<PAGE>





                                                                   EXHIBIT 10.01









                              CERIDIAN CORPORATION
                           DEFERRED COMPENSATION PLAN
                                 (2002 REVISION)














<PAGE>


                              CERIDIAN CORPORATION
                           DEFERRED COMPENSATION PLAN


                                TABLE OF CONTENTS



<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>    <C>    <C>                                                                                              <C>
ARTICLE 1. NAME, PURPOSE, BACKGROUND..............................................................................1
       1.1.   Plan Name...........................................................................................1
       1.2.   Plan Purposes.......................................................................................1
       1.3.   Plan Type...........................................................................................1
       1.4.   Plan Background.....................................................................................1
       1.5.   Applicability.......................................................................................2

ARTICLE 2. PARTICIPATION..........................................................................................3
       2.1.   Eligibility for Participant Deferral Credits........................................................3
       2.2.   Loss of Eligibility For Participant Deferral Credits................................................3
       2.3.   Transfer Among Participating Employers..............................................................4
       2.4.   Multiple Employment.................................................................................4
       2.5.   Eligibility for Restoration Matching Credit.........................................................4
       2.6.   Eligibility for Supplemental Matching Credit........................................................5
       2.7.   Conditions of Participation.........................................................................5
       2.8.   Termination of Participation........................................................................5

ARTICLE 3. BENEFITS...............................................................................................6
       3.1.   Participant Accounts................................................................................6
       3.2.   Participant Deferral Credits........................................................................7
       3.3.   Discretionary Credits...............................................................................8
       3.4.   Restoration Matching Credits........................................................................9
       3.5.   Supplemental Matching Credits.......................................................................9
       3.6.   Earnings Credits....................................................................................9
       3.7.   Vesting............................................................................................13

ARTICLE 4. DISTRIBUTION..........................................................................................14
       4.1.   Distribution to Participant Before Severance or Disability.........................................14
       4.2.   Distribution to Participant After Severance or Disability..........................................15
       4.3.   Distribution to Beneficiary........................................................................19
       4.4.   Nondeductibility...................................................................................21
       4.5.   Payment in Event of Incapacity.....................................................................21
       4.6.   Suspension.........................................................................................21

ARTICLE 5. SOURCE OF PAYMENTS; NATURE OF INTEREST................................................................22
       5.1.   Establishment of Trust.............................................................................22
       5.2.   Source of Payments.................................................................................22
       5.3.   Status of Plan.....................................................................................22
       5.4.   Non-assignability of Benefits......................................................................22

ARTICLE 6. ADOPTION, AMENDMENT, TERMINATION......................................................................23
       6.1.   Adoption...........................................................................................23
       6.2.   Amendment..........................................................................................23
</Table>



                                       i
<PAGE>


                              CERIDIAN CORPORATION
                           DEFERRED COMPENSATION PLAN


                                TABLE OF CONTENTS



<Table>
<Caption>
                                                                                                                Page
                                                                                                                ----
<S>    <C>    <C>                                                                                              <C>
       6.3.   Termination of Participation.......................................................................23
       6.4.   Termination........................................................................................24

ARTICLE 7. CONSTRUCTION, INTERPRETATION AND DEFINITIONS..........................................................25
       7.1.   Cross Reference....................................................................................25
       7.2.   Governing Law......................................................................................25
       7.3.   Headings...........................................................................................25
       7.4.   Number and Gender..................................................................................25
       7.5.   Definitions........................................................................................25

ARTICLE 8. ADMINISTRATION........................................................................................35
       8.1.   Administrator......................................................................................35
       8.2.   Plan Rules.........................................................................................35
       8.3.   Administrator's Discretion.........................................................................35
       8.4.   Specialist's Assistance............................................................................35
       8.5.   Indemnification....................................................................................35
       8.6.   Benefit Claim Procedure............................................................................35
       8.7.   Disputes...........................................................................................36

ARTICLE 9. MISCELLANEOUS.........................................................................................37
       9.1.   Withholdings and Offsets...........................................................................37
       9.2.   Other Benefits.....................................................................................37
       9.3.   No Warranties Regarding Tax Treatment..............................................................37
       9.4.   No Rights to Continued Service Created.............................................................37
       9.5.   Special Provisions.................................................................................37
       9.6.   Successors.........................................................................................37
       9.7.   Arbitron Executive Investment Plan.................................................................37
</Table>




                                       ii
<PAGE>



                              CERIDIAN CORPORATION
                           DEFERRED COMPENSATION PLAN


                                   ARTICLE 1.
                            NAME, PURPOSE, BACKGROUND



1.1.     PLAN NAME. The name of the Plan is the "Ceridian Corporation Deferred
         Compensation Plan."


1.2.     PLAN PURPOSES. The purposes of the Plan are to

         (a)      assist the Participating Employers in attracting and retaining
                  key executives,

         (b)      provide an employer-sponsored tax-deferred capital
                  accumulation vehicle for key executives and members of the
                  Company's board of directors,

         (c)      encourage additional retirement savings by eligible executives
                  and directors, and

         (d)      provide supplemental retirement income to certain highly
                  compensated and key employees of the Participating Employers
                  in amounts that cannot be provided under the qualified
                  retirement plans maintained by the Participating Employers.

1.3.     PLAN TYPE. The Plan is an unfunded plan maintained primarily for the
         purpose of providing deferred compensation for Qualified Directors and
         a select group of management or highly compensated employees. It is
         intended that, with respect to participation by Qualified Directors,
         ERISA will not apply to the Plan and that, with respect to
         participation by Qualified Employees, the Plan is exempt from the
         provisions of Parts 2, 3 and 4 of Subtitle B of Title I of ERISA by
         operation of sections 201(2), 301(a)(3) and 401(a)(4) thereof,
         respectively, and from the provisions of Title IV of ERISA, to the
         extent otherwise applicable, by operation of section 4021(b)(6)
         thereof. The Plan is also intended to be unfunded for tax purposes. The
         Plan will be construed and administered in a manner that is consistent
         with and gives effect to the foregoing.

1.4.     PLAN BACKGROUND.

         (a)      The Company adopted the Plan effective as of January 1, 1995.

         (b)      Effective as of January 1, 1999, the Plan was restated and the
                  name of the Plan was changed from the Ceridian Corporation
                  Deferred Compensation Plan to the Ceridian Corporation
                  Executive Investment Plan. Effective August 1, 2001 the Plan
                  was renamed the Ceridian Corporation Deferred Compensation
                  Plan.

         (c)      In connection with the spin-off by Ceridian Corporation of all
                  of the outstanding common stock of New Ceridian Corporation
                  ("New Ceridian"), a Delaware corporation and wholly owned
                  subsidiary of Ceridian Corporation (the "New Ceridian
                  Spin-off"), the Plan was amended, effective as of March 27,
                  2001, to effect the transfer of sponsorship of the Plan from
                  Ceridian Corporation to New


                                       1
<PAGE>

                  Ceridian Corporation. Following the New Ceridian Spin-off,
                  Ceridian Corporation was renamed Arbitron Inc. and New
                  Ceridian was renamed Ceridian Corporation.

         (d)      Effective January 1, 2003, the Plan was amended and restated
                  to provide Restoration Matching Credits and Supplemental
                  Matching Credits for certain Qualified Employees.

1.5.     APPLICABILITY.

         (a)      The terms of the Plan as restated effective as of January 1,
                  1999 apply only to a Participant who

                  (i)      experiences a Severance or Disability after December
                           31, 1998 and

                  (ii)     elects deferrals pursuant to Section 3.2 for a Plan
                           Year beginning after December 31, 1998 or makes an
                           election pursuant to Section 3.6(i)(iii) to have the
                           entire portion of his or her Participant Deferral
                           Account attributable to deferral credits for Plan
                           Years ending before January 1, 1999 credited with
                           earnings in accordance with Section 3.6 without
                           regard to Section 3.6 (i).

                  By making an election described in clause (ii), a Participant
                  consents to the application of all of the terms of the Plan as
                  restated effective as of January 1, 1999 to his or her entire
                  Account, including the entire portion attributable to deferral
                  credits for Plan Years ending before January 1, 1999.

         (b)      If a credit is made to the Discretionary Account of a
                  Participant to whom the terms of the Plan, as restated
                  effective as of January 1, 1999, are not otherwise applicable,
                  the terms of the Plan as restated effective as of January 1,
                  1999 will apply to the Participant but only with respect to
                  his or her Discretionary Account.

         (c)      Section 3.4, relating to Restoration Matching Credits, is
                  effective January 1, 2003. Section 3.5, relating to
                  Supplemental Matching Credits, is effective January 1, 2003.



                                       2
<PAGE>

                                   ARTICLE 2.
                                  PARTICIPATION



2.1.     ELIGIBILITY FOR PARTICIPANT DEFERRAL CREDITS.

         (a)      First Day of Plan Year.

                  (i)      Qualified Employee. An individual who is a Qualified
                           Employee on the first day of a Plan Year is eligible
                           to defer Base Compensation pursuant to Section 3.2(a)
                           and Annual Bonus pursuant to Section 3.2(b) with
                           respect to the Plan Year.

                  (ii)     Qualified Director. An individual who is a Qualified
                           Director on the first day of a Plan Year is eligible
                           to defer Base Compensation pursuant to Section 3.2(a)
                           with respect to the Plan Year.

         (b)      During Plan Year.

                  (i)      Qualified Employee. An individual who becomes a
                           Qualified Employee after the first day of a Plan Year
                           is eligible to defer Base Compensation pursuant to
                           Section 3.2(a) and Annual Bonus pursuant to Section
                           3.2(b) with respect to the remainder of the Plan
                           Year.

                  (ii)     Qualified Director. An individual who becomes a
                           Qualified Director after the first day of a Plan Year
                           is eligible to defer Base Compensation pursuant to
                           Section 3.2(a) with respect to the remainder of the
                           Plan Year.

2.2.     LOSS OF ELIGIBILITY FOR PARTICIPANT DEFERRAL CREDITS.

         (a)      Reasons.

                  (i)      Ceasing to be Qualified Employee. An Employee
                           Participant will cease to be eligible to defer Base
                           Compensation and Annual Bonus as of the date on which
                           he or she ceases to be a Qualified Employee.

                  (ii)     Ceasing to be a Qualified Director. A Director
                           Participant will cease to be eligible to defer Base
                           Compensation as of the date on which he or she ceases
                           to be a Qualified Director.

                  (iii)    Unforeseeable Emergency. A Participant who, pursuant
                           to Section 3.2(a)(iii) or Section 3.2(b)(iii), has
                           revoked a deferral election in connection with an
                           Unforeseeable Emergency, or pursuant to Section
                           4.1(b), has received a distribution due to an
                           Unforeseeable Emergency, is not eligible to defer
                           Base Compensation or Annual Bonus with respect to the
                           remainder of the Plan Year during which the
                           revocation occurs or the distribution is received, as
                           the case may be, and the immediately following Plan
                           Year.


                                       3
<PAGE>

                  (iv)     Accelerated Distribution. A Participant who, pursuant
                           to Section 4.1(c), has received an accelerated
                           distribution, is not eligible to defer Base
                           Compensation or Annual Bonus with respect to the
                           remainder of the Plan Year during which the
                           distribution is received and the immediately
                           following Plan Year.

                  (v)      401(k) Hardship Withdrawal. A Qualified Employee who
                           receives a hardship withdrawal from a 401(k) plan
                           maintained by a Participating Employer, or by any
                           other employer required to be aggregated with the
                           Participating Employer under Code section 414(b),
                           (c), (m) or (o), is not eligible to defer Base
                           Compensation or Annual Bonus under the Plan to the
                           extent required to comply with the terms of the
                           401(k) Plan.

