Exhibit 10.11 

AUTOMATIC DATA PROCESSING, INC.


DEFERRED COMPENSATION PLAN


As Amended and Restated Effective
July 1, 2012 

          The Automatic Data Processing, Inc. Deferred Compensation Plan
is intended to provide a select group of management or highly-compensated
employees the ability to defer certain compensation earned by such employees.
This restated Plan document applies to all deferrals made or vested under the
Plan on or after January 1, 2005 that are subject to the provisions of Section
409A of the Internal Revenue Code. All other deferrals made and vested prior to
January 1, 2005 are subject to the rules in effect at the time the compensation
was deferred. It is intended that this Plan will be supplemented by annual summaries
describing the Plan and participation in the Plan for the applicable Plan Year;
in the event of a conflict between the Plan and an annual summary, the terms of
the Plan shall control.

ARTICLE I
DEFINITIONS 

          Capitalized
terms used in this Plan, shall have the meanings specified below. 

    
1.1 “Account” or “Accounts” shall mean all of the Bonus Deferral Subaccounts, Company
Matching Contribution Subaccounts or Company Stock Unit Subaccounts that are
specifically provided in this Plan. 

    
1.2 “Affiliate” means (i) any person or entity that directly or indirectly controls, is
controlled by or is under common control with the Company and/or (ii) to the
extent provided by the Committee, any person or entity in which the Company has
a significant interest. The term “control” (including, with correlative meaning,
the terms “controlled by” and “under common control with”), as applied to any
person or entity, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such person or
entity, whether through the ownership of voting or other securities, by contract
or otherwise.

    
1.3 “Annual Bonus Payments” shall mean, with respect to any Eligible Employee who does
not qualify as a sales associate, the compensation earned pursuant to any annual
cash incentive plan or annual cash bonus plan or program adopted by the Company;
provided,
however,
that the following compensation shall not qualify as “Annual Bonus Payments”
hereunder: spot bonuses, hiring bonuses, separation payments, retention
payments, or other special or extraordinary payments. Annual Bonus Payments
shall only include compensation that is contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to
the Company’s fiscal year, and the performance criteria in respect of which was
established in writing no later than 90 days after the commencement of the
performance period to which such criteria relate.








     1.4 “Annual Incentive Amounts” shall mean,
as applicable, Annual Bonus Payments and Qualifying Sales Bonuses.

    
1.5 “Beneficiary” or “Beneficiaries” shall mean the person or persons designated in writing by a
Participant in accordance with procedures established by the Committee or the
Plan Administrator to receive the benefits specified hereunder in the event of
the Participant’s death. No Beneficiary designation shall become effective until
it is filed with the Committee or the Plan Administrator. If there is no such
designation or if there is no surviving designated Beneficiary, then the
Participant’s surviving spouse shall be the Beneficiary. If there is no
surviving spouse to receive any benefits payable in accordance with the
preceding sentence, the duly appointed and currently acting personal
representative of the Participant’s estate (which shall include either the
Participant’s probate estate or living trust) shall be the Beneficiary.


    
1.6 “Board of Directors” or “Board” shall mean the Board of
Directors of Automatic Data Processing, Inc. 

    
1.7 “Bonus Deferral
Subaccount” shall mean the bookkeeping
account maintained by the Company or the Plan Administrator for each Participant
that is credited with amounts equal to (i) the portion of the Participant’s
Annual Incentive Amounts that he or she elects to defer, and (ii) earnings and
losses (based on the Investment Rate) attributable thereto. 

    
1.8 “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference in
the Plan to any section of the Code shall be deemed to include any regulations
or other interpretative guidance under such section, and any amendments or
successor provisions to such section, regulations or guidance. 

    
1.9 “Committee” shall mean a committee as the Compensation Committee may appoint to
administer the Plan or, if no such committee has been appointed by the
Compensation Committee, then it shall be the Compensation Committee. As of the
effective date of this Plan, the Committee shall consist of (i) the person
occupying the position of General Counsel of the Company, and (ii) the person
occupying the position of Chief Human Resources Officer of the Company. In the
event of a vacancy in either the position of General Counsel or Chief Human
Resources Officer, then unless the Compensation Committee otherwise determines,
the Committee shall consist of the remaining person until such vacant position
is filled.

