<PAGE>
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NEW CERIDIAN CORPORATION
The undersigned, Ronald L. Turner, certifies that he is
Chairman, President and Chief Executive Officer of New Ceridian Corporation, a
corporation organized and existing under the laws of the State of Delaware
(hereinafter called the "Corporation"), and does hereby certify as follows:
1. The current name of the Corporation is New Ceridian Corporation.
2. The name under which the Corporation was originally incorporated was
New Ceridian Corporation and the original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
August 8, 2000
3. This Amended and Restated Certificate of Incorporation was duly
adopted by and in accordance with the provisions of Sections 228, 242 and 245 of
the General Corporation Law of the State of Delaware as set forth in Title 8 of
the Delaware Code.
4. This Amended and Restated Certificate of Incorporation not only
restates and integrates, but also amends the provisions of the Corporation's
Certificate of Incorporation.
5. The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in its entirety as follows:
ARTICLE I
NAME
The name of this corporation is Ceridian Corporation
(hereinafter referred to as the "Corporation").
ARTICLE II
REGISTERED OFFICE
The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle, 19801. The name of the registered agent of
the Corporation at such address is The Corporation Trust Company.
<PAGE>
ARTICLE III
BUSINESS
The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as from time to time amended (the "General
Corporation Law").
ARTICLE IV
AUTHORIZED CAPITAL STOCK
A. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Five Hundred Million, Seven Hundred
Fifty Thousand (500,750,000), consisting of Seven Hundred Fifty Thousand
(750,000) shares of the par value of one cent ($0.01) per share of preferred
stock (the "Preferred Stock"), having a total par value of Seven Thousand Five
Hundred Dollars ($7,500), and Five Hundred Million (500,000,000) shares of
common stock of the par value of one cent ($0.01) per share (the "Common
Stock"), having a total par value of Five Million Dollars ($5,000,000).
B. Shares of Preferred Stock may be issued, from time to time, in
one or more series, with such designations, voting powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors. The Board of Directors, in such resolution or resolutions (a
copy of which shall be filed and recorded as required by law), is also expressly
authorized to fix:
(1) the distinctive serial designations and the division of
such shares into series and the number of shares of a particular
series, which may be increased or decreased, but not below the number
of shares thereof then outstanding, by a certificate made, signed,
filed and recorded as required by law;
(2) the annual dividend rate for the particular series, and
the date or dates from which dividends on all shares of such series
shall be cumulative, if dividends on stock of the particular series
shall be cumulative;
(3) the redemption price or prices for the particular series;
(4) the right, if any, of the holders of a particular series
to convert such stock into other classes of stock, and the terms and
conditions of such conversion to the extent not otherwise herein
provided;
2
<PAGE>
(5) the obligation, if any, of the Corporation to purchase and
retire and redeem shares of a particular series as a sinking fund or
redemption or purchase account, the terms thereof and the redemption
price or prices per share for such series redeemed pursuant to the
sinking fund or redemption account, if shares so redeemed are to be
redeemable at a price or prices other than the redemption price or
prices for shares not so redeemed;
(6) the rights, if any, of the holders of such series of
Preferred Stock upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation or in the event of any
merger or consolidation of or sale of assets by the Corporation; and
(7) the voting powers, if any, of the holders of any series of
Preferred Stock generally or with respect to any particular matter,
which may be less than, equal to or greater than one vote per share,
and which may, without limiting the generality of the foregoing,
include the right, voting as a series by itself or together with the
holders of any other series of Preferred Stock or all series of
Preferred Stock as a class, to elect one or more directors of the
Corporation generally or under such specific circumstances and on such
conditions, as shall be provided in the resolution or resolutions of
the Board of Directors adopted pursuant hereto, including, without
limitation, in the event there shall have been a default in the payment
of dividends on or redemption of any one or more series of Preferred
Stock.
C. (1) In the event of any liquidation, dissolution or
winding-up of the affairs of the Corporation, then, before any
distribution or payment shall have been made to the holders of the
Common Stock, the holders of the Preferred Stock of each series shall
be entitled to be paid, or to have set apart in trust for payment, an
amount equal to that stated and expressed in the resolution or
resolutions adopted by the Board of Directors which provide for the
issue of such series, respectively. The remaining assets of the
Corporation shall be distributed solely among the holders of Common
Stock according to their respective shares.
(2) Except as may otherwise be required by law, and subject to
the provisions of such resolution or resolutions as may be adopted by
the Board of Directors pursuant to Paragraph B of this Article IV
granting the holders of one or more series of Preferred Stock exclusive
voting powers with respect to any matter, each share of Common Stock
shall have one vote on all matters voted upon by the stockholders.
Except where some mandatory provision of law requiring the vote or
consent of the holders of some stated proportion of the shares of any
class of stock or any series of any class of stock shall be controlling
or where this Amended and Restated Certificate of
3
<PAGE>
Incorporation or any amendment hereto shall otherwise provide, the vote
of the holders of all or any portion of any class of stock, as a class,
or of any series of any class of stock, as a series, shall not be
required for any action whatsoever to be taken or authorized by the
stockholders of the Corporation, including any amendment of this
Amended and Restated Certificate of Incorporation.