         (b)      Affect on Deferral Elections. An Active Participant who,
                  pursuant to Subsection (a), loses his or her eligibility to
                  defer for a Plan Year is not eligible for further deferral
                  credits relating to deferral elections made pursuant to
                  Section 3.2 for the Plan Year other than credits relating to
                  Base Compensation with respect to the period before the loss
                  of eligibility, and any other Base Compensation or Annual
                  Bonus that would have otherwise been deferred in connection
                  with a deferral election made pursuant to Section 3.2 for the
                  Plan Year will be paid to the Participant as if he or she had
                  not made the deferral election.

2.3.     TRANSFER AMONG PARTICIPATING EMPLOYERS. An Employee Participant who
         transfers employment from one Participating Employer to another
         Participating Employer and who continues to be a Qualified Employee
         after the transfer will, for the duration of the Plan Year during which
         the transfer occurs, continue to participate in Participant Deferral
         Credits pursuant to Section 3.2 of the Plan, in accordance with the
         deferral election in effect for the portion of the Plan Year before the
         transfer, as a Qualified Employee of such other Participating Employer.

2.4.     MULTIPLE EMPLOYMENT. An Employee Participant who is simultaneously
         employed as a Qualified Employee with more than one Participating
         Employer will participate in the Plan as a Qualified Employee of all
         such Participating Employers on the basis of a single deferral election
         pursuant to Section 3.2 applied ratably to his or her Base Compensation
         from each Participating Employer and applied ratably to his or her
         Annual Bonus from each Participating Employer if the Annual Bonus
         deferral election was made in a dollar amount or applied separately to
         his or her Annual Bonus from each Participating Employer if the
         election was made in a percentage.

2.5.     ELIGIBILITY FOR RESTORATION MATCHING CREDIT. Each Qualified Employee
         who, for the Plan Year, elected to contribute, and had contributed on
         his or her behalf to the Qualified 401(k) Plan the maximum pre-tax
         elective deferral amount permitted under such plan (but not including
         catch-up contributions permitted under Code section 414(v)), is
         eligible to receive a Restoration Matching Credit. A Qualified Employee
         is not entitled to receive a Restoration Matching Credit for a Plan
         Year if he or she has a Severance, other than on account of death or
         Disability, on or before the last day of the Plan Year.




                                       4
<PAGE>

2.6.     ELIGIBILITY FOR SUPPLEMENTAL MATCHING CREDIT. A Qualified Employee is
         eligible to receive a Supplemental Matching Credit for a Plan Year
         pursuant to Section 3.5 if he or she

         (a)      is eligible to receive a Restoration Matching Credit for the
                  Plan Year;

         (b)      is an executive officer of the Company or an Affiliate; and

         (c)      has been designated by the Compensation and Human Resources
                  Committee of the Board of Directors of the Company as eligible
                  to receive a Supplemental Matching Credit.

2.7.     CONDITIONS OF PARTICIPATION. Each Qualified Employee and Qualified
         Director, as a condition of participation in the Plan, is bound by all
         the terms and conditions of the Plan and the Plan Rules, and must
         furnish to the Administrator such pertinent information and execute
         such election forms and other instruments as the Administrator or Plan
         Rules may require by such dates as the Administrator or Plan Rules may
         establish. All elections, directions, designations and similar actions
         required in connection with the Plan must be made in accordance with
         and are subject to the terms of the Plan and Plan Rules.

2.8.     TERMINATION OF PARTICIPATION. A Participant will cease to be a
         Participant as of the date on which he or she is not then eligible to
         make deferrals or to receive a Restoration Matching Credit and his or
         her entire Account balance has been distributed.



                                       5
<PAGE>

                                   ARTICLE 3.
                                    BENEFITS



3.1.     PARTICIPANT ACCOUNTS.

         (a)      Participant Deferral Account. For each Participant who elects
                  deferrals pursuant to Section 3.2, the Administrator will
                  establish and maintain a Participant Deferral Account.

         (b)      Discretionary Account. For each Participant for whom a
                  Participating Employer elects to make a discretionary credit
                  pursuant to Section 3.3, the Administrator will establish and
                  maintain a Discretionary Account.

         (c)      Restoration Matching Account. For each Participant who is
                  eligible to receive a Restoration Matching credit pursuant to
                  Section 3.4, the Administrator will establish and maintain a
                  Restoration Matching Account.

         (d)      Supplemental Matching Account. For each Participant who is
                  eligible to receive a Supplemental Matching Credit pursuant to
                  Section 3.5, the Administrator will establish and maintain a
                  Supplemental Matching Account.

         (e)      Subaccounts.

                  (i)      Multiple Participating Employers. If an Employee
                           Participant makes deferrals with respect to Base
                           Compensation or Annual Bonus from more than one
                           Participating Employer, or receives discretionary
                           credits attributable to service with more than one
                           Participating Employer, amounts attributable to each
                           Participating Employer will be credited to separate
                           subaccounts within the appropriate Account.

                  (ii)     Prime Rate Earnings Method. The portion of a
                           Participant's Participant Deferral Account balance
                           with respect to which earnings credits are made
                           pursuant to Section 3.6(i) will be credited to a
                           separate subaccount within the Account if deferrals
                           are credited to the Account pursuant to Section 3.2
                           for any Plan Year beginning after December 31, 1998.

                  (iii)    Multiple Vesting Schedules. If a Participating
                           Employer specifies different vesting schedules
                           applicable to discretionary credits made pursuant to
                           Section 3.3, or has different vesting schedules for
                           supplemental matching credits under Section 3.7(c),
                           the Administrator will maintain separate subaccounts
                           within the Participant's Discretionary Account and
                           Supplemental Matching Account, each of which will
                           evidence amounts credited to the Account pursuant to
                           Section 3.3 or 3.5 with respect to which the
                           applicable vesting schedule or vested interest is
                           identical.

                  (iv)     Grandfathered Distribution Elections. If a
                           Participant made distribution elections under the
                           provisions of the Plan in effect prior to January 1,
                           1999


                                       6
<PAGE>

                           pursuant to which distributions are scheduled to be
                           made or to begin before January 1, 2001, the
                           Administrator will maintain separate subaccounts
                           within the Participant's Participant Deferral Account
                           each of which will evidence amounts credited to the
                           Account pursuant to any such election with respect to
                           which the Participant has elected an identical form
                           and timing of distribution.

3.2.     PARTICIPANT DEFERRAL CREDITS.

         (a)      Base Compensation. Base Compensation deferrals will be made in
                  accordance with the following rules:

                  (i)      An Active Participant may elect to defer all or any
                           portion of his or her Base Compensation for a Plan
                           Year. Unless the Participant revokes the election
                           pursuant to clause (iii), the election will remain in
                           effect through the end of the last pay period that
                           ends during the Plan Year. Plan Rules may specify
                           minimum and maximum deferral amounts for a Plan Year,
                           payroll periods or both.

                  (ii)     An election made pursuant to this subsection will be
                           effective at the time and in the manner specified in
                           Plan Rules after the Administrator receives a
                           complete and accurate election provided receipt is
                           prior to the first day of the Plan Year to which the
                           election relates or, in the case of an individual who
                           becomes a Qualified Employee or a Qualified Director
                           after the first day of a Plan Year, within 30 days
                           after he or she becomes a Qualified Employee or
                           Qualified Director.

                  (iii)    An Active Participant may revoke a deferral election
                           made pursuant to this subsection after the election
                           becomes effective if, and only if, the Participant
                           submits a request to the Administrator in the manner
                           specified in Plan Rules and the Administrator
                           determines that the Participant has experienced an
                           Unforeseeable Emergency. The revocation will be
                           effective as soon as administratively practicable
                           after the Administrator's determination that the
                           Participant has experienced an Unforeseeable
                           Emergency.

                  (iv)     Any election or revocation pursuant to this
                           subsection applies only to Base Compensation relating
                           to services performed after the effective date of the
                           election or revocation.

         (b)      Annual Bonus. Annual Bonus deferrals by an Employee
                  Participant will be made in accordance with the following
                  rules:

                  (i)      An Employee Participant may elect to defer all or any
                           portion of his or her Annual Bonus for the Plan Year
                           from a minimum percentage or dollar amount to a
                           maximum percentage or dollar amount, as specified in
                           Plan Rules.


                                       7
<PAGE>

                  (ii)     An election made by an Employee Participant pursuant
                           to this subsection will be effective at the time and
                           in the manner specified in Plan Rules after the
                           Administrator receives a complete and accurate
                           election provided receipt is prior to the last day of
                           the Plan Year immediately preceding the Plan Year in
                           which the Annual Bonus is earned or, in the case of
                           an individual who becomes a Qualified Employee after
                           the first day of a Plan Year, within 30 days after he
                           or she becomes a Qualified Employee.

                  (iii)    An Active Participant may revoke a deferral election
                           made pursuant to this subsection after the election
                           becomes effective if, and only if, the Participant
                           submits a request to the Administrator at the time
                           and in the manner specified in Plan Rules and the
                           Administrator determines that the Participant has
                           experienced an Unforeseeable Emergency. The
                           revocation will be effective as soon as
                           administratively practicable after the
                           Administrator's determination that the Participant
                           has experienced an Unforeseeable Emergency.

                  (iv)     Any election pursuant to this subsection for a Plan
                           Year by an Employee Participant who becomes a
                           Qualified Employee after the first day of the Plan
                           Year applies only to the portion of the Annual Bonus
                           relating to services performed after the effective
                           date of the election, as determined by the
                           Administrator.

         (c)      Administrative Reduction. The Administrator may reduce the
                  amount of any deferral that would otherwise be made pursuant
                  to this section to the extent determined by the Administrator
                  to be necessary to effect any required payroll withholding,
                  contributions or deferrals pursuant to any other plan
                  maintained by any Affiliate or any other deductions.

         (d)      Timing of Credits. Deferrals of an Active Participant's Base
                  Compensation and Annual Bonus pursuant to this section will be
                  credited to his or her Participant Deferral Account not later
                  than the last day of the calendar month first following the
                  date on which the Participant would have otherwise received
                  the Base Compensation or Annual Bonus but for his or her
                  deferral election pursuant to this section.

3.3.     DISCRETIONARY CREDITS. A Participating Employer may from time to time
         credit the Discretionary Account of any Participant with an amount
         determined by the Participating Employer. If a Participating Employer
         chooses to make such a credit, the Administrator will in accordance
         with Plan Rules provide the Participant with a notice that specifies
         the amount of the credit, the timing of the credit, any conditions that
         the Participant must satisfy to be entitled to the credit and how the
         Participant will become vested in the portion of his or her
         Discretionary Account attributable to the credit. Credits pursuant to
         this section will be made, if at all, on a Participant-by-Participant
         basis. If a Participating Employer chooses to credit the Discretionary
         Account of a Participant, the Participating Employer is not, as a
         result, required to make any credit to the Discretionary Account of any
         other Participant, whether or not he or she is otherwise similarly
         situated.


                                       8
<PAGE>

3.4.     RESTORATION MATCHING CREDITS. As of the last day of the Plan Year, the
         Administrator shall credit to the Restoration Matching Account of each
         Employee Participant who satisfies the eligibility requirements of
         Section 2.5 an amount equal to the Participant's Matching Percentage
         multiplied by the amount of the Participant's Earnings which is in
         excess of the Code section 401(a)(17) limit in effect on the first day
         of the Plan Year.

