-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U3UCTLKh1KnVHr7+5H6ExKDpfTiFzOqzuoLWP54zZcCcR9NYNscV9lIOS8F+Padf rvXS4/QY/tcUNDLQYQha2Q== 0000109758-97-000009.txt : 19970627 0000109758-97-000009.hdr.sgml : 19970627 ACCESSION NUMBER: 0000109758-97-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 97630064 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 11-K 1 SIP 11-K 12/31/96 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) 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 - 1 - 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 - 2 - CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1996 (Dollars in thousands) 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.
- 3 - CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1995 (Dollars in thousands) 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.
- 4 - 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) 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.
- 5 - 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"). - 6 - 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: Vested Years of Employment Interest Less than 2 years 0% 2 years 40% 3 years 60% 4 years 80% 5 or more years 100%
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. - 7 - 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. - 8 - 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. - 9 - 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: 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
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). - 10 - Schedule 1 CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 (Dollars in thousands) 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
- 11 - 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 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
- 12 - 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 - 13 - 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 - 14 - EX-23 2 EX-23 CONSENT OF INDEPENDENT AUDITORS 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 - 15 - EX-99.2 3 EX-99.2 FOURTH DECLARATION OF AMENDMENT 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)." 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: Vested Years of Service Interest Less Than Two Years 0% Two Years 40% Three Years 60% Four Years 80% Five or More Years 100%
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 (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 Vested Years of Service Interest Less Than Two Years 0% Two Years 40% Three Years 60% Four Years 80% Five or More Years 100%
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 (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 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 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 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: Vested Years of Service Interest Less Than Two Years 0% Two Years 40% Three Years 60% Four Years 80% Five or More Years 100%
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 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 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 (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 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 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 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 EX-99.3 4 EX-99.3 FIFTH DECLARATION OF AMENDMENT 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 (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 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 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 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 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 becoming Disabled will acquire a vested nonforfeitable interest in his or her EAA Employer Contribution Account to the extent provided in the following schedule: Vested Years of Service Interest Less Than Two Years 0% Two Years 40% Three Years 60% Four Years 80% Five or More Years 100%
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 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 (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 EX-99.4 5 EX-99.4 SIXTH DECLARATION OF AMENDMENT 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 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 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: Vested Years of Service Interest Less Than Two Years 0% Two Years 40% Three Years 60% Four Years 80% Five or More Years 100%
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 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 (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 EX-99.5 6 EX-99.5 SEVENTH DECLARATION OF AMENDMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----