accounts at the
time of the distribution is not more than $3500,
distribution will be made in accordance with Section
8.1(A)(1) of the Plan.
(3) If clauses (1) and (2) do not apply, distribution
to the EAS Participant will be made in the form determined
pursuant to Subsection (B). The distribution will be made
or commence as soon as administratively practicable after
the Administrator's receipt from the EAS Participant of a
complete and accurate written distribution request on a form
provided by the Administrator; provided, that the
distribution must be made or commence not later than the
date specified in Section 8.1 (B) of the Plan.
(4) Subject to clause (1) above and Subsection (B)(3),
any distribution to the EAS Participant's Beneficiary will
be made in the form elected by the Beneficiary pursuant to
Subsection (D). The distribution will be made or commence
as soon as administratively practicable after the
Administrator's receipt from the Beneficiary of a complete
and accurate written distribution request on a form provided
by the Administrator and in no case later than the latest
date required pursuant to Subsection (D).
(5) All distributions will be made by delivery of an
annuity contract or in the case of lump sum by delivery of a
check drawn on the Trust.
(6) The value of an EAS Participant's EAS Accounts
will be determined in accordance with Section 8.1 of the
Plan.
(7) Any annuity contract distributed pursuant to this
section will be a single premium, nonparticipating,
nontransferable, noncancellable, nonsurrenderable immediate
annuity contract that complies with all applicable
requirements of the Plan. Distribution of any annuity
contract pursuant to the provisions of this exhibit
satisfies in full any claims that the EAS Participant or his
or her spouse or Beneficiary may have under the Plan, and
neither any Affiliated Organization, the Trustee nor the
Administrator is responsible to any extent with respect to
any payments to which the EAS Participant or his or her
spouse or Beneficiary may be entitled under such annuity
contract.
(B) (1) Unless an EAS Participant described in Subsection
(A)(3) otherwise elects in accordance with the provisions of
clause (2), the Trustee will, with the vested balance of the EAS
Participant's EAS Accounts, purchase and distribute to the EAS
Participant an annuity contract that provides for payments for
the life of the EAS Participant if the EAS Participant is not
married on his or her "annuity starting date," within the meaning
of Code section 417(f)(2), or, if the EAS Participant is then
married, for payments for the life of the Participant, with not
less than 50 percent and not more than 100 percent of the amount
of such payments, as elected by the EAS Participant, continuing
after the EAS Participant's death for the life of the spouse to
whom he or she is married on his or her annuity starting date;
provided, first, that each qualified joint and survivor option
payable under such annuity contract will be actuarially
equivalent to each other option based upon reasonable actuarial
assumptions specified in the contract; and, second, that if the
EAS Participant does not otherwise elect, the benefit payable
under the annuity contract with respect to a married Participant
will be payments for his or her life with 50 percent of the
G-5
<PAGE>
amount of such payment continuing thereafter for the life of the
spouse to whom he or she is married on his or her annuity
starting date.
(2) An EAS Participant whose benefit would otherwise
be paid in the form of an annuity contract described in
clause (1) may elect to instead receive a lump sum payment,
or an annuity contract providing for payments in another
form in accordance with Subsection (C). The EAS
Participant's election must be in writing, in form
prescribed by the Administrator; must be made within the 90-
day period ending on the EAS Participant's annuity starting
date; may be revoked and a new election made any number of
times during the election period; and will not be effective
unless the EAS Participant's spouse consents to the
election.
(3) If an EAS Participant dies prior to his or her
annuity starting date and is married on the date of his or
her death, the Administrator will, with the vested balance
of the EAS Participant's EAS Accounts, purchase and
distribute to the EAS Participant's surviving spouse a
nontransferable annuity contract that provides payments to
the surviving spouse for life, commencing at such time not
later than the date on which the EAS Participant would have
attained age 70-1/2 as such spouse elects; provided, that
this clause (3) will not apply if -
(a) the EAS Participant's spouse elects, in a
written, signed statement delivered to the
Administrator prior to the purchase of the annuity
contract, to receive the balance of the EAS
Participant's EAS Accounts in a lump sum payment or an
annuity contract providing for payments in another form
in accordance with the provisions of Subsection (D), or
(b) the EAS Participant elected, by a signed
written statement delivered to the Administrator within
the period commencing on the first day of the Plan Year
in which he or she attained age 35 and ending on the
date of his or her death, to waive the provisions of
this clause (3), and the EAS Participant's spouse
consented to such election; provided that an EAS
Participant may, at any time and any number of times,
by signed written notice delivered to the Administrator
during the EAS Participant's lifetime, revoke any
election made under this clause (b), and may make a new
election following any such revocation.