3.5.     SUPPLEMENTAL MATCHING CREDITS.

         (a)      As of the last day of the Plan Year, the Administrator shall
                  credit to the Supplemental Matching Account of each Employee
                  Participant who satisfies the eligibility requirements of
                  Section 2.6, an amount equal to two (2) times the
                  Participant's Matching Percentage multiplied by the
                  Participant's Total Compensation.

         (b)      Supplemental Matching Credits are subject to the vesting
                  provisions of Section 3.7(c).

3.6.     EARNINGS CREDITS.

         (a)      Designation of Investment Funds. The Administrator will
                  designate two or more investment funds which will serve as the
                  basis for determining adjustments pursuant to this section.
                  The Administrator may, from time to time, designate additional
                  investment funds or eliminate any previously designated
                  investment funds. The designation or elimination of a fund
                  pursuant to this subsection is not a Plan amendment. The
                  Administrator will not be responsible in any manner to any
                  Participant or other person for any damages, losses,
                  liabilities, costs or expenses of any kind arising in
                  connection with any designation or elimination of an
                  investment fund.

         (b)      Participant Direction. A Participant must direct the manner in
                  which amounts credited to his or her Account pursuant to
                  Section 3.2, 3.3, 3.4 or 3.5 will be deemed to be invested
                  among the investment funds designated pursuant to Subsection
                  (a). Amounts will be deemed to be invested in accordance with
                  the Participant's direction on or as soon as administratively
                  practicable after the date as of which the amounts are
                  credited to the Participant's Account. Amounts credited under
                  Sections 3.3, 3.4 and 3.5 to the Discretionary Account, the
                  Restoration Matching Account and the Supplemental Matching
                  Account, respectively, may not be directed into the Company
                  Stock Fund. If a Participant fails to direct the manner in
                  which amounts credited to his or her Account will be deemed to
                  be invested, then the Administrator will treat the Account as
                  invested in the default investment fund(s) as determined in
                  accordance with Plan Rules.

         (c)      Change in Direction for Future Credits. A Participant may
                  direct a change in the manner in which future credits to his
                  or her Account pursuant to Section 3.2, 3.3, 3.4 or 3.5 will
                  be deemed to be invested among the investment funds designated
                  pursuant to Subsection (a). The direction will be effective
                  for amounts credited to the Participant's Account pursuant to
                  Section 3.2, 3.3, 3.4 or 3.5 at the time and in

                                       9
<PAGE>

                  the manner specified in Plan Rules after the date on which the
                  Administrator receives the direction from the Participant.

         (d)      Change in Direction for Existing Account Balance. A
                  Participant may direct a change in the manner in which his or
                  her existing Account balance is deemed to be invested among
                  the investment funds designated pursuant to Subsection (a).
                  The direction will be effective at the time and in the manner
                  specified in Plan Rules after the date on which the
                  Administrator receives the direction from the Participant.

         (e)      Account Adjustment. The Administrator will cause Participants'
                  Accounts to be separately adjusted as of each Valuation Date,
                  in a manner determined by the Administrator to be uniform and
                  equitable, to reflect the income, expense, gains, losses, fees
                  and the like that would have resulted since the last Valuation
                  Date had the Participant's investment directions pursuant to
                  this section actually been implemented. To the extent
                  determined by the Administrator to be necessary in conjunction
                  with any distribution pursuant to the Plan, the Administrator
                  will cause the Account from which the distribution is to be
                  made to be adjusted to reflect a good faith estimate by the
                  Administrator of any fees and other expenditures payable after
                  the date of the distribution in connection with deemed
                  investment activity in the Account through and including the
                  date of the distribution. Any such estimate is binding on the
                  Participating Employer and the person to whom the distribution
                  is made.

         (f)      Administrator's Obligations and Responsibilities. The sole
                  obligation of the Administrator with respect to the
                  designation or elimination of any investment fund designated
                  pursuant to Subsection (a) is to act in accordance with the
                  express terms of Subsection (a). By way of example and without
                  limiting the previous sentence, the Administrator is not
                  required, and no course of conduct will cause it to be
                  required, to investigate or monitor any designated fund to any
                  extent or for any purpose or to take or refrain from taking
                  any action with respect to a fund because of any aspect of the
                  performance of the fund. The designation of a limited number
                  of investment funds is solely for administrative convenience
                  and in no way reflects any endorsement of any such funds by
                  the Administrator.

         (g)      Deemed Investment. Trust assets are not required to be
                  invested in accordance with a Participant's directions and the
                  balance of all Accounts pursuant to the Plan will be
                  determined pursuant to this section and other applicable
                  sections of the Plan without regard to the actual amount of
                  Trust assets.

         (h)      Participant Responsibilities. Each Participant is solely
                  responsible for any and all consequences of his or her
                  investment directions made pursuant to this section. Neither
                  any Participating Employer, any of its directors, officers or
                  employees nor the Administrator has any responsibility to any
                  Participant or other person for any damages, losses,
                  liabilities, costs or expenses of any kind arising in
                  connection with any investment direction made by the
                  Participant pursuant to this section.


                                       10
<PAGE>

         (i)      Prime Rate Method.

                  (i)      General. The entire portion of a Participant's
                           Participant Deferral Account attributable to deferral
                           credits for Plan Years ending before January 1, 1999
                           will be credited with earnings in accordance with
                           clause (ii) unless the Participant elects not to have
                           this subsection apply in accordance with clause
                           (iii).

                  (ii)     Method. As of the last day of each calendar month,
                           the Administrator will, in accordance with Plan
                           Rules, credit the Participant Deferral Account of
                           each Participant to whom this clause applies with
                           earnings in an amount equal to the "applicable
                           percentage" of the average daily balance of the
                           Account for the month. The applicable percentage for
                           a given month is the monthly equivalent of the annual
                           prime rate of interest in effect on the first banking
                           day of the month as reported in The Wall Street
                           Journal or other national financial publication
                           selected by the Administrator.

                  (iii)    Election. A Participant who is an Active Participant
                           on January 1, 1999 may make a one time irrevocable
                           election to have the entire portion of his or her
                           Participant Deferral Account attributable to deferral
                           credits for Plan Years ending before January 1, 1999
                           credited with earnings in accordance with the other
                           provisions of this section without regard to this
                           subsection. The election must be made on a form
                           provided by the Administrator, must specify the
                           investment funds or funds in which his or her
                           Participant Deferral Account will be deemed to be
                           invested as of the effective date of the direction
                           and must be received by the Administrator on a date
                           specified in Plan Rules which is not later than
                           December 31, 1998. The election will be effective on
                           or as soon as administratively practicable after
                           January 1, 1999. If a Participant fails to make an
                           election pursuant to this clause, the Participant
                           will not have any other opportunity to change the
                           method for crediting earnings to the portion of his
                           or her Participant Deferral Account attributable to
                           deferral credits for Plan Years ending before January
                           1, 1999.

         (j)      Company Stock Fund. Effective as of August 1, 2001, the
                  Company Stock Fund will be one of the designated investment
                  funds under Subsection (a); provided, however, it is not a
                  designated investment fund for amounts credited under the
                  Discretionary Account, the Restoration Matching Account or the
                  Supplemental Matching Account. This subsection contains
                  special rules applicable to the Company Stock Fund. Unless
                  otherwise expressly provided in this subsection, the Company
                  Stock Fund is subject to all of the provisions of the Plan
                  applicable to other designated investment funds including,
                  without limitation, the other subsections of this section.

                  (i)      Description. The Company Stock Fund will be deemed to
                           be invested in Company Stock.


                                       11
<PAGE>

                  (ii)     Eligibility. To be eligible to direct to have his or
                           her Account deemed to be invested in the Company
                           Stock Fund, a Participant must be an Employee
                           Participant who is either covered by the Company's
                           executive stock ownership guidelines or selected by
                           the Compensation and Human Resources Committee of the
                           Company's Board. A Participant who is selected by the
                           Compensation and Human Resources Committee of the
                           Company's Board will be eligible to direct to have
                           his or her Account deemed to be invested in the
                           Company Stock Fund effective as of a date specified
                           in a written notice provided to the Participant by
                           the Administrator.

                  (iii)    Deemed Investments. All deemed investments in the
                           Company Stock Fund, whether pursuant to Subsection
                           (b), (c) or (d), will be effective as of the last day
                           of the calendar month that first follows by at least
                           10 days (or such shorter period as Plan Rules may
                           allow) the date on which (1) the Administrator
                           receives the direction from the Participant or (2) in
                           the case of such a direction pursuant to Subsection
                           (b) relating to amounts credited to the Participant's
                           Account after the effective date of the direction
                           pursuant to Subsection (b) and before the effective
                           date of a change in the direction pursuant to
                           Subsection (c), the date as of which the amounts are
                           credited to the Participant's Account. Deemed
                           investments in the Company Stock Fund will be
                           reflected in full and fractional shares of Company
                           Stock. The conversion of dollar denominated credits
                           into shares in connection with any deemed investment
                           in the Company Stock Fund will be made by dividing
                           the dollar amount of the deemed investment by the
                           Price per Share on the effective date of the deemed
                           investment.

                  (iv)     Company Stock Premium. A Participant who makes a
                           deemed investment in the Company Stock Fund is
                           entitled to an additional credit in an amount equal
                           to 15 percent of the dollar value of the
                           Participant's deemed investment (the "Company Stock
                           Premium"). The dollar value of the Company Stock
                           Premium will be converted into full and fractional
                           shares of Company Stock in accordance with clause
                           (iii) and the shares will be credited to the
                           Participant's Account within the Company Stock Fund
                           as of the effective date of the deemed investment to
                           which the Company Stock Premium relates.

                  (v)      Vesting of Company Stock Premium. A Participant will
                           acquire a fully vested nonforfeitable right to any
                           Company Stock Premium credited to his or her Account
                           as of the first Vesting Date within a Plan Year,
                           provided that the Participant remains continuously
                           employed with the Company and its Affiliates from the
                           date as of which the Company Stock Premium is
                           credited to his or her Account through the Vesting
                           Date.

                           If a Participant's Severance occurs prior to the
                           Vesting Date with respect to any Company Stock
                           Premium, the Company Stock Premium (and any
                           additional shares credited to the Participant's
                           Account in accordance with

                                       12

<PAGE>

                           clause (vii) reflecting dividends attributable to the
                           Company Stock Premium) will be permanently and
                           completely forfeited as of his or her Severance date
                           and the Participant will have no right to the
                           forfeited amounts.

                  (vi)     Transfer Restrictions. A Participant may not direct a
                           transfer out of the Company Stock Fund pursuant to
                           Subsection (d) at any time.

                  (vii)    Dividends. If the Company pays dividends on Company
                           Stock, Accounts that are deemed to be invested in the
                           Company Stock Fund will be adjusted to reflect the
                           dividend in accordance with Plan Rules.

3.7.     VESTING.

         (a)      Subject to the rules of Section 3.6(j)(v) regarding vesting of
                  the Company Stock Premium, each Participant always has a fully
                  vested nonforfeitable interest in his or her Participant
                  Deferral Account and his or her Matching Restoration Account.

         (b)      Each Participant will acquire a vested nonforfeitable interest
                  in the portion of his or her Discretionary Account
                  attributable to a credit made pursuant to Section 3.3 to the
                  extent specified by the Administrator in the notice provided
                  in connection with the credit in accordance with Section 3.3.

