<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 PERSONAL 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
Personal 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 Personal 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 statements 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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<PAGE>
<TABLE>
CERIDIAN CORPORATION PERSONAL 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 $ 10,685 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 10,685
T. Rowe Price Funds -- 36,219 9,656 4,839 10,819 4,416 50,843 3,508 19,378 -- 139,678
Loans Receivable
from Participants -- -- -- -- -- -- -- -- -- 2,478 2,478
Total Investments 10,685 36,219 9,656 4,839 10,819 4,416 50,843 3,508 19,378 2,478 152,841
Cash 87 -- -- -- -- -- -- -- -- -- 87
Employer Contributions
Receivable 117 330 148 85 96 69 430 76 247 -- 1,598
Net Assets Available
for Benefits $ 10,889 $36,549 $9,804 $ 4,924 $10,915 $ 4,485 $51,273 $ 3,584 $19,625 $2,478 $154,526
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
CERIDIAN CORPORATION PERSONAL 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 $ 11,944 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 11,944
T. Rowe Price Funds -- 29,565 6,612 3,681 18,998 11,384 2,973 41,079 1,544 -- 115,836
Loans Receivable
from Participants -- -- -- -- -- -- -- -- -- 2,134 2,134
Total Investments 11,944 29,565 6,612 3,681 18,998 11,384 2,973 41,079 1,544 2,134 129,914
Cash 90 -- -- -- -- -- -- -- -- -- 90
Employer Contributions
Receivable 156 309 127 76 265 114 61 403 44 -- 1,555
Net Assets Available
for Benefits $ 12,190 $ 29,874 $6,739 $3,757 $19,263 $11,498 $3,034 $41,482 $ 1,588 $2,134 $131,559
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
<TABLE>
CERIDIAN CORPORATION PERSONAL 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>
Small- Summit
Ceridian New Int'l Capital Prime New Equity Cap Cash
Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Reserve Loan Total
Participant Contributions $ 817 $ 2,007 $ 836 $ 518 $ -- $ 613 $ 392 $ 2,657 $ 339 $ 1,671 $ -- $ 9,850
Employer Contributions 200 503 219 130 -- 152 103 648 107 398 -- 2,460
Net Change in Fair Value
Including Realized
Gain (Loss) 64 1,863 950 210 -- (486) 362 5,372 384 -- -- 8,719
Investment Income
Dividends -- 3,303 255 451 3 727 184 3,198 171 958 -- 9,250
Interest -- -- -- -- -- -- -- -- -- -- 165 165
Total Additions 1,081 7,676 2,260 1,309 3 1,006 1,041 11,875 1,001 3,027 165 30,444
Withdrawals by
Participants 555 1,537 463 180 -- 393 163 2,410 136 1,825 99 7,761
Net Increase (Decrease)
prior to Transfers 526 6,139 1,797 1,129 3 613 878 9,465 865 1,202 66 22,683
Net Transfers (to) from
Other Plans -- 242 (116) (31) -- (43) 473 (239) (11) 15 (6) 284
Interfund Transfers (1,827) 294 1,384 69 (19,266) (1,153) 100 565 1,142 18,408 284 --
Increase (Decrease) in
Net Assets Available
for Benefits (1,301) 6,675 3,065 1,167 (19,263) (583) 1,451 9,791 1,996 19,625 344 22,967
Net Assets Available for
Benefits:
Beginning of Year 12,190 29,874 6,739 3,757 19,263 11,498 3,034 41,482 1,588 -- 2,134 131,559
End of Year $10,889 $36,549 $9,804 $4,924 $ -- $10,915 $ 4,485 $51,273 $3,584 $19,625 $2,478 $154,526
See accompanying notes to financial statements.
</TABLE>
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<PAGE>
CERIDIAN CORPORATION PERSONAL 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 Personal 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 PERSONAL 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. Since
January 1, 1995, only those employees of the Company and Adopting
Affiliates who are U.S. citizens or resident aliens paid under the
U.S. domestic payroll system, have completed 900 hours of service
within a twelve month eligibility period, and participate in one of
the Company's qualified defined benefit pension plans are eligible
to participate in the Plan. The Plan is administered by the
Retirement Committee of the Company, 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
contribution and allocations of any employer contribution and Plan
earnings, less loans and withdrawals, based on the direction of the
participant. Participants are immediately vested in their
contributions and employer contributions, plus actual earnings
thereon; therefore, there are no forfeitures.
