**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

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**FORM 10-K/A**

**(Amendment No. 1)**

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**x**                               ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

**For the fiscal year ended December 31, 2006**

**OR**

**o**                                  TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

**For the Transition Period from                       to                       **

**Commission File Number 1-15168**

**CERIDIANCORPORATION**

(Exactname of Registrant as specified in its charter)

| **Delaware**                                                    |   | **41-1981625**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
| **3311 East Old Shakopee Road  Minneapolis, Minnesota 55425**   |
| (Address of principal executive offices)                        |
| **Telephone No.: (952) 853-8100**                          |
| (Registrant’s telephone number, including area code)       |

 

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SecuritiesRegistered Pursuant to Section 12(b) of the Act:

| Title of each class:                                                       | ** ** | **Name of each exchange on which registered:** |
|----------------------------------------------------------------------------|------------|------------------------------------------------|
| Common stock, par value $.01 per share                                     |       | The New York Stock Exchange                    |
| Rights to Purchase Class A Junior Participating  Preferred Stock |       | The New York Stock Exchange                    |

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. x Yes  o No

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act. Yes o  No x

Indicateby check mark whether the Registrant (1) has filed all reports required bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. x Yes  o No

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof the Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the ExchangeAct.

Largeaccelerated filer x   Acceleratedfiler o   Non-accelerated filer o

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act). Yes o  No x

Theaggregate market value of the voting stock of Ceridian held by non-affiliatesof Ceridian on June 30, 2006 was $3,377,012,226 based on the closing salesprice of Ceridian common stock as reported on the New York Stock Exchange on June 30,2006.

The number of shares ofCeridian common stock outstanding as of February 1, 2007 was 141,229,286.

**DOCUMENTSINCORPORATED BY REFERENCE: None**

 

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**CERIDIANCORPORATION**

**EXPLANATORY NOTE**

Ceridian Corporation will not file its Proxy Statementfor its 2007 Annual Stockholders Meeting within 120 days after December 31,2006, its fiscal year end. As a result and pursuant to the rules of theSecurities and Exchange Commission, Ceridian is unable to incorporate certaininformation from its Proxy Statement into Part III of its Annual Report onForm 10-K, for the year ended December 31, 2006, which was initiallyfiled with the Securities and Exchange Commission on February 28, 2007(the “Original Filing”). This Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”)to the Original Filing is being filed with the Securities and ExchangeCommission to provide the information required pursuant to the rules ofthe Securities and Exchange Commission in Part III, Items 10, 11, 12, 13,and 14 of the Original Filing. In addition, pursuant to the rules of theSecurities and Exchange Commission, Item 15 of Part IV of the OriginalFiling has been amended to contain currently dated certifications from Ceridian’sChief Executive Officer and Chief Financial Officer, as required by Sections302 and 906 of the Sarbanes-Oxley Act of 2002 with respect to this Form 10-K/A.The currently dated certifications of Ceridian’s Chief Executive Officer andChief Financial Officer are attached to this Form 10-K/A as Exhibits31.01, 31.02, 32.01 and 32.02.

As used in this Form 10-K/A, references to “Ceridian,”the “Company,” “we,” “our” or “us” mean Ceridian Corporation together with ourconsolidated subsidiaries, unless the context otherwise indicates.

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**PART III**

**Item10.**                 Directors,Executive Officers and Corporate Governance

**Directors**

Thefollowing is biographical information, as of April 1, 2007, of the eightmembers of the Board of Directors of Ceridian:

·       *Nicholas D. Chabraja*, age 64, has been the Chairman andChief Executive Officer of General Dynamics Corporation, a defense and advancedtechnology company, since June 1997. Mr. Chabraja has served as adirector of Ceridian or Ceridian’s predecessor since July 1998. He is alsoa director of General Dynamics**.**On January 18, 2007, Mr. Chabrajanotified L. White Matthews, III, Chair of the Board of Directors ofCeridian, of his decision not to stand for re-election to the Board ofDirectors of Ceridian at its 2007 Annual Stockholders Meeting.

·       *Ronald T. LeMay*, age 61, has been the Chairman of October Capital,LLC, a private investment firm, since February 2001; Chairman of AirCell, Inc.,an air-to-ground communications system and services provider, since July 2006;an Industrial Partner of Ripplewood Holdings, LLC, a private equity fund, sinceOctober 2003; and Chairman and Chief Executive Officer of Last MileConnections, Inc., a network bandwidth exchange and solutions provider,since September 2005. Mr. LeMay was Representative ExecutiveOfficer of JAPAN TELECOM Co., Ltd., a telecommunications company, from November 2003to July 2004; Interim President of JAPAN TELECOM Co., Ltd. from November 2003to January 2004; and President and Chief Operating Officer of SprintCorporation, a global communications company, from October 1997 to April 2003.Mr. LeMay has served as a director of Ceridian or Ceridian’spredecessor since January 1997. He is also a director of Imation Corp. andThe Allstate Corporation.

·       *George R. Lewis*, age 66, retired as President and ChiefExecutive Officer of Philip Morris Capital Corporation, a subsidiary of AltriaGroup, Inc. (formerly Philip Morris Companies Inc.), a consumer packagedgoods company, positions which he held from May 1997 to March 2001.Mr. Lewis has served as a director of Ceridian or Ceridian’s predecessorsince November 1994.

·       *Kathryn V. Marinello*, age 50, has been the President andChief Executive Officer of Ceridian since October 2006. Ms. Marinellowas President and Chief Executive Officer of General Electric Fleet Services, afleet management company, from October 2002 to October 2006; andPresident and Chief Executive Officer of GE Financial Assurance PartnershipMarketing Group, an organization that includes GE’s affinity marketingbusiness, Auto & Home Insurance business and Auto Warranty Servicebusiness, from December 2000 to October 2002. Ms. Marinello hasserved as a director of Ceridian since October 2006.

·       *L. White Matthews, III*, age 61, served as ExecutiveVice President and Chief Financial Officer of Ecolab, Inc., a developerand marketer of cleaning and sanitizing products and services, and a member ofits Board of Directors from July 1999 until September 2001; andExecutive Vice President and Chief Financial Officer of Union PacificCorporation, a transportation and natural resources company, from November 1989to May 1998, and a member of its Board of Directors from 1994 to 1998.Mr. Matthews has served as a director of Ceridian since July 2005 andChair of the Board since April 2006. He is also a director of ImationCorp. and Matrixx Initiatives, Inc.

·       *Richard Szafranski*, age 59, has been partner of TofflerAssociates, a strategic planning and advisory firm, since January 2007;and Managing Partner of Toffler Associates from 1999 to December 2006.Mr. Szafranski has served as a director of Ceridian since October 2006.

·       *William L. Trubeck*, age 60, has been Executive VicePresident and Chief Financial Officer of H&R Block, Inc., afinancial services company, since October 2004. Mr. Trubeck was 

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Executive Vice President,Western Group (April 2003 to October 2004), Chief AdministrativeOfficer (May 2002 to April 2003), and Chief Financial Officer (March 2000to April 2003) of Waste Management, Inc., a waste disposal andenvironmental services company. Mr. Trubeck has served as a director ofCeridian since July 2006. He is also a director of YRC Worldwide Inc. andDynegy Inc.

·       *Alan F. White*, age 69, has been Senior Associate Dean,Massachusetts Institute of Technology, Alfred P. Sloan School of Management since1994; a member of the MIT faculty, ex officio; and a consultant in the area ofmanagement development and business development. Mr. White has served as adirector of Ceridian since May 2003.

In 2006, Messrs. Szafranskiand Trubeck were recommended to become directors by other non-employeedirectors of the Board. Although no fees were paid for her to become adirector, the Board paid fees to a third party recruiter to assist with therecruitment of Ms. Marinello as President and Chief ExecutiveOfficer.

**Executive Officers**

Biographical informationregarding Ceridian’s executive officers as of February 1, 2007 is found inPart I, Item 1 of the Original Filing under the heading “ExecutiveOfficers of Registrant.” On March 8, 2007, the Company entered into a mutual terminationagreement with Douglas C. Neve, former Executive Vice President and ChiefFinancial Officer, pursuant to which Mr. Neve resigned as an officer ofthe Company effective March 8, 2007. On March 12, 2007, the Companyannounced its appointment of Gregory J. Macfarlane as the Company’s ExecutiveVice President and Chief Financial Officer, effective March 26, 2007.Mr. Macfarlane, age 37, served as Executive Vice President and ChiefFinancial Officer of General Electric WMC Mortgage, a wholesale mortgageoriginator, from July 2004 to March 2007. Prior to this role, Mr. Macfarlaneserved as Senior Vice President and Chief Financial Officer of GE PartnershipMarketing Group, a direct marketer of various insurance and life styleproducts, from 2001 to July 2004. On April 27, 2007, the Companyappointed James Burns as Executive Vice President and President, CeridianInternational. Mr. Burns has served the Company in the role of President,Ceridian International since March 2005, President of Ceridian Canada Ltd.from November 2002 to March 2005, and Chief Financial Officer ofCeridian UK Limited from January 1998 to November 2002. There are noimmediate family relationships between or among any of our executive officersor directors.

**Section 16(a) Beneficial Ownership ReportingCompliance**

Section 16(a) ofthe Securities Exchange Act of 1934 requires our directors, executive officersand persons who beneficially own more than 10 percent of our common stock tofile with the Securities and Exchange Commission reports of ownership regardingthe common stock and other Ceridian equity securities. These persons arerequired by the Securities and Exchange Commission regulations to furnish uswith copies of all Section 16(a) reports they file. To our knowledge,based on a review of copies of the Section 16(a) reports receivedduring the period from January 1, 2006 until February 14, 2007 andwritten representations from each of our directors and executive officers, allof our directors and executive officers complied with the applicable Section 16(a) filingrequirements, except that Robert J. Severson, retired Senior Vice PresidentCorporate Technology, failed to timely report on a Form 4 the sale of twoshares of Ceridian common stock on April 12, 2006 to cover a fee relatedto the certification of shares held in the terminated Ceridian CorporationEmployee Stock Purchase Plan. A Form 4 was subsequently filed by Mr. Seversonon May 9, 2006.

**Code of Conduct**

We have a code of conduct for all of our employees,including our principal executive, financial and accounting officers and ourcontroller, and each of the non-employee directors on our Board of Directors. 

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The Ceridian CorporationCode of Conduct may be found on our web site at *www.ceridian.com*in the “Corporate Governance” section. Copies of our Code of Conduct areavailable in print to any stockholder who submits a request to CeridianCorporation, Attention: Corporate Secretary, 3311 E. Old Shakopee Road,Minneapolis, Minnesota 55425. We intend to satisfy the disclosure requirementunder Item 5.05 of Form 8-K regarding an amendment to, or a waiverfrom, a provision of the Code of Conduct by our principal executive officer,principal financial officer, principal accounting officer or controller orperson’s performing similar functions by posting such information in the “CorporateGovernance” section of our website at *www.ceridian.com*.

Our Internet website andthe information contained on or connected to the website are not intended to beincorporated by reference into this Form 10-K/A.

**Audit Committee ofthe Board of Directors**

The Board of Directors ofCeridian has established our Audit Committee to, among other things, overseeour accounting and financial reporting processes and the audits of ourfinancial statements. The following members of our Board of Directors currentlyserve on the Audit Committee: George R. Lewis (Chair), L. White Matthews, III,and William L. Trubeck. In February 2007, the Board determined that theAudit Committee was composed of independent directors in accordance with NewYork Stock Exchange listing standards, that all current Audit Committee membersare financially literate under New York Stock Exchange listing standards andthat Messrs. Lewis, Matthews and Trubeck each qualify as an “auditcommittee financial expert” within the meaning of Securities and ExchangeCommission regulations. No member of the Audit Committee received anycompensation from Ceridian during the last fiscal year other than related tohis services on the Board.

**Item 11.**                 ExecutiveCompensation

**CompensationDiscussion and Analysis**

The Compensation and Human Resources Committee of theBoard of Directors (the “Compensation Committee”) establishes and administersour executive compensation program. The Compensation Committee has directoversight of the compensation and benefit programs for executive officers andcertain other senior-level employees who have significant influence andresponsibilities for operations and financial accounting. Reports of theCompensation Committee’s actions and recommendations are provided to the fullBoard of Directors.

This discussion providesthe philosophical principles, specific program elements and other factorsconsidered by the Compensation Committee in making decisions about and the rationalefor such decisions regarding executive compensation, including compensation foreach person who served as chief executive officer and chief financial officerin 2006 and the next three most highly compensated persons serving as executiveofficers as of December 31, 2006 (these six individuals are referred to inthis Form 10-K/A as the “named executives”).

***Compensation Philosophy and Committee Process.***

The CompensationCommittee’s guiding philosophy is to provide a compensation program that willattract, motivate, reward and retain top quality executive leadership for ourcurrent and long-term success. To that end, the executive compensation programseeks to:

·       emphasizeperformance-based pay by rewarding superior performance with superior levels ofcompensation and imposing consequences for underperformance;

·       alignthe interests of senior management with the interests of our stockholdersthrough the use of equity compensation, further emphasized through stockownership guidelines;

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·       motivatebehaviors that increase the short- and long-term financial performance of ourCompany; and

·       competeappropriately with other companies by evaluating base salary and short- andlong-term incentive pay against the external marketplace.

Total compensation (base salary, annual cashperformance bonus and long-term equity incentive compensation) generally istargeted in a range between the 50th and 75th percentiles ofcomparative market data. Greater weight is given to an executive’sperformance-based compensation (annual cash performance bonus and long-termequity incentives) than to base salary. The higher the level of responsibilityan executive has, the greater the executive’s total direct compensationemphasizes performance-based compensation. The Compensation Committee believesthat a higher level of at-risk pay is appropriate given the influencesenior-level executives have on our company’s performance. The executivecompensation program also accounts for individual performance, which enablesthe Compensation Committee to differentiate among executives and emphasize thelink between their personal performance and compensation.

In the first quarter of each year the CompensationCommittee receives information regarding competitive compensation levels andpractices for positions comparable to our executive officer and senior-levelpositions. This information is obtained from published nationwide compensationsurveys compiled by nationally recognized compensation consulting firms. Thecompanies included in the surveys are determined by these compensationconsulting firms; therefore the comparative compensation information is drawnfrom a much broader range of companies than those included in our peer groupindex utilized in the stock price performance graph contained in Part II,Item 5 of the Original Filing. General compensation surveys are used because,for many executive positions, our competition for talent is not industryspecific. The competitive information, along with each executive’s currentcompensation information, is compiled for comparison purposes by managementinto a tally sheet for Compensation Committee review. In making annualdecisions regarding compensation for the chief executive officer, theCompensation Committee meets in executive session to consider the chiefexecutive officer’s performance for the year and the external competitivecompensation information from the surveys described above. For all senior-levelexecutives, the Compensation Committee solicits and considers input from thechief executive officer regarding individual performance and potential.

The Compensation Committeealso periodically, but no less than annually, reviews termination paymentscenarios compiled by management for each of the named executives. In addition,the Compensation Committee periodically reviews all of our benefit andperquisite programs and considers recommendations by management.

***2006 Components of Executive Compensation.***

The principalcomponents of compensation for the named executives were:

·       basesalary;

·       annualcash performance bonus;

·       long-termequity incentives;

·       otherexecutive benefits and perquisites; and

·       employmentagreements, which contain termination and change-of-control benefits.

There is no pre-established policy or target for theallocation among the components of compensation.

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**BaseSalary.**   Base salary generally is targeted toapproximate the 50th percentile of comparative market data. The 50th percentile was selected to assure that we payapproximately the same for a given position as the marketplace, without over-or under-compensating an executive. Deviation from the 50th percentile may be determined to beappropriate based on the Compensation Committee’s assessment of the need toattract a particular executive, the responsibilities of the position, theexecutive’s performance and experience, and relative internal reportingrelationships, recognizing that not all positions are directly correlated atdifferent companies and not all individuals have the same talents among theirpeers.

**AnnualCash Performance Bonus.****  **Our short-term incentive program consists of anannual cash performance bonus to focus executives and all employees on meetingshorter-term financial and other goals in a timeframe that is consistent withour annual business planning. The Compensation Committee determines the goalsfor the performance bonus plan in conjunction with the Board’s approval ofstrategic and operating plans, so that the performance goals support theachievement of these plans. Each named executive’s target annual incentivebonus percentage is set as a percentage of base salary, generally within thetargeted range of the 50th to 75th percentile of comparative market data. Thisrange supports the compensation philosophy that provides the opportunity for anindividual’s total compensation to reach up to the 75th percentile of comparative market data based onCompany and individual performance. The individual performance plans providefor threshold, target and maximum payments to reward executives for varyingdegrees of accomplishment of their financial and non-financial performanceobjectives.

TheCompensation Committee established the following annual cash performance bonuspercentages for 2006 for Gary A. Krow, Gary M. Nelson, Douglas C. Neve, RobertJ. Severson and Ronald L. Turner:

| **Name**           | ** ** | ** ** | ** ** | **Threshold Bonus  (Percentage of  Base Salary)** | ** ** | **Target Bonus  (Percentage of  Base Salary)** | ** ** | **Maximum Bonus  (Percentage of  Base Salary)** | ** ** |
|--------------------|------------|------------|------------|------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|----------------------------------------------------------------|------------|
| Gary A. Krow       |       |       | 50         | %                                                                |       |                                                          | 80         | %                                                              |       |   | 110 | % |   |
| Gary M. Nelson     |       |       | 50         |                                                             |       |                                                          | 70         |                                                           |       |   | 90 |   |   |
| Douglas C. Neve    |       |       | 50         |                                                             |       |                                                          | 80         |                                                           |       |   | 110 |   |   |
| Robert J. Severson |       |       | 25         |                                                             |       |                                                          | 40         |                                                           |       |   | 60 |   |   |
| Ronald L. Turner   |       |       | 80         |                                                             |       |                                                          | 110        |                                                           |       |   | 140 |   |   |

 

Anexecutive’s annual cash performance bonus plan may have a number of differentfinancial and non-financial criteria for achievement tied to company performanceobjectives and individualized base on the executive’s ability to influence andcontribute to results. The performance criteria established by the CompensationCommittee for the 2006 annual cash performance bonus for Messrs. Nelson,Neve, Severson and Turner were as follows:

| **Objective**              | ** ** | ** ** | ** ** | **Weight** | ** ** | **Threshold**                                                                                                    | ** ** | **Target** | ** ** | **Superior** | ** ** |
|----------------------------|------------|------------|------------|------------|------------|------------------------------------------------------------------------------------------------------------------|------------|------------|------------|--------------|------------|
| Net Earnings               |       |       | 25         | %          |       | $                                                                                                                | 141.1M     |       | $          | 148.5M       |       | $ | 155.9M |   |
| Cash Flow from  Operations |       |       | 25         | %          |       | $                                                                                                                | 123.0M     |       | $          | 129.5M       |       | $ | 136.0M |   |
| Revenue                    |       |       | 25         | %          |       | $                                                                                                                | 1,545.1M   |       | $          | 1,576.6M     |       | $ | 1,608.1M |   |
| Talent Development         |       |       | 25         | %          |       | Objective and  subjective components  in the areas of leadership, mentoring,  diversity and succession planning. |       |

 

The revenue and netearnings measures were chosen in order to provide a balance between top andbottom line growth, while cash flow recognizes the importance of this measureto the overall health of our business and stock price. The non-financial bonuscriteria of talent development was selected because it recognizes theimportance of improving our depth of leadership. The performance of ourbusinesses is dependant upon building a core group of management personnel withthe appropriate skills, abilities and 

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marketknowledge and continually develop the appropriate succession plans to continueto grow our business.

Theperformance criteria established for the 2006 annual cash performance bonus forMr. Krow were as follows:

| **Objective**                                       | ** ** | ** ** | ** ** | **Weight** | ** ** | **Threshold**                                                                                                    | ** ** | **Target** | ** ** | **Superior** | ** ** |
|-----------------------------------------------------|------------|------------|------------|------------|------------|------------------------------------------------------------------------------------------------------------------|------------|------------|------------|--------------|------------|
| Comdata Earnings Before  Taxes                      |       |       | 40         | %          |       | $                                                                                                                | 151.7M     |       | $          | 156.3M       |       | $ | 160.9M |   |
| Stored Value Systems  Deferred Gross Billable  Fees |       |       | 10         | %          |       | $                                                                                                                | 125.2M     |       | $          | 129.1M       |       | $ | 132.9M |   |
| Comdata Revenue                                     |       |       | 20         | %          |       | $                                                                                                                | 458.4M     |       | $          | 467.8M       |       | $ | 477.1M |   |
| Six Sigma Cost Savings                              |       |       | 15         | %          |       | $                                                                                                                | 3.5M       |       | $          | 4.0M         |       | $ | 4.5M |   |
| Talent Development                                  |       |       | 15         | %          |       | Objective and subjective  components in the areas of  leadership, mentoring, diversity  and succession planning. |       |

 

The Compensation Committeeselected Comdata operating income and revenue to provide a balance between topand bottom line growth for the entire Comdata business unit. Deferred grossbillable fees for the Stored Value Solutions (SVS) business line of Comdata waschosen because it is an important indicator of future revenue of this business.The cost savings from six sigma projects was selected to encourage continuedemphasis on projects that improve Comdata’s productivity. As has been notedabove, the Compensation Committee selected the non-financial bonus criteria oftalent development because it recognized the importance of improving our depthof leadership.

The actual amount of theannual cash performance bonus is subject to the discretion of the CompensationCommittee, and the amount can be impacted by significant external events,individual employment status and performance, and unusual business events. As aresult, the Compensation Committee has from time to time exercised itsdiscretion and awarded annual cash performance bonuses in excess of theperformance achieved by named executives and no annual cash performance bonusto named executives who had achieved their performance goals. For example, in February 2007,the Compensation Committee used its discretion to modify some of the financialtargets for Messrs. Krow, Nelson and Neve prior to payment inconsideration of unexpected events that primarily occurred during 2006. Specifically,the revenue, cash flow and net earnings financial factors were modified toaccount for the following: (1) increased revenue deferrals; (2) theimpact of strategic business decisions such as the sales of business assets,pension contributions, common stock repurchases and litigation reserves; (3) theoperating cash flow impact of the adoption of Statement of Financial AccountingStandards 123R, “Share-Based Payment” (“FAS 123R”) and change in fuel prices;and (4) the impact of income tax revenue adjustments.

**Long-Term Equity Incentives.**   Ourlong-term equity incentive compensation program is in the form of stock optionsand restricted stock or restricted stock unit awards. The use of equity isdesigned to motivate long-term improvement of business fundamentals to fostershareholder value through an increased stock price. In the past, awards havebeen granted annually to all named executives, senior-level executives, amajority of other executives, and a significant number of key contributorsbased on their level of responsibility, ability to impact results, andindividual performance and experience. Each year, the Compensation Committeereviews the overall long-term incentive program and determines the targetedtotal share pool and grant ranges for specific levels of employees. The grantranges are expressed in present cash value because this cash value indicatesthe expense to the company pursuant to FAS 123R. In 2007, the CompensationCommittee modified the long-term equity incentive compensation program to focusawards on successful and high potential employees, which resulted in fewerexecutives receiving equity awards.

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For the named executives, the Compensation Committeegenerally uses an individually determined cash compensation multiplier, basedon position, to determine any long-term equity incentive award. The multiplieris used to ensure that a significant portion, usually a majority, of totaldirect compensation is delivered in the form of equity rather than cash,supporting the philosophy of giving greater weight to performance-basedcompensation. The Compensation Committee believes this approach to beconsistent with competitive practice. The multiplier for each named executiveis based upon the Compensation Committee’s judgment of the executive’sresponsibilities within Ceridian and external competitive norms for theposition.

For executives, including the named executives, stockoptions are awarded to deliver 65% of the long-term equity incentivevalue and restricted stock (awards or units) are awarded to deliver theremaining 35% of the long-term equity incentive value. The specific stockvehicles were selected to encourage stock ownership and retention (restrictedstock awards and units) and motivate accelerated shareholder growth through anincreased stock price (stock options). In addition, the long-term equityincentive program targets awards to approximately 10% of salaried employees,selecting these individuals based on their individual performance and abilityto impact business results. For these “key employees”, awards are granted inthe form of restricted stock units, to directly align their interest withstockholders, and in part in response to recipients’ perceived value of thistype of award. One third of the amount of stock options, restricted stockawards and restricted stock units vest annually beginning with the firstanniversary of the date of grant. Time-based vesting was selected overperformance measures because the Compensation Committee determined that theannual cash performance bonus was more effective in attaining performance goals.Stock options expire five years after the date of grant. This term was chosenin order to encourage an accelerated appreciation in stock price.

Annual long-term equity incentive awards havegenerally been made in the first quarter of the year to existing employees,with the grants made on the day of a Compensation Committee meeting, in orderto coordinate the general timing with other compensation actions, such as anyannual salary increases and any cash performance bonus payments. Awards arepriced based on the closing price on the New York Stock Exchange of a share ofcommon stock on the date of grant. Periodic long-term equity incentive awardsare granted throughout the year for newly hired and promoted executives. Suchawards are granted at a Compensation Committee meeting or on the first businessday of the month, and are not coordinated with the public release of nonpublicmaterial information. The Board has delegated authority to the chief executiveofficer to approve long-term equity incentive awards to certain employees,excluding the named executives and certain senior executives, up to a maximumdollar value. This delegation acknowledges the chief executive officer’sappropriate stewardship of the overall long-term incentive program and relievesthe Compensation Committee of this deemed administrative task. The CompensationCommittee establishes an annual pool that is available under this delegationand is periodically provided a summary of awards made through this delegationat meetings during the year. Any awards to named executives and certain seniorexecutives, or awards outside the chief executive officer delegation, are madesolely by the Compensation Committee.