         (c)      With respect to any amount credited to the Participant's
                  Supplemental Matching Account (and related earnings credits)
                  as of a date within a given Plan Year, the Participant shall
                  vest one-third each Plan Year and only as of the last day of
                  each such Plan Year over the three year period that starts on
                  the first day of the Plan Year for which the supplemental
                  matching credit is credited to the Participant's Account.
                  Notwithstanding the foregoing, each Participant will acquire a
                  vested nonforfeitable interest in credits to his or her
                  Supplemental Matching Account (and related earnings credits)
                  as of (i) the effective date of a Change of Control, (ii) the
                  date of the Participant's death, (iii) the effective date of
                  the Participant's Disability, (iv) attainment of age 65, or
                  (v) attainment of age 55 and completion of at least 10 years
                  of Vesting Service. If a Participant's Severance occurs prior
                  to the date on which a credit under the Supplemental Matching
                  Account becomes vested, such amount will be immediately,
                  permanently and completely forfeited as of his or her
                  Severance Date and the Participant will have no right to the
                  forfeited amounts.



                                       13
<PAGE>

                                   ARTICLE 4.
                                  DISTRIBUTION


4.1.     DISTRIBUTION TO PARTICIPANT BEFORE SEVERANCE OR DISABILITY.

         (a)      In-Service Distributions.

                  (i)      Each Participant will be provided with one
                           opportunity to elect to receive a distribution of all
                           or any portion of his or her Participant Deferral
                           Account as of a specified date or dates prior to his
                           or her Severance date or Disability. The election
                           must be made in conjunction with the first deferral
                           election that the Participant makes pursuant to
                           Section 3.2 that relates to a Plan Year beginning
                           after December 31, 1998. The Participant will not
                           have any other opportunity to make an election
                           pursuant to this subsection.

                  (ii)     The first distribution date specified in an election
                           made pursuant to clause (i) may not be before the
                           first day of the second Plan Year after the Plan Year
                           to which the deferral election relates. A Participant
                           may not specify more than one distribution date per
                           Plan Year.

                  (iii)    A Participant will be provided with one opportunity
                           to elect to either delay or cancel each date
                           specified in an election made pursuant to clause (i).
                           An election pursuant to this clause will not be valid
                           and will not have any effect unless it is made on a
                           properly completed form received by the Administrator
                           before the first day of the Plan Year immediately
                           preceding the Plan Year that includes the
                           distribution date originally specified.

                  (iv)     If the Participant experiences a Severance or
                           Disability before a specified date, the Participant's
                           election pursuant to this subsection will become
                           ineffective on his or her Severance date or
                           Disability and distribution of his or her remaining
                           Account balance will be made pursuant to Section 4.2
                           or 4.3, as the case may be.

                  (v)      Any distribution pursuant to this subsection will be
                           made in a lump sum cash payment on or as soon as
                           administratively practicable after the date specified
                           by the Participant. If the Participant elected a
                           specific dollar amount, the amount of the
                           distribution will be the specified amount or the
                           balance of the Participant's Participant Deferral
                           Account as of the Valuation Date coinciding with or
                           immediately preceding the date on which the payment
                           is made (reduced by the amount of any other
                           distribution from the Account after that Valuation
                           Date), whichever is less. If the Participant elected
                           a specific percentage of the Participant Deferral
                           Account, the amount of the distribution will be the
                           specified percentage of the Participant's Participant
                           Deferral Account as of the Valuation Date coinciding
                           with or immediately preceding the date on which the
                           payment

                                       14
<PAGE>

                           is made (reduced by the amount of any other
                           distribution from the Account after that Valuation
                           Date).

         (b)      Withdrawals Due to Unforeseeable Emergency. Prior to a
                  Participant's Severance date or Disability, a distribution
                  will be made to a Participant from his or her Participant
                  Deferral Account if the Participant submits a written
                  distribution request to the Administrator and the
                  Administrator determines that the Participant has experienced
                  an Unforeseeable Emergency. The amount of the distribution may
                  not exceed the lesser of (a) the amount necessary to satisfy
                  the emergency, as determined by the Administrator, and (b) the
                  balance of the Participant Deferral Account as of the
                  Valuation Date coinciding with or immediately preceding the
                  date of the distribution (reduced by the amount of any other
                  distribution from the Account after that Valuation Date). The
                  distribution will be made in the form of a lump sum cash
                  payment as soon as administratively practicable after the
                  Administrator's determination that the Participant has
                  experienced an Unforeseeable Emergency.

         (c)      Accelerated Distribution. Prior to a Participant's Severance
                  date or Disability, the Participant may elect to receive a
                  distribution in an amount equal to 90 percent of his or her
                  Participant Deferral Account balance as of the Valuation Date
                  coinciding with or immediately preceding the date on which the
                  payment is made (reduced by the amount of any other
                  distribution from the Account after that Valuation Date), and
                  the remaining 10 percent balance of the Participant Deferral
                  Account will be permanently forfeited as of that Valuation
                  Date. The distribution will be made in the form of a lump sum
                  cash payment as soon as administratively practicable after the
                  Participant's properly completed written election is filed
                  with the Administrator.

         (d)      Reduction of Account Balance. The balance of the Participant's
                  Participant Deferral Account will be reduced (but not below
                  zero) by the amount of the distribution as of the beginning of
                  the next day after the Valuation Date coinciding with or last
                  preceding the date of the distribution.

         (e)      No Distributions From Company Stock Fund. A Participant is not
                  entitled to receive a distribution pursuant to this section of
                  any portion of his or her Account that is deemed to be
                  invested in the Company Stock Fund pursuant to Section 3.4(j).
                  Accordingly, in connection with any distribution made to a
                  Participant pursuant to this section, the portion of the
                  Participant's Account that is deemed to be invested in the
                  Company Stock Fund will be disregarded.

4.2.     DISTRIBUTION TO PARTICIPANT AFTER SEVERANCE OR DISABILITY.

         (a)      Time. Distribution to a Participant will be made or commence
                  on or as soon as administratively practicable after the date
                  of the Participant's Disability, Retirement, or other
                  Severance.

         (b)      Form.


                                       15
<PAGE>

                  (i)      Severance Before Retirement or Disability. Upon a
                           Participant's Severance before his or her Retirement
                           or Disability, distribution to the Participant will
                           be made in the form of a lump sum cash payment.

                  (ii)     Retirement or Disability. Upon a Participant's
                           Retirement or Disability, distribution to the
                           Participant will be made in the form of a lump sum
                           cash payment unless (1) the Participant made a
                           written election, on a form provided by the
                           Administrator, to receive his or her distribution in
                           the form of five, 10 or 15 annual installment cash
                           payments and (2) his or her properly completed
                           election form is filed with the Administrator before
                           the first day of the Plan Year immediately preceding
                           the Plan Year that includes his or her Retirement or
                           Disability. Not more than once during any 12-month
                           period, a Participant may change an election made
                           pursuant to this subsection, but the change will not
                           be valid and will not have any effect unless it is
                           made on a properly completed form received by the
                           Administrator before the first day of the Plan Year
                           immediately preceding the Plan Year that includes the
                           Participant's Retirement or Disability. Until an
                           election becomes effective, it will have no effect on
                           any prior election whether or not such prior election
                           became effective before or after the Administrator
                           received the later election. When an election becomes
                           effective, it will automatically supersede any prior
                           election then in effect.

                  (iii)    Company Stock. To the extent that a Participant's
                           Account is deemed to be invested in whole shares of
                           Company Stock, at the time of a distribution to the
                           Participant pursuant to this section, the
                           distribution will be made to the Participant in whole
                           shares of Company Stock. Any fractional share will be
                           valued based on the Price per Share on the date of
                           the distribution and the value of the fractional
                           share will be distributed to the Participant in cash.

         (c)      Amount.


                  (i)      Lump Sum. The amount of a lump sum payment from a
                           Participant's Account will be equal to the vested
                           balance of the Account as of the Valuation Date
                           coinciding with or immediately preceding the date on
                           which the payment is made (reduced by the amount of
                           any other distribution from the Account after that
                           Valuation Date).

                  (ii)     Installments. The amount of an installment payment
                           from a Participant's Account will be determined by
                           dividing the vested balance of the Account as of the
                           Valuation Date coinciding with or immediately
                           preceding the date on which the payment is made
                           (reduced by the amount of any other distribution from
                           the Account after that Valuation Date) by the total
                           number of remaining payments (including the current
                           payment). The undistributed portion of an Account
                           distributed in the form of installment payments will
                           continue to be credited with earnings in accordance
                           with Section 3.6.



                                       16
<PAGE>

         (d)      Special Rules. The provisions of this subsection apply
                  notwithstanding Subsection (a), (b) or (c) or any election by
                  a Participant to the contrary.

                  (i)      Divestitures.

                           (1)      If some or all of the assets of a
                                    Participating Employer are sold or otherwise
                                    disposed of to an unrelated third party, the
                                    Administrator may, but is not required to,
                                    cause to be distributed the Account of any
                                    Employee Participant whose employment with
                                    all Affiliates is terminated in connection
                                    with the sale or disposition unless the
                                    acquirer adopts a successor plan which is
                                    substantially similar to the Plan in all
                                    material respects and expressly assumes the
                                    Participating Employer's obligation to
                                    provide benefits to the Participant, in
                                    which case the Participating Employer will
                                    cease to have any obligation to provide
                                    benefits to the Participant pursuant to the
                                    Plan as of the effective date of the
                                    assumption. Any such distribution will be
                                    made in the form of a lump sum cash payment
                                    as soon as administratively practicable
                                    after the date of the sale or disposition.
                                    The amount of the payment will be determined
                                    in accordance with Subsection (c).

                           (2)      If a Participating Employer ceases to be an
                                    Affiliate, unless otherwise provided in an
                                    agreement between an Affiliate and the
                                    Participating Employer or an Affiliate and
                                    an unrelated third-party acquirer:

                                    (A)      a Participant who is employed with
                                             the Participating Employer or

                                    (B)      a Participant who is not employed
                                             with the Participating Employer but
                                             has an Account balance attributable
                                             to service with the Participating
                                             Employer as a Qualified Employee

                                    will not become entitled to his or her
                                    Account balance attributable to service with
                                    the Participating Employer as a Qualified
                                    Employee solely as a result of the cessation
                                    and the Participating Employer will, after
                                    the date on which it ceases to be an
                                    Affiliate, continue to be solely responsible
                                    to provide benefits to the Participant at
                                    least equal to the balance of the Account as
                                    of the effective date of the cessation and
                                    as thereafter increased by deferral credits
                                    relating to the period before the effective
                                    date and earnings credits pursuant to
                                    Section 3.6.

                  (ii)     Withdrawals Due to Unforeseeable Emergency. If a
                           Participant is receiving installment payments, a
                           distribution will be made to a Participant from his
                           or her Participant Deferral Account if the
                           Participant


                                       17
<PAGE>

                           submits a written distribution request to the
                           Administrator and the Administrator determines that
                           the Participant has experienced an Unforeseeable
                           Emergency. The amount of the distribution may not
                           exceed the lesser of (a) the amount necessary to
                           satisfy the emergency, as determined by the
                           Administrator, and (b) the balance of the Participant
                           Deferral Account as of the Valuation Date coinciding
                           with or immediately preceding the date of the
                           distribution (reduced by the amount of any other
                           distribution from the Account after that Valuation
                           Date). The distribution will be made in the form of a
                           lump sum cash payment as soon as administratively
                           practicable after the Administrator's determination
                           that the Participant has experienced an Unforeseeable
                           Emergency.

                  (iii)    Accelerated Distribution. If a Participant is
                           receiving installment payments, the Participant may
                           elect to receive a distribution in an amount equal to
                           90 percent of his or her Participant Deferral Account
                           balance as of the Valuation Date coinciding with or
                           immediately preceding the date on which the payment
                           is made (reduced by the amount of any other
                           distribution from the Account after that Valuation
                           Date), and the remaining 10 percent balance of the
                           Participant Deferral Account will be permanently
                           forfeited as of that Valuation Date. The distribution
                           will be made in the form of a lump sum cash payment
                           as soon as administratively practicable after the
                           Participant's properly completed written election is
                           filed with the Administrator.

