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                                                                   EXHIBIT 10.20

                              CERIDIAN CORPORATION
                            BENEFIT EQUALIZATION PLAN


                         THIRD DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 4.2 of the
Ceridian Corporation Benefit Equalization Plan, the undersigned hereby amends
the Plan in the manner described below.

1.       Section 2.2 of the Plan is amended by adding a new Subsection (D) which
         reads as follows:

         (D)      Notwithstanding Subsections (A), (B) and (C), a Participant
                  described in clause (1) may elect in accordance with clause
                  (2) to receive his or her benefit under the Plan in the form
                  of an actuarially equivalent lump sum payment, regardless of
                  the time and form of payment of his or her benefit under the
                  Pension Plan.

                  (1)      Eligibility. A Participant is eligible to make an
                           election to receive a lump sum benefit pursuant to
                           this subsection if and only if

                           (a)      he or she terminates employment after
                                    December 31, 1999, and

                           (b)      at the time of the election, he or she is an
                                    executive officer of the Company, as
                                    designated by the Company's board of
                                    directors.

                           If, after making an election to receive a lump sum
                           benefit pursuant to this subsection, a Participant
                           ceases to be an executive officer of the Company but
                           continues to be an employee of an Affiliated
                           Organization, the election will become or remain
                           effective in accordance with clause (2) and the
                           Participant may thereafter revoke the election in
                           accordance with clause (3) but the Participant may
                           not make any other election unless he or she again
                           becomes and remains an executive officer of the
                           Company, as designated by the Company's board of
                           directors, at the time of the election.

                  (2)      Election. An election pursuant to this subsection
                           must be made on a form provided by the Administrator.
                           The election will become effective on the first day
                           of the second calendar year that begins after the
                           Administrator receives the Participant's properly
                           completed election form, but only if the Participant
                           does not terminate employment before that date. If
                           the Participant terminates employment before the
                           first day of the second calendar year that begins
                           after the Administrator receives the Participant's
                           properly completed election form, the Participant's
                           benefit under the Plan will be distributed in
                           accordance with the provisions of this section
                           without regard to this subsection.
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                  (3)      Revocation. A Participant may revoke an election made
                           pursuant to this subsection. The revocation must be
                           made on a form provided by the Administrator. If the
                           properly completed revocation form is received by the
                           Administrator in the same calendar year as the
                           election form to which it relates, the revocation
                           will become effective on the day on which it is
                           received by the Administrator. If the properly
                           completed revocation form is received by the
                           Administrator after the calendar year during which
                           the Administrator received the election form to which
                           the revocation relates, the revocation will become
                           effective on the first day of the second calendar
                           year that begins after the Administrator receives the
                           Participant's properly completed revocation form, but
                           only if the Participant does not terminate employment
                           before that date. If the Participant terminates
                           employment after an election to receive a lump sum
                           benefit pursuant to this subsection becomes effective
                           and after the Administrator has received a properly
                           completed revocation form but before the revocation
                           becomes effective, the Participant's benefit will be
                           paid in accordance with the election.

                  (4)      Death. If a Participant makes an election pursuant to
                           this subsection and dies before he or she terminates
                           employment and before the election becomes effective
                           (i.e., before the first day of the second calendar
                           year that begins after the Administrator receives the
                           Participant's properly completed election form), any
                           death benefit payable under the Plan will be
                           distributed in accordance with the provisions of this
                           section without regard to this subsection. If a
                           Participant makes an election pursuant to this
                           subsection and dies before he or she terminates
                           employment and after the election becomes effective
                           (i.e., after the end of the first calendar year that
                           begins after the Administrator receives the
                           Participant's properly completed election form) and
                           while the election remains in effect (i.e., before
                           the first day of the second calendar year that begins
                           after the Administrator receives the Participant's
                           properly completed revocation form), the lump sum
                           payment the Participant would have received had he or
                           she terminated employment on the date of his or her
                           death and survived will be paid to the Participant's
                           surviving spouse or, if the Participant is not
                           survived by a spouse, to the Participant's estate, in
                           lieu of any other death benefit to any person
                           pursuant to the Plan, on the date on which the
                           Participant would have received the payment had he or
                           she survived.

                  (5)      Amount. A lump sum benefit pursuant to this
                           subsection will be calculated in accordance with
                           Subsections (A) and (B) as if the Participant were
                           eligible to elect and elected to receive his or her
                           benefit under the Pension Plan in the form of a lump
                           sum payment calculated as of the "calculation date,"
                           regardless of the actual time and form of payment of
                           his or her benefit under the Pension Plan. For this
                           purpose, the calculation date is the first day of the
                           second calendar month that begins after the calendar
                           month during which the Participant terminates
                           employment or, if later, the first day of the first
                           calendar year that begins after the calendar


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                           year during which the Participant terminates
                           employment, as elected by the Participant in
                           conjunction with his or her election to receive the
                           lump sum.

                  (6)      Payment. A lump sum benefit pursuant to this
                           subsection will be paid on or as soon as
                           administratively practicable after the "calculation
                           date," as defined in clause (5).

                  (7)      Termination of Employment. The definition of
                           termination of employment in the Pension Plan will be
                           applied to determine whether and when the Participant
                           terminates employment for purposes of this
                           subsection.