We maintain stock ownership guidelines for the namedexecutives in order to more closely align the financial position of theexecutive with our stockholders. The stock ownership guidelines provide thateach executive officer should strive to own Ceridian common stock with a marketvalue equal to a multiple of his or her base salary within five years. Theguideline is five times base salary for the chief executive officer, threetimes base salary for Messrs. Neve and Krow, and two times base salary forMessrs. Nelson and Severson. As of December 31, 2006, Ms. Marinelloand Messrs. Krow and Nelson had exceeded their stock ownership goals and Messrs. Neveand Severson had achieved over 90 and 70 percent of their respective ownershipgoals. As of his retirement date in October 2006, Mr. Turner hadsatisfied his stock ownership goal.

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**OtherExecutive Benefits and Perquisites.****  **We offer certain benefit andperquisite programs for the named executives and other senior-level executives.The Compensation Committee believes that these programs are necessary to becompetitive in attracting and retaining top quality leaders. The CompensationCommittee periodically reviews the benefit and perquisite programs to ensurethe programs remain competitive, cost-effective, and in-line with the originalgoals of the programs. Except as indicated, all named executives are eligiblefor the following programs:

***DeferredCompensation Plan.*****  **Wemaintain a deferred compensation plan that allows executives to defer receiptof up to 100% of their base salary and/or annual cash performance bonus intoaccounts that track the performance of investment funds. This plan wasestablished to give executives an additional tax-deferred method to save forretirement, education or other significant expenditures. In addition, all namedexecutives except Mr. Severson may select a phantom investment fund in theplan that is designed to mirror the performance of our common stock. If thereis an investment into the phantom stock fund, the named executive receives amatching contribution equal to 15% of executive’s allocation to that investment.This provision was put in place in 2001 to encourage named executives to meettheir stock ownership requirements.

***DefinedContribution Retirement Plans.******  ***Wesponsor a defined contribution 401(k) retirement plan for U.S. employeesthat provides for voluntary employee contributions and a company match. Thisplan is our primary retirement plan for U.S. employees. We have alsoestablished a 401(k) restoration matching contribution program forexecutives whose 401(k) plan employer matching contributions are limitedby IRS regulations. In addition, for the named executives except Messrs. Seversonand Turner, we make supplemental executive retirement plan (SERP) contributions.Both the 401(k) restoration and SERP contributions are credited annuallyto the executive’s account in our deferred compensation plan. The 401(k) restorationand SERP programs are intended to provide an enhanced retirement benefit tothose executives who did not participate in any defined benefit pension plan inorder to attract and retain mid-career executives.

***Defined BenefitPension Plans.******  ***Wemaintain a defined benefit pension plan for certain of our U.S. employees,which has been closed to new participants since January 2, 1995. Prior tothis date, this pension plan was the primary retirement plan for employees. Wealso established a benefit equalization plan for executives whose pension planaccruals are limited by IRS regulation. Of the named executives, Messrs. Seversonand Turner participated in the defined benefit pension plan and the benefitequalization plan. In addition, in 1999 Mr. Turner was provided anindividually-negotiated defined benefit supplemental executive retirement planas described below under the heading “2006 Compensation for Named Executives—RonaldL. Turner.”

***Other SupplementalBenefits and Perquisites.******  ***Weprovide the named executives with certain miscellaneous benefits, includinglong-term care insurance and enhanced short- and long-term disability programs,and one additional week of vacation leave (with the exception of Mr. Krow).Further, all named executives (with the exception of Mr. Severson) mayobtain an annual executive physical for themselves at our expense, and theirspouses may also obtain an annual physical, the cost of which is income to theexecutive. As part of her employment agreement, we agreed to provide Ms. Marinellowith an allowance, to be determined periodically by the Compensation Committee,for membership in a country club of her choice. Ms. Marinello has not yetrequested this allowance. In 2006, we owned a country club membership forbusiness purposes, and designated Mr. Nelson as one of the authorizedusers. Mr. Nelson had no personal use of the membership in 2006. We alsoreimbursed Mr. Neve for the cost of business use of his individual ownedclub membership. Club memberships were available to Mr. Turner prior tohis retirement. Any personal use of a club membership is paid for by theexecutive or included as income. Many of these programs were established yearsago when the use of such perquisites was considered a required competitivebenefit. The Compensation Committee continues to review the necessity and valueof these programs. As a 

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result of a review in2006, the long-term care insurance program was significantly reduced for newnamed executives and the Company-owned golf club membership was canceled.

In addition, we generally provide a cash payment inlieu of certain other perquisites to executives. The cash payment is intendedto replace common competitive perquisites and provide increased flexibility forthe executive while reducing our administration. As a result, we generally donot provide common perquisites such as a car allowance, financial counseling,legal counseling, et cetera to executives.

The Compensation Committee has approved a policy thatpermits non-employee directors, the named executives, and other senior or keypersonnel (authorized in advance by the chief executive officer) to use ourairplane for personal use. In addition, a spouse or other family member mayaccompany a director or executive on our airplane. The director or executive incursincome calculated at the Standard Industry Fare Level (SIFL) rates for anypersonal use of our airplane.

**Employment Agreements andTermination and Change-of-Control Benefits.****  **Of the named executives, we have employmentagreements with Ms. Marinello and Messrs. Krow and Nelson, and we hademployment agreements with Messrs. Neve and Turner. The primary purpose ofthe agreements is to establish the terms of employment and to protect bothCeridian and the individual. We are provided with reasonable protections thatthe executive will perform at acceptable levels and will not compete with,disparage, or solicit employees from Ceridian after termination of theemployment relationship. The executive is provided financial protection in theevent of certain reasons for termination of employment, in recognition of theexecutive’s professional career and a foregoing of present and future careeroptions. The employment agreements provide for severance payments in the eventof certain categories of termination. The form of employment agreements enteredinto with Messrs. Krow, Nelson, Neve and Turner were designed to recognizethe risk associated with senior level executive positions and the possibilityof acquisition. Modifications were made to the form of executive employmentagreement during the negotiation process with Ms. Marinello, inconsideration of current competitive employment provisions and to comply withnew rules related to post-termination payments under Section 409A ofthe Internal Revenue Code of 1986, as amended, for senior executives of allpublic companies.

***Tax and Accounting Implications.***

In determining specific elements and payment ofcompensation for the named executives, the Compensation Committee considers howsuch decisions may affect Ceridian and the individual executive. The followinghighlights certain tax and accounting rules that may be considered by theCompensation Committee.

**Deductibilityof Executive Compensation.****  **Section 162(m) of the Internal Revenue Codeof 1986, as amended, limits to $1 million the tax deduction for annualcompensation paid to each of the named executives unless certain requirementsare met. One of these requirements is that the individual compensation inexcess of $1 million be based on attainment of performance goals established inthe manner prescribed by Section 162(m). The Compensation Committeesupports the philosophy that a significant portion of the total compensationprovided to an executive should be performance based. At the same time, theCompensation Committee believes that it is important to retain the flexibilityto tailor the compensation program in the manner it believes to be mostbeneficial to Ceridian and its stockholders. Therefore, the CompensationCommittee has not adopted a policy that all compensation must be deductible.

In 2006, we were not able to deduct compensation inexcess of $1 million for Ms. Marinello. As Mr. Turner was not anemployee at the end of 2006, all payments made to Mr. Turner in 2006 wereexempt from Section 162(m), and thus were able to be fully deducted.

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**NonqualifiedDeferred Compensation.****  **OnOctober 22, 2004, the American Jobs Creation Act of 2004 was signed intolaw, creating Section 409A of the Internal Revenue Code of 1986, asamended, and changing the tax rules applicable to nonqualified deferredcompensation arrangements. We believe that we have been operating in good faithcompliance with the statutory provisions that began effective January 1,2005. In 2006, we amended our deferred compensation plan, benefit equalizationplan, and certain of our employment agreements to reflect the requirements of Section 409A.

**Accounting for Stock-BasedCompensation.****  **Beginningon January 1, 2006, we began accounting for all stock-based payments inaccordance with the requirements of FAS 123R. The compensation expense is asignificant factor in determining the amount of all stock awards and stockoption awards to employees.

***2006 Compensation for Named Executives.***

**KathrynV. Marinello.****  **Ms. Marinellobecame President and Chief Executive Officer on October 20, 2006 followingan extensive, well-defined search by the Board. The non-executive members ofthe Board authorized L. White Matthews, III, Chair of the Board, andRonald T. LeMay, Chair of the Nominating and Corporate Governance Committee, tolead the executive search with the assistance of an independent privately-heldglobal executive search firm. Messrs. Matthews and LeMay reviewed thecompensation of Mr. Turner, retiring President and Chief ExecutiveOfficer, and competitive compensation data provided by management and theexecutive search firm. Based upon this information, Messrs. Matthews andLeMay recommended the approval of all elements of Ms. Marinello’scompensation and her employment agreement to the Compensation Committee and thenon-executive members of the Board. The Compensation Committee and thenon-executive members of the Board authorized Ms. Marinello’s compensationand employment agreement.

Ms. Marinello’s initial base salary was set at$780,000, based on an updated salary analysis completed earlier in the year forMr. Turner. For the period commencing October 20, 2006 through December 31,2007, Ms. Marinello’s annual cash incentive bonus is targeted at 110% ofher base salary, with a maximum payment of 140% of base salary. These are theincentive percentages previously established by the Compensation Committee forthe chief executive officer position. Any cash performance bonus payment to Ms. Marinellofor 2006 and 2007 will be paid at the beginning of 2008, based on approximately15 months of service in recognition that Ms. Marinello was not at thecompany long enough in 2006 to significantly impact 2006 financial results.

On October 20, 2006, the date she became anemployee, Ms. Marinello was granted stock options and restricted stockwith a combined present value of $4,100,000 as of October 20, 2006. Theamount reflects the Compensation Committee past practice of determininglong-term incentive compensation by multiplying total cash compensation (basesalary plus target annual cash performance bonus) by 2.0, the multipletraditionally used by the Compensation Committee for the chief executiveofficer. This amount in turn was then multiplied by 1.25 representing serviceto be rendered by Ms. Marinello in 2006 and 2007. In addition, to replaceunvested equity awards granted by her former employer, Ms. Marinello wasgranted a retention bonus restricted stock award valued at $2,500,000 as of October 20,2006. In the event of termination without cause by the Company or terminationfor good reason by Ms. Marinello prior to October 1, 2007, one-thirdof these stock option and restricted stock awards granted will vest. Thisaccelerated vesting was approved by the non-executive members of the Board inrecognition of the compensation and career risk associated with Ms. Marinelloaccepting a new position as chief executive officer. “Cause” and “good reason”have the meanings set forth in Ms. Marinello’s employment agreement.

To recruit Ms. Marinello, the non-executivemembers of the Board determined it was necessary to replace certaincompensation elements that she would lose from her prior employer in acceptingher position with Ceridian. In addition to the restricted stock retention awarddiscussed above, a sign-on bonus 

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of $950,000 was providedto compensate Ms. Marinello for the expected annual cash bonus she wouldhave received from her prior employer for 2006. Further, $10,000 of legalexpenses associated with negotiating the terms of her employment agreement waspaid on Ms. Marinello’s behalf.

**DouglasC. Neve.****  **Mr. Neveserved as Executive Vice President and Chief Financial Officer during 2006 anduntil his resignation effective as of March 8, 2007. A description of themutual termination agreement entered into with Mr. Neve is described belowunder the heading “2007 Compensation Actions for Named Executives.” In 2006,after reviewing competitive data, the Compensation Committee maintained Mr. Neve’sbase salary at $400,000, and granted a long-term equity incentive award with apresent cash value of $980,000, based on the Compensation Committee’s totalcash compensation multiplier of 1.2 for long-term equity incentive awards forhis position. Based on the financial results and a subjective evaluation of Mr. Neve’sperformance related to his talent development objective, a cash performancebonus payment of 92% of base salary was awarded to Mr. Neve for 2006 andpaid in 2007.

**GaryA. Krow.****  **Mr. Krowserved as Executive Vice President and President of Comdata during 2006. In2006, Mr. Krow’s base salary was increased by 7% to $375,000 to bring thebase salary to the 61st percentile of salary survey data, inrecognition and reward for the continued strong performance of the Comdatabusiness. Further, in 2006, Mr. Krow was granted a long-term equityincentive award with a present cash value of $960,000, based on theCompensation Committee’s total cash compensation multiplier of 1.3 forlong-term equity incentive awards for his position. Based on financial resultsand a subjective evaluation of Mr. Krow’s performance related to histalent development and six sigma objectives, a cash performance bonus paymentof 96% of base salary was awarded to Mr. Krow for 2006 and paid in 2007.

**GaryM. Nelson.****  **Mr. Nelsonserved as Executive Vice President, Chief Administrative Officer, GeneralCounsel and Corporate Secretary during 2006. In 2006, the CompensationCommittee increased Mr. Nelson’s base salary by 11% to $350,000 in orderto bring the base salary to the 50th percentile of salary survey data. In 2006, Mr. Nelsonalso was granted a long-term equity incentive award with a present cash valueof $700,000, based on the Compensation Committee’s total cash compensationmultiplier of 1.2 for long-term equity incentive awards for his position. Basedon the financial results and a subjective evaluation of Mr. Nelson’sperformance related to his talent development objective, a cash performancebonus payment of 78% of base salary was awarded to Mr. Nelson for 2006 andpaid in 2007.

**RobertJ. Severson.****  **Mr. Seversonretired as Senior Vice President, Corporate Technology, effective December 31,2006. In 2006, the Compensation Committee maintained Mr. Severson’s basesalary at $250,000 because it was deemed by the Compensation Committee ascompetitive with similar positions at companies in our peer group. TheCompensation Committee further granted Mr. Severson a long-term equityincentive award with a present cash value of $225,000, using our internal grantguidelines for senior vice presidents and accounting for the level of hisresponsibilities within Ceridian. At a meeting held on December 14, 2006,in anticipation of his retirement and based on the projected financial resultsof the Company and a subjective evaluation of Mr. Severson’s performancerelated to his talent development objective, a cash performance bonus paymentof 40% of base salary was awarded to Mr. Severson for 2006.

**RonaldL. Turner.****  **Mr. Turnerserved as President and Chief Executive Officer until his retirement effective October 20,2006. His compensation for 2006 was determined during an executive session ofthe Compensation Committee to evaluate his performance. For 2006, Mr. Turner’sannual base salary was increased 3.4% to $750,000. The decision to increase hisannual base salary was made after reviewing competitive base salary informationfor chief executive officers pursuant to the Compensation Committee’s practice.At the same time, the Compensation Committee granted Mr. Turner along-term equity incentive award with a present cash value of $3,400,000, basedon the Compensation Committee’s total cash compensation multiplier of 2.0 forlong-term equity incentive awards for his position.

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In connection with Mr. Turner’s retirement, theCompensation Committee agreed to consider a pro rata bonus for his 2006 service.At a meeting held on September 20, 2006, the Compensation Committeeapproved a bonus payment of $752,568 for Mr. Turner, reflecting 125% ofhis base salary and paid pro rata based on the number of days served asPresident and Chief Executive Officer in 2006. The amount of Mr. Turner’scash performance bonus was determined based upon an eight month review of ourfinancial performance and forecasted year end financial performance, and theCompensation Committee’s subjective review of his performance against histalent development objective.

Mr. Turner was aparticipant in our defined benefit pension plan and our non-qualified definedbenefit equalization plan, and was provided an individual defined benefit SERP.The terms of the SERP were negotiated when Mr. Turner assumed the positionof President, Chief Executive Officer and Chairman of the Board. At that time,the Compensation Committee believed that SERP benefits were a competitivepractice and were necessary to attract and retain chief executive officers.

***2007 Compensation Actions for Named Executives.***

In February 2007, the Compensation Committeegranted annual performance bonus awards for 2006 performance to Messrs. Krow,Nelson and Neve, as described above, and provided 2007 annual base salaryincreases for Messrs. Krow and Nelson. Mr. Krow’s base salary wasincreased 33% from $375,000 to $500,000 to align this salary with that of aprincipal executive of a subsidiary. The Compensation Committee believes thatthis characterization better reflects the nature of Mr. Krow’s position.Mr. Nelson’s base salary was increased 4% from $350,000 to $365,000.

In addition, in February 2007, the CompensationCommittee provided Mr. Krow with a one-time 72,993 restricted stock unitretention award which vests in full upon the third anniversary of the date ofgrant, and established for 2007 his target annual cash performance bonuspercentage at 100% of his base salary, with a threshold bonus percentage equalto 70% of his base salary and a maximum possible bonus equal to 130% of hisbase salary to further align his compensation with that of a principalexecutive of a subsidiary.

In March 2007, we entered into a mutualtermination agreement with Mr. Neve pursuant to which Mr. Neveresigned as an officer of Ceridian. The terms of the mutual terminationagreement provided for payments contemplated by Mr. Neve’s employmentagreement for a termination without cause and also provided for the acceleratedvesting of unvested stock options and restricted stock and restricted stockunits held by Mr. Neve. The Board determined that the vesting of suchunvested awards was appropriate in light of the contributions Mr. Nevemade to the financial organization of Ceridian.

Further, in March 2007,we hired Gregory Macfarlane as Executive Vice President and Chief FinancialOfficer to succeed Mr. Neve. The Compensation Committee provided Mr. Macfarlanewith the following compensation:

·       anannualized base salary of $350,000;

·       anannual cash performance bonus in 2007 with a target bonus at 70% of his basesalary, a threshold bonus equal to 50% of his base salary and a maximumpossible bonus equal to 90% of his base salary, pursuant to criteria to beestablished by the Compensation Committee;

·       asupplemental annual cash payment in lieu of additional perquisites in theamount of $25,000;

·       anon-qualified stock option award to purchase 40,750 shares of the Company’scommon stock granted on March 26, 2007 (the commencement date of hisemployment), with an exercise price of $33.07 equal to the fair market value ofthe Company’s common stock as of the close of business on March 26, 2007,which will vest ratably in 33-1/3% increments on March 26, 2008,2009 and 2010;

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·       a17,250 share restricted stock award granted on March 26, 2007, which willvest ratably in 33-1/3% increments on March 26, 2008, 2009 and 2010;

·       a$150,000 cash signing bonus; and

·       anannual SERP contribution to an account in Mr. Macfarlane’s name in ourDeferred Compensation Plan in the amount of 8% of his annual base salary andannual cash performance bonus award.

After reviewing competitive data, the CompensationCommittee established Mr. Macfarlane’s total base salary and annualperformance bonus at approximately the 50th percentile of comparative market data. Thestock option award and 7,250 shares of restricted stock were awarded to Mr. Macfarlanewith present cash value of approximately $684,000, based on the CompensationCommittee’s total cash compensation multiplier of 1.1 for long-term equityincentive awards for his position. The signing bonus and 10,000 shares ofrestricted stock were awarded to compensate Mr. Macfarlane for the loss ofstock options and restricted stock that would be forfeited at his prioremployer. Mr. Macfarlane also received an employment agreement in the formrecently provided to certain newly hired senior executives.

On March 28, 2007,the Compensation Committee also set annual cash performance bonus criteria for Ms. Marinelloand Messrs. Krow and Nelson.

**CompensationCommittee Report**

The Compensation and Human Resources Committee hasreviewed and discussed the Compensation Discussion and Analysis set forth abovewith Ceridian’s management. Based upon the review and discussions noted above,the Compensation and Human Resources Committee has recommended to the Board ofDirectors that the Compensation Discussion and Analysis be included in thisreport.

Compensation and Human Resources Committee

Nicholas D. Chabraja, ChairRonald T. LeMayRichard SzafranskiAlan F. White

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**ExecutiveCompensation**

***Summary Compensation Table.***

The following tablesummarizes the compensation awarded to, paid to or earned by the namedexecutives in 2006:

**SUMMARYCOMPENSATION TABLE**

| Name and Principal Position                                                         | ** ** | ** ** | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Bonus  ($)** | ** ** | **Stock   Awards(1)  ($)** | ** ** | **Option   Awards(1)  ($)** | ** ** | **Non-Equity  Incentive  Plan  Compensation(2)  ($)** | ** ** | **Change in  Pension  Value and  Non-Qualified  Deferred  Compensation  Earnings(3)  ($)** | ** ** | **All Other  Compensation(4)  ($)** | ** ** | **Total  ($)** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|------------|------------|----------|------------|-----------------|------------|----------------|------------|---------------------------------|------------|----------------------------------|------------|-------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|----------------|------------|
| **(a)**                                                                                            | ** ** | **(b)**    | ** ** | **(c)**  | ** ** | **(d)**         | ** ** | **(e)**        | ** ** | **(f)**                         | ** ** | **(g)**                          | ** ** | **(h)**                                               | ** ** | **(i)**                                                                                              | ** ** | **(j)**                                  | ** ** |
| **Kathryn V. Marinello****(5)**                                                                    |       |       | 2006       |     |       | $               | 138,000    |           | $          | 950,000                         |       | $                                | 225,646    |                                                  | $          | 165,253                                                                                              |       |                                     | $          | 0              |       |   |   | $ | 0 |   |   |   | $ | 66,040 |   |   | $ | 1,544,939 |   |
| *President and Chief Executive  Officer*                                                           |       |       |       |     |       |            |       |           |       |                            |       |                             |       |                                                  |       |                                                                                                 |       |                                     |       |           |       |   |   |   |   |   |   |
| **Douglas  C. Neve****(6)**                                                                        |       |       | 2006       |     |       | 400,000         |       | 0              |       | 221,308                         |       | 530,239                          |       |                                                  | 369,048    |                                                                                                 |       |                                     | 0          |           |       |   | 128,486 |   |   | 1,649,081 |   |
| *Former Executive Vice President  and Chief Financial Officer*                                     |       |       |       |     |       |            |       |           |       |                            |       |                             |       |                                                  |       |                                                                                                 |       |                                     |       |           |       |   |   |   |   |   |   |
| **Gary A. Krow**                                                                                   |       |       | 2006       |     |       | 371,561         |       | 0              |       | 229,177                         |       | 436,104                          |       |                                                  | 360,750    |                                                                                                 |       |                                     | 0          |           |       |   | 126,924 |   |   | 1,524,516 |   |
| *Executive Vice President and  President of Comdata*                                               |       |       |       |     |       |            |       |           |       |                            |       |                             |       |                                                  |       |                                                                                                 |       |                                     |       |           |       |   |   |   |   |   |   |
| **Gary M.  Nelson**                                                                                |       |       | 2006       |     |       | 344,615         |       | 0              |       | 226,209                         |       | 447,264                          |       |                                                  | 273,611    |                                                                                                 |       |                                     | 0          |           |       |   | 96,857 |   |   | 1,388,556 |   |
| *Executive Vice President, Chief  Administrative Officer, General Counsel and Corporate Secretary* |       |       |       |     |       |            |       |           |       |                            |       |                             |       |                                                  |       |                                                                                                 |       |                                     |       |           |       |   |   |   |   |   |   |
| **Robert J. Severson****(7)**                                                                      |       |       | 2006       |     |       | 255,807         |       | 0              |       | 120,406                         |       | 269,740                          |       |                                                  | 100,000    |                                                                                                 |       |                                     | 281,483    |           |       |   | 72,439 |   |   | 1,100,053 |   |
| *Former Senior Vice President,  Corporate Technology*                                              |       |       |       |     |       |            |       |           |       |                            |       |                             |       |                                                  |       |                                                                                                 |       |                                     |       |           |       |   |   |   |   |   |   |
| **Ronald  L. Turner****(8)**                                                                       |       |       | 2006       |     |       | 617,153         |       | 752,568        | (9)        | 1,685,404                       |       | 3,813,310                        |       |                                                  | 0          |                                                                                                 |       |                                     | 2,423,018  |           |       |   | 501,456 |   |   | 9,972,909 |   |
| *Former President and Chief Executive Officer*                                                     |       |       |       |     |       |            |       |           |       |                            |       |                             |       |                                                  |       |                                                                                                 |       |                                     |       |           |       |   |   |   |   |   |   |
|                                                                                                    |            |            |            |          |            |                 |            |                |            |                                 |            |                                  |            |                                                       |            |                                                                                                      |            |                                          |            |                |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)                Represents the recognized FAS 123R expensein 2006 of stock option, restricted stock, and restricted stock unit awardsgranted in 2006 and prior years, as indicated in the table below. Assumptionsused in the calculation of these amounts are included in footnote 8 to ouraudited financial statements included in the Original Filing.

| **Name and Year of Award** | ** ** | ** ** | ** ** | **Restricted    Stock and    Restricted   Stock    Units Award    Expense ($)** | ** ** | **Stock Option    Expense ($)** | ** ** |
|------------------------------------------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|
| Kathryn V. Marinello                           |       |       |       |                                                                                                               |       |                                           |       |   |   |
| 2006 Award                                     |       |       | $          | 225,646                                                                                                            |       |                                           |       | $ | 165,253 |   |   |
| Douglas C. Neve                                |       |       |       |                                                                                                               |       |                                           |       |   |   |
| 2005 Award                                     |       |       | 134,627    |                                                                                                               |       |                                           | 343,440    |   |   |
| 2006 Award                                     |       |       | 86,681     |                                                                                                               |       |                                           | 186,799    |   |   |
| TOTAL:                                         |       |       | 221,308    |                                                                                                               |       |                                           | 530,239    |   |   |
| Gary A. Krow                                   |       |       |       |                                                                                                               |       |                                           |       |   |   |
| 2003 Award                                     |       |       | 5,167      |                                                                                                               |       |                                           | 2,923      |   |   |
| 2004 Award                                     |       |       | 66,952     |                                                                                                               |       |                                           | 66,119     |   |   |
| 2005 Award                                     |       |       | 72,138     |                                                                                                               |       |                                           | 184,064    |   |   |
| 2006 Award                                     |       |       | 84,920     |                                                                                                               |       |                                           | 182,998    |   |   |
| TOTAL:                                         |       |       | 229,177    |                                                                                                               |       |                                           | 436,104    |   |   |
| Gary M. Nelson                                 |       |       |       |                                                                                                               |       |                                           |       |   |   |
| 2003 Award                                     |       |       | 3,448      |                                                                                                               |       |                                           | 1,952      |   |   |
| 2004 Award                                     |       |       | 44,635     |                                                                                                               |       |                                           | 44,082     |   |   |
| 2005 Award                                     |       |       | 43,556     |                                                                                                               |       |                                           | 111,113    |   |   |
| 2006 Award                                     |       |       | 134,570    |                                                                                                               |       |                                           | 290,117    |   |   |
| TOTAL:                                         |       |       | 226,209    |                                                                                                               |       |                                           | 447,264    |   |   |
| Robert J. Severson                             |       |       |       |                                                                                                               |       |                                           |       |   |   |
| 2003 Award                                     |       |       | 1,239      |                                                                                                               |       |                                           | 987        |   |   |
| 2004 Award                                     |       |       | 18,724     |                                                                                                               |       |                                           | 20,143     |   |   |
| 2005 Award                                     |       |       | 21,722     |                                                                                                               |       |                                           | 78,875     |   |   |
| 2006 Award                                     |       |       | 78,721     |                                                                                                               |       |                                           | 169,735    |   |   |
| TOTAL:                                         |       |       | 120,406    |                                                                                                               |       |                                           | 269,740    |   |   |
|                                                |            |            |            |                                                                                                                    |            |                                                |            |  |  |  |  |  |  |

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| Ronald L. Turner |   |   |      |   |   |   |      |   |   |
|------------------|--------|--------|-----------|--------|--------|--------|-----------|--------|--------|
| 2003 Award       |   |   | 15,093    |   |   |   | 10,577    |   |   |
| 2004 Award       |   |   | 245,434   |   |   |   | 278,205   |   |   |
| 2005 Award       |   |   | 234,907   |   |   |   | 959,835   |   |   |
| 2006 Award       |   |   | 1,189,970 |   |   |   | 2,564,693 |   |   |
| TOTAL:           |   |   | 1,685,404 |   |   |   | 3,813,310 |   |   |

 

(2)                With the exception of Mr. Severson,the amounts in column (g) represent annual cash performance bonus planpayments earned by the named executives in 2006 and paid in 2007. In ourprevious proxy statements, amounts earned under our annual cash performancebonus plans were reported as a “bonus”. For Mr. Severson, on December 14,2006, the Compensation Committee awarded him a cash performance bonus forservice in 2006. The bonus award was based on the performance bonus targetsestablished for Mr. Severson and his performance against those targets todate and our projected financial performance through the end of 2006.