         (e)      Reduction of Account Balance. The balance of the Account from
                  which a distribution is made will be reduced (but not below
                  zero) by the amount of the distribution as of the beginning of
                  the next day after the Valuation Date coinciding with or last
                  preceding the date of the distribution.

         (f)      Transition Rules.

                  (i)      Severance or Disability Before 1999. Any distribution
                           to a Participant who experienced a Severance or
                           Disability before January 1, 1999 will be made in its
                           entirety in the form elected by the Participant under
                           the provisions of the Plan in effect prior to January
                           1, 1999.

                  (ii)     Active Participants on January 1, 1999. Subject to
                           Section 1.5, in the case of a Participant who is an
                           Active Participant on January 1, 1999:

                           (1)      Any distribution scheduled to be made or to
                                    commence after December 31, 1998 and before
                                    January 1, 2001 pursuant to the terms of an
                                    election made under the provisions of the
                                    Plan in effect before January 1, 1999 will
                                    be made in its entirety in the form elected
                                    by the Participant under the provisions of
                                    the Plan in effect prior to January 1, 1999;
                                    and


                                       18
<PAGE>

                           (2)      Any distribution made or commencing after
                                    December 31, 2000 will be made in accordance
                                    with the provisions of the Plan in effect
                                    after December 31, 1998 without regard to
                                    this subsection and any election made by the
                                    Participant pursuant to the provisions of
                                    the Plan in effect prior to January 1, 1999
                                    to receive or begin receiving a distribution
                                    after December 31, 2000 is null and void as
                                    of January 1, 1999.

4.3.     DISTRIBUTION TO BENEFICIARY.

         (a)      Time. Distribution to a Beneficiary will be made as soon as
                  administratively practicable after the date on which the
                  Administrator receives notice of the Participant's death and
                  determines that the Beneficiary is entitled to receive the
                  distribution.

         (b)      Form. Distribution to the Participant's Beneficiary will be
                  made in the form of a lump sum payment whether or not payments
                  had commenced to the Participant in the form of installments
                  prior to his or her death. The distribution will be made in
                  the form of cash except that to the extent that the
                  Participant's Account is deemed to be invested in whole shares
                  of Company Stock, as defined in Section 3.6(j)(i), at the time
                  of the distribution, the distribution will be made to the
                  Beneficiary in whole shares of Company Stock. Any fractional
                  share will be valued based on the Price per Share on the date
                  of the distribution and the value of the fractional share will
                  be distributed to the Beneficiary in cash.

         (c)      Amount. The amount of a lump sum payment will be equal to the
                  vested balance of the Participant's Account as of the
                  Valuation Date coinciding with or immediately preceding the
                  date on which the payment is made (reduced by the amount of
                  any other distribution from the Account after that Valuation
                  Date). In addition, if the Participant dies before his or her
                  Severance date or Disability and the Administrator determines
                  that the death is not attributable to the Participant's
                  suicide committed during the first Plan Year beginning after
                  December 31, 1998 for which deferrals are credited to the
                  Participant's Participant Deferral Account or the next
                  following Plan Year, the Beneficiary will also receive an
                  amount equal to twice the Participant's total deferrals
                  pursuant to the Plan for all Plan Years (exclusive of earnings
                  on the deferrals, discretionary credits by a Participating
                  Employer and earnings on discretionary credits). If there are
                  multiple Beneficiaries, the total amount distributed will be
                  divided among the Beneficiaries as directed by the Participant
                  in the Beneficiary designation.

         (d)      Reduction of Account Balance. The balance of the Account from
                  which a distribution is made will be reduced (but not below
                  zero) by the amount of the distribution as of the beginning of
                  the next day after the Valuation Date coinciding with or
                  immediately preceding the date of the distribution.

         (e)      Beneficiary Designation.



                                       19
<PAGE>

                  (i)      Each Participant may designate, on a form furnished
                           by the Administrator, one or more primary
                           Beneficiaries or alternative Beneficiaries to receive
                           all or a specified part of his or her Account, and
                           the additional amount described in Subsection (c),
                           after his or her death, and the Participant may
                           change or revoke any such designation from time to
                           time. No such designation, change or revocation is
                           effective unless executed by the Participant and
                           received by the Administrator during the
                           Participant's lifetime. No designation of a
                           Beneficiary other than the Participant's spouse is
                           effective unless the spouse consents to the
                           designation or the Administrator determines that
                           spousal consent cannot be obtained because the spouse
                           cannot reasonably be located or is legally incapable
                           of consenting. The consent must be in writing, must
                           acknowledge the effect of the election and must be
                           witnessed by a notary public. The consent is
                           effective only with respect to the Beneficiary or
                           class of Beneficiaries so designated and only with
                           respect to the spouse who so consented.

                  (ii)     If a Participant

                           (1)      fails to designate a Beneficiary, or

                           (2)      revokes a Beneficiary designation without
                                    naming another Beneficiary, or

                           (3)      designates one or more Beneficiaries, none
                                    of whom survives the Participant or exists
                                    at the time in question,

                           for all or any portion of his or her Account, such
                           Account or portion will be paid to the Participant's
                           surviving spouse or, if the Participant is not
                           survived by a spouse, to the representative of the
                           Participant's estate.

                  (iii)    The automatic Beneficiaries specified above and,
                           unless the designation otherwise specifies, the
                           Beneficiaries designated by the Participant, become
                           fixed as of the Participant's death so that, if a
                           Beneficiary survives the Participant but dies before
                           the receipt of the payment due such Beneficiary, the
                           payment will be made to the representative of such
                           Beneficiary's estate. Any designation of a
                           Beneficiary by name that is accompanied by a
                           description of relationship or only by statement of
                           relationship to the Participant is effective only to
                           designate the person or persons standing in such
                           relationship to the Participant at the Participant's
                           death.

         (f)      Transition Rules.

                  (i)      Death Before 1999. Distribution to the Beneficiary of
                           a Participant who dies before January 1, 1999 will be
                           made in accordance with the provisions of the Plan in
                           effect prior to January 1, 1999.


                                       20
<PAGE>

                  (ii)     Death After 1998. Distribution to the Beneficiary of
                           a Participant who dies after December 31, 1998 will
                           be made in accordance with the provisions of this
                           section unless, pursuant to Section 1.5, the terms of
                           the Plan as restated effective as of January 1, 1999
                           were not applicable to the Participant, in which case
                           distribution to the Beneficiary will be made in
                           accordance with the provisions of the Plan in effect
                           prior to January 1, 1999.

4.4.     NONDEDUCTIBILITY. If the Company determines in good faith that there is
         a reasonable likelihood that any compensation paid to a Participant by
         an Affiliate for a taxable year of the Affiliate would not be
         deductible by the Affiliate solely by reason of the limitation under
         Code section 162(m), to the extent deemed necessary by the Company to
         ensure that the entire amount of any distribution to the Participant
         pursuant to the Plan is deductible, notwithstanding any other provision
         of the Plan or any election by the Participant to the contrary, all or
         any portion of the distribution may be deferred. Any amounts deferred
         pursuant to this section will continue to be credited with earnings in
         accordance with Section 3.6. The deferred amounts and earnings thereon
         will be distributed to the Participant, or to his or her Beneficiary in
         the case of the Participant's death, at the earliest possible date, as
         determined by the Company in good faith, on which the deductibility of
         compensation paid or payable to the Participant for the taxable year of
         the Affiliate during which the distribution is made will not be limited
         by Code section 162(m).

4.5.     PAYMENT IN EVENT OF INCAPACITY. If any individual entitled to receive
         any payment under the Plan is, in the judgment of the Administrator,
         physically, mentally or legally incapable of receiving or acknowledging
         receipt of the payment, and no legal representative has been appointed
         for the individual, the Administrator may (but is not required to)
         cause the payment to be made to any one or more of the following as may
         be chosen by the Administrator: the Beneficiary (in the case of the
         incapacity of a Participant); the institution maintaining the
         individual; a custodian for the individual under the Uniform Transfers
         to Minors Act of any state; or the individual's spouse, children,
         parents, or other relatives by blood or marriage. The Administrator is
         not required to see to the proper application of any such payment and
         the payment completely discharges all claims under the Plan against the
         Participating Employer, the Plan and Trust to the extent of the
         payment.

4.6.     SUSPENSION. If a Participant who is receiving installment payments
         again becomes a Qualified Employee or Qualified Director, the
         installment payments will stop. The remaining balance of the
         Participant's Account will be distributed upon the Participant's
         subsequent Severance or Disability in accordance with Article 4 without
         regard to any election made pursuant to Section 4.2(b)(ii) prior to the
         Participant's last preceding Retirement or Disability.



                                       21
<PAGE>

                                   ARTICLE 5.
                     SOURCE OF PAYMENTS; NATURE OF INTEREST



5.1.     ESTABLISHMENT OF TRUST. A Participating Employer may establish a Trust,
         or may be covered by a Trust established by another Participating
         Employer, with an independent corporate trustee. The Trust must (a) be
         a grantor trust with respect to which the Participating Employer is
         treated as the grantor for purposes of Code section 677, (b) not cause
         the Plan to be funded for purposes of Title I of ERISA and (c) provide
         that the Trust assets will, upon the insolvency of a Participating
         Employer, be used to satisfy claims of the Participating Employer's
         general creditors. The Participating Employers may from time to time
         transfer to the Trust cash, marketable securities or other property
         acceptable to the Trustee in accordance with the terms of the Trust.

5.2.     SOURCE OF PAYMENTS.

         (a)      Each Participating Employer will pay, from its general assets,
                  the portion of any benefit pursuant to Article 4 or Section
                  6.3 or 6.4 attributable to a Participant's Account with
                  respect to that Participating Employer, and all costs, charges
                  and expenses relating thereto.

         (b)      The Trustee will make distributions to Participants and
                  Beneficiaries from the Trust in satisfaction of a
                  Participating Employer's obligations under the Plan in
                  accordance with the terms of the Trust. The Participating
                  Employer is responsible for paying any benefits attributable
                  to a Participant's Account with respect to that Participating
                  Employer that are not paid by the Trust.

5.3.     STATUS OF PLAN. Nothing contained in the Plan or Trust is to be
         construed as providing for assets to be held for the benefit of any
         Participant or any other person or persons to whom benefits are to be
         paid pursuant to the terms of the Plan, the Participant's or other
         person's only interest under the Plan being the right to receive
         benefits in accordance with the terms of the Plan. The Trust is
         established only for the convenience of the Participating Employers and
         the Participants, and no Participant has any interest in the assets of
         the Trust. To the extent the Participant or any other person acquires a
         right to receive benefits under the Plan or the Trust, such right is no
         greater than the right of any unsecured general creditor of the
         Participating Employer.

5.4.     NON-ASSIGNABILITY OF BENEFITS. The benefits payable under the Plan and
         the right to receive future benefits under the Plan may not be
         anticipated, alienated, sold, transferred, assigned, pledged,
         encumbered or subjected to any charge or legal process.



                                       22
<PAGE>


                                   ARTICLE 6.
                        ADOPTION, AMENDMENT, TERMINATION

6.1.     ADOPTION. With the prior approval of the Administrator, an Affiliate
         may adopt the Plan and become a Participating Employer by furnishing to
         the Administrator a certified copy of a resolution of its Board
         adopting the Plan.

6.2.     AMENDMENT.

         (a)      Right. The Company reserves the right to amend the Plan at any
                  time to any extent that it may deem advisable.