(4) The provisions of this Subsection (B) apply
notwithstanding and supersede any designation by a married
EAS Participant of any primary Beneficiary other than his or
her spouse which designation is not made either in
conjunction with an election pursuant to clause (2) or
(3)(b) of this Subsection (B), as the case may be, or
thereafter with the spouse's consent.
(C) If an EAS Participant described in Subsection (A)(3)
elects pursuant to Subsection (B)(2) to receive his or her
distribution in the form of an annuity contract providing for
payments in a form other than that described in Subsection
(B)(1), the Trustee will, with the vested balance of the EAS
Participant's EAS Accounts purchase and distribute to the EAS
Participant an annuity contract pursuant to which payments are
made for (1) the life of the EAS Participant, (2) the life of the
G-6
<PAGE>
EAS Participant with not less than 50 percent and not more than
100 percent of the amount of such payments, as elected by the EAS
Participant, continuing after the EAS Participant's death for the
life of his or her Beneficiary, (3) 15 years certain and
thereafter for the life of the EAS Participant or the joint lives
of the EAS Participant and his or her Beneficiary or (4) over a
period certain not exceeding the Participant's life expectancy or
the life expectancy of the Participant and his or her Beneficiary
calculated in either case based on the attained age of the
Participant or Participant and Beneficiary, as the case may be,
in the calendar year during which the distribution begins in
accordance with Table V or VI of Treasury Regulation section
1.72-9, as the case may be, with no subsequent recalculation and,
if the Participant's Beneficiary is not his or her spouse, in
accordance with the appropriate factor set forth in Treasury
Regulation section 1.401(a)(9)-2, if applicable.
(D) Subject to Subsections (A)(1) and (B), if an EAS
Participant dies before receiving the full amount of his or her
vested EAS Account balances, the remaining vested amount will be
distributed to the EAS Participant's Beneficiary at such time or
times and in such manner as the Beneficiary elects, subject,
however to the following rules:
(1) If the EAS Participant dies after April 1 of the
calendar year following the calendar year during which he or
she attains age 70-1/2, distribution will be made to the
Beneficiary at a rate that would result in the benefit being
distributed at least as rapidly as if distribution were made
at the same rate as was in effect immediately prior to the
EAS Participant's death;
(2) If the EAS Participant dies before April 1 of the
calendar year following the calendar year during which he or
she attains age 70-1/2, distribution will, at the
Beneficiary's election, be made -
(a) in a lump sum payment no later than
December 31 of the calendar year which contains the
fifth anniversary of the date of the EAS Participant's
death,
(b) in the form of an annuity contract pursuant
to which payments commence no later than December 31 of
the calendar year immediately following the calendar
year in which the EAS Participant died (unless the
Beneficiary is the EAS Participant's spouse, in which
case payments must begin no later than such date
specified above or December 31 of the calendar year in
which the EAS Participant would have attained age 70-
1/2 if he or she had lived), and are paid over a period
not exceeding the Beneficiary's remaining life
expectancy, (as determined on the basis of the
Beneficiary's age as of the date on which payments are
required to commence under this clause (2)) or any
shorter period as the Beneficiary may thereafter elect
in accordance with Plan Rules.
A Beneficiary's election with respect to the time and manner
in which any amount remaining at the EAS Participant's death
will be distributed must be made no later than the earlier
of the dates set forth in clause 2(a) and (b) above, and is
irrevocable following such date. If the Beneficiary fails
to make an election under clause (2), distribution will be
G-7
<PAGE>
made in the manner set forth at clause (2)(a). If the EAS
Participant's spouse is the Beneficiary and dies after the
EAS Participant's death but before distributions to such
spouse have commenced, the foregoing rules will be applied
as if the surviving spouse were the EAS Participant,
including the substitution of the surviving spouse's date of
death for the EAS Participant's date of death; provided,
that the alternative commencement date in clause (2)(b)
relating to the date on which the EAS Participant would have
attained age 70-1/2 had he or she lived will not be
available.