(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. 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 during 1995 and
1996. 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 $862,000 and declared a year-end
performance matching contribution of $1,598,000.
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<PAGE>
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1996 and 1995
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 3% of compensation, and required the satisfaction
of no performance criteria. The year-end performance 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 3% of
compensation, for participants who were employees on December 31,
1996.
(5) Withdrawals
Participants who are still employed by the Company or one of 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 PERSONAL 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 PERSONAL 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 1,727 1,885
New Horizons Fund 1,927 1,827
International Stock Fund 1,057 959
Capital Appreciation Fund 638 607
Prime Reserve Fund -- 1,863
New Income Fund 1,050 1,188
Balanced Fund 572 507
Equity Income Fund 2,241 2,241
Small-Cap Value Fund 473 289
Summit Cash Reserve Fund 1,683 --
</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 September 7, 1995 from the Internal
Revenue Service stating that the Plan continues to qualify 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).
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<PAGE>
Schedule 1
CERIDIAN CORPORATION PERSONAL 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 263,834 $ 6,700 $ 10,685
T. Rowe Price Mutual Funds**
New Horizons Fund 1,663,721 28,563 36,219
International Stock Fund 699,731 8,458 9,656
Capital Appreciation Fund 334,376 4,453 4,839
New Income Fund 1,217,009 10,717 10,819
Balanced Fund 304,981 3,815 4,416
Equity Income Fund 2,255,666 37,750 50,843
Small-Cap Value Fund 179,327 3,085 3,508
Summit Cash Reserve Fund 19,378,230 19,378 19,378
Loan Fund
Loans Receivable from Participants --- 2,478 2,478
(Range of interest rates 5.8%
to 10.0%)
$125,397 $152,841
*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 PERSONAL 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* $ 2,536,206 $ 3,798,984 $1,587,678
T. Rowe Price
New Horizons Fund* 7,882,233 3,068,092 770,127
T. Rowe Price
Equity Income Fund* 8,053,110 3,641,752 882,714
T. Rowe Price
Summit Cash Reserves
Fund* 24,338,887 4,958,194 --
T. Rowe Price
Prime Reserve Fund* 86,040 19,084,480 --
*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
PERSONAL 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 Personal Investment Plan 1995
Revision (incorporated by reference to Exhibit 99 to
the Ceridian Corporation Personal Investment Plan
Annual Report on Form 11-K for the year ended
December 31, 1995) IBR
99.2 Ceridian Corporation Personal Investment Plan 1995
Revision - Fourth Declaration of Amendment E
99.3 Ceridian Corporation Personal Investment Plan 1995
Revision - Fifth Declaration of Amendment E
99.4 Ceridian Corporation Personal Investment Plan 1995
Revision - Sixth Declaration of Amendment E
99.5 Ceridian Corporation Personal Investment Plan 1995
Revision - Seventh Declaration of Amendment E
Legend: (E) Electronic Filing
(IBR) Incorporated by reference from previous filing
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</TABLE>
<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 statements
(No. 33-56833, 33-15920, No. 2-81865, and No. 2-93345) 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 Personal 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
Personal Investment Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1997
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<PAGE>
CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
1995 REVISION
Fourth Declaration of Amendment
Pursuant to the retained power of amendment contained in Section 10.2 of
the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the
undersigned hereby amends the Plan in the manner set forth below.
1. Section 9.5 is amended to read 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 C of the Plan 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:
<TABLE>
<S> <C>
Vested
Interest
Years of Service
Less Than Two Years 0%
Two Years 40%
Three Years 60%
Four Years 80%
Five or More Years 100%
</TABLE>
As 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," as defined in
Subsection (E), 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. An hour of service for this
purpose is as defined in Section 11.22 of the Plan except that instead of
the rules specified in Section 11.22(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. In no case will an STS
Participant's vested interest in his or her STS Employer Contribution
Account be less than his or her vested interest immediately prior to the
Merger in his or her matching contributions account and employer
contributions account under the STS Plan."
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 amendment set forth at item 3
above is effective as of December 31, 1995.
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
<PAGE>
CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
1995 REVISION
Fifth Declaration of Amendment
Pursuant to the retained power of amendment contained in Section 10.2 of
the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the
undersigned hereby amends the Plan in the manner set forth below.