    
1.10 “Company” shall mean Automatic Data Processing, Inc., a Delaware corporation.


    
1.11 “Company Common Stock” means the common stock, par value $.10 per share, of the
Company.

    
1.12 “Company Matching
Contribution” shall mean the amount, if any,
contributed by the Company for a Participant with respect to a Plan Year under Section 4.2.

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     1.13 “Company Matching Contribution Subaccount” shall mean the bookkeeping account maintained by the Company or the
Plan Administrator for each Participant that is credited with an amount equal to
(i) the Company Matching Contribution, if any, and (ii) earnings and losses
(based on the Investment Rate) attributable thereto. 

    
1.14 “Company Stock Unit
Subaccount” shall mean the bookkeeping
account maintained by the Company or the Plan Administrator for each Participant
that is credited with (i) a number of Company stock units equal to the PBRS
Awards that he or she elects to defer, if any, and (ii) an amount equal to the
Dividend Equivalents (and earnings and losses (based on the Investment Rate)
attributable to such Dividend Equivalents).

    
1.15 “Compensation Committee” shall mean the Compensation Committee of the Board.


    
1.16 “Disability” shall mean a circumstance where the Company shall have cause to
terminate a Participant’s employment or service on account of “disability,” as
defined in any then-existing employment, consulting or other similar agreement
between the Participant and the Company or, in the absence of such an
employment, consulting or other similar agreement, a condition entitling the
Participant to receive benefits under a long-term disability plan of the
Company, or, in the absence of such a plan, as determined by the Committee based
upon medical evidence acceptable to it; provided, however, that a Participant shall not
have a Disability for purposes of the Plan unless the Participant is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or the Participant is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering the Company’s employees. 

    
1.17 “Distributable Amount” shall mean the vested balance in a Participant’s Accounts
subject to distribution in a given Plan Year. 

    
1.18 “Dividend Equivalents” shall mean, for any Participant who defers PBRS Awards, an
amount equal to the product of (a) the dividends (including extraordinary
dividends, if so determined by the Committee) declared and paid to other
stockholders of the Company in respect of one share of Company Common Stock,
multiplied by (b) the number of Company stock units in such Participant’s
Company Stock Unit Subaccount on the date such dividends are so declared.


    
1.19 “Eligible Employee” shall mean those employees selected by the Committee in
accordance with the procedures set forth in Article II. 


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1.20 “Enrollment Period” shall mean a period of time, as determined by the Committee
with respect to each Plan Year, ending no later than the December 31 preceding the end of the performance
period with respect to which the Annual Incentive Amounts or PBRS Awards, as
applicable, for such Plan Years relate; provided, however, that if the relevant
performance period does not end on June 30, the Enrollment Period shall end at
least six months before the conclusion of the applicable performance period.


     1.21 “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended. 

    
1.22 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
any successor thereto. Reference in the Plan to any section of (or rule
promulgated under) the Exchange Act shall be deemed to include any rules,
regulations or other interpretative guidance under such section or rule, and any
amendments or successor provisions to such section, rules, regulations or
guidance. 

    
1.23 “Fund” or “Funds” shall mean one or more of the investment funds selected by the
Committee, or its designee, to which Participants may elect to make deemed
investments pursuant to Section 3.3. 

    
1.24 “In-Service Distribution
Date” shall mean, in the case of a
distribution to be made while the Participant is still employed by the Company,
the month of September of the Plan Year elected by the Participant. 

    
1.25 “Investment Rate” shall mean, (i) for each Fund with a fixed rate of return,
the annual interest rate applicable to such Fund, as determined by the Committee
from time to time, and (ii) for any Fund that does not have a fixed rate of
return, any appreciation or depreciation in the value of the investment in which
the Participant is deemed invested. 

    
1.26 “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan
in accordance with Article II. 

    
1.27 “PBRS Awards” shall mean, for any Plan Year, the number of shares of Company Common
Stock earned by a Participant under the PBRS Program. 