(3)                Represents the change in pension value forMessrs. Turner and Severson, the only named executives eligible for thetax-qualified and non tax-qualified defined benefit pension plans. Additionaldiscussion of these plans and the method and assumptions used to calculateamounts thereunder can be found in the “Executive Compensation” section of thisreport under the heading “Pension Benefits.”

(4)                The amounts shown in this column includethe following:

| **Name**             | ** ** | ** ** | ** ** | **Cash In Lieu   of Other  Perks(a)** | ** ** | **401(k)  Match(b)** | ** ** | **Restoration  Match(c)** | ** ** | **Supplemental  Match(d)** | ** ** | **Use of  Corporate  Aircraft(e)** | ** ** | **Long-Term  Care  Insurance(f)** | ** ** | **Other   Personal  Benefits(g)** | ** ** |
|----------------------|------------|------------|------------|-----------------------------------------------------------|------------|----------------------|------------|---------------------------|------------|----------------------------|------------|-----------------------------------------|------------|-----------------------------------|------------|----------------------------------------|------------|
| Kathryn V. Marinello |       |       | $          | 45,000                                                    |       |                 |       | $                         | 0          |                       |       |                                    | $          | 0                                 |       |                                   |       | $ | 11,040 |   |   |   | $ | 0 |   |   |   | $ | 0 |   |   |   | $ | 10,000 |   |   |
| Douglas C. Neve      |       |       | 25,000     |                                                      |       |                 | 8,800      |                      |       |                       | 23,200     |                                    |       |                              | 57,600     |                                   |       |   | 161 |   |   |   | 6,975 |   |   |   | 6,750 |   |   |
| Gary A. Krow         |       |       | 25,000     |                                                      |       |                 | 8,800      |                      |       |                       | 21,462     |                                    |       |                              | 53,562     |                                   |       |   | 0 |   |   |   | 8,918 |   |   |   | 9,182 |   |   |
| Gary M. Nelson       |       |       | 17,000     |                                                      |       |                 | 8,800      |                      |       |                       | 15,825     |                                    |       |                              | 45,249     |                                   |       |   | 0 |   |   |   | 9,983 |   |   |   | 0 |   |   |
| Robert J. Severson   |       |       | 15,288     |                                                      |       |                 | 3,300      |                      |       |                       | 2,310      |                                    |       |                              | 0          |                                   |       |   | 99 |   |   |   | 178 |   |   |   | 51,442 |   |   |
| Ronald L. Turner     |       |       | 37,212     |                                                      |       |                 | 3,300      |                      |       |                       | 0          |                                    |       |                              | 0          |                                   |       |   | 47,543 |   |   |   | 9,162 |   |   |   | 404,239 |   |   |

----

(a)                We provide a cash payment in lieu ofcertain perquisites to our executives.

(b)               Reflects amount of contributions to qualified401(k) plans offered to all employees.

(c)                We provide for supplemental 401(k) restorationemployer matching contributions of up to 4% of gross pay abovegovernment-imposed compensation limits for participants to our deferredcompensation plan. Mr. Turner was not eligible for this restoration matchas he was not employed at the end of 2006.

(d)               We provide defined contributionsupplemental executive retirement plan (SERP) employer contributions to ourdeferred compensation plan that vest in three years from the date ofcontribution. Messrs. Turner and Severson were not eligible for thedefined contribution SERP.

(e)                In accordance with Securities and ExchangeCommission regulations, we report the use of our airplane by our namedexecutives as a perquisite or other personal benefit unless it is “integrallyand directly related” to the performance of the executive’s duties. The amountswe report in the table above are consistent with this standard. The SEC rules requirethat we report such use based upon Ceridian’s aggregate incremental cost. Weestimate the incremental cost to Ceridian of use of our airplane based upon thecost of fuel, trip related maintenance, crew travel expenses, on-boardcatering, landing fees, trip-related hangar/parking costs and othermiscellaneous variable costs. Since our airplane is used primarily for businesstravel, fixed costs that do not change based upon usage, such as pilots’salaries, annual lease costs and cost of maintenance not related to trips, arenot deemed to be incremental cost to Ceridian for personal use of the aircraft.The aggregate incremental cost to Ceridian for the personal use of our airplaneis attributed to the individual. Any additional direct incremental cost that isincurred by us from the personal use of our airplane by a spouse or familymember who may be accompanying a director or executive is also attributed tothat individual.

(f)                 Represents employer-paid premiums tolong-term care insurance policies.

(g)                For Ms. Marinello, the amountrepresents payment of fees to legal counsel representing Ms. Marinello inthe negotiation of her employment agreement. For Mr. Neve, the amountrepresents the cost of the executive physical program. For Mr. Krow, theamount represents income recognized for reimbursement of travel expenses forhis spouse to attend corporate events. For Mr. Turner, the amount includes$84,041 of premiums paid by the Company for an endorsed split dollar lifeinsurance arrangement, $80,000 representing release of our interest in acountry club membership effective with his retirement, $6,763 in personal useof a corporate country club membership, $949 in expense for a home securitysystem, $16,621 for the executive physical program, $111,779 in final payout ofvested accrued personal days off effective with his retirement, and $104,086paid as a first installment of his accrued account under our deferredcompensation plan. For Mr. Severson, the amount represents the pre-paymentof his vested accrued personal days off effective with his retirement.

(5)                Ms. Marinello joined Ceridian on October 20,2006 as President and Chief Executive Officer. The amount in column (d) reflectsa one-time cash sign-on bonus.

(6)                Mr. Neve resigned as an officer ofCeridian effective March 8, 2007.

(7)                Mr. Severson retired from Ceridianeffective December 31, 2006. As a result of his retirement, Mr. Seversonforfeited 4,074 shares of restricted stock that had not vested as of hisretirement date.

(8)                Mr. Turner retired from Ceridianeffective October 20, 2006. As a result of his retirement, Mr. Turnerforfeited 46,624 shares of restricted stock that had not vested as of hisretirement date.

(9)                On September 20, 2006, the Compensation Committeeawarded Mr. Turner a pro rata bonus based upon 293 days of service in 2006.The discretionary bonus award was based upon the performance bonus targetsestablished for Mr. Turner and his performance against those targets todate and our projected performance through year end based upon our financialperformance as of August 31, 2006. The amount of Mr. Turner’s bonusequaled 125% of his pro-rated annualized base salary for 2006.

17

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***Grants of Plan-Based Awards.***

As discussed in the“Compensation Discussion and Analysis” section above, we provide for annualcash performance bonus awards and long-term equity incentive awards consistingof stock option awards and restricted stock and/or restricted stock unit awardsto our named executives. The following table provides information on each grantmade to a named executive under any plan during 2006. No consideration was paidby the named executive to receive any of the awards listed below.

**GRANTSOF PLAN-BASED AWARDS**

|                         | ** ** | ** ** | ** ** | **Approval   Date (if   different   than** | ** ** | **Estimated Future Payouts Under  Non-Equity Incentive Plan Awards(2)** | ** ** | **All Other   Stock   Awards:  Number of   Shares of   Stock or ** | ** ** | **All Other   Option   Awards:  Number of  Securities   Underlying ** | ** ** | **Exercise   or Base   Price of   Option ** | ** ** | **Grant Date  Fair Value   of Stock   and Option** | ** ** |
|-------------------------|------------|------------|------------|----------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|
| **Name**                | ** ** | ** ** | ** ** | **Grant  Date(1)**                                             | ** ** | **Grant   Date)(1)**                                                                             | ** ** | **Threshold  ($)**                                                                                              | ** ** | **Target  ($)**                                                                                     | ** ** | **Maximum  ($)**                                                          | ** ** | **Units   (#)(3)**                                                          | ** ** | **Options  (#)(4)** | ** ** | **Awards  ($/Sh)(5)** | ** ** | **Awards   ($)** | ** ** |
| **(a)**                 | ** ** | **(b)**    | ** ** | ** **                                                     | ** ** | **(c)**                                                                                               | ** ** | **(d)**                                                                                                         | ** ** | **(e)**                                                                                             | ** ** | **(i)**                                                                   | ** ** | **(j)**                                                                          | ** ** | **(k)** | ** ** | **(l)** | ** ** |
| Kathryn V. Marinello(6) |       | N/A        |       |                                                           |       |                                                                                                  |       |                                                                                                            | $          | 780,000                                                                                             |       |                                                                      | $          | 1,072,500                                                                        |       | $ | 1,365,000 |   |   |   |   |   |   |   |   |   |   | $ |   |   |   |   | $ |   |   |   |
|                         |       | 10/20/06   |       |                                                           | 10/01/06   |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   | 162,790 |   |   |   |   |   |   |   |   |   |   |   | 3,849,984 |   |   |
|                         |       | 10/20/06   |       |                                                           | 10/01/06   |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   |   |   |   |   | 352,361 |   |   |   | 23.65 |   |   |   | 2,819,557 |   |   |
| Douglas C. Neve         |       | N/A        |       |                                                           |       |                                                                                                  |       |                                                                                                            | 200,000    |                                                                                                |       | 320,000                                                                   |       | 440,000                                                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                    |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   | 13,290 |   |   |   |   |   |   |   |   |   |   |   | 343,015 |   |   |
|                    |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   |   |   |   |   | 79,610 |   |   |   | 25.81 |   |   |   | 739,203 |   |   |
| Gary A. Krow            |       | N/A        |       |                                                           |       |                                                                                                  |       |                                                                                                            | 187,500    |                                                                                                |       | 300,000                                                                   |       | 412,500                                                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                         |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   | 13,020 |   |   |   |   |   |   |   |   |   |   |   | 336,046 |   |   |
|                         |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   |   |   |   |   | 77,990 |   |   |   | 25.81 |   |   |   | 724,161 |   |   |
| Gary M. Nelson          |       | N/A        |       |                                                           |       |                                                                                                  |       |                                                                                                            | 175,000    |                                                                                                |       | 245,000                                                                   |       | 315,000                                                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                    |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   | 9,490 |   |   |   |   |   |   |   |   |   |   |   | 244,937 |   |   |
|                    |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   |   |   |   |   | 56,870 |   |   |   | 25.81 |   |   |   | 528,055 |   |   |
| Robert J. Severson      |       | N/A        |       |                                                           |       |                                                                                                  |       |                                                                                                            | 62,500     |                                                                                                |       | 100,000                                                                   |       | 150,000                                                                          |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                         |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   | 3,050 |   |   |   |   |   |   |   |   |   |   |   | 78,721 |   |   |
|                         |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   |   |   |   |   | 18,280 |   |   |   | 25.81 |   |   |   | 169,735 |   |   |
| Ronald L. Turner        |       | N/A        |       |                                                           |       |                                                                                                  |       |                                                                                                            | 600,000    |                                                                                                |       | 825,000                                                                   |       | 1,050,000                                                                        |       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                    |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   | 46,105 |   |   |   |   |   |   |   |   |   |   |   | 1,189,970 |   |   |
|                    |       | 02/17/06   |       |                                                           |       |                                                                                                  |       |                                                                                                            |       |                                                                                                |       |                                                                      |       |                                                                             |       |   |   |   |   |   | 276,210 |   |   |   | 25.81 |   |   |   | 2,564,693 |   |   |
|                         |            |            |            |                                                                |            |                                                                                                       |            |                                                                                                                 |            |                                                                                                     |            |                                                                           |            |                                                                                  |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)              On October 1, 2006, we entered intoan employment agreement with Ms. Marinello relating toMs. Marinello’s service as President and Chief Executive Officer. Theemployment agreement details the terms of Ms. Marinello’s annual cashperformance award and long-term equity awards approved on the effective date ofthe agreement. The actual grant date of the long-term equity awards wasOctober 20, 2006, the first day of Ms. Marinello’s employment withCeridian.

(2)              Other than with respect toMs. Marinello, as described in footnote (1) above, these columns showthe range of payouts targeted for 2006 performance under our annual cashperformance bonus plan. The bonus payments for 2006 performance have been madebased on the metrics described in the Compensation Discussion and Analysis andare shown in the Summary Compensation Table in the column titled “Non-EquityIncentive Plan Compensation.”

(3)              “All Other Stock Awards” consist ofrestricted stock awards and/or restricted stock unit awards granted under theCeridian Corporation 2004 Long-Term Stock Incentive Plan, as amended.

(4)              “All Other Option Awards” consist ofnon-qualified stock option awards granted under the Ceridian Corporation 2004Long-Term Stock Incentive Plan, as amended. 

The stock optionsgranted to the named executives have a “reload” feature, meaning a reloadoption is granted when an option is exercised and payment of the exercise priceis made by delivery of previously owned shares of Ceridian common stock. Eachreload option is granted for the number of shares of Ceridian common stocktendered as payment for the exercise price and tax withholding of theunderlying option. The exercise price of a reload option is equal to the fairmarket value (closing price on the New York Stock Exchange) of a share ofCeridian common stock on the date of grant. A reload option is exercisable infull on the date of grant and expires on the same date as the underlyingoption. No reload options were granted to a named executive in 2006.

(5)              The exercise price of each option is equalto the market value (closing price on the New York Stock Exchange) of a shareof Ceridian common stock on the date of grant.

18

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(6)              Pursuant to the terms of Ms. Marinello’semployment agreement, the annual cash performance bonus, if any, to be receivedby Ms. Marinello for services rendered in 2006 will be reflected in the2007 annual cash performance bonus, if any. The amounts listed under the columncaption “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” for Ms. Marinelloreflects the amount of a 2007 annual cash performance bonus multiplied by 1.25to reflect approximately 15 months of service to be provided by Ms. Marinelloin 2006 and 2007.

***Outstanding EquityAwards at Fiscal Year-End.***

The following tableprovides information concerning unexercised stock options, restricted stock orrestricted stock units that have not vested, and other equity incentive awards heldby a named executive and remain outstanding as of December 31, 2006.

**OUTSTANDING EQUITY AWARDSAT FISCAL YEAR-END**

|                       | ** ** | **Option Awards(1)** | ** ** | ** **                                                                             | ** ** | ** **                                                                               | ** ** | **Stock Awards**                | ** ** |
|-----------------------|------------|---------------------------|------------|----------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|
| **Name**              | ** ** | ** **                | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options (#)  Unexercisable** | ** ** | **Option  Exercise  Price ($)** | ** ** | **Option  Expiration  Date** | ** ** | **Number of  Shares or  Units of  Stock Held  That Have Not  Vested (#)(2)** | ** ** | **Market Value  of Shares or  Units of Stock  That Have Not  Vested ($)** | ** ** |
| **(a)**               | ** ** | **(b)**                   | ** ** | **(c)**                                                                                | ** ** | **(e)**                                                                                  | ** ** | **(f)**                              | ** ** | **(g)** | ** ** | **(h)** | ** ** |
| Kathryn V. Marinello  |       |                      | 0          |                                                                                   |       |                                                                                     | 352,361    | (3)                                  |       |   | $ | 23.65 |   |   |   | 10/20/11 |   |   |   |   |   |   |   | $ |   |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 57,082 | (3) |   |   | 1,597,154 |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 105,708 | (3) |   |   | 2,957,710 |   |   |
| Douglas C. Neve(4)    |       |                      | 55,105     |                                                                                   |       |                                                                                     | 110,210    | (5)                                  |       |   | 18.16 |   |   |   | 02/24/10 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     | 79,610     | (6)                                  |       |   | 25.81 |   |   |   | 02/17/11 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 18,370 | (5) |   |   | 513,993 |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 13,290 | (6) |   |   | 371,854 |   |   |
| Gary A. Krow          |       |                      |       |                                                                                   |       |                                                                                     | 23,843     | (7)                                  |       |   | 20.56 |   |   |   | 01/31/09 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     | 59,066     | (5)                                  |       |   | 18.16 |   |   |   | 02/24/10 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     | 77,990     | (6)                                  |       |   | 25.81 |   |   |   | 02/17/11 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 3,975 | (7) |   |   | 111,221 |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 9,843 | (5) |   |   | 275,407 |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 13,020 | (6) |   |   | 364,300 |   |   |
| Gary M. Nelson        |       |                      | 40,404     |                                                                                   |       |                                                                                     |       |                                 |       |   | 20.35 |   |   |   | 10/21/08 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      | 53,872     |                                                                                   |       |                                                                                     |       |                                 |       |   | 14.80 |   |   |   | 10/20/09 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      | 50,750     |                                                                                   |       |                                                                                     |       |                                 |       |   | 14.55 |   |   |   | 01/21/08 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      | 31,794     |                                                                                   |       |                                                                                     | 15,896     | (7)                                  |       |   | 20.56 |   |   |   | 01/31/09 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      | 17,829     |                                                                                   |       |                                                                                     | 35,656     | (5)                                  |       |   | 18.16 |   |   |   | 02/24/10 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     | 56,870     | (6)                                  |       |   | 25.81 |   |   |   | 02/17/11 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 2,650 | (7) |   |   | 74,147 |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 5,943 | (5) |   |   | 166,285 |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 9,490 | (6) |   |   | 265,530 |   |   |
| Robert J. Severson(8) |       |                      | 23,480     |                                                                                   |       |                                                                                     |       |                                 |       |   | 17.33 |   |   |   | 01/05/08 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      | 26,665     |                                                                                   |       |                                                                                     |       |                                 |       |   | 14.55 |   |   |   | 01/21/08 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      | 20,000     |                                                                                   |       |                                                                                     |       |                                 |       |   | 20.56 |   |   |   | 01/31/09 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      | 26,665     |                                                                                   |       |                                                                                     |       |                                 |       |   | 18.16 |   |   |   | 02/24/10 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      | 13,468     |                                                                                   |       |                                                                                     |       |                                 |       |   | 21.32 |   |   |   | 09/18/08 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      | 26,936     |                                                                                   |       |                                                                                     |       |                                 |       |   | 20.35 |   |   |   | 10/21/08 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      | 20,202     |                                                                                   |       |                                                                                     |       |                                 |       |   | 14.80 |   |   |   | 10/20/09 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     | 18,280     | (6)                                  |       |   | 25.81 |   |   |   | 02/17/11 |   |   |   |   |   |   |   |   |   |   |
|                       |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 3,050 | (6) |   |   | 85,339 |   |   |
| Ronald L.  Turner(8)  |       |                      |       |                                                                                   |       |                                                                                     | 276,210    | (6)                                  |       |   | 25.81 |   |   |   | 02/17/11 |   |   |   |   |   |   |   |   |   |   |
|                  |       |                      |       |                                                                                   |       |                                                                                     |       |                                 |       |   |   |   |   |   |   |   |   |   | 46,105 | (6) |   |   | 1,290,018 |   |   |
|                       |            |                           |            |                                                                                        |            |                                                                                          |            |                                      |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)           Represents grants of non-qualified stock options underthe Ceridian Corporation 2004 Long-Term Stock Incentive Plan, as amended, orthe Ceridian Corporation Amended and Restated 2001 Long-Term Stock IncentivePlan. Except as indicated in note 3 below, so long as the named executiveremains employed by Ceridian, the non-qualified stock option grants have 3-yearelapsed time vesting schedules, with one-third cumulative vesting on the first,second and third anniversary of the date of grant. The exercise price is determinedbased on the closing price on the New York Stock Exchange of a share ofCeridian common stock on the date of 

19

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grant. Stock optionsgranted prior to 2001 expire ten years from the date of grant; stock optionsgranted in 2001 and beyond expire five years from the date of grant.

(2)           Represents grants of restricted stock andrestricted stock units under the Ceridian Corporation 2004 Long-Term StockIncentive Plan, as amended, or grants of restricted stock under the CeridianCorporation Amended and Restated 2001 Long-Term Stock Incentive Plan. Except asindicated in note 3 below, so long as the named executive remains employed bythe Company, one-third of the restricted stock and restricted stock units vestson the first, second and third anniversary of the date of grant.

(3)           Subject to Ms. Marinello’s continuedemployment, all option and restricted stock awards vest one-third each year on October 1,2007, 2008 and 2009. Pursuant to the terms of Ms. Marinello’s employmentagreement, if Ms. Marinello’s employment is terminated by us without causeor by Ms. Marinello for good reason before October 1, 2007, and if Ms. Marinelloexecutes (and does not effectively rescind) a release of all claims against theCompany, then 33-1/3% of the non-qualified stock option and restrictedstock awards listed in the table will become fully vested and exercisable. “Cause”and “good reason” have the meanings set forth in Ms. Marinello’semployment agreement.

(4)           In connection with the mutual terminationagreement entered into with Mr. Neve on March 8, 2007, all of Mr. Neve’sunvested outstanding equity listed in the table vested on March 24, 2007. Suchvested stock option awards remain exercisable for ninety (90) days from March 8,2007.

(5)           One half of the remaining award vests oneach of February 24, 2007 and 2008.

(6)           One third of the award vests on each of February 17,2007, 2008 and 2009.

(7)           The award vests on January 31, 2007.

(8)           Messrs. Turner and Severson retiredon October 20, 2006 and effective December 31, 2006, respectively. Asa result of their retirements and pursuant to the terms of their awardagreements, all unvested stock options which were granted prior to 2006 becameimmediately exercisable in full, and all outstanding unvested restricted stockawards were forfeited. All outstanding unvested restricted stock units and allunvested stock options granted in 2006 will continue to vest according to theoriginal vesting schedule. As Mr. Severson was employed by Ceridian on December 31,2006, any acceleration of vesting or forfeiture of awards occurred in 2007following his retirement. Such vested stock option awards remain exercisablefor the remainder of their original terms.

***Option Exercisesand Stock Vested.***

The following tableprovides information concerning each exercise of stock options and vesting ofrestricted stock or restricted stock units during 2006 for each named executiveon an aggregate basis.

**OPTIONEXERCISES AND STOCK VESTED**

| ** **            | ** ** | **Option Awards** | ** ** | **Stock Awards**                                                 | ** ** |
|-----------------------|------------|------------------------|------------|-----------------------------------------------------------------------|------------|
| **Name**              | ** ** | ** **             | ** ** | **Number of Shares  Acquired on   Exercise  (#)** | ** ** | **Value Realized  on Exercise  ($)(1)** | ** ** | **Number of Shares  Acquired on   Vesting  (#)** | ** ** | **Value Realized on  Vesting  ($)(2)** | ** ** |
| **(a)**               | ** ** | **(b)**                | ** ** | **(c)**                                                               | ** ** | **(d)** | ** ** | **(e)** | ** ** |
| Kathryn V.  Marinello |       |                   | 0          |                                                                  |       |   | $ | 0 |   |   |   | 0 |   |   |   | $ | 0 |   |   |
| Douglas C. Neve       |       |                   | 0          |                                                                  |       |   | 0 |   |   |   | 9,185 |   |   |   | 236,055 |   |   |
| Gary A. Krow          |       |                   | 498,759    |                                                                  |       |   | 4,241,322 |   |   |   | 13,120 |   |   |   | 328,822 |   |   |
| Gary M. Nelson        |       |                   | 215,067    |                                                                  |       |   | 1,707,096 |   |   |   | 8,440 |   |   |   | 211,330 |   |   |
| Robert J.  Severson   |       |                   | 52,121     |                                                                  |       |   | 391,515 |   |   |   | 4,075 |   |   |   | 100,942 |   |   |
| Ronald L. Turner      |       |                   | 2,252,171  |                                                                  |       |   | 16,144,027 |   |   |   | 42,935 |   |   |   | 1,075,983 |   |   |
|                       |            |                        |            |                                                                       |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

----

(1)          The aggregate dollarvalue realized on exercise is the difference between the market price on thedate of exercise of the shares of Ceridian common stock underlying the optionexercised and the exercise price of such option, multiplied by the number ofshares of Ceridian common stock subject to the option exercised.