         (b)      Method. To be effective, an amendment must be stated in a
                  written instrument approved in advance or ratified by the
                  Company's Board and executed in the name of the Company by its
                  President or a Vice President and attested by the Secretary,
                  the Deputy Secretary or an Assistant Secretary.

         (c)      Binding Effect. An amendment adopted in accordance with
                  Subsection (b) is binding on all interested parties as of the
                  effective date stated in the amendment; provided, however,
                  that no amendment may retroactively deprive any Participant,
                  or the Beneficiary of a deceased Participant, of any benefit
                  to which he or she is entitled under the terms of the Plan in
                  effect immediately prior to the effective date of the
                  amendment or the date on which the amendment is adopted,
                  whichever is later.

         (d)      Prime Rate Investment Fund. An amendment which changes the
                  method of crediting earnings described in Section 3.6(i)(ii)
                  will be effective only if the Company's Board determines in
                  good faith that on the date on which the amendment is approved
                  by the Board, it is reasonably likely that, in the long run,
                  the new method will not result in materially lower earnings
                  credits than the method described in Section 3.6(i)(ii).

         (e)      Applicability to Participants Who Have Experienced a Severance
                  or Disability. The provisions of the Plan in effect on a
                  Participant's Severance date or Disability will, except as
                  otherwise expressly provided by a subsequent amendment,
                  continue to apply to such Participant.

         (f)      Change of Control. Notwithstanding anything in the Plan to the
                  contrary, from and after the occurrence of a Change of
                  Control, no amendment may be made to the Plan that would
                  adversely affect the terms and conditions associated with the
                  Account balance of any Participant as of the date of the
                  Change of Control.

6.3.     TERMINATION OF PARTICIPATION. Notwithstanding any other provision of
         the Plan to the contrary, if determined by the Administrator to be
         necessary to ensure that the Plan is exempt from ERISA to the extent
         contemplated by Section 1.3, or upon the Administrator's determination
         that a Participant's interest in the Plan has been or is likely to be
         includable in the Participant's gross income for federal income tax
         purposes prior to the actual payment of benefits pursuant to the Plan,
         the Administrator may take any or all


                                       23
<PAGE>

         of the following steps:

         (a)      terminate the Participant's future participation in the Plan;

         (b)      cause the Participant's entire interest in the Plan to be
                  distributed to the Participant in the form of an immediate
                  lump sum cash payment in an amount determined in accordance
                  with Section 4.2(c); and/or

         (c)      transfer the benefits that would otherwise be payable pursuant
                  to the Plan for all or any of the Participants to a new plan
                  that is similar in all material respects (other than those
                  which require the action in question to be taken.)

6.4.     TERMINATION. The Company reserves the right to terminate the Plan in
         its entirety at any time. Each Participating Employer reserves the
         right to cease its participation in the Plan at any time. The Plan will
         terminate in its entirety or with respect to a particular Participating
         Employer as of the date specified by the Company or such Participating
         Employer in a written instrument adopted in the same manner as an
         amendment. Upon the termination of the Plan in its entirety or with
         respect to any Participating Employer, the Company or Participating
         Employer, as the case may be, will either cause (a) any benefits to
         which Participants have become entitled prior to the effective date of
         the termination to continue to be paid in accordance with the
         provisions of Article 4 or (b) the entire interest in the Plan of any
         or all Participants, or the Beneficiaries of any or all deceased
         Participants, to be distributed in the form of an immediate lump sum
         cash payment in an amount determined in accordance with Section 4.2(c).



                                       24
<PAGE>

                                   ARTICLE 7.
                  CONSTRUCTION, INTERPRETATION AND DEFINITIONS



7.1.     CROSS REFERENCE. References within a section of the Plan to a
         particular subsection refer to that subsection within the same section
         and references within a section or subsection to a particular clause
         refer to that clause within the same section or subsection, as the case
         may be.

7.2.     GOVERNING LAW. To the extent that state law is not preempted by the
         provisions of ERISA, or any other laws of the United States, all
         questions pertaining to the construction, validity, effect and
         enforcement of the Plan will be determined in accordance with the
         internal, substantive laws of the State of Minnesota without regard to
         the conflict of law rules of the State of Minnesota or any other
         jurisdiction.

7.3.     HEADINGS. The headings of articles and sections are included solely for
         convenience of reference; if there exists any conflict between such
         headings and the text of the Plan, the text will control.

7.4.     NUMBER AND GENDER. Wherever appropriate, the singular may be read as
         the plural, the plural may be read as the singular and one gender may
         be read as the other gender.

7.5.     DEFINITIONS. The definitions set forth in this Section apply in
         constructing this instrument unless the context otherwise indicates.

         Account. "Account" means the bookkeeping account or accounts maintained
         with respect to a Participant pursuant to Section 3.1.

         Active Participant. "Active Participant" means a Director Participant
         or an Employee Participant.

         Administrator. "Administrator" means the Company or the person to whom
         administrative duties are delegated pursuant to the provisions of
         Section 8.1, as the context requires.

         Affiliate. "Affiliate" means the Company and any corporation at least a
         majority of whose outstanding securities ordinarily having the right to
         vote at elections of directors is owned, directly or indirectly, by the
         Company.

         Annual Bonus. "Annual Bonus" for a Plan Year means the annual bonus
         earned by an Employee Participant during the Plan Year for his or her
         services during the Plan Year as a Qualified Employee and paid in cash
         from a United States payroll to the Employee Participant by a
         Participating Employer during the calendar quarter first following the
         Plan Year, net of any contributions and deductions specified in Plan
         Rules.

         Applicable Vesting Period. The "Applicable Vesting Period" with respect
         to any Company Stock Premium credited to a Participant's Account as of
         a date within a given Plan Year is the period that starts on the first
         day of the Plan Year during which the Company Stock Premium is credited
         to the Participant's Account and ends on the last day


                                       25
<PAGE>

         of the second following Plan Year. For example, the Applicable Vesting
         Period for a Company Stock Premium credited to a Participant's Account
         as of a date during the 2002 Plan Year begins on January 1, 2002 and
         ends on December 31, 2004.

         Base Compensation. "Base Compensation" for a Plan Year means:

         (a)      the base salary payable in cash from a United States payroll
                  to an Employee Participant by a Participating Employer for the
                  Employee Participant's services during the Plan Year as a
                  Qualified Employee, including any elective deferrals that
                  would have been paid in cash but for the Qualified Employee's
                  election to defer, net of any contributions and deductions
                  specified in Plan Rules; or

         (b)      the compensation payable in cash to a Director Participant by
                  the Company for the Director Participant's services during the
                  Plan Year as a Qualified Director, including any elective
                  deferrals that would have been paid in cash but for the
                  Qualified Director's election to defer, including, without
                  limitation, committee chair fees, but excluding travel expense
                  allowances and expense reimbursements.

         Board. "Board" means the board of directors of the Affiliate in
         question. When the Plan provides for an action to be taken by the
         Board, the action may be taken by any committee or individual
         authorized to take such action pursuant to a proper delegation by the
         board of directors in question.

         Beneficiary. "Beneficiary" with respect to a Participant is the person
         designated or otherwise determined under the provisions of Section
         4.3(e) as the distributee of benefits payable after the Participant's
         death. A person designated or otherwise determined to be a Beneficiary
         under the terms of the Plan has no interest in or right under the Plan
         until the Participant in question has died. A Beneficiary will cease to
         be such on the day on which all benefits to which he, she or it is
         entitled under the Plan have been distributed.

         Change of Control. "Change of Control" shall mean the first of the
         following events to occur:

         (a)      there is consummated a merger or consolidation to which the
                  Company or any direct or indirect subsidiary of the Company is
                  a party if the merger or consolidation would result in the
                  voting securities of the Company outstanding immediately prior
                  to such merger or consolidation continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving entity or any parent
                  thereof) less than 60% of the combined voting power of the
                  securities of the Company or such surviving entity or any
                  parent thereof outstanding immediately after such merger or
                  consolidation; or

         (b)      the direct or indirect beneficial ownership (as defined in
                  Rule 13d-3 under the Securities Exchange Act of 1934) in the
                  aggregate of securities of the Company representing (20%) or
                  more of the total combined voting power of Company's then
                  issued and outstanding securities is acquired by any person or
                  entity or group of associated persons or entities acting in
                  concert; provided, however, that for purposes hereof, the
                  following acquisitions shall not constitute a Change of


                                       26
<PAGE>


                  Control: (I) any acquisition by the Company or any of its
                  subsidiaries, (II) any acquisition directly from the Company
                  or any of its subsidiaries, (III) any acquisition by any
                  employee benefit plan (or related trust or fiduciary)
                  sponsored or maintained by the Company or any corporation
                  controlled by the Company, (IV) any acquisition by an
                  underwriter temporarily holding securities pursuant to an
                  offering of such securities, (V) any acquisition by a
                  corporation owned, directly or indirectly, by the stockholders
                  of the Company in substantially the same proportions as their
                  ownership of stock of the Company (VI) any acquisition in
                  connection with which, pursuant to Rule 13d-1 promulgated
                  pursuant to the Exchange Act, the individual, entity or group
                  is permitted to, and actually does, report its beneficial
                  ownership on Schedule 13-G (or any successor Schedule);
                  provided that, if any such individual, entity or group
                  subsequently becomes required to or does report its beneficial
                  ownership on Schedule 13D (or any successor Schedule), then,
                  for purposes of this paragraph, such individual, entity or
                  group shall be deemed to have first acquired, on the first
                  date on which such individual, entity or group becomes
                  required to or does so report, beneficial ownership of all of
                  the voting securities of the Company beneficially owned by it
                  on such date, and (VII) any acquisition in connection with a
                  merger or consolidation which, pursuant to paragraph (a)
                  above, does not constitute a Change of Control; or

         (c)      there is consummated a transaction contemplated by an
                  agreement for the sale or disposition by the Company of all or
                  substantially all of the Company's assets, other than a sale
                  or disposition by the Company of all or substantially all of
                  the Company's assets to an entity, at least 60% of the
                  combined voting power of the voting securities of which are
                  owned by stockholders of the Company in substantially the same
                  proportions as their ownership of the Company immediately
                  prior to such sale; or

         (d)      the stockholders of the Company approve any plan or proposal
                  for the liquidation of the Company; or

         (e)      a change in the composition of the Board such that the
                  "Continuity Directors" cease for any reason to constitute at
                  least a majority of the Board. For purposes of this clause,
                  "Continuity Directors" means those members of the Board who
                  either (I) were directors on January 29, 2002, or (II) were
                  elected by, or on the nomination or recommendation of, at
                  least a two-thirds (2/3) majority of the then-existing Board
                  (other than a director whose initial assumption of office was
                  in connection with an actual or threatened election contest,
                  including but not limited to a consent solicitation, relating
                  to the election of directors of the Company); or

         (f)      such other event or transaction as the Board shall determine
                  constitutes a Change of Control.

         Code. "Code" means the Internal Revenue Code of 1986, as amended. Any
         reference to a specific provision of the Code includes a reference to
         that provision as it may be


                                       27
<PAGE>

         amended from time to time, to any successor provision, to any
         regulations promulgated thereunder and to any binding pronouncements
         relating thereto.

         Company. "Company" means New Ceridian Corporation, renamed Ceridian
         Corporation after the New Ceridian spin-off.

         Company Stock. "Company Stock" means shares of common stock issued by
         the Company.

         Director Participant. "Director Participant" means a Participant who is
         a Qualified Director.