    
1.28 “PBRS Program” shall mean the Company’s performance-based restricted stock
program under the Company’s 2008 Omnibus Award Plan (or any successor plan), as
in effect from time to time. 

    
1.29 “Plan” shall mean this Automatic Data Processing, Inc. Deferred Compensation
Plan. 

    
1.30 “Plan Administrator” shall mean, if applicable, any record keeper appointed by
the Company (which may include an Affiliate of the Company) to perform
administrative and other functions associated with the Plan.

    
1.31 “Plan Year” shall mean the Company’s fiscal year, which runs from July 1 to June
30. 

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     1.32 “Qualifying Sales Bonuses” shall mean,
with respect to any Eligible Employee who qualifies as a sales associate and (i)
receives sales bonuses on a quarterly basis, the bonus paid to such person in
respect of such person’s performance for the Company’s fourth fiscal quarter in
any Plan Year or (ii) receives sales bonuses on a monthly basis, the bonus paid
to such person in respect of such person’s performance for the last month in any
Plan Year. 

    
1.33 “Scheduled Distribution
Date” shall mean, as applicable, the
In-Service Distribution Date or the Separation from Service Distribution Date


    
1.34 “Separation from
Service” shall mean that the employment or
service provider relationship with the Company and any entity that is to be
treated as a single employer with the Company for purposes of Treasury
Regulations Section 1.409A-1(h) (the “Single
Employer”) terminates such that the facts and
circumstances indicate it is reasonably anticipated that no further services
will be performed or that the level of bona fide services the Participant would
perform after the termination (whether as an employee or as an independent
contractor) would permanently decrease to no more than 20 percent of the average
level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period
of services to the Single Employer if the Participant has been providing
services to the Single Employer less than 36 months). 

    
1.35 “Separation from Service Distribution
Date” shall mean, in the case of a
distribution on account of a Separation from Service, the seventh month
following the month in which the Separation from Service occurs. 

    
1.36 “Unforeseeable
Emergency” shall mean a severe unforeseeable
financial hardship as defined in Section 409A and the regulations thereunder,
including a severe financial hardship resulting from (i) an illness or accident
of the Participant, the Participant’s spouse, the Participant’s designated
Beneficiary, or the Participant’s dependent (as defined in Section 152 of the
Code, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) the loss
of the Participant’s property due to casualty, or (iii) other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant’s control. 

ARTICLE II 

ELIGIBILITY FOR PARTICIPATION


    
2.1 Determination of Eligible Employee.
With respect to all Plan Years commencing on or after July 1, 2011, Eligible
Employees (with respect to both Annual Incentive Amounts and PBRS Awards) shall
consist of all employees of the Company (or of any subsidiary that is
incorporated in any State in the United States of America), determined as of
July 1 of each Plan Year, that are (x) in executive letter grade positions, and
(y) eligible to receive compensation pursuant to an annual cash incentive plan,
or annual cash bonus plan or program; provided, however, that any employee whose home
country is not the United States of America shall not be considered an Eligible
Employee hereunder.

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     2.2 Participation. An Eligible Employee
shall become a Participant in the Plan by electing to make a deferral of Annual
Incentive Amounts or PBRS Awards in a Plan Year in accordance with Article
III.

    
2.3 Amendment of Eligibility Criteria. The
Committee may, in its discretion, change which employees are Eligible Employees
under the Plan for any reason, including to comply with any applicable laws
relating to the operation of the Plan. Eligibility for participation in one Plan
Year does not guarantee eligibility to participate in any future Plan Year.


ARTICLE III
ELECTIONS 

    
3.1 Election to Defer Annual Incentive Amounts and PBRS
Awards. 

         
(a) Timing of Election to Defer Annual Incentive Amounts and
PBRS Awards. An Eligible Employee may elect
to defer Annual Incentive Amounts and/or PBRS Awards only during the Enrollment
Period.

         
(b) Amount Eligible for Deferral.

              
(1) As of
July 1, 2010, an Eligible Employee may elect to defer up to up to 100% of his
Annual Incentive Amounts. As of July 1, 2011, an Eligible Employee may elect to
defer up to up to 100% of his PBRS Awards. The Committee may change the amount
or percentage that may be deferred in respect of any Plan Year at any time, or
from time to time.