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(2)          Theaggregate dollar value realized on vesting is the market price of theunderlying Ceridian common stock on the vesting date multiplied by the numberof shares or units vested.

***Pension Benefits.***

Messrs. Turner and Severson were the only namedexecutives covered by tax-qualified and non tax-qualified defined benefitpension plans in 2006. We maintain a tax-qualified defined benefit pension planfor certain of our U.S. employees that is funded by employee and employercontributions, which has been closed to new participants since January 2,1995. The amount of the annual benefit under the plan is based upon an employee’saverage annual compensation (salary and annual bonus) during the employee’shighest consecutive five-year earnings period with Ceridian (or Ceridian’spredecessor) while participating in the plan (“final average pay”). The normalretirement benefit is payable as a monthly annuity at age 65. It is equal to1.2% of final average pay multiplied by years of credited service, plus 0.4% offinal average pay above the breakpoint multiplied by years of credited service(up to 30 years maximum). The breakpoint is equal to 125% of Social SecurityCovered Compensation (the 35-year average of the Social Security taxablewage base prior to retirement). Early retirement benefits are available toemployees who are age 55 with at least 10 years of continuous service. Thenormal retirement benefit is reduced by 2% (for benefits calculated under the1.2% part of the formula) and 3% (for benefits calculated under the 0.4% partof the formula) for each year that benefit payments begin prior to age 65.Benefits are payable under a variety of annuity options and also a lump sumoption.

Because the Internal Revenue Code of 1986, as amended,limits the annual benefit that may be paid from tax-qualified plans such as ourpension plan, the Ceridian Corporation Benefit Equalization Plan wasestablished to provide retirees participating in the pension plan withsupplemental benefits so that they will receive, in the aggregate, the benefitsthey would have been entitled to receive under the pension plan had theselimits not been in effect. Benefit Equalization Plan benefits accrued on orbefore December 31, 2005 are paid based on the form of payment elected forqualified plan benefits. Benefit Equalization Plan benefits accrued after December 31,2005 are paid out as a lump sum following a six-month waiting period asrequired under Section 409A of the Internal Revenue Code of 1986, asamended. A benefit protection trust has been established and partially fundedby Ceridian to pay benefit equalization plan benefits to participants whoseemployment terminated after December 1, 1994. A separate benefitprotection trust was also established and partially funded by Ceridian for thebenefits paid to Mr. Turner under the Benefit Equalization Plan. Assets ineach of these trusts remain subject to the claims of our general creditors inthe event of our insolvency but otherwise will be used only to pay benefitequalization benefits and related expenses.

In addition to the plans listed above, Mr. Turner’semployment agreement provided for a supplemental executive retirement planbenefit payable to him following termination of employment provided that hedoes not breach his confidentiality, non-compete, non-recruitment andnon-disparagement obligations. ThisSERP benefit was paid in the form of a lump sum payment equal to the thenpresent value of Mr. Turner’s normal monthly pension for his lifetime thatstarts during the fourth month after his employment is terminated. Because Mr. Turnerwas at least age 60 at the time of the payment, the monthly benefit is equal toone-twelfth of 2.5 percent of his final average pay for each year ofservice, minus any payments he receives under our pension plan and BenefitEqualization Plan, and then converted to a lump-sum equivalent for payment. Thelump sum benefit is calculated using the same interest and mortalityassumptions as used for the qualified pension plan.

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Thefollowing table provides information concerning each defined benefit plan thatprovides for payments or benefits at, following, or in connection withretirement of Messrs. Turner and Severson.

**PENSIONBENEFITS**

| **Name**           | ** ** | ** **                                       | ** ** | **Plan Name** | ** ** | **Number of   Years  Credited  Service  (#)(1)** | ** ** | **Present Value of  Accumulated  Benefit  ($)(2)** | ** ** | **Payments During Last  Fiscal Year  ($)** | ** ** |
|--------------------|------------|--------------------------------------------------|------------|--------------------|------------|------------------------------------------------------------|------------|--------------------------------------------------------------|------------|-----------------------------------------------------------|------------|
| **(a)**            | ** ** | **(b)**                                          | ** ** | **(c)**            | ** ** | **(d)**                                                    | ** ** | **(e)**                                                      | ** ** |
| Ronald L. Turner   |       | Ceridian  Corporation  Retirement Plan           |       |               | 13.86      |                                                       |       |                                                         | $          | 434,060                                                   |       |   |   | $ | 0 |   |   |
|               |       | Ceridian Corporation  Benefit Equalization Plan  |       |               | 13.86      |                                                       |       |                                                         | 2,190,250  |                                                      |       |   | 0 |   |   |
|               |       | SERP                                             |       |               | 14.00      |                                                       |       |                                                         | 2,613,136  |                                                      |       |   | 0 |   |   |
| Robert J. Severson |       | Ceridian Corporation  Retirement Plan            |       |               | 29.35      |                                                       |       |                                                         | 802,715    |                                                      |       |   | 0 |   |   |
|               |       | Ceridian  Corporation  Benefit Equalization Plan |       |               | 29.35      |                                                       |       |                                                         | 527,626    |                                                      |       |   | 0 |   |   |

----

(1)          Years of service forpurposes of the tax-qualified pension plan and non tax-qualified BenefitEqualization Plan are based on actual service with the Company, and do notinclude any additional or supplemental service credit. Years of service fordetermination of Mr. Turner’s SERP are rounded to the full year per hisemployment agreement.

(2)          The assumptions used tocalculate the present value of the accumulated benefit are the same assumptionsas those used for the valuation of the plan liabilities in the most recentannual report. These include a 5.75% discount rate and a 5% lump sum interestrate. Retirement age is assumed to be age 65. Since Mr. Turner has alreadyretired and has elected payment of his benefits as a lump sum, the values arebased on his actual lump sum payments, discounted to the fiscal year-endmeasurement date.

As a result of Mr. Turner’s retirement, in January 2007,Mr. Turner was paid $3,986,689 in a lump sum cash payment representing hisfull tax-qualified pension plan benefit and a partial payment of his nontax-qualified pension benefits from the Benefit Equalization Plan and pursuantto the SERP provisions of his employment agreement. A final payment of his nontax-qualified pension benefits was paid in 2007, following a six-month waitingperiod as required under Section 409A of the Internal Revenue Code of1986, as amended.

As a result of Mr. Severson’sretirement effective December 31, 2006, he became eligible to receivepayment from both the tax-qualified and non tax-qualified pension plans.Mr. Severson has elected to receive his benefit in the form of a 100%Joint and Survivor annuity, with a portion of the accrued benefit under theBenefit Equalization Plan to be paid in a lump sum following a six-monthwaiting period as required under Section 409A of the Internal Revenue Codeof 1986, as amended.

***Nonqualified Defined Contribution and OtherNonqualified Deferred Compensation Plans.***

We sponsor a non tax-qualified deferred compensationplan that allows certain executives, including the named executives, to deferup to 100% of their annual base salary and annual cash performance bonus awardinto investment accounts. Gains and/or losses on these investment accountsmirror the gains and/or losses on the actual underlying investment funds. Inaddition, all of the named executives (except for Mr. Severson) wereeligible to select a phantom investment fund in the plan that mirrors ourcommon 

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stock. If there is aninvestment into this phantom common stock fund, the named executive wouldreceive a matching contribution equal to 15% of the executive’s contribution tothat investment. Once an election is made into this phantom common stockinvestment, the executive cannot move funds out of this investment untiltermination of employment. Accounts are paid at termination of employment;however, at the time of the voluntary election to defer, the executive mayelect an in-service distribution date for a lump sum payment. Paymentsfollowing termination of employment are made in a single lump sum unless theexecutive is at least age 55 with 10 years of service at termination and haselected to receive the account in annual installments.

We also sponsor a 401(k) restoration plan thatmatches employee contributions made to our tax-qualified 401(k) plan of upto 4% of gross pay above the IRS-imposed compensation limits for participants. Allcontributions to the 401(k) restoration plan are immediately 100% vested. Inaddition, we provide a non tax-qualified supplemental executive retirement planemployer contribution for Ms. Marinello, Messrs. Neve, Krow andNelson, and certain other senior executives. The SERP employer contribution iscalculated at 8% of the named executive’s base salary and target annual cashperformance bonus award. The SERP contribution generally vests on the secondanniversary of the date of credit. Both types of employer contributions arecredited as of the last day of the calendar year into the account of the namedexecutive in the deferred compensation plan. Accounts are paid at terminationof employment in a single lump sum unless the executive is at least age 55 with10 years of service at termination and has elected to receive the account inannual installments. Unvested amounts are forfeited upon termination ofemployment.

The following tableprovides information concerning our non-qualified defined contribution plan andother non-qualified deferred compensation plans that provide for the deferralof compensation on a basis that is not tax-qualified to a named executive.

**NONQUALIFIED DEFERREDCOMPENSATION**

| **Name**              | ** ** | ** ** | ** ** | **Executive  Contributions  in Last FY  ($)(1)** | ** ** | **Registrant  Contributions  in Last FY  ($)** | ** ** | **Aggregate  Earnings  in Last  FY  ($)(2)** | ** ** | **Aggregate  Withdrawals/  Distributions  ($)** | ** ** | **Aggregate  Balance  at Last  FYE  ($)** | ** ** |
|-----------------------|------------|------------|------------|------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------|------------|-------------------------------------------------|------------|------------------------------------------------|------------|
| **(a)**               | ** ** | **(b)**    | ** ** | **(c)**                                                    | ** ** | **(d)**                                                  | ** ** | **(e)**                                           | ** ** | **(f)**                                         | ** ** |
| Kathryn V.  Marinello |       |       | $          | 0                                                          |       |                                                     |       | $                                                 | 11,040     |                                            |       | $                                              | 0          |   |   | $ | 0 |   |   | $ | 11,040 |   |
| Douglas C. Neve       |       |       | 0          |                                                       |       |                                                     | 80,800     |                                              |       | 4,956                                           |       |                                           | 0          |   |   | 117,971 |   |
| Gary A. Krow          |       |       | 367,042    |                                                       |       |                                                     | 75,024     |                                              |       | 323,895                                         |       |                                           | 0          |   |   | 2,965,034 |   |
| Gary M. Nelson        |       |       | 25,250     |                                                       |       |                                                     | 61,074     |                                              |       | 66,885                                          |       |                                           | 0          |   |   | 654,310 |   |
| Robert J.  Severson   |       |       | 156,212    |                                                       |       |                                                     | 2,310      |                                              |       | 121,396                                         |       |                                           | 0          |   |   | 1,148,614 |   |
| Ronald L. Turner(2)   |       |       | 185,000    |                                                       |       |                                                     | 0          |                                              |       | 135,057                                         |       |                                           | 104,086    |   |   | 1,193,250 |   |
|                       |            |            |            |                                                            |            |                                                          |            |                                                   |            |                                                 |            |                                                |            |  |  |  |  |  |  |  |  |  |  |  |

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(1)          With the exception of Mr. Severson,amounts in this column reflect deferrals of annual cash performance bonusawards earned in 2005 and deferred in 2006. For Mr. Severson, $116,212 ofthe amount shown relates to his 2005 cash performance bonus award and $40,000relates to deferral of base salary earned in 2006. The base salary deferral isincluded in the “Salary” column in the Summary Compensation Table above.

(2)          There are 13 “deemed”investment vehicles, including Ceridian common stock, to which to creditinvestment gains and/or losses. Gains and/or losses are based on the actualinvestment experience of the underlying investment; no above market earningsare credited. Prior to January 1, 1999, an active participant could investin an account that mirrors prime rate returns. This investment choice wasfrozen on that date, and Mr. Krow is the only named executive with a smallportion of his accrued account deemed to be invested in the prime rateinvestment option. If the named executive chooses to 

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invest in an account thatmirrors Ceridian common stock, we make a one-time 15% matching contributionbased on the amount of the executive’s contribution to that investment. No namedexecutive elected to invest in the investment that mirrors Ceridian commonstock in 2006, therefore no employer matching contribution was made in 2006.

(3)          Mr. Turnerelected to receive the proceeds of his account under the Deferred CompensationPlan in 10 annual installments. Following Mr. Turner’s retirement on October 20,2006, his first installment payment was made from his account in the DeferredCompensation Plan representing one-tenth of his pre-2005 accrued accountbalance.

***Potential Payments upon Termination orChange-in-Control.***

We have entered into employment agreements andmaintain benefit plans and programs that would require us to provide certainbenefits and payments to Ms. Marinello and Messrs. Krow and Nelson inthe event of termination of employment under specific circumstances. The amountof compensation payable to Ms. Marinello and Messrs. Krow and Nelsonin each situation is listed in the tables below. We had employment agreementswith Messrs. Turner and Neve. The payments associated with Mr. Turner’sretirement are also described below. Mr. Neve’s employment agreementprovided for the same benefits as described for Messrs. Krow and Nelsonbelow. Pursuant to the terms of a mutual termination agreement, Mr. Neveresigned as an officer effective as of March 8, 2007. The terms of themutual termination agreement provided for payments contemplated by Mr. Neve’semployment agreement for a termination without cause and also provided for theaccelerated vesting of unvested stock options and restricted stock andrestricted stock units held by Mr. Neve.

Eachemployment agreement has an initial three-year term and automatically renewsfor successive additional one-year terms on each anniversary date of theagreement. The employment agreements differ between these executives;significant differences are noted below.

**InvoluntaryTermination, Death and Disability.**

***Involuntary Termination.***   Ifwe terminate Ms. Marinello without cause and a release of claims is signedby her, she will be entitled to receive a lump sum payment equal to:

·       30days’ of annual base salary;

·       twoyears’ base salary plus the annual cash performance bonus award she otherwisewould have received had she remained employed for full year; and

·       aproportionate share of the annual cash performance bonus she would otherwisehave received if she had remained employed with Ceridian for the full year inwhich termination occurred.

In addition, Ms. Marinello’s employment agreementalso provides for:

·       thepayment of any COBRA health premiums for 18 months; and

·       reasonablereimbursement of outplacement services not to exceed $50,000 for up to 24months.

Furthermore, the benefits provided upon termination ofher employment agreement without cause are also provided upon the terminationof her employment agreement for “good reason”, which is generally defined as anadverse change in an executive’s responsibilities, authority, compensation,benefits or working conditions or a material breach by us of her employmentagreement.

If we terminate Messrs. Krow and Nelson withoutcause and a release of claims is signed by the executive, the terminatedexecutive will be entitled to receive a lump sum payment equal to:

·       75days’ of annual base salary;

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·       twoyears’ base salary plus the annual cash amount paid in lieu of perquisites; and

·       aproportionate share of the annual cash performance bonus the executive wouldotherwise have received if the executive had remained employed with Ceridianfor the full year in which termination occurred.

In addition, we will pay the COBRA health and dentalpremiums on behalf of the executive for six months. The employment agreementsfor Messrs. Krow and Nelson also provide for continued premium payment forlong-term care insurance coverage for the executive and his spouse andreasonable reimbursement of outplacement services.

***Termination due to Death.****  *If termination occurs due to death, the deceasedexecutive’s estate will be entitled to receive a lump sum payment equal to:

·       forMessrs. Krow and Nelson, one year of base salary plus the annual cashamount paid in lieu of perquisites (Ms. Marinello will receive one year ofbase salary);

·       forMessrs. Krow and Nelson, the annual cash performance bonus the executivewould otherwise have received if he had remained employed with Ceridian for thefull year in which termination occurred and “target” goals had been achieved;

·       aproportionate share of the annual cash performance bonus the executive wouldotherwise have received for the year in which termination occurred and “target”goals had been achieved; and

·       forMessrs. Krow and Nelson, continued premium payments for long-term careinsurance coverage for the executive’s spouse.

***Termination due to Disability.****  *If termination occurs due to disability, theterminated executive will be entitled to receive payment equal to:

·       basepay for six months following the disability;

·       aproportionate share of the annual cash performance bonus the executive wouldotherwise have received for the year in which termination occurred and “target”goals had been achieved; and

·       forMessrs. Krow and Nelson, continued premium payment for long-term careinsurance coverage for the executive and his spouse.

**Changeof Control Arrangements.  **Under the terms of ourequity compensation plans, theexercisability of unvested stock options or the vesting of other awards underour stock-based compensation plans accelerate upon a “change of control” ofCeridian.

The employment agreements provide that following a “changeof control termination” of the executive, the executive will be entitled toreceive a lump sum payment that is equal to (i) the prorated portion ofthe executive’s bonus that was earned at “target” levels for the yeartermination occurs, and (ii) three times the following:

·       twelvemonths’ base salary;

·       anybonus the executive would have received under all applicable Ceridian annualcash performance bonus programs for the year in which the termination occurshad “superior” goals been achieved;

·       forMs. Marinello only, the annual cash performance bonus she would havereceived had she remained employed with Ceridian for the full year;

·       forMessrs. Krow and Nelson, the annual cash amount paid in lieu ofperquisites; and

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·       thehighest annual aggregate amount of the employer contributions into our 401(k) Plan,the 401(k) restoration and the SERP contribution made into the CeridianCorporation Deferred Compensation Plan in the last three years.

The lump sum payments made to the executives would bein lieu of any other severance payment specified in their employment agreements.In addition, Messrs. Krow and Nelson would each receive continued premiumpayment for long-term care insurance coverage for the executive and his spouseand “gross-up” payments to put them in the same after-tax position as if noexcise taxes under Section 280G of the Internal Revenue Code of 1986,as amended, had been imposed. Also, following a change of control termination, Ms. Marinellowill receive until age 65 health and dental benefits and Messrs. Krow andNelson will receive until age 65 similar group health and welfare benefits asthe executive received immediately prior to the change of control. Outplacementservices (up to $50,000 for Ms. Marinello), relocation and attorney’s feeswould also be provided in certain circumstances.

For purposes of thediscussion above, a “change of control” is generally defined as any of thefollowing:

·       amerger or consolidation involving Ceridian if less than 60 percent of itsvoting stock after the business combination is held by persons who werestockholders before the business combination;

·       ownershipby a person or group acting in concert of at least 20 percent of ourvoting securities, excluding acquisition by us, or our benefit plans;

·       asale of substantially all of our assets;

·       approvalby our stockholders of a plan for the liquidation of our company;

·       a change in the composition of the Board such thatthe current Board or those members of the Board (other than a director whoseinitial assumption of office was in connection with an actual or threatenedelection contest, including but not limited to a consent solicitation, relatingto the election of directors of Ceridian) who were elected or appointed by, oron the nomination or recommendation of, at least a two-thirds (2¤3) majority of the then-existing directors who eitherwere directors on the date of the employment agreement or were previously soelected or appointed cease for any reason to constitute at least a majority ofthe Board; or

·       anyother events or transactions that our Board determines constitute a change ofcontrol.

The term “change ofcontrol termination” refers to either of the following if it occurs within twoyears of a “change of control” of Ceridian:

·       terminationof an executive’s employment by us for any reason other than conduct thatconstitutes fraud, theft or embezzlement of our assets, an intentionalviolation of law involving moral turpitude, or failure to follow our conduct orethics policies; and

·       theexecutive terminates employment with us for “good reason,” which is generallydefined as an adverse change in an executive’s responsibilities, authority,compensation, benefits or working conditions (including ceasing to be anexecutive of a publicly-held corporation for Messrs. Krow and Nelson) or amaterial breach by us of the executive’s employment agreement.

A change of controltermination does not include termination of employment due to death ordisability, but includes termination in anticipation of a change of control,whether or not the change of control actually occurs.

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**Potential Paymentsupon Termination or Change of Control for Named Executives.**

***Kathryn V. Marinello.***   Thefollowing table describes the potential termination payments for Ms. Marinello assuming termination on December 31,2006:

| **Executive Benefits  and Payments  Upon Termination** | ** ** | ** ** | ** ** | **Voluntary  Termination** | ** ** | **Involuntary  Termination  Without Cause/  Termination for  Good Reason** | ** ** | **For Cause  Termination** | ** ** | **Change of  Control  Termination** | ** ** | **Death**  | ** ** | **Disability** | ** ** |
|-----------------------------------------------------------------------|------------|------------|------------|----------------------------|------------|-------------------------------------------------------------------------------------------|------------|---------------------------------|------------|------------------------------------------|------------|------------|------------|----------------|------------|
| **(a)**                                                               | ** ** | **(b)**    | ** ** | **(c)**                    | ** ** | **(d)**                                                                                   | ** ** | **(e)**                         | ** ** | **(f)**                                  | ** ** | **(g)**    | ** ** |
| ***Compensation***                                                    | ** ** |       | ** ** | ** **                 |       |                                                                                      | ** ** | ** **                      |       |                                     | ** ** | ** ** |       | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Severance or  Other(1)                                                |       |       | $          | 0                          | ** ** |                                                                                      |       | $                               | 1,624,110  | ** **                               |       |       | $          | 0              | ** ** |   | $ | 2,373,120 |   | $ | 780,000 |   | $ | 390,000 |   |
| Short-Term  Incentive(2)                                              |       |       | 0          | ** **                 |       |                                                                                      | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 0 |   | 0 |   |
| Long-Term Incentives  Unvested & Accelerated(3)              |       |       |       | ** **                 |       |                                                                                      |       | ** **                      |       |                                     |       | ** ** |       |           |       |   |   |   |   |
| Stock Options                                                         |       |       | 0          | ** **                 |       |                                                                                      | 508,576    | ** **                      |       |                                     | 0          | ** ** |       | 1,525,723      |       | 1,525,723 |   | 1,525,723 |   |
| Restricted Stock  Awards                                              |       |       | 0          | ** **                 |       |                                                                                      | 1,518,307  | ** **                      |       |                                     | 0          | ** ** |       | 4,554,864      |       | 4,554,864 |   | 4,554,864 |   |
| Restricted Stock Units                                                |       |       | 0          | ** **                 |       |                                                                                      | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 0 |   | 0 |   |
| ***Benefits  and Perquisites***                                       | ** ** |       | ** ** | ** **                 |       |                                                                                      | ** ** | ** **                      |       |                                     | ** ** | ** ** |       | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Incremental  Non-qualified Retirement(4)                              |       |       | 0          | ** **                 |       |                                                                                      | 0          | ** **                      |       |                                     | 0          | ** ** |       | 11,040         |       | 11,040 |   | 11,040 |   |
| Post-termination  Health(5)                                           |       |       | 0          | ** **                 |       |                                                                                      | 19,804     | ** **                      |       |                                     | 0          | ** ** |       | 138,540        |       | 0 |   | 0 |   |
| Life Insurance(6)                                                     |       |       | 0          | ** **                 |       |                                                                                      | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 50,000 |   | 0 |   |
| Disability  Benefits(7)                                               |       |       | 0          | ** **                 |       |                                                                                      | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 0 |   | 300,492 |   |
| Accrued Paid Time Off(8)                                              |       |       | 15,000     | ** **                 |       |                                                                                      | 15,000     | ** **                      |       |                                     | 15,000     | ** ** |       | 15,000         |       | 15,000 |   | 15,000 |   |
| Outplacement Services(9)                                              |       |       | 0          | ** **                 |       |                                                                                      | 50,000     | ** **                      |       |                                     | 0          | ** ** |       | 50,000         |       | 0 |   | 0 |   |
|                                                                       |            |            |            |                            |            |                                                                                           |            |                                 |            |                                          |            |            |            |                |            |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)          Severance forinvoluntary termination without cause or for good reason is equal to two timesthe sum of base salary and annual bonus. Severance for change of controltermination is three times the sum of: base salary; the earned bonus; asuperior bonus; and certain retirement contributions. In the event ofinvoluntary termination without cause, for good reason and change of control,the executive will also be paid for a 30 day notice period. Payment for deathis one times base salary. In the event of disability, base salary is continuedfor six months.

(2)          Annual cash performancebonus award is payable at “target” for involuntary termination without cause,change of control termination, death or disability. Ms. Marinello was noteligible for a cash performance bonus award in 2006.

(3)          Value of “in the money”stock options using the closing price on December 29, 2006 of $27.98. Thedollar value of such stock options equals the difference between the December 29,2006 closing price and the exercise price of the option times the number ofshares subject to the option. Stock options and restricted stock awards vestupon a change in control and in the event of death or disability. According tothe terms of Ms. Marinello’s employment agreement, one-third of all equityawards granted on October 20, 2006 will vest in the event of terminationwithout cause or for good reason prior to October 1, 2007.

(4)          The unvested portion ofthe defined contribution supplemental executive retirement plan benefit vestsupon change of control, death or disability.

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(5)          In an involuntarytermination without cause or for good reason, we reimburse the COBRA healthinsurance coverage for 18 months. The monthly employer cost based on 2007 ratesis $1,100. In a change of control termination, we pay a portion of health anddental insurance coverage to age 65. The annual employer cost based on 2007rates is $9,236. The amount shown in column (e) is based on 15 years ofcoverage to age 65; assuming a constant annual rate.

(6)          Payout based onCeridian-paid coverage of $50,000.

(7)          Disability benefits areprovided under both an insured and a self-insured policy. The annual benefit isbased on 65% of base salary plus bonus, capped at $25,041 per month. The amountshown indicates the annual payment.

(8)          Estimated amount basedon current base salary prorated based on the number of unused personal days.