         Disability. "Disability" means a disability for which a Participant is
         receiving disability benefits pursuant to a long-term disability plan
         maintained by an Affiliate or as a result of which the Participant is
         certified as being disabled by the Social Security Administration and
         is receiving disability benefits under the disability provisions of the
         Social Security Act. The Participant must provide the Administrator
         with proof of his or her Disability that is satisfactory to the
         Administrator. For purposes of the Plan, a Disability occurs on the
         date following the Administrator's receipt of such proof on which the
         Administrator determines that the Participant has experienced a
         Disability.

         Discretionary Account. "Discretionary Account" means the account
         maintained for a Participant pursuant to Section 3.1(b).

         Earnings. "Earnings" means the eligible earnings determined under the
         Qualified 401(k) but without regard to the limit under Code section
         401(a)(17) and including any reduction in earnings made under Section
         3.2.

         Employee Participant. "Employee Participant" means a Participant who is
         a Qualified Employee.

         ERISA. "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended. Any reference to a specific provision of ERISA
         includes a reference to that provision as it may be amended from time
         to time and to any successor provision.

         Hour of Service. The term " Hour of Service" with respect to an
         Employee Participant, includes and is limited to:

                  (a) Each hour for which he or she is paid, or entitled to
         payment, for the performance of duties for an Affiliate while it is an
         Affiliate.

                  (b) Subject to the rules set forth in items (1) through (6) of
         this clause (b), each hour for which he or she is paid, or entitled to
         payment, by an Affiliate while it is an Affiliate on account of a
         period of time during which no duties are performed (irrespective of
         whether the employment relationship has terminated) due to severance,
         personal days off, holiday, illness (including disability), layoff,
         jury duty, military duty or leave of absence.


                                       28
<PAGE>

                           (1) Except to the extent the Employer's policies
                  specify in writing a greater number of hours for certain types
                  of paid absences, no more than 501 hours will be credited to
                  the Employee Participant on account of any single continuous
                  period during which he or she performs no duties (whether or
                  not such period occurs in a single Plan Year).

                           (2) No more than the number of hours regularly
                  scheduled for the performance of duties for the period during
                  which no duties are performed will be credited to the Employee
                  Participant for such period.

                           (3) The Employee Participant will not be credited
                  with hours for which payments are made or due under a plan
                  maintained solely for the purpose of complying with workers'
                  compensation, unemployment compensation or disability
                  insurance laws, or for which payments are made solely to
                  reimburse the Employee for medical or medically related
                  expenses.

                           (4) A payment will be deemed to be made by or due
                  from an Affiliate while it is an Affiliate, regardless of
                  whether such payment is made by or due from the Affiliate
                  directly or indirectly through a trust fund or insurer to
                  which the Affiliate contributes or pays premiums.

                           (5) If the payment made or due is calculated on the
                  basis of units of time, the number of Hours of Service to be
                  credited will be the number of regularly scheduled working
                  hours included in the units of time on the basis of which the
                  payment is calculated.

                           (6) If the payment made or due is not calculated on
                  the basis of units of time, the number of Hours of Service to
                  be credited will be equal to the amount of the payment,
                  divided by the Employee Participant's most recent hourly rate
                  of compensation before the period during which no duties are
                  performed.

                  (c) Each hour during which he or she was absent without pay
                  due to:

                           (1) 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;

                           (2) A leave of absence authorized for medical
                  reasons, public service, social service or educational
                  purposes, which is granted under rules applied uniformly to
                  all Qualified Employees;

                           (3) Any other leave of absence authorized by an
                  Affiliate, while it is an Affiliate, which is granted under
                  rules applied uniformly to all Employees, but only to the
                  extent that it does not exceed 12 months duration;

                           (4) A layoff, but only to the extent that it does not
                  exceed six months' duration; or


                                       29
<PAGE>

                           (5) A leave of absence granted under the terms of the
                  Company's Time Off Without Pay Program, but only to the extent
                  that it does not exceed 12 months' duration;

         in which case the number of hours for which an Employee Participant
         receives credit will equal 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.

                  (d) Each hour for which backpay, irrespective of mitigation of
         damages, is either awarded or agreed to by an Affiliate; provided,
         first, that Hours of Service taken into account under clause (a), (b),
         or (c) will not also be taken into account under this clause (d); and,
         second, that Hours of Service taken into account under this clause (d)
         that relate to periods specified in clause (b) will be subject to the
         rules under items (1) through (6) of clause (b).

                  (e) Hours of Service will be credited:

                           (1) In the case of Hours of Service described in
                  clause (a), to the Plan Year in which the duties are
                  performed;

                           (2) In the case of Hours of Service described in
                  clause (b), to the Plan Year in which the period during which
                  no duties are performed occurs; provided, that, if the payment
                  is not calculated on the basis of units of time, the Hours of
                  Service will not be allocated between more than the first two
                  Plan Years of such period;

                           (3) In the case of Hours of Service described in
                  clause (c), to the Plan Year(s) during which such absence
                  occurs; and

                           (4) In the case of Hours of Service described in
                  clause (d), to the Plan Year(s) to which the award or
                  agreement for backpay pertains.

                  (f) Hours of Service completed by an Employee Participant with
         an Affiliate prior to the date on which it became an Affiliate or with
         a business all or any part of which is acquired by an Affiliate will be
         taken into account under this Plan only if, to the extent and for such
         purposes as, provided in any agreement pursuant to which it became an
         Affiliate or was acquired or otherwise provided by the Company, and
         will be specified on an exhibit to the Plan.

                  (g) Notwithstanding the foregoing provisions of this
         definition, the number of Hours of Service that a person completes (1)
         while employed with an Affiliate in a classification other than as an
         employee, (2) while he or she is considered to be a leased employee or
         (3) with any organization to the extent such Hours of Service are
         required to be taken into account pursuant to Code section 414(o), in
         each case determined in the manner specified in clauses (a) through
         (f), will also be taken into account.

         Matching Percentage. "Matching Percentage" means with respect to a
         Qualified Employee the percentage used in calculating the Company's (or
         Affiliate's) matching


                                       30
<PAGE>

         contribution under the Qualified 401(k) Plan, but not including any
         performance matching contribution, on behalf of such Qualified Employee
         for the Qualified 401(k) Plan plan year ending with or within the Plan
         Year for this Plan.

         Participant. "Participant" means a current or former Active Participant
         to whose Account amounts have been credited pursuant to Article 3 and
         who has not ceased to be a Participant pursuant to Section 2.8.

         Participant Deferral Account. "Participant Deferral Account" means the
         account maintained for a Participant pursuant to Section 3.1(a).

         Participating Employer. "Participating Employer" means the Company and
         any other Affiliate that has adopted the Plan, or all of them
         collectively, as the context requires. An Affiliate will cease to be a
         Participating Employer upon a termination of the Plan as to its
         Qualified Employees (and, in the case of the Company, its Qualified
         Directors) and the satisfaction in full of all of its obligations under
         the Plan or upon its ceasing to be an Affiliate.

         Plan. "Plan" means the Ceridian Corporation Deferred Compensation Plan,
         as from time to time amended or restated.

         Plan Year. "Plan Year" means the calendar year.

         Plan Rules. "Plan Rules" are rules, policies, practices or procedures
         adopted by the Administrator pursuant to Section 8.2.

         Price per Share. The "Price per Share" on a given date is the closing
         market price per share of Company Stock at the end of the regular
         trading session on the last business day of the calendar month
         immediately preceding or concurrent with the date in question as
         reported on the New York Stock Exchange Composite Tape on that day (or
         if no shares of Company Stock were traded or quoted on that day, as of
         the next preceding day on which shares of Company Stock were traded or
         quoted). For example, the Price per Share for a transaction that is
         effective on September 30, 2002 is the closing market price per share
         of Company Stock at the end of the regular trading session (i.e., 4:00
         p.m. New York City time) on September 30, 2002 as reported on the New
         York Stock Exchange Composite Tape on September 30, 2002.

         Qualified 401(k) Plan. "Qualified 401(k) Plan" means the qualified
         retirement plan sponsored by the Company or an Affiliate which includes
         a qualified cash or deferred arrangement within the meaning of Code
         section 401(k) and in which the Qualified Employee is eligible to
         participate.

         Qualified Director. "Qualified Director" means an individual who is a
         member of the Company's board of directors and is independent (i.e., is
         not an employee of the Company or any of its affiliates or
         subsidiaries).

         Qualified Employee. "Qualified Employee" means an individual who
         performs services for a Participating Employer as an employee of the
         Participating Employer (as classified


                                       31
<PAGE>

         by the Participating Employer at the time the services are performed
         without regard to any subsequent reclassification), whose Base
         Compensation exceeds an amount established by Plan Rules, and who is
         (a) an officer of the Participating Employer elected by the
         Participating Employer's Board, (b) a Vice President of the
         Participating Employer or (c) a Director of the Participating Employer
         with a salary grade level of D1 or D2. The Company may, pursuant to
         Plan Rules, establish additional requirements or conditions an employee
         must satisfy in order to be treated as a Qualified Employee under the
         Plan.

         Retirement. "Retirement" means:

         (a)      in the case of an Employee Participant, the Participant's
                  Severance after his or her

                  (1)      attainment of age 65 or

                  (2)      attainment of age 55 and completion of at least 10
                           years of Vesting Service; or

         (b)      in the case of a Director Participant, the Participant's
                  Severance after his or her completion of at least three
                  complete years of service as a Qualified Director.

         Severance. "Severance" means:

         (a)      the date on which an Employee Participant has completely
                  severed his or her employment relationship with all
                  Affiliates; or

         (b)      the date on which a Director Participant ceases to be a member
                  of the Company's board of directors.

         Total Compensation. "Total Compensation" means an Employee
         Participant's Base Compensation plus his or her Annual Bonus which does
         not exceed his or her "target" bonus amount for the Plan Year.

         Trust. "Trust" means any trust or trusts established by a Participating
         Employer pursuant to Section 5.1.

         Trustee. "Trustee" means the independent corporate trustee or trustees
         that at the relevant time has or have been appointed to act as Trustee
         of the Trust.

         Unforeseeable Emergency. "Unforeseeable Emergency" means an
         unanticipated emergency that is caused by an event beyond the
         Participant's or Beneficiary's control resulting in a severe financial
         hardship that cannot be satisfied through other means. The existence of
         an unforeseeable emergency will be determined by the Administrator.

         Valuation Date. "Valuation Date" means the last day of each calendar
         month on which the New York Stock Exchange is open for regular business
         and any interim dates selected by the Administrator.


                                       32
<PAGE>

         Vesting Date. "Vesting Date" is the first to occur of the following
         dates:

                  (a)      the last day of the Applicable Vesting Period.

                  (b)      the effective date of a Change of Control.

                  (c)      the date of the Participant's death; or

                  (d)      the effective date of the Participant's Disability.