(E) Notwithstanding any other provision of this exhibit to
the contrary, distributions (including payments made under an
annuity contract) will be made in accordance with regulations
issued under Code section 401(a)(9), including Treasury
Regulation section 1.401(a)(9)-2, and any provisions of the Plan
reflecting Code section 401(a)(9) takes precedence over any
distribution options in this exhibit that are inconsistent with
Code section 401(a)(9).
6. Prior Actions. Elections, designations, waivers, consents
and similar actions made pursuant to the EAS Plan prior to the
Merger and in effect as of the date of the Merger will remain in
effect for purposes of the Plan until revoked or withdrawn or
otherwise made void pursuant to the terms of the Plan.
G-8
<PAGE>
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
Fifth Declaration of Amendment
Pursuant to the retained power of amendment contained in Section
10.2 of the Ceridian Corporation Savings and Investment Plan, the
undersigned hereby amends the Plan in the manner set forth below.
1. Section 3.1(B)(1) is amended to read as follows:
"(1) An Active Participant may elect to reduce his or
her Eligible Earnings by any one percent increment
from one percent to a maximum percentage of Eligible
Earnings specified in Plan Rules, and the percentage
so elected will automatically apply to the
Participant's Eligible Earnings as adjusted from time
to time. Plan Rules may specify a maximum percentage
of Eligible Earnings for Active Participants who are
Highly Compensated Employees that is less than the
maximum percentage specified for Active Participants
who are not Highly Compensated Employees."
2. Section 3.2(A) is amended to read as follows:
"(A)(1) Subject to Subsection (D) and the limitations
of Article IX, the Participating Employer of an
Active Participant will make a Basic Matching
Contribution to the Trust on behalf of the
Participant for a given month in an amount, if any,
equal to a specified percentage of that portion of
the Participant's Pre-Tax Contributions for the month
which does not exceed six percent of the
Participant's Eligible Earnings for the month, such
percentage with respect to all months during a Plan
Year to be specified by the Participating Employer.
If, as of the end of any month during a Plan Year,
the aggregate amount of Basic Matching Contributions
made on behalf of an Active Participant for the Plan
Year is less than the specified percentage of that
portion of the Participant's Pre-Tax Contributions
for the portion of the Plan Year through the end of
such month which does not exceed six percent of the
Participant's Eligible Earnings for such portion of
the Plan Year, the Participating Employer will make
an additional Basic Matching Contribution on behalf
of the Active Participant in an amount equal to the
difference. Notwithstanding the foregoing, for Plan
Years before 1997, a Participating Employer will not
make a basic Matching Contribution on behalf of an
Active Participant for a given month (pursuant to
either the first or second sentence of this
Subsection (A)(1)) unless he or she satisfies the
eligibility condition described in Subsection (B) for
the month.
1
<PAGE>
(2) Subject to Subsection (D) and the limitations of
Article IX, the Participating Employer of an Active
Participant who satisfies the eligibility condition
described in Subsection (B) for a Plan Year will make
a Performance-Based Matching Contribution to the
Trust on behalf of the Participant in an amount, if
any, equal to a specified percentage of that portion
of the Participant's Pre-Tax Contributions for the
Plan Year which does not exceed six percent of the
Participant's Eligible Earnings for the Plan Year,
such percentage to be specified by the Participating
Employer."
3. Section 3.2(B) thereof is amended to read as follows:
"(B) To be eligible to share in a Basic Matching
Contribution for a given month in a Plan Year ending before
January 1, 1997 or a Performance-Based Matching Contribution
for a given Plan Year, an Active Participant must have
either been
(1) actively employed with an Affiliated
Organization on the last day of the month or Plan
Year, as the case may be, or
(2) on a leave of absence on the last day of the
month or Plan Year, as the case may be, due to:
(a) military or jury service which is
required by applicable law to be treated as
an authorized leave, or any other absence
required by applicable law or contractual
undertaking to be treated as an authorized
leave;
(b) a leave of absence authorized for
medical reasons, public service, social
service or educational purposes, which is
granted under rules applied uniformly to all
Employees;
(c) any other leave of absence authorized by
an Affiliated Organization, which is granted
under rules applied uniformly to all
Employees;
(d) a layoff, but only to the extent it does
not exceed six months' duration; or
(e) a leave of absence not exceeding 12
months' duration granted under the terms of
an Affiliated Organization's Time Off Without
Pay Program."
4. The Plan is amended by adding a new Exhibit H in the form
attached hereto.
5. The Plan is amended by adding a new Exhibit I in the form
attached hereto.