(9)          Reasonable outplacementis provided for involuntary termination without cause, for good reason, and forchange of control termination for up to 24 months, capped at $50,000.

***Douglas C. Neve.******  ***Although he resignedeffective March 8, 2007, the following table describes the potentialtermination payments for Mr. Neveassuming termination on December 31, 2006:

| **Executive Benefits  and Payments  Upon Termination** | ** ** | ** ** | ** ** | **Voluntary  Termination** | ** ** | **Involuntary  Termination  Without Cause** | ** ** | **For Cause  Termination** | ** ** | **Change of  Control  Termination** | ** ** | **Death**  | ** ** | **Disability** | ** ** |
|-----------------------------------------------------------------------|------------|------------|------------|----------------------------|------------|--------------------------------------------------|------------|---------------------------------|------------|------------------------------------------|------------|------------|------------|----------------|------------|
| **(a)**                                                               | ** ** | **(b)**    | ** ** | **(c)**                    | ** ** | **(d)**                                          | ** ** | **(e)**                         | ** ** | **(f)**                                  | ** ** | **(g)**    | ** ** |
| ***Compensation***                                                    | ** ** |       | ** ** | ** **                 |       |                                             | ** ** | ** **                      |       |                                     | ** ** | ** ** |       | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Severance or  Other(1)                                                |       |       | $          | 0                          | ** ** |                                             |       | $                               | 932,192    | ** **                               |       |       | $          | 0              | ** ** |   | $ | 2,863,800 |   | $ | 745,000 |   | $ | 200,000 |   |
| Short-Term  Incentive(2)                                              |       |       | 0          | ** **                 |       |                                             | 320,000    | ** **                      |       |                                     | 0          | ** ** |       | 320,000        |       | 320,000 |   | 320,000 |   |
| Long-Term Incentives—Unvested &  Accelerated(3)         |       |       |       | ** **                 |       |                                             |       | ** **                      |       |                                     |       | ** ** |       |           |       |   |   |   |   |
| Stock Options                                                         |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 1,255,016      |       | 1,255,016 |   | 1,255,016 |   |
| Restricted Stock Awards                                               |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 513,993        |       | 513,993 |   | 513,993 |   |
| Restricted Stock Units                                                |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 371,854        |       | 371,854 |   | 371,854 |   |
| ***Benefits  and Perquisites***                                       | ** ** |       | ** ** | ** **                 |       |                                             | ** ** | ** **                      |       |                                     | ** ** | ** ** |       | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Incremental  Non-qualified Retirement(4)                              |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 88,842         |       | 88,842 |   | 88,842 |   |
| Post-termination Health(5)                                            |       |       | 0          | ** **                 |       |                                             | 5,552      | ** **                      |       |                                     | 0          | ** ** |       | 108,696        |       | 0 |   | 0 |   |
| Life Insurance(6)                                                     |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 50,000 |   | 0 |   |
| Disability  Benefits(7)                                               |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 0 |   | 300,492 |   |
| Accrued Paid Time  Off(8)                                             |       |       | 23,077     | ** **                 |       |                                             | 23,077     | ** **                      |       |                                     | 23,077     | ** ** |       | 23,077         |       | 23,077 |   | 23,077 |   |
| Long-Term Care(9)                                                     |       |       | 0          | ** **                 |       |                                             | 108,314    | ** **                      |       |                                     | 0          | ** ** |       | 108,314        |       | 60,194 |   | 108,314 |   |
| Relocation(10)                                                        |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 200,000        |       | 0 |   | 0 |   |
| Outplacement  Services(11)                                            |       |       | 0          | ** **                 |       |                                             | 20,000     | ** **                      |       |                                     | 0          | ** ** |       | 60,000         |       | 0 |   | 0 |   |
| 280G Tax  Gross-up(12)                                           |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 1,855,442      |       | 0 |   | 0 |   |
|                                                                       |            |            |            |                            |            |                                                  |            |                                 |            |                                          |            |            |            |                |            |  |  |  |  |  |  |  |  |  |  |  |  |

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       (1) Severance for involuntary termination without cause is two timesbase salary plus the annual cash amount paid in lieu of perquisites. Severancefor change of control termination is three times base salary, cash in lieu ofperquisites, “superior” bonus and certain retirement contributions. In theevent of involuntary termination without cause or due to change of controltermination, the executive will also be paid for a 75 day notice period. Paymentfor death is one times base salary, cash in lieu of perquisites, plus earnedbonus (assumed at target). In the event of disability, base salary is continuedfor six months.

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       (2) Annual cash performance bonus award is payable at “target” forinvoluntary termination without cause, change of control termination, death ordisability.

       (3) Value of “in the money” stock options using the closing price on December 29,2006 of $27.98. The dollar value of such stock options equals the differencebetween the December 29, 2006 closing price and the exercise price of theoption times the number of shares subject to the option. Stock options andrestricted stock and restricted stock unit awards vest upon a change incontrol, or in the event of death or disability.

       (4) The unvested portion of the defined contribution supplementalexecutive retirement plan benefit vests upon change of control, death ordisability.

       (5) In an involuntary termination without cause, we reimburse the COBRAhealth and dental insurance premiums for six months. The monthly employer costbased on 2007 rates is $925. In a change of control termination, we pay aportion of health, dental, life and accidental death & disabilityinsurance coverage to age 65; the annual employer cost based on 2007 rates is$7,764. The amount shown in column (e) is based on 14 years of coverage toage 65; assuming a constant annual rate.

       (6) Payout based on Ceridian-paid coverage of $50,000.

       (7) Disability benefits are provided under both an insured and aself-insured policy. The annual benefit is based on 65% of base salary plusbonus, capped at $25,041 per month. The amount shown indicates the annualpayment.

       (8) Estimated amount based on current salary prorated based on thenumber of unused personal days.

       (9) Total premiums for executive and spouse to fully fund the policy. Upondeath of executive, spouse premiums continue to be paid until fully funded.

(10) Out-of-state relocation is paid if it occurs within one year ofchange of control termination, estimated at $200,000.

(11) Reasonable outplacement is provided for involuntary terminationwithout cause. Reasonable outplacement is provided for change of controltermination for up to three years following termination. The estimated annualcost is $20,000.

(12) Estimated gross-up payment to put the executive in the sameafter-tax position as if no excise taxes under the Internal Revenue Code of1986, as amended, had been imposed. The estimate assumes Mr. Neve would besubject to the maximum federal and Minnesota income and other payroll taxes,aggregating to an effective tax rate of 42.9%.

On March 8, 2007, we entered into a mutualtermination agreement (the “Mutual Termination Agreement”) with Mr. Nevepursuant to which Mr. Neve resigned as an officer of the Company effectiveMarch 8, 2007 (the “Termination Date”). The Mutual Termination Agreementterminates Mr. Neve’s employment agreement. Pursuant to the terms of theMutual Termination Agreement, we paid Mr. Neve a lump sum payment of$82,192, representing 75 days of Mr. Neve’s base annual salary, a lump sumpayment of $850,000, representing two years of Mr. Neve’s base salary andannual cash amount in lieu of perquisites, and $20,000 in lieu of outplacementcounseling services. As soon as practicable after January 1, 2008, but notlater than March 15, 2008, we will pay Mr. Neve $106,667 representinga prorated “target” annual incentive bonus to which he would have otherwisebeen entitled in respect of fiscal year 2007.

The Mutual Termination Agreement also provides thatstock options, restricted stock awards and restricted stock unit awards thathad not vested as of the Termination Date vested in full upon the TerminationDate. Stock options which are vested as of or upon the Termination Date must beexercised within ninety (90) days of the Termination Date or they will beforfeited.

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***Gary A. Krow.******  ***The following table describesthe potential termination payments for Mr. Krowassuming termination on December 31, 2006:

| **Executive Benefits and  Payments Upon Termination** | ** ** | ** ** | ** ** | **Voluntary  Termination** | ** ** | **Involuntary  Termination  Without Cause** | ** ** | **For Cause  Termination** | ** ** | **Change of  Control  Termination** | ** ** | **Death**  | ** ** | **Disability** | ** ** |
|---------------------------------------------------------------------------|------------|------------|------------|----------------------------|------------|--------------------------------------------------|------------|---------------------------------|------------|------------------------------------------|------------|------------|------------|----------------|------------|
| **(a)**                                                                   | ** ** | **(b)**    | ** ** | **(c)**                    | ** ** | **(d)**                                          | ** ** | **(e)**                         | ** ** | **(f)**                                  | ** ** | **(g)**    | ** ** |
| ***Compensation***                                                        | ** ** |       | ** ** | ** **                 |       |                                             | ** ** | ** **                      |       |                                     | ** ** | ** ** |       | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Severance or  Other(1)                                                    |       |       | $          | 0                          | ** ** |                                             |       | $                               | 877,055    | ** **                               |       |       | $          | 0              | ** ** |   | $ | 2,688,972 |   | $ | 700,000 |   | $ | 187,500 |   |
| Short-Term  Incentive(2)                                                  |       |       | 0          | ** **                 |       |                                             | 300,000    | ** **                      |       |                                     | 0          | ** ** |       | 300,000        |       | 300,000 |   | 300,000 |   |
| Long-Term Incentives—Unvested &  Accelerated(3)             |       |       |       | ** **                 |       |                                             |       | ** **                      |       |                                     |       | ** ** |       |           |       |   |   |   |   |
| Stock Options                                                             |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 926,181        |       | 926,181 |   | 926,181 |   |
| Restricted Stock  Awards                                                  |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 386,628        |       | 386,628 |   | 386,628 |   |
| Restricted Stock  Units                                                   |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 364,300        |       | 364,300 |   | 364,300 |   |
| ***Benefits  and Perquisites***                                           | ** ** |       | ** ** | ** **                 |       |                                             | ** ** | ** **                      |       |                                     | ** ** | ** ** |       | ** **     | ** ** | ** ** | ** ** | ** ** | ** ** |
| Incremental Non-qualified  Retirement(4)                                  |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 110,153        |       | 110,153 |   | 110,153 |   |
| Post-termination  Health(5)                                               |       |       | 0          | ** **                 |       |                                             | 5,550      | ** **                      |       |                                     | 0          | ** ** |       | 112,896        |       | 0 |   | 0 |   |
| Life Insurance(6)                                                         |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 4,200,576 |   | 0 |   |
| Disability  Benefits(7)                                                   |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 0 |   | 300,492 |   |
| Accrued Paid Time  Off(8)                                                 |       |       | 28,846     | ** **                 |       |                                             | 28,846     | ** **                      |       |                                     | 28,846     | ** ** |       | 28,846         |       | 28,846 |   | 28,846 |   |
| Long-Term Care(9)                                                         |       |       | 0          | ** **                 |       |                                             | 52,763     | ** **                      |       |                                     | 0          | ** ** |       | 52,763         |       | 27,269 |   | 52,763 |   |
| Relocation(10)                                                            |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 200,000        |       | 0 |   | 0 |   |
| Outplacement  Services(11)                                                |       |       | 0          | ** **                 |       |                                             | 20,000     | ** **                      |       |                                     | 0          | ** ** |       | 60,000         |       | 0 |   | 0 |   |
| 280G Tax  Gross-up(12)                                               |       |       | 0          | ** **                 |       |                                             | 0          | ** **                      |       |                                     | 0          | ** ** |       | 0              |       | 0 |   | 0 |   |
|                                                                           |            |            |            |                            |            |                                                  |            |                                 |            |                                          |            |            |            |                |            |  |  |  |  |  |  |  |  |  |  |  |  |

----

       (1) Severance for involuntary termination without cause is two timesbase salary plus the annual cash amount paid in lieu of perquisites. Severancefor change of control termination is three times base salary, cash in lieu ofperquisites, “superior” bonus and certain retirement contributions. In theevent of involuntary termination without cause, the executive will also be paidfor a 75 day notice period. Payment for death is one times base salary, cash inlieu of perquisites, plus earned bonus (assumed at target). In the event ofdisability, base salary is continued for six months.

       (2) Annual cash incentive award is payable at target for involuntarytermination without cause, change of control termination, death or disability.

       (3) Value of “in the money” stock options using the closing price on December 29,2006 of $27.98. The dollar value of such stock options equals the differencebetween the December 29, 2006 closing price and the exercise price of theoption times the number of shares subject to the option. Stock options andrestricted stock awards vest upon a change in control or change of controltermination, or in the event of death or disability.

30

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       (4) The unvested portion of the defined contribution supplementalexecutive retirement plan benefit vests upon change of control, death ordisability.

       (5) In an involuntary termination without cause, we reimburse the COBRAhealth and dental insurance premiums for six months. The monthly employer costbased on 2007 rates is $925. In a change of control termination, we pay aportion of health, dental, life and accidental death and disability insurancecoverage to age 65; the annual employer cost based on 2007 rates is $8,064. Theamount shown in column (e) is based on 14 years of coverage to age 65;assuming a constant annual rate.

       (6) Includes $500,000 from Ceridian-paid life insurance coverage; theremaining would be paid from corporate-owned life insurance purchased to fundthe deferred compensation plan and from Company assets.

       (7) Disability benefits are provided under both an insured and aself-insured policy. The annual benefit is based on 65% of base salary plusbonus, capped at $25,041 per month.

       (8) Estimated amount based on current salary prorated based on thenumber of unused personal days.

       (9) Total premiums for executive and spouse to fully fund the policy. Upondeath of executive, spouse premiums continue to be paid until fully funded.

(10) Out-of-state relocation is paid if it occurs within one year ofchange of control termination, estimated at $200,000.

(11) Reasonable outplacement is provided for involuntary terminationwithout cause. Reasonable outplacement is provided for change of controltermination for up to three years following termination. The estimated annualcost is $20,000.

(12)   Estimated gross-up payment toput the executive in the same after-tax position as if no excise taxes underthe Internal Revenue Code of 1986, as amended, had been imposed. Assuming achange of control termination occurred on December 31, 2006, Mr. Krowwould not have received excess parachute payments and therefore 280G excise taxwould not apply.

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***Gary M. Nelson.****  *The following table describes the potentialtermination payments for Mr. Nelsonassuming termination on December 31, 2006:

| **Executive Benefits and  Payments Upon Termination** | ** **   | ** ** | ** **   | **Voluntary  Termination** | ** **   | **Involuntary  Termination  Without  Cause** | ** **   | **For Cause  Termination** | ** ** | **Change of  Control  Termination** | ** **   | **Death**    | ** ** | **Disability** | ** **   |
|---------------------------------------------------------------------------|--------------|------------|--------------|----------------------------|--------------|----------------------------------------------|--------------|---------------------------------|------------|------------------------------------------|--------------|--------------|------------|----------------|--------------|
| **(a)**                                                                   | ** **   | **(b)**    | ** **   | **(c)**                    | ** **   | **(d)**                                      | ** **   | **(e)**                         | ** ** | **(f)**                                  | ** **   | **(g)**      | ** ** |
| ***Compensation***                                                        | *** *** |       | *** *** | *** ***               |         |                                         | *** *** | *** ***                    |       |                                     | *** *** | *** *** |       | *** ***   | *** *** | *** *** | *** *** | *** *** | *** *** |
| Severance or  Other(1)                                                    |         |       | $            | 0                          | *** *** |                                         |         | $                               | 805,918    | *** ***                             |         |         | $          | 0              | *** *** |   | $ | 2,255,622 |   | $ | 612,000 |   | $ | 175,000 |   |
| Short-Term  Incentive(2)                                                  |         |       | 0            | *** ***               |         |                                         | 245,000      | *** ***                    |       |                                     | 0            | *** *** |       | 245,000        |         | 245,000 |   | 245,000 |   |
| Long-Term  Incentives—Unvested & Accelerated(3)             |         |       |         | *** ***               |         |                                         |         | *** ***                    |       |                                     |         | *** *** |       |           |         |   |   |   |   |
| Stock Options                                                             |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 591,498        |         | 591,498 |   | 591,498 |   |
| Restricted Stock Awards                                                   |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 240,432        |         | 240,432 |   | 240,432 |   |
| Restricted Stock Units                                                    |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 265,530        |         | 265,530 |   | 265,530 |   |
| ***Benefits  and Perquisites***                                           | *** *** |       | *** *** | *** ***               |         |                                         | *** *** | *** ***                    |       |                                     | *** *** | *** *** |       | *** ***   | *** *** | *** *** | *** *** | *** *** | *** *** |
| Incremental  Non-qualified Retirement(4)                                  |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 89,410         |         | 89,410 |   | 89,410 |   |
| Post-termination  Health(5)                                               |         |       | 0            | *** ***               |         |                                         | 6,601        | *** ***                    |       |                                     | 0            | *** *** |       | 92,792         |         | 0 |   | 0 |   |
| Life Insurance(6)                                                         |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 0              |         | 598,760 |   | 0 |   |
| Disability  Benefits(7)                                                   |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 0              |         | 0 |   | 300,492 |   |
| Accrued Paid Time  Off(8)                                                 |         |       | 26,923       | *** ***               |         |                                         | 26,923       | *** ***                    |       |                                     | 26,923       | *** *** |       | 26,923         |         | 26,923 |   | 26,923 |   |
| Long-Term Care(9)                                                         |         |       | 0            | *** ***               |         |                                         | 59,067       | *** ***                    |       |                                     | 0            | *** *** |       | 59,067         |         | 32,883 |   | 59,067 |   |
| Relocation(10)                                                            |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 200,000        |         | 0 |   | 0 |   |
| Outplacement  Services(11)                                                |         |       | 0            | *** ***               |         |                                         | 20,000       | *** ***                    |       |                                     | 0            | *** *** |       | 60,000         |         | 0 |   | 0 |   |
| 280G Tax  Gross-up(12)                                               |         |       | 0            | *** ***               |         |                                         | 0            | *** ***                    |       |                                     | 0            | *** *** |       | 1,157,340      |         | 0 |   | 0 |   |
|                                                                           |              |            |              |                            |              |                                              |              |                                 |            |                                          |              |              |            |                |              |  |  |  |  |  |  |  |  |  |  |  |  |

----

       (1) Severance for involuntary termination without cause is two timesbase salary plus the annual cash amount paid in lieu of perquisites. Severancefor change of control termination is three times base salary, cash in lieu ofperquisites, “superior” bonus and certain retirement contributions. In theevent of involuntary termination without cause, the executive will also be paidfor a 75 day notice period. Payment for death is one times base salary, cash inlieu of perquisites, plus earned bonus (assumed at target). In the event ofdisability, base salary is continued for six months.

       (2) Annual cash performance bonus award is payable at target forinvoluntary termination without cause, change of control termination, death ordisability.

       (3) Value of “in the money” stock options using the closing price on December 29,2006 of $27.98. The dollar value of such stock options equals the differencebetween the December 29, 2006 closing price and the exercise price of theoption times the number of shares subject to the option. Stock options andrestricted stock awards vest upon a change in control or change of controltermination, or in the event of death or disability.

       (4) The unvested portion of the defined contribution supplementalexecutive retirement plan benefit accelerates vesting upon change of control,death or disability.

       (5) In an involuntary termination without cause, we reimburse the COBRAhealth and dental insurance premiums for six months. The monthly employer costbased on 2007 rates is $1,110. In a change of control termination, we pay aportion of health, dental, life and accidental death and disability 

32

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insurance coverage to age65; the annual employer cost based on 2007 rates is $9,276. The amount shown incolumn (e) is based on 10 years of coverage to age 65; assuming a constantannual rate.

       (6) Includes $50,000 from Ceridian-paid coverage; the remaining to bepaid from corporate owned life insurance policy purchased to fund the deferredcompensation plan.

       (7) Disability benefits are provided under both an insured and aself-insured policy. The annual benefit is based on 65% of base salary plusbonus, capped at $25,041 per month.

       (8) Estimated amount based on current salary prorated based on thenumber of unused personal days.

       (9) Total premiums for executive and spouse to fully fund the policy. Upondeath of executive, spouse premiums continue to be paid until fully funded.

(10) Out-of-state relocation is paid if it occurs within one year ofchange of control, estimated at $200,000.

(11) Reasonable outplacement is provided for involuntary terminationwithout cause. Reasonable outplacement is provided for change of controltermination for up to three years following termination. The estimated annualcost is $20,000.

(12) Estimated gross-up payment to put the executive in the sameafter-tax position as if no excise taxes under the Internal Revenue Code of1986, as amended, had been imposed. The estimate assumes Mr. Nelson wouldbe subject to the maximum federal and Minnesota income and other payroll taxes,aggregating to an effective tax rate of 42.9%.

***Robert J. Severson.****  *The following discusses the payments made or due tobe made to Mr. Severson as a result of his retirement effective December 31,2006:

·       In2007, Mr. Severson elected to receive his tax-qualified pension planbenefit and a portion of his non tax-qualified plan benefit in the form of a100% Joint and Survivor annuity. In 2007, Mr. Severson will receive aportion of his non tax-qualified pension benefits from our Benefit EqualizationPlan in a lump sum payment. For further information, including estimatedpayments, see the discussion above under the headings “Executive Compensation—PensionBenefits.”

·       Mr. Seversonelected to receive the proceeds of his account under the Deferred CompensationPlan in 15 annual installments. The first installment will occur in 2007, withthe remaining fourteen installments paid annually through 2021. For furtherinformation, see the discussion above under the headings “ExecutiveCompensation—Nonqualified Defined Contribution and Other Nonqualified DeferredCompensation Plan.”

·       Mr. Seversonreceived a cash performance bonus in the amount of $100,000 for service andperformance in 2006.

·       UponMr. Severson’s retirement and pursuant to the retirement provisions of thestock option award agreements entered into with Mr. Severson prior to2006, 24,442 unvested stock options granted to Mr. Severson acceleratedand became fully vested. Upon his retirement and pursuant to the retirementprovisions of the stock option award agreement entered into with Mr. Seversonin 2006, an additional 18,280 stock options will continue to vest one-thirdeach year following the date of grant. Such stock option awards will remainexercisable for the remainder of their original five year terms.

·       UponMr. Severson’s retirement and pursuant to the retirement provisions of therestricted stock unit award agreement, 3,050 restricted stock units willcontinue to vest one-third each year following the date of grant.

·       Unvestedrestricted stock awards were forfeited upon his retirement.

33

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·       Mr. Seversonbecame eligible to receive post-retirement medical and dental coverage to age65 under our early retirement coverage, a benefit available to all retirees whoretire between the ages of 55 and 65 with more than 15 years of service. Themonthly employer cost based on 2007 rates is $361.66 until age 65. At age 65, Mr. Seversonwill be eligible to receive coverage under our retiree medical program.

·       Mr. Seversonreceived $51,442, representing the cash value of his accrued personal days off.

***Ronald L. Turner.****  *The following discusses the payments made or due tobe made to Mr. Turner as a result of his retirement on October 20,2006:

·       InJanuary 2007, Mr. Turner was paid $3,986,689 in a lump sum cashpayment representing his full tax-qualified pension plan benefit and a partialpayment of his non tax-qualified pension benefits from the Ceridian CorporationBenefit Equalization Plan and pursuant to the supplemental executive retirementplan provisions of his employment agreement. A final payment of $1,295,879, representingthe remaining portion of his non tax-qualified pension benefits will occur onor after April 21, 2007, following a six-month waiting period as requiredunder Section 409A of the Internal Revenue Code of 1986, as amended. Forfurther information, see the discussion above under the headings “ExecutiveCompensation—Pension Benefits.”

·       Mr. Turnerelected to receive the proceeds of his account under the Ceridian CorporationDeferred Compensation Plan in 10 annual installments. Following Mr. Turner’sretirement on October 20, 2006, the first installment was made from hispre-2005 accrued account balance. After April 21, 2007, following asix-month post-retirement waiting period, as required under Section 409Aof the Internal Revenue Code of 1986, as amended, Mr. Turner was paidadditional installments of his post-2004 accrued account balance. Theremaining annual installments will be made until 2015. For further information,see the discussion above under the headings “Executive Compensation—NonqualifiedDefined Contribution and Other Nonqualified Deferred Compensation Plan.”

·       Mr. Turnerreceived a pro rata discretionary bonus in the amount of $752,568 based upon293 days of service in 2006.

·       UponMr. Turner’s retirement and pursuant to the retirement provisions of thestock option award agreements entered into with Mr. Turner prior to 2006,the 279,756 unvested stock options granted to Mr. Turner accelerated andbecame fully vested. Pursuant to the retirement provisions of the stock optionaward agreement entered into with Mr. Turner in 2006, an additional276,210 stock options will continue to vest one-third each year following thedate of grant. Such stock option awards will remain exercisable for theremainder of their original five year terms.

·       Pursuantto the retirement provisions of the restricted stock unit award agreement,46,105 restricted stock units will continue to vest one-third each yearfollowing the date of grant.

·       Unvestedrestricted stock awards were forfeited upon his retirement.

·       In2002, Mr. Turner was provided an endorsed split dollar life insurancearrangement. The policy was owned by Ceridian and provides a $3 million deathbenefit to the beneficiary named by Mr. Turner in the event of his death. Pursuantto the terms of the arrangement, upon Mr. Turner’s retirement, we assignedall of our interests and rights to the agreement to Mr. Turner following asix-month post-retirement waiting period as required under Section 409A ofthe Internal Revenue Code of 1986, as amended.

·       Mr. Turnerbecame eligible to receive post-retirement medical and dental coverage untilage 65, at a cost to Mr. Turner of no more than one of our activeemployees, as outlined in his employment agreement based on his retirementafter age 60 with more than 10 years of service. The estimated 

34

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total cost of thiscoverage is $91,063. In addition, we will continue to pay the annual premiumfor long-term care insurance for six years for Mr. Turner and his spouse,valued at $54,209.

·       Mr. Turnerreceived our interest in a country club membership valued at $80,000.

·       Mr. Turner received$111,779, representing the cash value of his accrued personal days off.