1. Section 3(B) of Exhibit A thereto is amended to read as follows:
"(B) A Participant may elect the time at which the annuity
contract is distributed and the distribution of the annuity contract
is not required to be made at the same time as the remainder of his
or her Accounts is distributed; provided that the annuity contract
must be distributed not later than the date determined under
Subsection 8.1(B). No such annuity contract is subject to transfer
or exchange for another annuity contract that does not conform to
the requirements of this item (3). No such contract is subject to
surrender or encumbrance without the consent of the Participant's
spouse.
2. The provisions of Section 13.5 and Exhibit A (as amended by item 1
hereof) are retroactively effective as of August 22, 1988.
3. The undersigned also hereby amends the Plan to reflect that each
"eligible Participant" who received a lump sum distribution after
August 22, 1988 and prior to January 16, 1996, will be given the
opportunity to elect to receive an immediate distribution in the
form of an annuity as specified in Exhibit A of the Plan. Such
eligible Participant will be entitled to receive such an annuity
after making a lump sum payment, within the time period described by
the Administrator, equal to the amount of the prior lump sum
distribution received by such eligible Participant. If an eligible
Participant makes a lump sum payment pursuant to the preceding
sentence, distribution will begin the first day of the month that
first follows the last day of the period during which the eligible
Participant was permitted to make such lump sum payment.
For purposes of applying the foregoing, an eligible Participant is
any Participant in the Ceridian Corporation Retirement Plan who has
elected an enhanced retirement benefit under that plan with respect
to which a portion of his or her Pre-Tax Account serves as the basis
for an offset or that participant's surviving spouse beneficiary who
was entitled to receive a preretirement survivor annuity pursuant to
Exhibit B.
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
<PAGE>
CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
1995 REVISION
Sixth Declaration of Amendment
Pursuant to the retained power of amendment contained in Section 10.2 of
the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the
undersigned hereby amends the Plan in the manner set forth below.
1. Section 3.2(A) thereof 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 three 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 three 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.
(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 three percent of the Participant's
Eligible Earnings for the Plan Year, such percentage to be
specified by the Participating Employer."
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2. 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, for which Hours of Service
are credited pursuant to Section 11.22;
provided, that an Active Participant is not eligible to share
in any Basic or Performance-Based Matching Contribution if he
or she is an `SBC Participant' as defined in the SBC Exhibit to
the Ceridian Corporation Retirement Plan and is eligible for
the same health benefits as substantially all other SBC
Participants."
The amendment set forth at item 1 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 such Plan Year as the
Participating Employer may elect but in no case more than 12 months after
the end of the Plan Year. The amendment set forth at item 2 above is
effective as of January 1, 1997.
IN WITNESS WHEREOF, the undersigned as caused this instrument to be
executed by its duly authorized officers this day of December,
1996.
CERIDIAN CORPORATION
Attest: By:
Secretary Vice President
2
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CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
1995 REVISION
Seventh Declaration of Amendment
Pursuant to the retained power of amendment contained in Section 10.2 of
the Ceridian Corporation Personal Investment Plan -- 1995 Revision, the
undersigned hereby amends Section 11.16(A) of the Plan to read as
follows:
"(A) The `Eligible Earnings' of a Participant from his or her
Participating Employer for any period is the amount reportable by
the Participating Employer for federal income tax purposes as wages
paid to the Participant for such period, increased by the amount of
Eligible Earnings reductions experienced by the Participant for the
period pursuant to the Plan, any cafeteria plan maintained by the
Participating Employer pursuant to Code section 125 and the Ceridian
Corporation Retirement Plan or Computing Devices International
Retirement Plan, to the extent such reductions are not otherwise
included for that period, and decreased by any amount received by
the Participant during the period as deferred income from a previous
period, expatriation premium, tuition aid reimbursement, relocation
allowance, restricted stock plan awards, any such amount
attributable to the exercise of an option under a stock option plan
maintained by a Participating Employer, any amounts representing
imputed income on account of benefits pursuant to the Code, any
amounts representing severance payments under the Participating
Employer's severance policy and any other amounts of an unusual or
nonrecurring nature, as specified in Plan Rules."
The foregoing amendment is effective as of 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