2
<PAGE>
The amendments set forth at items 1 and 3 above are effective as
of January 1, 1997. The amendment set forth at item 2 above is
effective as of January 1, 1996; provided, that any additional
contributions required as a result of such amendment for the 1996
Plan Year are not required to be made until such date or dates
during or following the Plan Year as the Participating Employer
may elect but in no case more than 12 months after the end of the
Plan Year. The amendments set forth at items 4 and 5 above are
effective as of March 31, 1997.
IN WITNESS WHEREOF, the undersigned has caused this instrument to
be executed by its duly authorized officers this day of
December, 1996.
CERIDIAN CORPORATION
Attest: By:
Secretary Vice President
3
<PAGE>
EXHIBIT H
Special Rules Applicable to Certain Former Participants
in The Partnership Group, Inc. 401(k) Plan
This exhibit sets forth special rules applicable to Participants
whose account balances under The Partnership Group, Inc. 401(k)
Plan (the "PGI Plan") were transferred to the Trust in connection
with the merger of the PGI Plan with and into the Plan effective
as of March 31, 1997 (the "Merger"). For purposes of this
exhibit, such a Participant is referred to as a "PGI
Participant."
1. Accounts. For each PGI Participant, the following Accounts
will be established and maintained:
(a) A PGI Pre-Tax Account to evidence the balance of his or
her participant's elective account, if any, under the PGI Plan
transferred to the Trust in connection with the Merger;
(b) A PGI Employer Contribution Account to evidence the
balance of his or her matching account, if any, under the PGI
Plan transferred to the Trust in connection with the Merger; and
(c) A PGI Rollover Account to evidence the balance of his
or her rollover account, if any, under the PGI Plan transferred
to the Trust in connection with the Merger.
Such Accounts are sometimes collectively referred to in this
exhibit as "PGI Accounts."
2. In-Service Withdrawals. (A) A PGI Participant who is an
Employee may make hardship withdrawals in accordance with the
provisions of Section 6.1 of the Plan from the portion of his or
her PGI Pre-Tax Account consisting of elective deferrals to his
or her participant's elective account under the PGI Plan and from
his or her PGI Rollover Account.
(B) A PGI Participant who is an Employee may make
withdrawals from his or her PGI Accounts in accordance with the
provisions of Section 6.2 of the Plan.
(C) All withdrawals from PGI Accounts pursuant to this
section are subject to the provisions of Section 6.4 of the Plan.
3. Loans. A PGI Participant may borrow funds from his or her
PGI Pre-Tax Account and PGI Rollover Account in accordance with
Section 6.5 of the Plan. Any loan outstanding under the PGI Plan
at the time of the Merger will remain outstanding in accordance
with the terms of such loan.
4. Vesting. Each PGI Participant at all times has a fully
vested nonforfeitable interest in his or her PGI Accounts.
H-1
<PAGE>
5. Time and Form of Distribution. A PGI Participant's PGI
Accounts will be distributed following his or her termination of
employment or earlier attainment of age 70-1/2 in accordance with
Article VIII of the Plan; provided, that a PGI Participant who
has terminated employment and whose PGI Accounts have an
aggregate value of more than $3500 may elect to defer
distribution of his or her PGI Accounts by providing the
Administrator a written, signed statement indicating the date on
which the distribution is to be made, which date may not be later
than April 1 of the calendar year following the calendar year
during which the PGI Participant attains age 70-1/2. Such
deferral election must be received by the Administrator not less
than 30 days before the date on which distribution to the PGI
Participant would otherwise be required to be made pursuant to
Section 8.1.
6. Prior Actions. Elections, designations, waivers, consents
and similar actions made pursuant to the PGI Plan prior to the
Merger and in effect as of the date of the Merger will remain in
effect for purposes of the Plan until revoked or withdrawn or
otherwise made void pursuant to the terms of the Plan.
H-2
<PAGE>
EXHIBIT I
Special Rules Applicable to Certain Former Participants
in the Employee Assistance Associates, Inc. Employees' 401(k) Plan
This exhibit sets forth special rules applicable to Participants
whose account balances under the Employee Assistance Associates,
Inc. Employees' 401(k) Plan (the "EAA Plan") were transferred to
the Trust in connection with the merger of the EAA Plan with and
into the Plan effective as of March 31, 1997 (the "Merger"). For
purposes of this exhibit, such a Participant is referred to as an
"EAA Participant."