**DirectorCompensation**

In December 2005,our Board of Directors approved certain changes to the compensation program fornon-employee directors to be effective January 1, 2006. No significantrevisions had been made to the non-employee director compensation program since1998, and the proposed changes were made following a comprehensive study of thecurrent director compensation practices of select peer companies. Effective January 1,2006, the non-employee director compensation program generally provides for:

·       anannual Board retainer of $65,000 payable in cash, restricted stock or deferredrestricted stock units;

·       committeechair retainer of $15,000 per year for the Audit Committee and $10,000 per yearfor the Compensation and Human Resources Committee and Nominating and CorporateGovernance Committee payable in cash, restricted stock or deferred restrictedstock units;

·       anannual stock option grant with respect to 8,000 shares of Ceridian common stockupon re-election to the Board; and

·       aone-time restricted stock award for shares of common stock with a fair marketvalue of $150,000 upon initial election or appointment to the Board.

***Annual BoardRetainer and Committee Chair Retainer.******  ***Each non-employee director isrequested to make an election prior to the beginning of the year to receive theannual Board retainer and any committee chair retainer in cash, restricted stockor deferred stock. A minimum of 50% of the annual Board retainer must be paidin restricted stock or deferred restricted stock units. Absent an election, thedefault election is for the annual Board retainer to be paid 50% cash and 50%restricted stock and for any committee chair retainer to be paid 100% in cash. Also,an individual who becomes a non-employee director during the calendar yearreceives a pro rata portion of the annual Board retainer and committee chairretainer, and each retainer is paid entirely in cash. The cash portion of theannual and/or committee chair retainer is paid quarterly. Restricted stock isgranted and/or credits to a director’s deferred stock account are made on thefirst trading day of the year by dividing the cash equivalent value by theaverage closing price on the New York Stock Exchange of a share of our commonstock for the last ten trading days of the immediately preceding calendar year,rounding to the nearest whole share. A pro rata portion of the cash, restrictedstock or deferred restricted stock units will be forfeited if the directorceases to be a director of Ceridian during the year, or, if applicable, thechair of a committee ceases to be a committee chair during the year. A directoris restricted from selling, assigning or otherwise disposing of or encumberingthe shares of restricted stock or deferred restricted stock units until thedirector leaves the Board.

***Annual Stock OptionGrant.******  ***Onthe date of re-election to the Board at our annual stockholder’s meeting, eachnon-employee director is granted a non-qualified stock option to purchase 8,000shares of our common stock. The exercise price of such option is equal to theclosing price on the New York Stock Exchange of one share of common stock onthe date of grant. The option becomes exercisable with respect to one-third ofthe shares subject to the option on each grant date anniversary and expiresfive years from the date of grant. The option vests immediately in the event ofdeath or disability, if the non-employee director elects not to stand forre-election to the Board or upon a change of control.

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***Newly ElectedDirector One-Time Restricted Stock Award.******  ***Each newly elected orappointed non-employee director receives a one-time award of restricted stockon the date of such director’s election or appointment to the Board. The numberof shares of restricted stock is determined by dividing $150,000 by the averageclosing price on the New York Stock Exchange of common stock for the tentrading days prior to the effective date of the director’s election orappointment to the Board, rounded to the nearest 100 shares. Twenty percent ofthe restricted shares vest each year on the anniversary of the date of grant. Theshares may not be sold, assigned or otherwise transferred, or subjected to anylien, either voluntarily or involuntarily, by operation of law or otherwise,before they vest. The restricted shares vest immediately in the event of deathor disability, if the non-employee director elects not to stand for re-electionto the Board or upon a change of control.

***Stock OwnershipGuidelines.******  ***Thestock ownership guidelines for non-employee directors provide that beginning January 1,2006, each of our non-employee directors will own shares of our common stock,including restricted shares and deferred restricted stock units, equal to atleast four times the annual Board retainer within five years of becoming adirector of Ceridian. As of April 1, 2007, all of the non-employeedirectors who have been directors for five years or more each currently satisfythese stock ownership guidelines.

***Other.******  ***In addition to thecompensation described above, we reimburse non-employee directors for expensesincurred in attending Board, stockholder and committee meetings. We may fromtime to time transport a non-employee director to and from such meetings in ourairplane. Non-employee directors also may use our airplane for personal use. Non-employeedirectors are covered by our $100,000 travel accident insurance policy,providing a payment of up to $100,000 upon dismemberment or death whiletraveling on company business.

***Summary Director Compensation.******  ***The following tablesummarizes the compensation paid to or earned by our non-employee directorsduring 2006. Directors who are employees of Ceridian are not separatelycompensated for their services as a director. As a result, neither Ms. Marinellonor Mr. Turner received any compensation for serving as a director ofCeridian during 2006.

**DIRECTORCOMPENSATION**

| **Name**                    | ** ** | ** ** | ** ** | **Fees Earned  or Paid in  Cash(1)  ($)** | ** ** | **Stock  Awards(2)  ($)** | ** ** | **Option  Awards(2)  ($)** | ** ** | **Non-Equity  Incentive Plan  Compensation  ($)** | ** ** | **Change in  Pension Value  and Nonqualified  Deferred  Compensation  Earnings** | ** ** | **All Other  Compensation  ($)** | ** ** | **Total  ($)** | ** ** |
|-----------------------------|------------|------------|------------|----------------------------------------------------------|------------|---------------------------|------------|----------------------------|------------|--------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|----------------|------------|
| **(a)**                     | ** ** | **(b)**    | ** ** | **(c)**                                                  | ** ** | **(d)**                   | ** ** | **(e)**                    | ** ** | **(f)**                                                | ** ** | **(g)**                                                                                         | ** ** | **(h)**                               | ** ** |
| Nicholas D. Chabraja        |       |       | $          | 42,500                                                   |       |                      |       | $                          | 30,669     |                                                   |       |                                                                                            | $          | 41,349                                |       |           |       | $ | 0 |   |   |   | $ | 0 |   |   |   | $ | 0 |   |   | $ | 114,518 |   |
| Ronald T. LeMay             |       |       | 42,500     |                                                     |       |                      | 30,415     |                       |       |                                                   | 41,349     |                                                                                            |       |                                  | 0          |           |       |   | 0 |   |   |   | 0 |   |   | 114,264 |   |
| George R. Lewis             |       |       | 47,500     |                                                     |       |                      | 30,415     |                       |       |                                                   | 41,349     |                                                                                            |       |                                  | 0          |           |       |   | 0 |   |   |   | 0 |   |   | 119,261 |   |
| L. White Matthews, III |       |       | 32,500     |                                                     |       |                      | 93,652     |                       |       |                                                   | 41,349     |                                                                                            |       |                                  | 0          |           |       |   | 0 |   |   |   | 0 |   |   | 167,501 |   |
| Richard Szafranski(3)       |       |       | 12,056     |                                                     |       |                      | 48,179     |                       |       |                                                   | 0          |                                                                                            |       |                                  | 0          |           |       |   | 0 |   |   |   | 0 |   |   | 60,287 |   |
| William L. Trubeck(4)       |       |       | 28,306     |                                                     |       |                      | 77,519     |                       |       |                                                   | 0          |                                                                                            |       |                                  | 0          |           |       |   | 0 |   |   |   | 0 |   |   | 105,825 |   |
| Alan F. White               |       |       | 32,500     |                                                     |       |                      | 46,479     |                       |       |                                                   | 41,349     |                                                                                            |       |                                  | 0          |           |       |   | 0 |   |   |   | 0 |   |   | 120,328 |   |
|                             |            |            |            |                                                          |            |                           |            |                            |            |                                                        |            |                                                                                                 |            |                                       |            |                |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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(1)    Mr. Chabrajaelected to receive his entire annual Board retainer ($65,000) and committeechair retainer ($10,000) in restricted stock (3,026 shares). We recognized anexpense of $39,454 in 2006 for this stock award. Column (b) reflects thecash value of 50% of his annual Board ($32,500) and his entire $10,000committee chair retainer. With the exception of Mr. Chabraja, column (b) reflectsthe dollar amount of the annual Board retainer and any committee chair retainerpaid to the non-employee director in cash. Messrs. Matthews and Whitereceived restricted stock units by electing to defer receipt of one-half oftheir annual Board retainer ($32,500) in our common stock until they leave theBoard. Messrs. Matthews and White each received 1,312 restricted stockunits as a result of this deferral.

(2)    Columns (c) and (d) reflect the FAS 123Rexpense recognized in 2006 for any current or prior year grants of restrictedstock or deferred restricted stock units, and any grants of non-qualified stockoption awards. The table below shows the restricted stock and deferredrestricted stock unit awards and stock option grants made in 2006, along withthe grant date fair value of such 

36

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awards computed in accordance with FAS 123R. Assumptionsused in the calculations of the amounts set forth in columns (c) and (d) andthe table below are included in footnote 8 to our audited financial statementsincluded in our Original Filing.

| **Name**                     | ** ** | ** ** | ** ** | **Stock Awards  Granted in 2006  (#)** | ** ** | **Grant Date Fair  Value of Stock  Awards Granted  in 2006  ($)** | ** ** | **Option Awards  Granted in 2006  (#)** | ** ** | **Grant Date Fair  Value of Option Awards  Granted in 2006  ($)** | ** ** |
|------------------------------|------------|------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|
| Nicholas D.  Chabraja        |       |       | 3,026      |                                                  |       |                                                                                            | $          | 75,196                                                 |       |                                                                                                 |       | 8,000 |   |   |   | $ | 69,054 |   |   |
| Ronald T. LeMay              |       |       | 1,312      |                                                  |       |                                                                                            | 32,603     |                                                   |       |                                                                                                 | 8,000      |   |   |   | 69,054 |   |   |
| George R. Lewis              |       |       | 1,312      |                                                  |       |                                                                                            | 32,603     |                                                   |       |                                                                                                 | 8,000      |   |   |   | 69,054 |   |   |
| L. White  Matthews, III |       |       | 14,691     |                                                  |       |                                                                                            | 382,598    |                                                   |       |                                                                                                 | 8,000      |   |   |   | 69,054 |   |   |
| Richard Szafranski           |       |       | 6,300      |                                                  |       |                                                                                            | 150,822    |                                                   |       |                                                                                                 | 0          |   |   |   | 0 |   |   |
| William L. Trubeck           |       |       | 6,700      |                                                  |       |                                                                                            | 151,487    |                                                   |       |                                                                                                 | 0          |   |   |   | 0 |   |   |
| Alan F. White                |       |       | 1,312      |                                                  |       |                                                                                            | 32,603     |                                                   |       |                                                                                                 | 8,000      |   |   |   | 69,054 |   |   |

 

The amount for Mr. Matthewsreflected in the column entitled “Stock Awards Granted in 2006 (#)” includes aone-time 13,379 restricted stock award valued at $350,000, based upon ourclosing stock price on December 14, 2006, the date of grant. This awardvests ratably in 33-1¤3% increments on December 14, 2007,2008 and 2009. The Board determined and approved this one-time award based uponthe additional time spent and services rendered by Mr. Matthews in therole of Chair of the Board.

The following chart shows the outstanding equity awardsheld by non-employee directors as of December 31, 2006.

| **Name**                     | ** ** | ** ** | ** ** | **Stock  Options** | ** ** | **Restricted  Stock  Awards** | ** ** | **Deferred  Restricted  Stock Units** | ** ** |
|------------------------------|------------|------------|------------|--------------------|------------|-------------------------------|------------|--------------------------------------------|------------|
| Nicholas D.  Chabraja        |       |       | 38,774     |               |       |                          | 17,426     |                                       |       |   | 0 |   |   |
| Ronald T. LeMay              |       |       | 48,201     |               |       |                          | 11,808     |                                       |       |   | 0 |   |   |
| George R. Lewis              |       |       | 48,201     |               |       |                          | 14,546     |                                       |       |   | 3,171 |   |   |
| L. White  Matthews, III |       |       | 8,000      |               |       |                          | 21,491     |                                       |       |   | 1,312 |   |   |
| Richard Szafranski           |       |       | 0          |               |       |                          | 6,300      |                                       |       |   | 0 |   |   |
| William L. Trubeck           |       |       | 0          |               |       |                          | 6,700      |                                       |       |   | 0 |   |   |
| Alan F. White                |       |       | 20,000     |               |       |                          | 7,237      |                                       |       |   | 1,312 |   |   |

 

(3)    Mr. Szafranski became a director on October 25, 2006.Mr. Szafranski received a one-time restricted stock award of 6,300 sharesof our common stock valued as of the date of grant on October 25, 2006.

(4)    Mr. Trubeck became a director on July 25, 2006.Mr. Trubeck received a one-time restricted stock award of 6,700 shares ofour common stock valued as of the date of grant on July 25, 2006.

In addition to thecompensation received as a non-employee director, on April 27, 2007, uponrecommendation from the Compensation Committee, the Board approved thefollowing program to further compensate the non-executive Chair of the Board:

·  an annual Board Chair retainer of $130,000payable in cash, restricted stock or deferred restricted stock units; and

·  an annual stock option grant with respect to16,000 shares of Ceridian common stock upon re-election to the Board at ourannual stockholder’s meeting.

The annual Board Chairretainer is awarded in the same manner as the annual Board retainer, with theexception that if a non-employee director becomes Chair of the Board during acalendar year, the Chair of the Board will receive a pro rata portion of theannual Board Chair retainer paid half in restricted stock and half in cash.Such restricted stock award will be granted on the date the director becomesChair of the Board by dividing the half of the pro rata portion of the amountof the annual Board Chair retainer by the closing price of a share of ourcommon stock on the grant date, rounded up to the nearest whole share. The prorata cash portion of the annual Board Chair retainer will be paid quarterly. Further,a pro rata portion of the cash, restricted stock or deferred restricted stockunits received as part of the annual Board Chair retainer will be forfeited ifthe director ceases to be Chair of the Board during the year.

The annual stock optiongrant to the Chair of the Board will be made in the same fashion as the annualstock option grants made to non-employee directors as described above.

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Following theadoption of this program, and as a result of Mr. Matthews having served asthe non-executive Chair of the Board from the beginning of 2007, onApril 27, 2007, upon the recommendation of the Compensation Committee, theBoard determined to pay Mr. Matthews:

·       $130,000representing an amount equal to the full amount of the annual Board Chairretainer with 50% being paid in cash (of which a pro rata amount throughApril 27 being deemed earned and the remainder to be paid in arrears on aquarterly basis), and 50% being made in the form of a restricted stock award.Such restricted stock award will vest pro rata over the remainder of 2007 (withsuch vesting accelerating upon a change of control) and will not be permittedto be transferred until Mr. Matthews leaves the Board. Further, a pro rataportion of restricted stock award will be forfeited if Mr. Matthews ceasesto be Chair of the Board during 2007.

·       aone-time restricted stock award with a value of $100,000 that will vest prorata over the period between April 27 and July 1, 2007 (with suchvesting accelerating upon a change of control), and will not be permitted to betransferred until Mr. Matthews leaves the Board. Further, a pro rataportion of restricted stock award will be forfeited if Mr. Matthews ceasesto be Chair of the Board prior to vesting.

**Suchrestricted stock awards were granted under the Ceridian Corporation 2004Long-Term Stock Incentive Plan, as amended. Further, Mr. Matthews iseligible to receive a stock option award of 16,000 shares of Ceridian commonstock if he is re-elected to the Board at our 2007 annual stockholder’s meeting.**

**Item 12.**                 SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters

**Security Authorizedfor Issuance under Equity Compensation Plans**

Thefollowing table and accompanying notes provide information about Ceridiancommon stock that may be issued under all of our existing equity compensationplans as of December 31, 2006.

| ** **                                                   | ** ** | **(a)**    | ** ** | **(b)**                                                                                                                                          | ** ** | **(c)**                                                                                                 | ** ** |
|--------------------------------------------------------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------|------------|
| **Plan Category**                                       | ** ** | ** ** | ** ** | **Number of  securities to be issued  upon exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted-average  exercise price  of outstanding  options, warrants  and rights** | ** ** | **Number of securities remaining  available for future issuance  under equity compensation plans  (excluding securities reflected in  Column (a))** | ** ** |
| Equity  compensation plans approved by security holders |       |       | 9,268,989  | (1)                                                                                                                                              |       |                                                                                                    | $          | 19.27 | (2) |   |   | 3,565,233 | (3) |   |
| Equity  compensation plans not approved by security holders  |       |       | 475,526    |                                                                                                                                             |       |                                                                                                    | $          | 19.29 |   |   |   | 51,015 | (4) |   |
| Total                                                        |       |       | 9,744,515  |                                                                                                                                             |       |                                                                                                    |       |   |   |   | 3,616,248 |   |   |
|                                                              |            |            |            |                                                                                                                                                  |            |                                                                                                         |            |  |  |  |  |  |  |  |  |  |

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(1)          Column (a) includesstock option and restricted stock unit awards.

Column (a) does not include any unvestedrestricted stock awards that have been issued.

The Ceridian Corporation Deferred Compensation Planallows executive officers the opportunity to invest in various book accounts,including one that tracks the performance of our common stock (referred to as “phantomstock”). Upon distribution, such participants will receive the amounts investedin phantom stock in the form of shares of our common stock that are held intrust that were issued from either the Ceridian Corporation Amended andRestated 2001 Long-Term Stock Incentive Plan, the Ceridian Corporation 2004Long-Term Stock Incentive Plan, as amended, or a successor plan. Column (a) doesnot include the number of shares that are currently credited to participants’phantom stock accounts as of December 31, 2006.

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The CeridianCorporation Non-Employee Director Compensation Program allows non-employeedirectors of the Board to receive all or a portion of each annual retainer inthe form of restricted stock or deferred restricted stock units. The restrictedstock and deferred restricted stock units vest over the year, but remainsubject to transferability restrictions until the director leaves the Board. Uponleaving the Board, any such deferred restricted stock units will be paid in theform of shares of our common stock. Awards made under this program are madeunder either the Ceridian Corporation Amended and Restated 2001 Long-TermIncentive Plan, the Ceridian Corporation 2004 Long-Term Stock Incentive Plan,or a successor plan. Column (a) does not include the number of shares ofrestricted stock that have been elected by a director as all or a portion ofthe director’s annual retainer. Column (a) does include the number ofdeferred restricted stock units that have been elected by a director as all ora portion of the director’s annual retainer.

(2)          Column (b) requiresdisclosure of the weighted-average exercise price of outstanding options,warrants and rights contained in column (a). Column (a) includes optionsand restricted stock units that are to be issued under current equity plans ofCeridian. Unlike a stock option, restricted stock units and deferred restrictedstock units are issued to a plan participant for no consideration, andtherefore their inclusion substantially reduces the weighted-average exerciseprices listed in column (b). The weighted-average exercise prices,excluding to be issued restricted stock units and deferred restricted stockunits, for equity compensation plans approved by our stockholders would be$20.07. No restricted stock units or deferred restricted stock units will beissued under equity compensation plans not approved by our stockholders.

(3)          Thefollowing number of shares remained available for issuance under each of ourequity compensation plans that have been approved by our stockholders as of December 31,2006. Grants under these plans may be in the form of any of the listed types ofawards:

| Plan                                                      | ** ** | ** ** | ** ** | **Number of  Shares**                                                                                                                                                  | ** ** | **Types of Awards** | ** ** |
|-----------------------------------------------------------|------------|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|
| Amended and Restated 2001  Long-Term Stock Incentive Plan |       | 1,483,557  |       | Stock options, restricted stock, performance  units                                                                                                                         |       |
| 2004 Long-Term  Stock Incentive Plan, as amended          |       | 2,081,676  |       | Stock options, stock appreciation rights,  restricted stock, restricted stock units, dividend equivalents, performance  awards, stock  awards, and other stock-based awards |       |

 

(4)          In2001, our Board adopted the Ceridian Corporation 2001 Savings-Related ShareOption Plan (“2001 SAYE”). The 2001 SAYE has not been approved by ourstockholders. This plan was available to employees of our subsidiaries in theUnited Kingdom and had been approved by Inland Revenue under a “save-as-you-earn”plan design. Under the 2001 SAYE,employee-participants could commit to save a specified amount from after-taxpay for a fixed period (either three or five years). At the end of the periodchosen, participants have the choice to receive the savings amount andaccumulated tax-free interest credits either in cash or to use the amount topurchase common stock from Ceridian at an exercise price equal to the marketprice of our common stock as of the beginning of the savings contract period,less a 15% discount. As of December 31, 2006, 51,015 shares of our commonstock are eligible to be purchased under the 2001 SAYE pursuant to savingsschemes that were in effect prior to December 31, 2006. In October 2005,the Compensation and Human Resources Committee of our Board of Directorsdetermined not to permit future savings schemes****underthe 2001 SAYE.

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**Share Ownership ofCertain Beneficial Owners**

Thefollowing table sets forth certain information regarding the beneficialownership of Ceridian common stock by each stockholder who is known by us toown beneficially more than 5 percent of our outstanding common stock. Eachperson has sole voting and investment power with respect to the shares listedunless otherwise indicated. The percentages below are based on the number ofshares of Ceridian common stock issued and outstanding as of April 1,2007.

| Name and Address of Beneficial Owner                                                              | ** ** | ** ** | ** ** | **Amount and  Nature of  Beneficial Ownership** | ** ** | **Percent of  Class** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|----------------------------------------------------------------|------------|----------------------------|------------|
| Pershing Square Capital Management  L.P.                                                                                   |       |       | 20,532,734 | (1)                                                            |       |                       | 14.33      | % |   |
| PS Management GP, LLC  Pershing Square GP, LLC  William A. Ackman

888 Seventh Avenue, 29th Floor  New York, NY 10019 |       |       |       |                                                           |       |                       |       |   |   |
| Janus Capital Management LLC                                                                                               |       |       | 14,170,985 | (2)                                                            |       |                       | 9.89       | % |   |
| Janus Contrarian  Fund  151 Detroit Street  Denver, CO 80206                                                               |       |       |       |                                                           |       |                       |       |   |   |
| Harris Associates L.P.                                                                                                     |       |       | 9,213,580  | (3)                                                            |       |                       | 6.43       | % |   |
| Harris Associates Inc.

Two North LaSalle Street, Suite 500  Chicago, IL 60602                                        |       |       |       |                                                           |       |                       |       |   |   |
| Capital Research and Management Company                                                                                    |       |       | 8,000,000  | (4)                                                            |       |                       | 5.58       | % |   |
| 333 South Hope  Street  Los Angeles, CA 90071                                                                              |       |       |       |                                                           |       |                       |       |   |   |

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(1)          Beneficial ownership asof February 28, 2007, as reported in Schedule 13D (Amendment No. 4)dated March 1, 2007 by Pershing Square Capital Management, L.P., aDelaware limited partnership, PS Management GP, LLC, a Delaware limitedliability company, Pershing Square GP, LLC, a Delaware limited liabilitycompany, and William A. Ackman, a citizen of the United States of America. Withthe exception of Pershing Square GP, LLC, each of the listed entities and Mr. Ackmanreport shared voting and dispositive power of 20,532,734 shares, and solevoting and dispositive power of 0 shares. Pershing Square GP, LLC is reportedto be the beneficial owner of 9,092,720 shares or 6.35%, of which it reportsshared voting and dispositive power over 9,092,720 shares, and sole voting anddispositive power over 0 shares.

(2)          Beneficial ownership asof December 31, 2006, as reported in a Schedule 13G dated February 14,2007. These securities are deemed beneficially owned by Janus CapitalManagement LLC. Janus Capital indirectly owns 82.5% of Enhanced InvestmentTechnologies LLC (“INTECH”) and 30% of Perkins, Wolf, McDonnell and Company (“PerkinsWolf”). Janus Capital, INTECH and Perkins Wolf (collectively, the “ManagedPortfolios”) are registered investment advisors, each providing investmentadvice to several investment companies. As a result of its role as an adviseror sub-adviser to the Managed Portfolios, Janus Capital may be deemed to be thebeneficial owner of 14,170,985 shares, of which it has the sole power to voteor direct the vote and sole power to dispose or to direct the disposition of13,543,775 shares or 9.45%, and sole power to dispose or to direct the dispositionof 627,210 shares or 0.44%. As a result of its role as an adviser orsub-adviser to the Managed Portfolios, INTECH may be deemed to be thebeneficial owner of 627,210 shares or 0.44% for which it has shared sole powerto dispose or to direct the disposition of such shares. Janus Contrarian Fundis an 

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investment companyregistered under the Investment Company Act of 1940 and is one of the ManagedPortfolios to which Janus Capital provides investment advice. Janus ContrarianFund beneficially owns 8,512,070 shares or 5.94% and has sole power to vote ordirect the vote and sole power to dispose or direct the disposition of suchshares.

(3)          Beneficial ownership asof December 31, 2006, as reported in a Schedule 13G dated February 12,2007. These securities are beneficially owned by the named parties as a resultof the named parties’ advisor and other relationships with the persons who ownthe shares. The Harris Associates Investment Trust owns 6,238,000 shares or4.35%, and Harris Associates L.P. serves as investment advisor to this trustand has shared voting and dispositive power over these shares. Representsshared power to vote or direct the vote of 9,231,580 shares, sole power todispose or to direct the disposition of 2,975,580 shares, and shared power to disposeor to direct the disposition of 6,238,000 shares.

(4)          Beneficialownership as of December 29, 2006, as reported in a Schedule 13G dated February 6,2007. These securities are deemed to be beneficially owned by Capital Researchand Management Company as a result of acting as investment advisor to variousinvestment companies registered under Section 8 of the Investment CompanyAct of 1940. Represents sole power to dispose or to direct the disposition of8,000,000 shares, sole voting power of 1,100,000 shares, and shared voting andshared dispositive power of 0 shares.