ARTICLE V
BOARD OF DIRECTORS
A. The business and affairs of the Corporation shall be conducted
and managed by, or under the direction of, the Board of Directors. In
furtherance and not in limitation of the powers conferred on the Board of
Directors by this Amended and Restated Certificate of Incorporation and by the
General Corporation Law, the Board of Directors is specifically authorized to
adopt, amend or repeal the Bylaws of the Corporation, in such form and with such
terms as the Board of Directors may determine. The Bylaws of the Corporation
also may be adopted, amended, altered or repealed by the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of the shares
entitled to vote at an election of directors.
B. The number of directors of the Corporation shall be as from
time to time fixed by the Board of Directors, and such number shall never be
less than three nor more than thirteen. Election of directors need not be by
written ballot unless the Bylaws so provide.
C. A director shall hold office until the next annual meeting and
until his or her successor shall be elected and shall qualify, subject, however,
to prior death, resignation, retirement, disqualification or removal from
office.
D. Subject to the terms of any one or more classes or series of
Preferred Stock, any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled solely by a majority of the
Board of Directors then in office, provided that a quorum is present, and any
other vacancy occurring on the Board of Directors may be filled by a majority of
the Board of Directors then in office, even if less than a quorum, or by a sole
remaining director. Subject to the rights, if any, of the holders of shares of
Preferred Stock then outstanding, any or all of the directors of the Corporation
may be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least a majority of the voting power of
the Corporation's then outstanding capital stock entitled to vote generally in
the election of directors. Notwithstanding the foregoing, whenever the holders
of any one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies and other features of such directorships shall be
governed by the terms of this Amended and Restated Certificate of Incorporation
applicable thereto.
4
<PAGE>
E. The Board of Directors, pursuant to the Bylaws of the
Corporation or by resolution passed by a majority of the then-authorized number
of directors, may designate three or more of their number to constitute an
Executive Committee, which Executive Committee, to the fullest extent permitted
by law and as provided for in said resolution or in the Bylaws of the
Corporation, shall have and may exercise any or all of the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and shall have power to authorize the seal of the Corporation to be affixed to
all papers that may require it.
F. Both stockholders and directors shall have the power to hold
their meetings either inside or outside the State of Delaware, to have one or
more offices in addition to the registered office in Delaware, and to keep the
books of this Corporation (subject to the provisions of the General Corporation
Law) outside of the State of Delaware at such places as may be from time to time
designated by them.
G. This Corporation may, in its Bylaws, confer powers additional
to the foregoing upon the Board of Directors, in addition to the powers and
authorities expressly conferred upon the Board of Directors by the General
Corporation Law.
ARTICLE VI
LIMITATION OF LIABILITY
No director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article VI by the stockholders of
the Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification with
respect to acts or omissions occurring prior to such repeal or modification.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify its directors and officers to the
fullest extent authorized or permitted by law, as now or hereafter in effect,
and such right to indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall inure to the benefit of
his or her heirs, executors and personal and legal representatives;
5
<PAGE>
PROVIDED, HOWEVER, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors. The right to indemnification conferred by this
Article VII shall include the right to be paid by the Corporation the expenses
incurred in defending or otherwise participating in any proceeding in advance of
its final disposition.
The Corporation may, to the extent authorized from time to time by
the Board of Directors, provide rights to indemnification and to the advancement
of expenses to employees and agents of the Corporation similar to those
conferred in this Article VII to directors and officers of the Corporation.
The rights to indemnification and to the advance of expenses
conferred in this Article VII shall not be exclusive of any other right which
any person may have or hereafter acquire under this Amended and Restated
Certificate of Incorporation, the Bylaws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors or otherwise.
Any repeal or modification of this Article VII by the stockholders
of the Corporation shall not adversely affect any rights to indemnification and
to the advancement of expenses of a director or officer of the Corporation
existing at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.
ARTICLE VIII
STOCKHOLDER MEETINGS AND ACTIONS
A. Unless otherwise required by law, special meetings of
stockholders, for any purpose or purposes may be called by either (i) the
Chairman, (ii) the Board of Directors, or (iii) a committee of the Board of
Directors that has been duly designated by the Board of Directors and whose
powers and authority, as expressly provided in a resolution of the Board of
Directors, include the power to call such meetings. The ability of the
stockholders to call a special meeting is hereby specifically denied.
B. The holders of shares of Common Stock shall not have cumulative
voting rights.
C. Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied.
6
<PAGE>
ARTICLE IX
AMENDMENT OF CERTIFICATE
Except as herein otherwise provided, this Corporation reserves the
right to amend, alter, change or repeal any provision in this Amended and
Restated Certificate of Incorporation, in the manner now or hereafter prescribed
by the General Corporation Law, and all rights conferred on stockholders herein
are granted subject to this reservation; PROVIDED, HOWEVER, that,
notwithstanding any other provision of this Amended and Restated Certificate of
Incorporation (and in addition to any other vote that may be required by law),
the affirmative vote of the holders of at least eighty percent (80%) of the
voting power of the shares entitled to vote at an election of directors shall be
required to amend, alter, change or repeal, or to adopt any provision as part of
this Amended and Restated Certificate of Incorporation inconsistent with the
purpose and intent of Articles V, VII and VIII of this Amended and Restated
Certificate of Incorporation or this Article IX.
* * * * * * *
7
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed as of this __ day of _____,
2001 in its name and on its behalf by its Chairman, President and Chief
Executive Officer pursuant to Section 103 of the General Corporation Law of the
State of Delaware.
NEW CERIDIAN CORPORATION
By: _____________________________
Name: Ronald L. Turner
Title: Chairman, President and
Chief Executive Officer
8