1. Accounts. The balance of an EAA Participant's accounts
under the EAA Plan will be transferred to Accounts under the Plan
as follows:
(a) The balance of the EAA Participant's "employee elective
deferral account," if any, under the EAA Plan will be transferred
to his or her Pre-Tax Account;
(b) The balance of the EAA Participant's "employer matching
account" and "employer contribution account," if any, under the
EAA Plan will be transferred to an EAA Employer Contribution
Account established in his or her name; and
(c) The balance of his or her "rollover contribution
account," if any, under the EAA Plan will be transferred to his
or her General Rollover Account.
Such Accounts are sometimes collectively referred to in this
exhibit as "EAS Accounts."
2. In-Service Withdrawals. An EAA Participant who is an
Employee may make withdrawals from his or her EAA Employer
Contribution Account in accordance with Section 6.2 of the Plan.
3. Loans. Any loan outstanding under the EAA Plan at the time
of the Merger will remain outstanding under the Plan in
accordance with the terms of such loan.
4. Vesting and Forfeitures.
4.1 Vesting. (A) An EAA Participant will acquire a fully
vested nonforfeitable interest in his or her EAA Employer
Contribution Account upon attaining his or her Normal Retirement
Date while he or she is an Employee.
(B) An EAA Participant will acquire a fully vested
nonforfeitable interest in his or her EAA Employer Contribution
Account if he or she dies or becomes Disabled while he or she is
an Employee.
(C) An EAA Participant whose employment terminates on or
after the date of the Merger but before his or her Normal
Retirement Date other than by reason of his or her death or
I-1
<PAGE>
becoming Disabled will acquire a vested nonforfeitable interest
in his or her EAA Employer Contribution Account to the extent
provided in the following schedule:
<TABLE>
<S> <C>
Vested
Years of Service Interest
Less Than Two Years 0%
Two Years 40%
Three Years 60%
Four Years 80%
Five or More Years 100%
</TABLE>
An EAA Participant's "Years of Service" are the number of years
of service he or she had completed as of December 31, 1996 under
the EAA Plan and either (1) his or her years of Vesting Service
under the Plan after December 31, 1996 or (2) the number of Plan
Years after December 31, 1996 during each of which he or she
completed at least 1000 Hours of Service, whichever is greater.
(D) In no case will an EAA Participant's vested interest in
his or her EAA Employer Contribution Account be less than his or
her vested interest immediately prior to the Merger in his or her
employer matching account and employer contribution account under
the EAA Plan.
4.2 Forfeitures.
(A) If an EAA Participant terminates employment on or after
the date of the Merger with less than a fully vested interest in
his or her EAA Employer Contribution Account balance, the
provisions of Sections 7.2, 7.3 and 7.4 of the Plan will apply to
such Account.
(B) If an EAA Participant terminated employment before the
date of the Merger with less than a fully vested interest in his
or her employer matching account and employer contribution
account under the EAA Plan and the nonvested portion of such
account was not forfeited before the date of the Merger, the
provisions of Section 7.2, 7.3 and 7.4 of the Plan will apply to
his or her EAA Employer Contribution Account.
(C) If a former participant in the EAA Plan who terminated
employment before the date of the Merger with less than a fully
vested interest in the balance of his or her employer matching
account and employer contribution account under the EAA Plan
becomes a Qualified Employee before experiencing a Break in
Service of five full years, the forfeited portion of such account
will be restored in accordance with Section 7.2(B) of the Plan.
The restoration will be made to the EAA Participant's EAA
Employer Contribution Account and his or her vested interest in
such EAA Employer Contribution Account will be determined in
accordance with Section 4.1 of this exhibit subject to
appropriate adjustment in accordance with Section 7.3(B) of the
Plan.