**Share Ownership ofDirectors and Management**

Thefollowing table sets forth certain information regarding the beneficialownership of Ceridian common stock as of April 1, 2007 by:  (1) each director of Ceridian; (2) eachnamed executive; and (3) all directors and executive officers as a group. Eachperson has sole voting and investment power with respect to the shares listedunless otherwise indicated. The percentages below are based on the number ofshares of Ceridian common stock issued and outstanding as of April 1,2007.

| **Name of Individual or Identity of Group** | ** ** | ** ** | ** ** | **Amount and  Nature of  Beneficial  Ownership(1)(2)** | ** ** | **Percent of  Class** | ** ** |
|---------------------------------------------------------------------------|------------|------------|------------|------------------------------------------------------------------|------------|-----------------------|------------|
| Directors:                                                                |       |       |       |                                                             |       |                  |       |   |   |
| Nicholas D. Chabraja                                                      |       |       | 58,045     |                                                             |       |                  | *          |   |   |
| Ronald T. LeMay                                                           |       |       | 62,660     |                                                             |       |                  | *          |   |   |
| George R. Lewis                                                           |       |       | 63,843     |                                                             |       |                  | *          |   |   |
| Kathryn V. Marinello                                                      |       |       | 162,790    |                                                             |       |                  | *          |   |   |
| L. White Matthews, III                                               |       |       | 24,024     |                                                             | ** ** | ** **            | *          |   |   |
| Richard Szafranski                                                        |       |       | 7,478      |                                                             |       |                  | *          |   |   |
| William L. Trubeck                                                        |       |       | 7,878      |                                                             |       |                  | *          |   |   |
| Alan F. White                                                             |       |       | 25,452     |                                                             |       |                  | *          |   |   |
| Other Named Executives:                                                   |       |       |       |                                                             |       |                  |       |   |   |
| Gary A. Krow                                                              |       |       | 115,776    |                                                             |       |                  | *          |   |   |
| Gary M. Nelson                                                            |       |       | 280,050    |                                                             |       |                  | *          |   |   |
| Douglas C. Neve(3)                                                        |       |       | 44,376     |                                                             | ** ** | ** **            | *          |   |   |
| Robert J. Severson(4)                                                     |       |       | 170,358    |                                                             |       |                  | *          |   |   |
| Ronald L. Turner(5)                                                       |       |       | 0          |                                                             |       |                  | *          |   |   |
| All Directors and  Executive Officers as a Group (18 persons)             |       |       | 1,049,934  |                                                             |       |                  | *          |   |   |

----

*                    Representsless than one percent.

(1)          Includes shares ofrestricted stock held by directors and executive officers as follows:  Mr. Chabraja, 18,604 shares; Mr. LeMay,12,986 shares; Mr. Lewis, 12,553 shares; Ms. Marinello, 162,790shares; 

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Mr. Matthews, 19,997shares; Mr. Szafranski, 7,478 shares; Mr. Trubeck, 7,878 shares; Mr. White,5,925 shares; Mr. Krow, 4,921 shares; Mr. Nelson, 2,971 shares; andAll Directors and Executive Officers as a Group, 274,463 shares.

Includes shares of common stock acquired by certainexecutive officers and allocated to their individual accounts under Ceridian’s401(k) plans as follows:  Mr. Krow,11,125 shares; Mr. Nelson, 5,001 shares; Mr. Severson, 151 shares;and All Directors and Executive Officers as a Group, 16,277 shares.

Includes shares ofstock options that become exercisable within 60 days of April 1, 2007 heldby directors and executive officers:  Mr. Chabraja,33,441 shares; Mr. LeMay, 42,868 shares; Mr. Lewis, 42,868 shares; Mr. Matthews,2,667 shares; Mr. White, 14,667 shares; Mr. Krow, 79,373 shares; Mr. Nelson,247,330 shares; Mr. Neve, 15,778 shares; Mr. Severson, 163,510shares; and All Directors and Executive Officers as a Group, 650,333 shares.

(2)          Does not include deferredrestricted stock units held by Messrs. Lewis, Matthews and White in theamount of 3,171 units for Mr. Lewis, 1,312 units for Mr. Matthews and2,490 units for Mr. White. Messrs. Lewis, Matthews and White electedto receive such deferred restricted stock units in lieu of all or a portion oftheir annual Board retainer. All payments from an individual director’sdeferred restricted stock unit account will be made in Ceridian common stockbased upon the director’s prior election to receive shares of Ceridian commonstock in a lump sum on January 10 of the year after the director leavesthe Board of Directors or in five, 10 or 15 year annual installments. Thedeferred restricted stock units do not have voting rights.

Does not include unvested restricted stock units thatwill not vest within 60 days of April 1, 2007 held by the executiveofficers as follows:  Mr. Krow,81,673 units; Mr. Nelson, 6,326 units; Mr. Severson**,** 2,033 units; Mr. Turner, 30,736 units; and AllDirectors and Executive Officers as a Group, 155,896 units. 

Does not includedeferrals made by Messrs. Krow and Nelson into an investment fund thatmirrors Ceridian common stock under the Ceridian Corporation DeferredCompensation Plan (such investments are referred to as “phantom shares”). The numberof phantom shares held by Messrs. Krow and Nelson are:  18,769 for Mr. Krow; and 16,269 for Mr. Nelson.All payments from an individual’s phantom share account will be made inCeridian common stock (fractional shares paid in cash). Phantom shares may notbe transferred out of an individual’s phantom share account until retirement ortermination. For each contribution made by an individual to his or her phantomshare account, Ceridian credits the individual’s phantom share account with anadditional 15 percent premium on the amount contributed by the individual. Thisadditional credit vests on the last day of the second year that begins afterthe date that the contribution is made into the individual’s phantom shareaccount. Phantom shares do not have voting rights.

(3)          Mr. Neve resignedfrom the Company effective as of March 8, 2007.

(4)          Mr. Seversonretired from the Company effective as of December 31, 2006.

(5)          Mr. Turnerretired from the Company effective as of October 20, 2006.

**Changes in Control**

In January 2007, oneof our stockholders proposed a slate of eight nominees for director to beconsidered at our 2007 Annual Meeting of Stockholders. If a majority of thedirectors elected at the 2007 Annual Meeting of Stockholders are from thatslate of nominees there would be a change in control of Ceridian.

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**Item 13.**                 CertainRelationships and Related Transactions, and Director Independence

**CertainRelationships and Transactions with Related Persons**

In October 2006,our Board of Directors adopted a written related-person transaction approvalpolicy. The policy covers transactions (including material amendments) thatdirectly or indirectly involve our directors, executive officers orfive-percent stockholders or any of their immediate family members (“RelatedPerson”), and the amount involved exceeds $120,000 and the Related Person hador will have a direct or indirect material interest (“Related-PersonTransactions”). The policy provides that Related-Person Transactions do notinclude (1) indemnification or the advancement of expense paymentspursuant to our Certificate of Incorporation or Bylaws or any agreement withthe Related-Person, and (2) any compensation paid to a director orexecutive officer in connection with the performance of his or her duties to Ceridianor its subsidiaries. Pursuant to the terms of the policy, all Related-PersonTransactions are prohibited unless approved or ratified by the Nominating andCorporate Governance Committee. Any potential Related-Person Transactions areanalyzed by our Office of the General Counsel and management. AnyRelated-Person Transaction will be submitted for consideration by theNominating and Corporate Governance Committee at its next regularly scheduledmeeting. The Nominating and Corporate Governance Committee will be provided:

·       adescription of the participants;

·       theterms of the transaction;

·       thebusiness purpose of the transaction;

·       thebenefits (if any) to Ceridian and to the Related Person; and

·       anyamendments to or other actions taken by Ceridian so as to avoid or otherwiseaddress any resulting conflict of interest.

The Nominating andCorporate Governance Committee will consider the following factors, amongothers, pertaining to the Related-Person Transaction:

·       whetherthe terms of the transaction are fair to Ceridian and at least as favorableterms as would apply if the other person was not a Related-Person;

·       whetherthere are demonstrable business reasons for Ceridian to enter into thetransaction;

·       whetherthe Related-Person Transaction would impair the independence of a non-employeedirector; and

·       whetherthe Related-Person Transaction would present a conflict of interest, takinginto account the size of the transaction, the overall financial position of theexecutive or director in the transaction, the direct or indirect nature of theinterest of the executive or director in the transaction, the ongoing nature ofthe transaction and any other factors the committee deems relevant.

Any Related-PersonTransaction that is not approved or ratified shall be voided, terminated oramended in each case determined by the committee so as to avoid or otherwiseaddress any resulting conflict of interest. We have followed this policy sinceits adoption in October 2006.

**DirectorIndependence**

Our Board of Directors has adopted the criteria setforth in the New York Stock Exchange listing standard for determining whether adirector is independent. The Board believes that a substantial majority of thedirectors must be independent. The Board annually reviews all direct andindirect commercial and charitable relationships that directors may have withCeridian to determine whether the directors are 

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independent. No directorqualifies as an independent director unless the Board affirmatively determinesthat the director is independent.

In February 2007, theBoard reviewed all transactions or relationships between each director, or anymember of his or her immediate family, and Ceridian, our executive officers andour independent registered public accounting firm. Based on this review, theBoard affirmatively determined that Nicholas D. Chabraja, Ronald T. LeMay,George R. Lewis, L. White Matthews, III, Richard Szafranski, William L.Trubeck and Alan F. White are each independent under the New York StockExchange listing standards. In making the above independence determinations,the Board considered sales of products and services by Ceridian and itssubsidiaries to, and any purchases of products or services by Ceridian and itssubsidiaries from, companies where members of the Board are employed. The Boardconsidered (1) transactions between Ceridian and its subsidiaries andGeneral Dynamics Corporation and its subsidiaries, and the indirect interest ofMr. Chabraja, Chairman and Chief Executive Officer of General Dynamics,and (2) transactions between Ceridian and its subsidiaries and H&RBlock, Inc. and its subsidiaries, and the indirect interest of Mr. Trubeck,Executive Vice President and Chief Financial Officer of H&R Block, Inc.Upon reviewing such transactions, the Board determined that such transactionswere made in the ordinary course of business and were in an amount and naturethat were immaterial to Messrs. Chabraja and Trubeck, Ceridian, GeneralDynamics and H&R Block.

**Item 14.**                 PrincipalAccounting Fees and Services

**Audit Fees**

Thefollowing table sets forth the aggregate fees billed to Ceridian for the fiscalyears ended December 31, 2006 and 2005 by KPMG LLP, our independentregistered public accounting firm:

| ** **             | ** ** | **2006**  | ** ** | **2005**  | ** ** |
|------------------------|------------|-----------|------------|-----------|------------|
| Audit Fees             |       | $         | 2,730,000  |      | $          | 3,518,000 |   |
| Audit Related  Fees(1) |       | 1,512,000 |       | 1,747,000 |       |
| Tax Fees(2)            |       | 80,000    |       | 98,000    |       |
| All Other Fees(3)      |       | 0         |       | 23,000    |       |
| Total Fees(4)          |       | $         | 4,322,000  |      | $          | 5,386,000 |   |

----

(1)          Principally related tothird-party reviews of transaction processing controls (SAS 70 reports) andaudits of employee benefit plans.

(2)          Primarily related totransfer pricing and tax compliance matters.

(3)          Primarily related tointernational statutory filing matters.

(4)          All fees have beenapproved by the Audit Committee.

The Audit Committee of theBoard of Directors considered whether the provision of these services iscompatible with maintaining KPMG LLP’s independence and determined that it wascompatible.

**Auditor FeesPre-Approval Policy**

The Audit Committee has a formal policy concerning theapproval of audit and non-audit services to be provided by Ceridian’sindependent registered public accounting firm. A copy of this policy can befound on our website at www.ceridian.com in the Corporate Governance section. Thepolicy requires that all services that Ceridian’s independent registered publicaccounting firm may provide to Ceridian, including audit services and permittedaudit-related and non-audit related services, be pre-approved by the AuditCommittee. The Audit Committee may delegate pre-approval authority to one ormore of its members who, in turn, must report any pre-approval decisions to theAudit Committee at its next 

44

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scheduled meeting. Requestsor applications to provide services by our independent registered publicaccounting firm are submitted to the Audit Committee by both our independentregistered public accounting firm and the Chief Financial Officer or CorporateController, and must include a joint statement as to whether, in their view,the request or application is consistent with the Securities and ExchangeCommission’s rules on auditor independence.

The Audit Committee pre-approved all audit,audit-related and non-audit services provided by KPMG LLP in 2006 and 2005 inaccordance with its formal policy.

Our Internet website and the information contained onor connected to the website are not intended to be incorporated by referenceinto this Form 10-K/A.

45

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**PART IV**

**Item 15.**                 Exhibits,Financial Statement Schedules

**(a) 1.**   FinancialStatements of Registrant

We refer you to the “Index to Consolidated FinancialStatements” included in Part II, Item 8 of the Original Filing.

**(a) 2.**   FinancialStatement Schedules of Registrant

None.

**(a) 3.**   Exhibits

Thefollowing is a complete list of exhibits filed or incorporated by reference aspart of this Form 10-K/A.
| Exhibit    | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Description** |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|
| 3.01       |       | Amended  and Restated Certificate of Incorporation of Ceridian Corporation, as amended  (incorporated by reference to Exhibit 3.01 to Ceridian’s Annual Report  on Form 10-K for the year ended December 31, 2005 (File  No. 001-15168)).                                                                                                                                                                                                                                                                       |
| 3.02       |       | Amended and Restated Bylaws of Ceridian Corporation  (formerly known as New Ceridian Corporation) (incorporated by reference to  Exhibit 3.2 to Ceridian’s Registration Statement on Form 10 (File  No. 001-16149)).                                                                                                                                                                                                                                                                                                 |
| 4.01       |       | Rights Agreement, dated as of November 6, 2001,  between Ceridian Corporation and The Bank of New York, as Rights Agent,  including the form of Certificate of Designation, Preferences and Rights of  Series A Preferred Stock as Exhibit A, the form of Rights  Certificate as Exhibit B and the Summary of Rights to Purchase Preferred  Stock as Exhibit C (incorporated by reference to Exhibit 4.1 to  Ceridian’s Current Report on Form 8-K filed by Ceridian on  November 6, 2001). |
| 10.01      |       | Distribution Agreement between Arbitron Inc.,  formerly known as Ceridian Corporation, and Ceridian Corporation, formerly  known as New Ceridian Corporation, dated February 14, 2001 (exhibits and  schedules omitted) (incorporated by reference to Exhibit 10.1 to  Ceridian’s Registration Statement on Form 10 (File No. 001-16149)).                                                                                                                                                                      |
| 10.02      |       | Amendment No. 1 to Distribution Agreement  between Arbitron Inc., formerly known as Ceridian Corporation, and Ceridian  Corporation, formerly known as New Ceridian Corporation, dated March 30,  2001 (exhibits and schedules omitted) (incorporated by reference to  Exhibit 10.02 to Ceridian’s Annual Report on Form 10-K for  the year ended December 31, 2000 (File No. 001-16149)).                                                                                                            |
| 10.03*     |       | Executive Employment Agreement between Ceridian  Corporation and Kathryn V. Marinello, dated October 1, 2006  (incorporated by reference to Exhibit 10.1 to Ceridian’s Current Report  on Form 8-K with the earliest event reported dated October 1,  2006 and filed with the Securities and Exchange Commission on October 9,  2006).                                                                                                                                                                     |
| 10.04*, ** |       | Executive Employment Agreement between Ceridian  Corporation and Perry H. Cliburn, dated December 14, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.05*     |       | Executive Employment Agreement between Ceridian  Corporation and Gary A. Krow, dated January 29, 2002 (incorporated by  reference to Exhibit 10.11 to Ceridian’s Annual Report on Form 10-K  for the year ended December 31, 2001).                                                                                                                                                                                                                                                                             |
| 10.06*     |       | Amendment No. 1 to the Executive Employment  Agreement between Ceridian Corporation and Gary A. Krow, dated  November 21, 2002 (incorporated by reference to Exhibit 10.13 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2002).                                                                                                                                                                                                                                               |

46

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| 10.07*     |   | Executive  Employment Agreement between Ceridian Corporation and Gary M. Nelson, dated  January 29, 2002 (incorporated by reference to Exhibit 10.12 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2001).                                                                                                                                           |
|------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.08*     |   | Amendment No. 1 to the Executive Employment  Agreement between Ceridian Corporation and Gary M. Nelson, dated  November 21, 2002 (incorporated by reference to Exhibit 10.15 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2002).                                                                                                              |
| 10.09*     |   | Executive Employment Agreement between Ceridian  Corporation and Douglas C. Neve, dated March 14, 2005 (incorporated by  reference to Exhibit 10.1 to Ceridian’s Current Report on Form 8-K  dated March 14, 2005).                                                                                                                                                              |
| 10.10*, ** |   | Executive Employment Agreement between Ceridian  Corporation and Michael F. Shea, dated January 29, 2007.                                                                                                                                                                                                                                                                                            |
| 10.11*, ** |   | Executive Employment Agreement between Ceridian  Corporation and Kairus K. Tarapore, dated December 14, 2006.                                                                                                                                                                                                                                                                                        |
| 10.12*     |   | Executive Employment Agreement between Ceridian  Corporation and Ronald L. Turner, dated January 29, 2002 (incorporated  by reference to Exhibit 10.08 to Ceridian’s Annual Report on  Form 10-K for the year ended December 31, 2001).                                                                                                                                          |
| 10.13*     |   | Amendment No. 1 to the Executive Employment  Agreement between Ceridian Corporation and Ronald L. Turner, dated  November 21, 2002 (incorporated by reference to Exhibit 10.09 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2002).                                                                                                            |
| 10.14*     |   | Amendment No. 2 to the Executive Employment  Agreement between Ceridian Corporation and Ronald L. Turner, dated  October 25, 2006 (incorporated by reference to Exhibit 10.4 to  Ceridian’s Current Report on Form 8-K with the earliest event  reported dated October 25, 2006 and filed with the Securities and  Exchange Commission on October 26, 2006).           |
| 10.15*     |   | Ceridian Corporation 2004 Long-Term Stock Incentive  Plan, as amended (incorporated by reference to Exhibit 10.1 to  Ceridian’s Current Report on Form 8-K with the earliest event  reported dated March 8, 2006 and filed with the Securities and Exchange  Commission on March 9, 2006).                                                                                       |
| 10.16*     |   | Form of Ceridian Corporation Non-Qualified  Stock Option Award Agreement (under the Ceridian Corporation 2004 Long-Term  Stock Incentive Plan) (incorporated by reference to Exhibit 10.2 to  Ceridian’s Current Report on Form 8-K with the earliest event  reported dated February 17, 2006 and filed with the Securities and  Exchange Commission on February 23, 2006). |
| 10.17*     |   | Form of Ceridian Corporation Restricted Stock  Unit Agreement (under the Ceridian Corporation 2004 Long-Term Stock Incentive  Plan) (incorporated by reference to Exhibit 10.1 to Ceridian’s Current  Report on Form 8-K with the earliest event reported dated  February 17, 2006 and filed with the Securities and Exchange Commission  on February 23, 2006).            |
| 10.18*     |   | Form of Ceridian Corporation Restricted Stock  Award Agreement (under the Ceridian Corporation 2004 Long-Term Stock  Incentive Plan) (incorporated by reference to Exhibit 10.3 to Ceridian’s  Current Report on Form 8-K with the earliest event reported dated  February 17, 2006 and filed with the Securities and Exchange Commission  on February 23, 2006).           |

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| 10.19* |   | Form of  Ceridian Corporation Non-Qualified Stock Option Award Agreement (for  Non-Employee Director Awards under the Ceridian Corporation 2004 Long-Term Stock  Incentive Plan) (incorporated by reference to Exhibit 10.3 to Ceridian’s  Current Report on Form 8-K with the earliest event reported dated  March 8, 2006 and filed with the Securities and Exchange Commission on  March 9, 2006).                 |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.20* |   | Form of Ceridian Corporation Restricted Stock  Award Agreement (for Non-Employee Director Awards under the Ceridian  Corporation 2004 Long-Term Stock Incentive Plan) (incorporated by reference  to Exhibit 10.4 to Ceridian’s Current Report on Form 8-K with  the earliest event reported dated March 8, 2006 and filed with the  Securities and Exchange Commission on March 9, 2006).                            |
| 10.21* |   | Form of Ceridian Corporation Restricted Stock  Award Agreement (for Non-Employee Director Retainer Restricted Share Awards  under the Ceridian Corporation 2004 Long-Term Stock Incentive Plan)  (incorporated by reference to Exhibit 10.5 to Ceridian’s Current Report  on Form 8-K with the earliest event reported dated March 8,  2006 and filed with the Securities and Exchange Commission on March 9,  2006). |
| 10.22* |   | Ceridian Corporation 2002 Employee Stock Incentive  Plan (incorporated by reference to Exhibit 10.20 to Ceridian’s Annual  Report on Form 10-K for the year ended December 31, 2001).                                                                                                                                                                                                                                           |
| 10.23* |   | Ceridian Corporation Amended and Restated 2001  Long-Term Stock Incentive Plan (incorporated by reference to  Exhibit 10.13 to Ceridian’s Annual Report on Form 10-K for  the year ended December 31, 2001).                                                                                                                                                                                                                    |
| 10.24* |   | Form of Ceridian Corporation Non-Statutory  Stock Option Award Agreement (under the Amended and Restated 2001 Long-Term  Stock Incentive Plan) (incorporated by reference to Exhibit 10.14 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2001).                                                                                                                                               |
| 10.25* |   | Form of Ceridian Corporation Restricted Stock  Award Agreement (under the Amended and Restated 2001 Long-Term Stock  Incentive Plan) (incorporated by reference to Exhibit 10.15 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2001).                                                                                                                                                         |
| 10.26* |   | Ceridian Corporation Non-Employee Director  Compensation Program (incorporated by reference to Exhibit 10.2 to  Ceridian’s Current Report on Form 8-K with the earliest event  reported dated March 8, 2006 and filed with the Securities and Exchange  Commission on March 9, 2006).                                                                                                                                      |
| 10.27* |   | Ceridian Corporation Amended and Restated Employee Stock  Purchase Plan (incorporated by reference to Exhibit 10.02 to Ceridian’s  Quarterly Report on Form 10-Q for the quarterly period ended  June 30, 2004).                                                                                                                                                                                                                |
| 10.28* |   | Ceridian Corporation Amended and Restated 2001  Director Performance Incentive Plan (incorporated by reference to  Exhibit 10.17 to Ceridian’s Annual Report on Form 10-K or the  year ended December 31, 2001).                                                                                                                                                                                                                |
| 10.29* |   | Form of Ceridian Corporation Non-Statutory  Stock Option Award Agreement (under the Amended and Restated 2001 Director  Performance Incentive Plan) (incorporated by reference to Exhibit 10.18  to Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2001).                                                                                                                                          |
| 10.30* |   | Form of Ceridian Corporation Restricted Stock  Award Agreement (under the Amended and Restated 2001 Director Performance  Incentive Plan) (incorporated by reference to Exhibit 10.19 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2001).                                                                                                                                                    |

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| 10.31* |   | Ceridian  Corporation Benefit Equalization Plan, as amended (incorporated by reference  to Exhibit 10.14 to Arbitron Inc.’s (formerly known as Ceridian  Corporation) Annual Report on Form 10-K for the year ended  December 31, 1994 (File No. 1-1969)).                                                                                                                                                                                |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.32* |   | Ceridian Corporation Benefit Equalization Plan, First Declaration  of Amendment (incorporated by reference to Exhibit 10.18 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2000 (File No. 001-16149)).                                                                                                                                                                                                        |
| 10.33* |   | Ceridian Corporation Benefit Equalization Plan, Second Declaration  of Amendment (incorporated by reference to Exhibit 10.19 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2000 (File No. 001-16149)).                                                                                                                                                                                                       |
| 10.34* |   | Ceridian Corporation Benefit Equalization Plan,  Third Declaration of Amendment (incorporated by reference to  Exhibit 10.20 to Ceridian’s Annual Report on Form 10-K for  the year ended December 31, 2000 (File No. 001-16149)).                                                                                                                                                                                                        |
| 10.35* |   | Ceridian Corporation Benefit Equalization Plan,  Fourth Declaration of Amendment (incorporated by reference to  Exhibit 10.2 to Ceridian’s Current Report on Form 8-K with  the earliest event reported dated October 25, 2006 and filed with the  Securities and Exchange Commission on October 26, 2006).                                                                                                                               |
| 10.36* |   | Ceridian Corporation Employees’ Benefit Protection  Trust Agreement, dated as of December 1, 1994, between Ceridian Corporation  and First Trust National Association (incorporated by reference to  Exhibit 10.15 to Arbitron Inc.’s (formerly known as Ceridian  Corporation) Annual Report on Form 10-K for the year ended  December 31, 1994 (File No. 1-1969)).                                                            |
| 10.37* |   | First Declaration of Amendment to Ceridian  Corporation Employees’ Benefit Protection Trust Agreement, effective as of  January 1, 1999, between Ceridian Corporation and US Bank National  Association (incorporated by reference to Exhibit 10.22 to Ceridian’s Annual  Report on Form 10-K for the year ended December 31, 2000  (File No. 001-16149)).                                                                      |
| 10.38* |   | Second Declaration of Amendment to Ceridian  Corporation Employees’ Benefit Protection Trust Agreement, dated as of  March 26, 2001, between Ceridian Corporation and US Bank National  Association (incorporated by reference to Exhibit 10.23 to Ceridian’s  Annual Report on Form 10-K for the year ended December 31,  2000 (File No. 001-16149)).                                                                          |
| 10.39* |   | Third Declaration of Amendment to Ceridian  Corporation Employees’ Benefit Protection Trust Agreement, dated as of  August 1, 2001, between Ceridian Corporation and US Bank National  Association (incorporated by reference to Exhibit 10.02 to Ceridian’s  Quarterly Report on Form 10-Q for the quarterly period ended  September 30, 2001).                                                                                     |
| 10.40* |   | Fourth Declaration of Amendment to Ceridian  Corporation Employees’ Benefit Protection Trust Agreement, dated as of  October 25, 2006, between Ceridian Corporation and US Bank National  Association (incorporate by reference to Exhibit 10.3 to Ceridian’s current  Report on Form 8-K with the earliest event reported dated  October 25, 2006 and filed with the Securities and Exchange Commission  on October 26, 2006). |
| 10.41* |   | Ceridian Corporation Deferred Compensation Plan  (2002 Revision) (incorporated by reference to Exhibit 10.01 to  Ceridian’s Quarterly Report on Form 10-Q for the quarterly period ended  September 30, 2002).                                                                                                                                                                                                                                 |
| 10.42* |   | First Declaration of Amendment to the Ceridian  Corporation Deferred Compensation Plan (2002 Revision) (incorporated by  reference to Exhibit 10.1 to Ceridian’s Current Report on Form 8-K  with the earliest event reported dated October 25, 2006 and filed with  the Securities and Exchange Commission on October 26, 2006).                                                                                                         |