2.       Section 2.2 of the Plan is amended by adding a new Subsection (E) which
         reads as follows:

         (E)      Following commencement of monthly benefit payments pursuant to
                  the Plan to a Participant described in clause (1), the
                  Participant or his or her beneficiary if the Participant has
                  died, may elect to receive an immediate lump sum payment in an
                  amount equal to the "applicable percentage," as determined
                  pursuant clause (2), of the actuarially equivalent lump sum
                  value of his or her remaining benefit, as determined pursuant
                  to clause (3). The portion of the actuarially equivalent lump
                  sum value of the remaining benefit that is not distributed in
                  a lump sum pursuant to this subsection will be permanently
                  forfeited as of the date of the lump sum payment.

                  (1)      Eligibility. A Participant is eligible to make an
                           election to receive a lump sum benefit pursuant to
                           this subsection if and only if

                           (a)      he or she terminates employment after
                                    December 31, 1999, and

                           (b)      he or she attained age 60 on or before the
                                    date on which he or she terminates
                                    employment.

                           The definition of termination of employment in the
                           Pension Plan will be applied to determine whether and
                           when the Participant terminates employment for
                           purposes of this subsection. For purposes of this
                           subsection, "beneficiary" means the surviving spouse
                           or other person entitled to receive continued monthly
                           benefits pursuant to the Plan as a result of the
                           death of a Participant described in this subsection.

                  (2)      Applicable Percentage. The applicable percentage is
                           85 percent decreased by five-twelfths of one percent
                           for each month by which the date as of which the
                           Participant's monthly benefit pursuant to the Plan
                           commenced precedes the first day of the month first
                           following the Participant's sixty-fifth birthday;
                           provided, that if the date as of which the lump sum
                           payment pursuant to this subsection is calculated
                           follows the date as of which the

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                           Participant's monthly benefit pursuant to the Plan
                           commenced by at least 12 months, the applicable
                           percentage otherwise determined will be increased
                           (but not above 85 percent) by five-twenty-fourths of
                           one percent for each full month by which the date as
                           of which the lump sum is calculated follows the date
                           as of which the Participant's monthly benefit
                           pursuant to the Plan commenced.

                  (3)      Lump Sum Value of Remaining Benefit. The actuarially
                           equivalent lump sum value of the Participant's or
                           beneficiary's remaining benefit will be calculated as
                           of the first day of the calendar month that first
                           follows the Administrator's receipt of the
                           Participant's or beneficiary's properly completed
                           written election form, based on the Participant's age
                           (and, if applicable, the joint annuitant's age) or
                           the beneficiary's age, as the case may be, on the
                           date as of which the lump sum payment is calculated.
                           For this purpose, actuarial equivalence will be
                           determined on the basis of

                           (a)      an interest rate equal to the greater of (i)
                                    the annual interest rate that would have
                                    been used under the Retirement Plan to
                                    determine the amount of a lump sum benefit
                                    calculated as of the date as of which the
                                    Participant's monthly benefit payments
                                    pursuant to the Plan commenced and (ii) the
                                    annual interest rate on 30-year Treasury
                                    securities for the second calendar month
                                    preceding the first day of the calendar
                                    month as of which the lump sum payment is
                                    calculated, as determined in accordance with
                                    published guidance from the Internal Revenue
                                    Service pursuant to Code section 417(e)(3)
                                    (for example, June for a lump sum calculated
                                    as of August 1) and

                           (b)      mortality rates per the "applicable
                                    mortality table" published in Revenue Ruling
                                    95-6 or other applicable guidance from the
                                    Internal Revenue Service pursuant to Code
                                    section 417(e)(3).

                  (4)      Payment. A lump sum payment pursuant to this
                           subsection will be made within 10 business days after
                           the date as of which the amount of the payment is
                           calculated.

                  (5)      Revocation. A Participant may revoke an election to
                           receive an immediate lump sum payment made pursuant
                           to this subsection at any time prior to the date on
                           which the payment is made.

3.       Section 4.2(B) of the Plan is amended to read as follows:

         (B)      An amendment adopted in accordance with Subsection (A) is
                  binding on all interested parties as of the effective date in
                  the amendment; provided, however, that no amendment will have
                  any retroactive effect so as to deprive any Participant, or
                  the beneficiary or joint or contingent annuitant of a deceased
                  Participant, of any benefit to which he or she is entitled
                  under the terms of the


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                  Plan in effect immediately prior to the effective date of the
                  amendment, determined in the case of a Participant who is
                  employed by an Affiliated Organization, as if he or she had
                  terminated employment immediately prior to the effective date
                  of the amendment. Notwithstanding the foregoing, an amendment
                  adopted in accordance with Subsection (A) may delete or change
                  in any way Section 2.2(D), Section 2.2(E) or both from the
                  Plan and such amendment may be applied to any Participant
                  other than a Participant who (1) elected to receive a lump sum
                  payment pursuant to the deleted or changed subsection on a
                  properly completed election form received by the Administrator
                  prior to the date on which the amendment is adopted and (2)
                  has not revoked the election on a properly completed
                  revocation form received by the Administrator prior to the
                  date on which the amendment is adopted, with respect to the
                  election by the Participant described in clause (1).

The foregoing amendments are effective as of January 1, 2001.

The undersigned has caused this instrument to be executed by its duly authorized
officers this 28th day of March, 2001.


                                   NEW CERIDIAN CORPORATION

Attest:  /s/ Gary M. Nelson        By:  /s/ Shirley J. Hughes
         Secretary                      Senior Vice President, Human Resources




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