I-2
<PAGE>
4.3 Hour of Service. (A) Subject to the remaining
subsections of this section, for purposes of this exhibit the
term "Hour of Service," with respect to an EAA Participant
includes and is limited to -
(1) each hour for which the EAA Participant is paid, or
entitled to payment, for the performance of duties for an
Affiliated Organization;
(2) each hour for which the EAA Participant is paid, or
entitled to payment, by an Affiliated Organization for an
authorized absence, such as holiday, personal days off, sick
leave, short-term disability, funeral leave, jury duty and
reserve United States Armed Forces duty;
(3) Each hour that the EAA Participant was absent without
pay due to:
(d) military or jury service which is required by
applicable law to be treated as an authorized leave, or
any other absence required by applicable law or
contractual undertaking to be treated as an authorized
leave;
(e) a leave of absence authorized for medical reasons,
public service, social service or educational purposes,
which leaves shall be granted under rules applied
uniformly to all Employees;
(f) any other leave of absence authorized by an
Affiliated Organization, all of which leaves of absence
are defined as "personal leaves" and which leaves will
be granted under rules applied uniformly to all
Employees;
(g) a layoff, but only to the extent it does not
exceed six months' duration;
(h) a leave of absence granted under the terms of an
Affiliated Organization's Time Off Without Pay Program,
but only to the extent it does not exceed 12 months'
duration;
in which case the number of hours for which an EAA
Participant receives credit will be equal to that number of
Hours of Service per day which he or she would normally have
been scheduled to complete during such absence, or eight
hours per day, whichever is less; and
(4) each hour for which backpay, irrespective of mitigation
of damages, is either awarded or agreed to by an Affiliated
Organization; provided, that Hours of Service taken into
account under clause (1), (2) or (3) will not also be taken
into account under this clause (4).
(B) For purposes of applying clauses (1) and (4) of
Subsection (A), hours for which an EAA Participant is entitled to
overtime premium pay will be taken into account only to the
extent the EAA Participant actually performs services or to which
a backpay award pertains and will not include any hours
attributable to the premium pay itself.
I-3
<PAGE>
(C) For purposes of applying clause (2) of Subsection (A),
the EAA Participant will be credited with Hours of Service during
such absence at the same rate at which he or she was credited
under clause (1) of Subsection (A) immediately prior to the
commencement of such absence.
(D) An EAA Participant will be credited with 190 Hours of
Service for each calendar month during which he or she completes
at least one Hour of Service.
(E) Notwithstanding the foregoing provisions of this
section, the number of Hours of Service that an EAA Participant
completes (1) while, although not employed with an Affiliated
Organization, he or she is considered to be a "leased employee"
of an Affiliated Organization or of a "related person" (within
the meaning of Code sections 414(n)(2) and 144(a)(3),
respectively) or (2) with any other organization to the extent
such Hours of Service are required to be taken into account
pursuant to Treasury Regulations under Code section 414(o), in
each case determined in the manner specified in Subsections (A)
through (D), will also be taken into account.
5. Time and Form of Distribution. An EAA Participant's
EAA Employer Contribution Account will be distributed at the same
time and on the same form as the rest of his or her Accounts.
6. Prior Actions. Elections, designations, waivers,
consents and similar actions made pursuant to the EAA Plan prior
to the Merger and in effect as of the date of the Merger will
remain in effect for purposes of the Plan until revoked or
withdrawn or otherwise made void pursuant to the terms of the
Plan.
I-4
<PAGE>
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
Sixth Declaration of Amendment
Pursuant to the retained power of amendment contained in Section
10.2 of the Ceridian Corporation Savings and Investment Plan, the
undersigned hereby amends the Plan by adding a new Exhibit J in
the form attached hereto effective as of March 31, 1997.
IN WITNESS WHEREOF, the undersigned has caused this instrument to
be executed by its duly authorized officers this day of
March, 1997.
CERIDIAN CORPORATION
Attest: By:
Secretary Vice President
<PAGE>
EXHIBIT J
Special Rules Applicable to Certain Former Participants
in the TIC Financial Systems, Inc. 401(k) Retirement Plan
This exhibit sets forth special rules applicable to Participants whose
account balances under the TIC Financial Systems, Inc. 401(k) Retirement
Plan (the "TIC Plan") were transferred to the Trust in connection with
the merger of the TIC Plan with and into the Plan effective as of March
31, 1997 (the "Merger"). For purposes of this exhibit, such a
Participant is referred to as a "TIC Participant."
1. Accounts. For each TIC Participant, the following Accounts will be
established and maintained:
(a) A TIC Pre-Tax Account to evidence the balance of his or her
elective deferral subaccount, if any, under the TIC Plan transferred to
the Trust in connection with the Merger;
(b) A TIC Employer Contribution Account to evidence the balance of
his or her matching contribution and discretionary contribution
subaccounts, if any, under the TIC Plan transferred to the Trust in
connection with the Merger; and
(c) A TIC Rollover Account to evidence the balance of his or her
rollover contribution subaccount, if any, under the TIC Plan transferred
to the Trust in connection with the Merger.