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| 10.43* |   | Split  Dollar Agreement between Ronald L. Turner and Ceridian Corporation  (incorporated by reference to Exhibit 10.06 to Ceridian’s Quarterly  Report on Form 10-Q for the quarterly period ended June 30, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.44* |   | Amendment No. 1 to the Split Dollar Agreement  between Ronald L. Turner and Ceridian Corporation (incorporated by reference  to Exhibit 10.5 to Ceridian’s Current Report on Form 8-K with  the earliest event reported dated October 25, 2006 and filed with the  Securities and Exchange Commission on October 26, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.45* |   | Form of Indemnification Agreement between  Ceridian Corporation and its Directors (incorporated by reference to  Exhibit 10.01 to Ceridian’s Quarterly Report on Form 10-Q for  the quarterly period ended June 30, 2003).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.46* |   | Ceridian Corporation 2001 Savings-Related Share  Option Plan (incorporated by reference to Exhibit 10.38 to Ceridian’s  Annual Report on Form 10-K for the year ended December 31,  2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.47  |   | Credit Agreement, dated as of November 18,  2005, among Ceridian Corporation, as the Borrower, Ceridian Canada Ltd, as  the Canadian Borrower, Bank of America, N.A., as the Administrative Agent,  Swingline Lender and L/C Issuer, Bank of America, N.A., acting through its  Canada branch, as the Canadian Subfacility Agent, JPMorgan Chase Bank, NA and  Wachovia Bank, National Association, as Co-Syndication Agents, PNC Bank,  National Association and Wells Fargo Bank, National Association, as  Co-Documentation Agents, the other lenders party hereto and Banc of America  Securities LLC, as Sole Lead Arranger and Sole Book Manager (schedules omitted)  (incorporated by reference to Exhibit 10.1 to Ceridian’s Current Report  on Form 8-K with the earliest event reported dated  November 18, 2005 and filed with the Securities and Exchange Commission  on November 21, 2005). |
| 10.48  |   | Amendment No.1 to Credit Agreement entered into as  of October 25, 2006 among Ceridian Corporation, as Borrower, Ceridian  Canada Ltd, as the Canadian Borrower, Bank of America, N.A., in its capacity  as administrative agent for the Lenders, and each of the Lenders under the  Credit Agreement, dated as of November 18, 2006 (incorporated by  reference as Exhibit 10.01 to Ceridian’s Quarterly Report on  Form 10-Q for the quarterly period ended June 30, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.49  |   | Receivable Sales Agreement, dated as of  June 24, 2002, between Comdata Network, Inc. and Comdata Funding  Corporation (incorporated by reference as Exhibit 10.01 to Ceridian’s  Quarterly Report on Form 10-Q for the quarterly period ended  September 30, 2006).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.50  |   | Receivable Purchase Agreement, dated as of  June 24, 2002, among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, the Financial  Institutions party thereto and Bank One, NA (incorporated by reference to  Exhibit 10.02 to Ceridian’s Quarterly Report on Form 10-Q for  the quarterly period ended June 30, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.51  |   | Performance Undertaking, dated as of June 24,  2002, executed by Ceridian Corporation in favor of Comdata Funding  Corporation (incorporated by reference to Exhibit 10.03 to Ceridian’s  Quarterly Report on Form 10-Q for the quarterly period ended  June 30, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.52  |   | Amendment No. 1 to Receivables Purchase  Agreement entered into as of June 20, 2003 among Comdata Funding Corporation,  Comdata Network, Inc., Jupiter Securitization Corporation, each  Financial Institution party thereto, and Bank One NA (incorporated by  reference to Exhibit 10.01 to Ceridian’s Quarterly Report on  Form 10-Q for the quarterly period ended June 30, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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| 10.53 |   | Amendment  No. 2 to Receivables Purchase Agreement entered into as of June 17,  2004 among Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and  Bank One, NA (incorporated by reference to Exhibit 10.02 to Ceridian’s  Quarterly Report on Form 10-Q for the quarterly period ended  June 30, 2004).                                                                                                                   |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.54 |   | Amendment No. 3 to Receivables Purchase  Agreement and Amendment No. 1 to Performance Undertaking entered into as  of August 4, 2004 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and Bank One, NA (incorporated by reference to  Exhibit 10.01 to Ceridian’s Quarterly Report on Form 10-Q for  the quarterly period ended September 30, 2004).                                                         |
| 10.55 |   | Amendment No. 4 to Receivables Purchase  Agreement and Amendment No. 2 to Performance Undertaking entered into as  of September 30, 2004 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and Bank One, NA (incorporated by reference to  Exhibit 10.02 to Ceridian’s Quarterly Report on Form 10-Q for  the quarterly period ended September 30, 2004).                                                     |
| 10.56 |   | Amendment No. 5 to Receivables Purchase  Agreement and Amendment No. 3 to Performance Undertaking entered into as  of November 9, 2004 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and Bank One, NA (incorporated by reference to  Exhibit 10.11 to Ceridian’s Quarterly Report on Form 10-Q for  the quarterly period ended September 30, 2004).                                                       |
| 10.57 |   | Amendment No. 6 to Receivables Purchase  Agreement and Amendment No. 4 to Performance Undertaking entered into as  of December 31, 2004 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and Bank One, NA. (incorporated by reference to  Exhibit 10.12 to Ceridian’s Quarterly Report on Form 10-Q for  the quarterly period ended September 30, 2004).                                                     |
| 10.58 |   | Amendment No. 7 to Receivables Purchase  Agreement and Amendment No. 5 to Performance Undertaking entered into as  of January 14, 2005 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and JPMorgan Chase Bank, N.A., as successor in  merger to Bank One, NA (incorporated by reference to Exhibit 10.13 to  Ceridian’s Quarterly Report on Form 10-Q for the quarterly period  ended September 30, 2004). |
| 10.59 |   | Amendment No. 8 to Receivables Purchase  Agreement and Amendment No. 6 to Performance Undertaking entered into as  of March 31, 2005 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and JPMorgan Chase Bank, N.A., as successor in  merger to Bank One, NA. (incorporated by reference to Exhibit 10.62 to  Ceridian’s Annual Report on Form 10-K for the year ended  December 31, 2004).                  |
| 10.60 |   | Amendment No. 9 to Receivables Purchase  Agreement and Amendment No. 7 to Performance Undertaking entered into as  of May 15, 2005 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and JPMorgan Chase Bank, N.A., as successor in  merger to Bank One, NA (incorporated by reference to Exhibit 10.02 to  Ceridian’s Quarterly Report on Form 10-Q for the quarterly period  ended March 31, 2005).         |

51

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| 10.61    |   | Amendment  No. 10 to Receivables Purchase Agreement entered into as of  June 16, 2005 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and JPMorgan Chase Bank, N.A., as successor in  merger to Bank One, NA (incorporated by reference to Exhibit 10.01 to  Ceridian’s Current Report on Form 8-K with the earliest event  reported dated June 16, 2005 and filed with the Securities and Exchange  Commission on June 22, 2005). |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.62    |   | Amendment No. 1 to Receivables Sales Agreement  and Amendment No. 11 to Receivables Purchase Agreement entered into as  of November 7, 2005 among Comdata Funding Corporation, Comdata  Network, Inc., each Financial Institution party thereto, Jupiter  Securitization Corporation and JPMorgan Chase Bank, N.A. (incorporated by  reference to Exhibit 10.01 to Ceridian’s Quarterly Report on Form 10-Q  for the quarterly period ended September 30, 2005).                                                             |
| 10.63    |   | Amendment No. 12 to Receivables Purchase  Agreement entered into as of June 15, 2006 among Comdata Funding  Corporation, Comdata Network, Inc., Jupiter Securitization Corporation,  each Financial Institution party thereto, and JPMorgan Chase Bank, N.A.  (incorporated by reference to Exhibit 10.1 to Ceridian’s Current Report  on Form 8-K with the earliest event reported dated June 15,  2006 and filed with the Securities and Exchange Commission on June 19,  2006).                                           |
| 21.01**  |   | Subsidiaries of Ceridian.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 23.01**  |   | Consent of Independent Registered Public Accounting  Firm-KPMG LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 24.01**  |   | Power of Attorney.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.01*** |   | Certification of our Chief Executive Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 31.02*** |   | Certification of our Chief Financial Officer  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.01*** |   | Certification of our Chief Executive Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 32.02*** |   | Certification of our Chief Financial Officer  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

----

*                    Managementcontract or compensatory plan or arrangement required to be filed as an exhibitto this report.

**             Previously filed withthe Original Filing.

***      Filed herewith.

We will provide our stockholders with copies of any ofthe exhibits listed above, upon request and payment of our reasonable expensesin furnishing such exhibits. We will also provide to the Securities andExchange Commission, upon request, any exhibit or schedule to any of theforegoing exhibits which has not been filed.

52

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, as of April 30,2007.
|            | **CERIDIAN  CORPORATION** |
|------------|---------------------------|
| ** ** | By                        | /s/ KATHRYN V. MARINELLO |
| ** ** |                      | Kathryn V. Marinello |
| ** ** | * *                  | *President and Chief Executive Officer* |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities indicated as of April 30, 2007.
| /s/ KATHRYN  V. MARINELLO                    |   | /s/ GREGORY  J. MACFARLANE                     |
|----------------------------------------------|--------|------------------------------------------------|
| Kathryn V. Marinello                         |   | Gregory J. Macfarlane                          |
| *President and Chief Executive Officer*      |   | *Executive Vice President and Chief Financial* |
| *(Principal Executive Officer) and Director* |   | *Officer (Principal Financial Officer)*        |
| /s/ RANDY W. STROBEL                         |   |                                           |
| Randy W. Strobel                             |   |                                           |
| *Vice President and Controller*              |   |                                           |
| *(Principal Accounting Officer)*             |   |                                           |
| /s/ NICHOLAS D. CHABRAJA                     |   | /s/ RONALD T. LEMAY                            |
| Nicholas D. Chabraja, *Director*             |   | Ronald T. LeMay, *Director*                    |
| /s/ GEORGE R. LEWIS                          |   | /s/ L. WHITE MATTHEWS, III                |
| George R. Lewis, *Director*                  |   | L. White Matthews, III, *Chairman*        |
| /s/ RICHARD SZAFRANSKI                       |   | /s/ WILLIAM L. TRUBECK                         |
| Richard Szafranski, *Director*               |   | William L. Trubeck, *Director*                 |
| /s/ ALAN F. WHITE                            |   |                                           |
| Alan F. White, *Director*                    |   |                                           |

 

53

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**CERIDIANCORPORATIONAMENDMENT NO. 1 ON FORM 10-K/A TO THE**ANNUAL REPORT ON FORM 10-K

**Exhibit Index**
| Exhibit | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **Description** |
|---------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|
| 3.01*   |       | Amended and Restated  Certificate of Incorporation of Ceridian Corporation, as amended.                                                                                                                                                                                                                                                                                                  |
| 3.02*   |       | Amended and  Restated Bylaws of Ceridian Corporation (formerly known as New Ceridian  Corporation).                                                                                                                                                                                                                                                                                      |
| 4.01*   |       | Rights Agreement,  dated as of November 6, 2001, between Ceridian Corporation and The Bank  of New York, as Rights Agent, including the form of Certificate of  Designation, Preferences and Rights of Series A Preferred Stock as  Exhibit A, the form of Rights Certificate as Exhibit B and the  Summary of Rights to Purchase Preferred Stock as Exhibit C. |
| 10.01*  |       | Distribution  Agreement between Arbitron Inc., formerly known as Ceridian Corporation, and  Ceridian Corporation, formerly known as New Ceridian Corporation, dated  February 14, 2001 (exhibits and schedules omitted).                                                                                                                                                            |
| 10.02*  |       | Amendment  No. 1 to Distribution Agreement between Arbitron Inc., formerly known as  Ceridian Corporation, and Ceridian Corporation, formerly known as New  Ceridian Corporation, dated March 30, 2001 (exhibits and schedules  omitted).                                                                                                                                      |
| 10.03*  |       | Executive  Employment Agreement between Ceridian Corporation and Kathryn V. Marinello,  dated October 1, 2006.                                                                                                                                                                                                                                                                      |
| 10.04** |       | Executive  Employment Agreement between Ceridian Corporation and Perry H. Cliburn, dated  December 14, 2006.                                                                                                                                                                                                                                                                        |
| 10.05*  |       | Executive  Employment Agreement between Ceridian Corporation and Gary A. Krow, dated  January 29, 2002.                                                                                                                                                                                                                                                                             |
| 10.06*  |       | Amendment  No. 1 to the Executive Employment Agreement between Ceridian Corporation  and Gary A. Krow, dated November 21, 2002.                                                                                                                                                                                                                                                |
| 10.07*  |       | Executive  Employment Agreement between Ceridian Corporation and Gary M. Nelson, dated  January 29, 2002.                                                                                                                                                                                                                                                                           |
| 10.08*  |       | Amendment  No. 1 to the Executive Employment Agreement between Ceridian Corporation  and Gary M. Nelson, dated November 21, 2002.                                                                                                                                                                                                                                              |
| 10.09*  |       | Executive  Employment Agreement between Ceridian Corporation and Douglas C. Neve, dated  March 14, 2005.                                                                                                                                                                                                                                                                            |
| 10.10** |       | Executive  Employment Agreement between Ceridian Corporation and Michael F. Shea, dated  January 29, 2007.                                                                                                                                                                                                                                                                          |
| 10.11** |       | Executive  Employment Agreement between Ceridian Corporation and Kairus K. Tarapore,  dated December 14, 2006.                                                                                                                                                                                                                                                                      |
| 10.12*  |       | Executive  Employment Agreement between Ceridian Corporation and Ronald L. Turner, dated  January 29, 2002.                                                                                                                                                                                                                                                                         |
| 10.13*  |       | Amendment No. 1 to  the Executive Employment Agreement between Ceridian Corporation and Ronald L.  Turner, dated November 21, 2002.                                                                                                                                                                                                                                            |

1

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| 10.14* |   | Amendment No. 2 to the Executive Employment  Agreement between Ceridian Corporation and Ronald L. Turner, dated  October 25, 2006.                                                                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15* |   | Ceridian  Corporation 2004 Long-Term Stock Incentive Plan, as amended.                                                                                                                                             |
| 10.16* |   | Form of  Ceridian Corporation Non-Qualified Stock Option Award Agreement (under the  Ceridian Corporation 2004 Long-Term Stock Incentive Plan).                                                               |
| 10.17* |   | Form of  Ceridian Corporation Restricted Stock Unit Agreement (under the Ceridian  Corporation 2004 Long-Term Stock Incentive Plan).                                                                          |
| 10.18* |   | Form of  Ceridian Corporation Restricted Stock Award Agreement (under the Ceridian  Corporation 2004 Long-Term Stock Incentive Plan).                                                                         |
| 10.19* |   | Form of  Ceridian Corporation Non-Qualified Stock Option Award Agreement (for  Non-Employee Director Awards under the Ceridian Corporation 2004 Long-Term  Stock Incentive Plan).                             |
| 10.20* |   | Form of  Ceridian Corporation Restricted Stock Award Agreement (for Non-Employee  Director Awards under the Ceridian Corporation 2004 Long-Term Stock Incentive  Plan).                                       |
| 10.21* |   | Form of  Ceridian Corporation Restricted Stock Award Agreement (for Non-Employee  Director Retainer Restricted Share Awards under the Ceridian Corporation 2004  Long-Term Stock Incentive Plan).             |
| 10.22* |   | Ceridian  Corporation 2002 Employee Stock Incentive Plan.                                                                                                                                                          |
| 10.23* |   | Ceridian  Corporation Amended and Restated 2001 Long-Term Stock Incentive Plan.                                                                                                                                    |
| 10.24* |   | Form of  Ceridian Corporation Non-Statutory Stock Option Award Agreement (under the  Amended and Restated 2001 Long-Term Stock Incentive Plan).                                                               |
| 10.25* |   | Form of  Ceridian Corporation Restricted Stock Award Agreement (under the Amended and  Restated 2001 Long-Term Stock Incentive Plan).                                                                         |
| 10.26* |   | Ceridian  Corporation Non-Employee Director Compensation Program.                                                                                                                                                  |
| 10.27* |   | Ceridian  Corporation Amended and Restated Employee Stock Purchase Plan.                                                                                                                                           |
| 10.28* |   | Ceridian Corporation  Amended and Restated 2001 Director Performance Incentive Plan.                                                                                                                               |
| 10.29* |   | Form of  Ceridian Corporation Non-Statutory Stock Option Award Agreement (under the  Amended and Restated 2001 Director Performance Incentive Plan).                                                          |
| 10.30* |   | Form of  Ceridian Corporation Restricted Stock Award Agreement (under the Amended and  Restated 2001 Director Performance Incentive Plan).                                                                    |
| 10.31* |   | Ceridian  Corporation Benefit Equalization Plan, as amended.                                                                                                                                                       |
| 10.32* |   | Ceridian  Corporation Benefit Equalization Plan, First Declaration of Amendment.                                                                                                                                   |
| 10.33* |   | Ceridian  Corporation Benefit Equalization Plan, Second Declaration of Amendment.                                                                                                                                  |
| 10.34* |   | Ceridian  Corporation Benefit Equalization Plan, Third Declaration of Amendment.                                                                                                                                   |
| 10.35* |   | Ceridian  Corporation Benefit Equalization Plan, Fourth Declaration of Amendment.                                                                                                                                  |
| 10.36* |   | Ceridian  Corporation Employees’ Benefit Protection Trust Agreement, dated as of  December 1, 1994, between Ceridian Corporation and First Trust National  Association.                                  |
| 10.37* |   | First Declaration  of Amendment to Ceridian Corporation Employees’ Benefit Protection Trust  Agreement, effective as of January 1, 1999, between Ceridian Corporation  and US Bank National Association. |

2

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| 10.38* |   | Second Declaration of  Amendment to Ceridian Corporation Employees’ Benefit Protection Trust  Agreement, dated as of March 26, 2001, between Ceridian Corporation and  US Bank National Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.39* |   | Third Declaration  of Amendment to Ceridian Corporation Employees’ Benefit Protection Trust  Agreement, dated as of August 1, 2001, between Ceridian Corporation and  US Bank National Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.40* |   | Fourth  Declaration of Amendment to Ceridian Corporation Employees’ Benefit  Protection Trust Agreement, dated as of October 25, 2006, between  Ceridian Corporation and US Bank National Association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.41* |   | Ceridian  Corporation Deferred Compensation Plan (2002 Revision).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.42* |   | First Declaration  of Amendment to the Ceridian Corporation Deferred Compensation Plan (2002  Revision).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.43* |   | Split Dollar  Agreement between Ronald L. Turner and Ceridian Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.44* |   | Amendment  No. 1 to the Split Dollar Agreement between Ronald L. Turner and  Ceridian Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.45* |   | Form of  Indemnification Agreement between Ceridian Corporation and its Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.46* |   | Ceridian  Corporation 2001 Savings-Related Share Option Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.47* |   | Credit Agreement,  dated as of November 18, 2005, among Ceridian Corporation, as the  Borrower, Ceridian Canada Ltd, as the Canadian Borrower, Bank of America,  N.A., as the Administrative Agent, Swingline Lender and L/C Issuer, Bank of  America, N.A., acting through its Canada branch, as the Canadian Subfacility  Agent, JPMorgan Chase Bank, NA and Wachovia Bank, National Association, as  Co-Syndication Agents, PNC Bank, National Association and Wells Fargo Bank,  National Association, as Co-Documentation Agents, the other lenders party  hereto and Banc of America Securities LLC, as Sole Lead Arranger and Sole  Book Manager (schedules omitted). |
| 10.48* |   | Amendment No.1 to  Credit Agreement entered into as of October 25, 2006 among Ceridian  Corporation, as Borrower, Ceridian Canada Ltd, as the Canadian Borrower, Bank  of America, N.A., in its capacity as administrative agent for the Lenders,  and each of the Lenders under the Credit Agreement, dated as of  November 18, 2006.                                                                                                                                                                                                                                                                                                                                  |
| 10.49* |   | Receivable Sales  Agreement, dated as of June 24, 2002, between Comdata Network, Inc.  and Comdata Funding Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.50* |   | Receivable  Purchase Agreement, dated as of June 24, 2002, among Comdata Funding  Corporation, Comdata Network, Inc., Jupiter Securitization Corporation,  the Financial Institutions party thereto and Bank One, N.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.51* |   | Performance  Undertaking, dated as of June 24, 2002, executed by Ceridian Corporation  in favor of Comdata Funding Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.52* |   | Amendment  No. 1 to Receivables Purchase Agreement entered into as of June 20,  2003 among Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and  Bank One, NA.                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.53* |   | Amendment  No. 2 to Receivables Purchase Agreement entered into as of June 17,  2004 among Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and  Bank One, NA.                                                                                                                                                                                                                                                                                                                                                                                                                   |

3

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| 10.54*  |   | Amendment No. 3 to  Receivables Purchase Agreement and Amendment No. 1 to Performance  Undertaking entered into as of August 4, 2004 among Comdata Funding  Corporation, Comdata Network, Inc., Jupiter Securitization Corporation,  each Financial Institution party thereto, and Bank One, NA.                                                         |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.55*  |   | Amendment  No. 4 to Receivables Purchase Agreement and Amendment No. 2 to  Performance Undertaking entered into as of September 30, 2004 among  Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and Bank  One, NA.                                                    |
| 10.56*  |   | Amendment  No. 5 to Receivables Purchase Agreement and Amendment No. 3 to  Performance Undertaking entered into as of November 9, 2004 among  Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and  Bank One, NA.                                                      |
| 10.57*  |   | Amendment  No. 6 to Receivables Purchase Agreement and Amendment No. 4 to  Performance Undertaking entered into as of December 31, 2004 among  Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and  Bank One, NA.                                                     |
| 10.58*  |   | Amendment  No. 7 to Receivables Purchase Agreement and Amendment No. 5 to  Performance Undertaking entered into as of January 14, 2005 among  Comdata Funding Corporation, Comdata Network, Inc., Jupiter  Securitization Corporation, each Financial Institution party thereto, and  JPMorgan Chase Bank, N.A., as successor in merger to Bank One, NA. |
| 10.59*  |   | Amendment  No. 8 to Receivables Purchase Agreement and Amendment No. 6 to  Performance Undertaking entered into as of March 31, 2005 among Comdata  Funding Corporation, Comdata Network, Inc., Jupiter Securitization  Corporation, each Financial Institution party thereto, and JPMorgan Chase  Bank, N.A., as successor in merger to Bank One, NA.   |
| 10.60*  |   | Amendment  No. 9 to Receivables Purchase Agreement and Amendment No. 7 to  Performance Undertaking entered into as of May 15, 2005 among Comdata  Funding Corporation, Comdata Network, Inc., Jupiter Securitization  Corporation, each Financial Institution party thereto, and JPMorgan Chase  Bank, N.A., as successor in merger to Bank One, NA.     |
| 10.61*  |   | Amendment  No. 10 to Receivables Purchase Agreement entered into as of  June 16, 2005 among Comdata Funding Corporation, Comdata Network, Inc.,  Jupiter Securitization Corporation, each Financial Institution party thereto,  and JPMorgan Chase Bank, N.A., as successor in merger to Bank One, NA.                                                        |
| 10.62*  |   | Amendment  No. 1 to Receivables Sales Agreement and Amendment No. 11 to  Receivables Purchase Agreement entered into as of November 7, 2005 among  Comdata Funding Corporation, Comdata Network, Inc., each Financial  Institution party thereto, Jupiter Securitization Corporation and JPMorgan  Chase Bank, N.A.                                      |
| 10.63*  |   | Amendment  No. 12 to Receivables Purchase Agreement entered into as of  June 15, 2006 among Comdata Funding Corporation, Comdata  Network, Inc., Jupiter Securitization Corporation, each Financial  Institution party thereto, and JPMorgan Chase Bank, N.A.                                                                                                 |
| 21.01** |   | Subsidiaries of  Ceridian.                                                                                                                                                                                                                                                                                                                                                   |
| 23.01** |   | Consent of  Independent Registered Public Accounting Firm-KPMG LLP.                                                                                                                                                                                                                                                                                                          |
| 24.01** |   | Power of  Attorney.                                                                                                                                                                                                                                                                                                                                                          |

4

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| 31.01*** |   | Certification of our  Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002. |
|----------|--------|----------------------------------------------------------------------------------------------------------------|
| 31.02*** |   | Certification of  our Chief Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002. |
| 32.01*** |   | Certification of  our Chief Executive Officer pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002. |
| 32.02*** |   | Certification of our  Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002. |

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*                    Incorporatedby Reference.

**             Filed with theOriginal Filing.

***      Filed herewith.

5

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