         Vesting Service. "Vesting Service," with respect to an Employee
         Participant, means:

                  (a)      Subject to the provisions of clauses (b) and (c)
                           below, the sum of:

                           (1) One year, for the Plan Year during which he or
                  she first becomes a Participant or resumes participation in
                  the Plan, as the case may be, regardless of the number of
                  Hours of Service that he or she completes during such Plan
                  Year; plus

                           (2) If the Employee Participant completes fewer than
                  900 Hours of Service during the Plan Year immediately
                  preceding the Plan Year in which he or she first becomes a
                  Participant or resumes participation, as the case may be, a
                  partial year for such immediately preceding Plan Year,
                  determined by dividing the number of Hours of Service he or
                  she completes during such preceding Plan Year, by 900; plus

                           (3) The aggregate number of Plan Years during each of
                  which the Employee Participant completes at least 900 Hours of
                  Service; plus

                           (4) A partial year for the Plan Year during which the
                  Employee Participant's employment terminates, determined by
                  dividing the actual number of Hours of Service he or she
                  completes during such Plan Year by 900;

         provided, first, that, if the Employee Participant's termination of
         employment occurs during the first or second Plan Year of his or her
         employment, such that the Employee Participant would otherwise be
         entitled to take into account service under more than one of items (1),
         (2) or (3), he or she is entitled to take into account only that
         service determined under either items (1) and (3) or items (2) and (3),
         whichever results in the greater amount of such service for the
         Employee Participant; second, that in no event will an Employee
         Participant be entitled to take into account service determined under
         more than one of the foregoing items (1), (2), (3) or (4) for any
         particular Plan Year; and third, that an Employee Participant who
         terminates employment more than once and is reemployed one or more
         times during any period of Vesting Service, will be entitled to take
         into account partial years of Vesting Service under items (1) or (2)
         and (4) only once during such period of Vesting Service, such partial
         years of Vesting Service being those attributable to his or her first
         participation in the Plan and/or his or her first termination of
         employment, as the case may be, during such period.


                                       33
<PAGE>

                  (b) For service prior to, and during, the Plan Year during
         which the Plan becomes effective with respect to an Affiliate that
         adopts the Plan and becomes a Participating Employer, the sum of:

                           (1) For service prior to the Plan Year during which
                  the Plan becomes effective with respect to the Affiliate, the
                  number of the Employee Participant's full and fractional years
                  of employment during the period commencing with the Employee
                  Participant's most recent date of uninterrupted employment by
                  such Affiliate prior to such effective date and ending with
                  the December 31 prior to such effective date, with any partial
                  calendar month during such period being disregarded for
                  purposes of determining such full and fractional years of
                  employment; plus

                           (2) For service during the Plan Year during which the
                  Plan becomes effective with respect to the Affiliate, the sum
                  of:

                                    (i) For service during that portion of such
                           Plan Year prior to the Plan's becoming effective with
                           respect to the Affiliate the fraction of one year
                           determined by dividing the number of full calendar
                           months of the Employee Participant's employment with
                           such Affiliate during such portion of that Plan Year
                           by 12, with any final partial calendar month being
                           treated as a full month; plus

                                    (ii) For service during that portion of such
                           Plan Year following the Plan's becoming effective
                           with respect to the Affiliate, the fraction of one
                           year determined by dividing the number of Hours of
                           Service completed by the Employee Participant during
                           that Plan Year following such effective date, by 900;

                  provided that, an Employee Participant will not be credited
                  with more than one year of Vesting Service for the Plan Year
                  during which the Plan becomes effective with respect to the
                  Affiliate.

                  (c) Notwithstanding the provisions of clause (a), in no case
         will more than one year of Vesting Service be taken into account for an
         Employee Participant during any 12-month period.



                                       34
<PAGE>

                                   ARTICLE 8.
                                 ADMINISTRATION



8.1.     ADMINISTRATOR. The general administration of the Plan and the duty to
         carry out its provisions is vested in the Company. The Company may
         delegate such duty or any portion thereof to a named person or persons
         and may from time to time revoke such authority and delegate it to
         another person or persons.

8.2.     PLAN RULES. The Administrator has the discretionary power and authority
         to make such Plan Rules as the Administrator determines to be
         consistent with the terms, and necessary or advisable in connection
         with the administration of the Plan and to modify or rescind any such
         Plan Rules.

8.3.     ADMINISTRATOR'S DISCRETION. The Administrator has the discretionary
         power and authority to make all determinations necessary for
         administration of the Plan, except those determinations that the Plan
         requires others to make, and to construe, interpret, apply and enforce
         the provisions of the Plan and Plan Rules whenever necessary to carry
         out its intent and purpose and to facilitate its administration,
         including, without limitation, the discretionary power and authority to
         remedy ambiguities, inconsistencies, omissions and erroneous benefit
         calculations. In the exercise of its discretionary power and authority,
         the Administrator will treat all similarly situated persons uniformly.

8.4.     SPECIALIST'S ASSISTANCE. The Administrator may retain such actuarial,
         accounting, legal, clerical and other services as may reasonably be
         required in the administration of the Plan, and may pay reasonable
         compensation for such services. All costs of administering the Plan
         will be paid by the Participating Employers.

8.5.     INDEMNIFICATION. The Participating Employers jointly and severally
         agree to indemnify and hold harmless, to the extent permitted by law,
         each director, officer, and employee of any Affiliates against any and
         all liabilities, losses, costs and expenses (including legal fees) of
         every kind and nature that may be imposed on, incurred by, or asserted
         against such person at any time by reason of such person's services in
         connection with the Plan, but only if such person did not act
         dishonestly or in bad faith or in willful violation of the law or
         regulations under which such liability, loss, cost or expense arises.
         The Participating Employers have the right, but not the obligation, to
         select counsel and control the defense and settlement of any action for
         which a person may be entitled to indemnification under this provision.

8.6.     BENEFIT CLAIM PROCEDURE. If a request for a benefit by a Participant or
         Beneficiary of a deceased Participant is denied in whole or in part, he
         or she may, not later than 30 days after the denial, file with the
         Administrator a written claim objecting to the denial.

         (a)      The Administrator, not later than 90 days after receipt of
                  such claim, will render a written decision to the claimant on
                  the claim. If the claim is denied, in whole or in part, such
                  decision will include the reason or reasons for the denial; a
                  reference to the Plan provisions on which the denial is based;
                  a description of any additional material or information, if
                  any, necessary for the claimant to perfect his or her



                                       35
<PAGE>

                  claim; an explanation as to why such information or material
                  is necessary; and an explanation of the Plan's claim
                  procedure.

         (b)      The claimant may file with the Administrator, not later than
                  60 days after receiving the Administrator's written decision,
                  a written notice of request for review of the Administrator's
                  decision, and the claimant or his or her representative may
                  thereafter review relevant Plan documents which relate to the
                  claim and may submit written comments to the Administrator.

         (c)      Not later than 60 days after receipt of such review request,
                  the Administrator will render a written decision on the claim,
                  which decision will include the specific reasons for the
                  decision, including a reference to the Plan's specific
                  provisions where appropriate.

         (d)      The foregoing 90- and 60-day periods during which the
                  Administrator must respond to the claimant may be extended by
                  up to an additional 90- or 60 days, respectively, if special
                  circumstances beyond the Administrator's control so require
                  and notice of such extension is given to the claimant prior to
                  the expiration of such initial 90- or 60-day period, as the
                  case may be.

         (e)      A Participant or Beneficiary must exhaust the procedure
                  described in this section before making any claim of
                  entitlement to benefits pursuant to the Plan in any court or
                  other proceeding.

8.7.     DISPUTES.

         (a)      In the case of a dispute between a Qualified Employee
                  Participant or his or her Beneficiary and a Participating
                  Employer, the Administrator or other person relating to or
                  arising from the Plan, the United States District Court for
                  the District of Minnesota is a proper venue for any action
                  initiated by or against the Participating Employer,
                  Administrator or other person and such court will have
                  personal jurisdiction over any Participant or Beneficiary
                  named in the action.

         (b)      Regardless of where an action relating to or arising from the
                  participation in the Plan by a Qualified Employee is pending,
                  the law as stated and applied by the United States Court of
                  Appeals for the Eighth Circuit or the United States District
                  Court for the District of Minnesota will apply to and control
                  all actions relating to the Plan brought against the Plan, a
                  Participating Employer, the Administrator or any other person
                  or against any such Participant or his or her Beneficiary.

         (c)      No civil action arising out of or relating to this Plan may be
                  commenced by a Participant or Beneficiary more than two (2)
                  years after the Participant or Beneficiary had knowledge (or
                  should have had knowledge) of the facts or circumstances that
                  give rise to, or form the basis for, such action.


                                       36
<PAGE>

                                   ARTICLE 9.
                                  MISCELLANEOUS



9.1.     WITHHOLDINGS AND OFFSETS. The Participating Employers and the Trustee
         retain the right to withhold from any compensation, deferral and/or
         benefit payment pursuant to the Plan, any and all income, employment,
         excise and other tax as the Participating Employers or Trustee deems
         necessary and the Participating Employers may offset against amounts
         then payable to a Participant or Beneficiary under the Plan any amounts
         then owing to the Participating Employers by such Participant or
         Beneficiary.

9.2.     OTHER BENEFITS. Neither amounts deferred nor amounts paid pursuant to
         the Plan constitute salary or compensation for the purpose of computing
         benefits under any other benefit plan, practice, policy or procedure of
         a Participating Employer unless otherwise expressly provided
         thereunder.

9.3.     NO WARRANTIES REGARDING TAX TREATMENT. The Participating Employers make
         no warranties regarding the tax treatment to any person of any
         deferrals or payments made pursuant to the Plan and each Participant
         will hold the Administrator and the Participating Employers and their
         officers, directors, employees, agents and advisors harmless from any
         liability resulting from any tax position taken in good faith in
         connection with the Plan.

9.4.     NO RIGHTS TO CONTINUED SERVICE CREATED. Neither the establishment of
         nor participation in the Plan gives any individual the right to
         continued employment with the Company or service on the Company's board
         of directors or limits the right of the Participating Employer to
         discharge, transfer, demote, modify terms and conditions of employment
         or service on the Company's board of directors or otherwise deal with
         any individual without regard to the effect which such action might
         have on him or her with respect to the Plan.

9.5.     SPECIAL PROVISIONS. Special provisions of the Plan applicable only to
         certain Participants may be set forth on an exhibit to the Plan adopted
         in the same manner as an amendment to the Plan. In the event of a
         conflict between the terms of the exhibit and the terms of the Plan,
         the exhibit controls. Except as otherwise expressly provided in the
         exhibit, the generally applicable terms of the Plan control all matters
         not covered by the exhibit.

9.6.     SUCCESSORS. Except as otherwise expressly provided in the Plan, all
         obligations of the Participating Employers under the Plan are binding
         on any successor to the Participating Employer whether the existence of
         such successor is the result of a direct or indirect purchase, merger,
         consolidation or otherwise of all or substantially all of the business
         and/or assets of the Participating Employer.

9.7.     ARBITRON EXECUTIVE INVESTMENT PLAN.

         (a)      Transfer of Accounts. Effective as of January 1, 2001, the
                  Company adopted the Arbitron Executive Investment Plan and,
                  except as otherwise provided in Subsection (b), caused the
                  Account balances of the Transferred Participants, as defined
                  in Subsection (c), as of the close of business on December 31,
                  2000, to be

                                       37
<PAGE>

                  transferred to the Arbitron Executive Investment Plan.
                  Effective as of the close of business on December 31, 2000,
                  except as otherwise provided in Subsection (b), each
                  Transferred Participant will cease to be a Participant and
                  neither any Transferred Participant nor anyone claiming by,
                  through or on behalf of a Transferred Participant will have
                  any right to a benefit arising under or in connection with the
                  Plan unless he or she again becomes an Active Participant
                  after December 31, 2000.

         (b)      Exception to Transfer. The portion of a Transferred
                  Participant's Account scheduled to be distributed to the
                  Transferred Participant on January 1, 2001 will not be
                  transferred to the Arbitron Executive Investment Plan pursuant
                  to Subsection (a) and will be distributed to the Transferred
                  Participant pursuant to applicable provisions of the Plan.

         (c)      Transferred Participant. Each of the following individuals is
                  a Transferred Participant: Dolores Cody Harper; Claire Lee
                  Kummer; Marshall L. Snyder; and William J. Walsh.


                                       38