Such Accounts are sometimes collectively referred to in this exhibit as
"TIC Accounts."
2. In-Service Withdrawals. (A) A TIC Participant who is an Employee
may make hardship withdrawals in accordance with the provisions of
Section 6.1 of the Plan from the portion of his or her TIC Pre-Tax
Account consisting of elective deferrals to his or her elective deferral
subaccount under the TIC Plan and from his or her TIC Rollover Account.
(B) A TIC Participant who is an Employee may make withdrawals from
his or her TIC Accounts in accordance with the provisions of Section 6.2
of the Plan.
(C) All withdrawals from TIC Accounts pursuant to this section are
subject to the provisions of Section 6.4 of the Plan.
3. Loans. A TIC Participant may borrow funds from his or her TIC Pre-
Tax Account and TIC Rollover Account in accordance with Section 6.5 of
the Plan.
J-1
<PAGE>
4. Vesting and Forfeitures.
4.1 Vesting. (A) A TIC Participant will at all times have a fully
vested nonforfeitable interest in his or her TIC Pre-Tax Account and TIC
Rollover Account.
(B) A TIC Participant will acquire a fully vested nonforfeitable
interest in his or her TIC Employer Contribution Account upon attaining
his or her Normal Retirement Date while he or she is an Employee.
(C) A TIC Participant will acquire a fully vested nonforfeitable
interest in his or her TIC Employer Contribution Account if he or she
dies or becomes Disabled while he or she is an Employee.
(D) A TIC Participant whose employment terminates on or after the
date of the Merger but before his or her Normal Retirement Date other
than by reason of his or her death or becoming Disabled will acquire a
vested nonforfeitable interest in his or her TIC Employer Contribution
Account to the extent provided in the following schedule:
<TABLE>
<S> <C>
Vested
Years of Service Interest
Less Than Two Years 0%
Two Years 40%
Three Years 60%
Four Years 80%
Five or More Years 100%
</TABLE>
A TIC Participant's "Years of Service" are the number of years of service
he or she had completed as of December 31, 1996 under the TIC Plan and
either (1) his or her years of Vesting Service under the Plan after
December 31, 1996 or (2) the number of Plan Years after December 31, 1996
during each of which he or she completed at least 1000 Hours of Service,
whichever is greater.
(E) In no case will a TIC Participant's vested interest in his or
her TIC Employer Contribution Account be less than his or her vested
interest immediately prior to the Merger in his or her matching
contribution and discretionary contribution subaccounts under the TIC
Plan.
4.2 Forfeitures.
(A) If a TIC Participant terminates employment on or after the date
of the Merger with less than a fully vested interest in his or her TIC
Employer Contribution Account balance, the provisions of Sections 7.2,
7.3 and 7.4 of the Plan will apply to such Account.
(B) If a TIC Participant terminated employment before the date of
the Merger with less than a fully vested interest in his or her matching
contribution and discretionary contribution subaccounts under the TIC
Plan and the nonvested portion of such subaccounts was not forfeited
J-2
<PAGE>
before the date of the Merger, the provisions of Section 7.2, 7.3 and 7.4
of the Plan will apply to his or her TIC Employer Contribution Account.
(C) If a former participant in the TIC Plan who terminated
employment before the date of the Merger with less than a fully vested
interest in the balance of his or her matching contribution and
discretionary contribution subaccounts under the TIC Plan becomes a
Qualified Employee before experiencing a Break in Service of five full
years, the forfeited portion of such account will be restored in
accordance with Section 7.2(B) of the Plan. The restoration will be made
to the TIC Participant's TIC Employer Contribution Account and his or her
vested interest in such TIC Employer Contribution Account will be
determined in accordance with Section 4.1 of this exhibit subject to
appropriate adjustment in accordance with Section 7.3(B) of the Plan.
4.3 Hour of Service. (A) Subject to the remaining subsections of
this section, for purposes of this exhibit the term "Hour of Service,"
with respect to a TIC Participant includes and is limited to -
(1) each hour for which the TIC Participant is paid, or entitled to
payment, for the performance of duties for an Affiliated
Organization;
(2) each hour for which the TIC Participant is paid, or entitled to
payment, by an Affiliated Organization for an authorized absence,
such as holiday, personal days off, sick leave, short-term
disability, funeral leave, jury duty and reserve United States Armed
Forces duty;
(3) Each hour that the TIC Participant was absent without pay due
to:
(a) military or jury service which is required by applicable
law to be treated as an authorized leave, or any other absence
required by applicable law or contractual undertaking to be
treated as an authorized leave;
(b) a leave of absence authorized for medical reasons, public
service, social service or educational purposes, which leaves
shall be granted under rules applied uniformly to all
Employees;
(c) any other leave of absence authorized by an Affiliated
Organization, all of which leaves of absence are defined as
"personal leaves" and which leaves will be granted under rules
applied uniformly to all Employees;
(d) a layoff, but only to the extent it does not exceed six
months' duration;
(e) a leave of absence granted under the terms of an
Affiliated Organization's Time Off Without Pay Program, but
only to the extent it does not exceed 12 months' duration;
in which case the number of hours for which a TIC Participant
receives credit will be equal to that number of Hours of Service per
day which he or she would normally have been scheduled to complete
during such absence, or eight hours per day, whichever is less; and
J-3
<PAGE>
(4) each hour for which backpay, irrespective of mitigation of
damages, is either awarded or agreed to by an Affiliated
Organization; provided, that Hours of Service taken into account
under clause (1), (2) or (3) will not also be taken into account
under this clause (4).
(B) For purposes of applying clauses (1) and (4) of Subsection (A),
hours for which a TIC Participant is entitled to overtime premium pay
will be taken into account only to the extent the TIC Participant
actually performs services or to which a backpay award pertains and will
not include any hours attributable to the premium pay itself.
(C) For purposes of applying clause (2) of Subsection (A), the TIC
Participant will be credited with Hours of Service during such absence at
the same rate at which he or she was credited under clause (1) of
Subsection (A) immediately prior to the commencement of such absence.
(D) A TIC Participant will be credited with 190 Hours of Service
for each calendar month during which he or she completes at least one
Hour of Service.
(E) Notwithstanding the foregoing provisions of this section, the
number of Hours of Service that a TIC Participant completes (1) while,
although not employed with an Affiliated Organization, he or she is
considered to be a "leased employee" of an Affiliated Organization or of
a "related person" (within the meaning of Code sections 414(n)(2) and
144(a)(3), respectively) or (2) with any other organization to the extent
such Hours of Service are required to be taken into account pursuant to
Treasury Regulations under Code section 414(o), in each case determined
in the manner specified in Subsections (A) through (D), will also be
taken into account.
5. Time and Form of Distribution. A TIC Participant's TIC
Accounts will be distributed following his or her termination of
employment or earlier attainment of age 70-1/2 in accordance with Article
VIII of the Plan; provided, that a TIC Participant who has terminated
employment and whose TIC Accounts have an aggregate value of more than
$3500 may elect to defer distribution of his or her TIC Accounts by
providing the Administrator a written, signed statement indicating the
date on which the distribution is to be made, which date may not be later
than April 1 of the calendar year following the calendar year during
which the TIC Participant attains age 70-1/2. Such deferral election
must be received by the Administrator not less than 30 days before the
date on which distribution to the TIC Participant would otherwise be
required to be made pursuant to Section 8.1.
6. Prior Actions. Elections, designations, waivers, consents and
similar actions made pursuant to the TIC Plan prior to the Merger and in
effect as of the date of the Merger will remain in effect for purposes of
the Plan until revoked or withdrawn or otherwise made void pursuant to
the terms of the Plan.
J-4
<PAGE>
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
Seventh Declaration of Amendment
Pursuant to the retained power of amendment contained in Section 10.2 of
the Ceridian Corporation Savings and Investment Plan, the undersigned
hereby amends the Plan in the manner set forth below.
1. Section 6.2 of the Plan is amended to read as follows:
"6.2 Withdrawals from Accounts After Age 59-1/2 or Disability.
Subject to the provisions of Section 6.4, a Participant who is an
Employee and has attained age 59-1/2 or has become Disabled may
withdraw all or any portion of his or her vested Account balances."
2. Section 6.4 of the Plan is amended by adding a new Subsection (G)
which reads as follows:
"(G) If a Participant makes a withdrawal pursuant to Section
6.2 from his or her Performance-Based Matching Account and he or she
does not have a fully vested interest in the Account at the time of
the withdrawal, his or her vested interest in the Account will
thereafter be determined in accordance with Section 7.3(B)."
The foregoing amendments are effective January 1, 1995.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed by its duly authorized officers this day of May, 1997.
CERIDIAN CORPORATION
Attest: By:
Secretary Vice President