              
(2) If
necessary, the total amount deferred by a Participant shall be reduced in 1%
increments in order to satisfy Social Security Tax (including Medicare), income
tax withholding for compensation that cannot be deferred, employee benefit plan
withholding requirements and any other withholding requirements. 

         
(c) Irrevocable Elections. Elections to
defer Annual Incentive Amounts and PBRS Awards shall become irrevocable as of
the date for such Plan Year set by the Committee in its sole discretion, which
(i) in the case of an Annual Bonus Payment shall in no event be later than six
months before the conclusion of the performance period with respect to which the
Annual Bonus Payment relates, (ii) in the case of a Qualifying Sales Bonus shall
in no event be later than the December 31 of the calendar year preceding the
calendar year in which the Qualifying Sales Bonus will be earned, and (iii) in
case of a PBRS Award shall in no event be later than six months before the
conclusion of the performance period with respect to which the PBRS Award
relates. 

         
(d) Duration of Election. An Eligible
Employee’s election to defer Annual Incentive Amounts and/or PBRS Awards for any
Plan Year is effective only for such Plan Year. 

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          (e) Method of Election. Elections to
participate may be made in writing, through an electronic medium such as a
website enrollment window or an email enrollment form or through a Plan
Administrator, provided that the election is binding when made and there is
sufficient record of when such election is made. 

    
3.2 Elections as to Time and Form of Payment. During the Enrollment Period, a Participant shall make an election
regarding the time and form of payment of the Annual Incentive Amounts and PBRS
Awards deferred for that Plan Year (and all earnings and losses (based on the
Investment Rate) attributable thereto, including in respect of Dividend
Equivalents).

         
(a) Elections as to Time. A Participant
shall elect to receive a distribution of his Annual Incentive Amounts and PBRS
Awards to be deferred for a Plan Year (and all earnings and losses (based on the
Investment Rate) attributable thereto, including in respect of Dividend
Equivalents) (i) on an In-Service Distribution Date, (ii) on a Separation from
Service Distribution Date or (iii) a portion on an In-Service Distribution Date
and a portion on a Separation from Service Distribution Date; provided, however, that a
Participant’s In-Service Distribution Date may be no earlier than five years
following the date on which the deferral of Annual Incentive Amounts and PBRS
Awards, as applicable, is made.

         
(b) Elections as to Form. A Participant
shall elect the form of the distribution of his Annual Incentive Amounts and
PBRS Awards, whether in a lump sum payment or in annual installments. If no such
election is made, the Participant shall be deemed to have elected to receive
payment in a lump sum. A Participant may elect annual installments to be paid
over a period not to exceed fifteen years. A Participant’s election to receive
payment in annual installments on a Separation from Service is subject to the
terms of Section 6.2(a)(2).

         
(c) Application of Election. An election
as to time and form of payment made with respect to a given Plan Year shall
apply only to the Annual Incentive Amounts and PBRS Awards deferred for such
Plan Year.

         
(d) No
Changes Permitted. Except as permitted by
Section 3.2(e) below, elections as to time and form of payment shall become
irrevocable as of December 31 of the Plan Year for which Annual Incentive
Amounts and PBRS Awards, as applicable, are deferred. 

         
(e) Subsequent Changes in Time and Form of Payment. A Participant may delay the timing of a previously-scheduled payment or
may change the form of a payment only if such subsequent deferral election meets
all of the following requirements: 

              
(i) the
subsequent deferral election shall not take effect until at least 12 months
after the date on which it is made; 

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(ii) the election must be made at least 12 months prior to the date
the payment is scheduled to be made. For installment payments, the election must
be made at least 12 months prior to the date the first payment in such
installment was scheduled to be made; and 

              
(iii) the
subsequent deferral election must delay the payment for at least five years from
the date the payment would otherwise have been made. For installment payments,
the delay is measured from the date the first payment was scheduled to be made.


          A
Participant may make only one subsequent change with respect to deferrals made
for a specific Plan Year.

         
(f) Initial
elections and subsequent elections, if any, may be made in writing or through an
electronic medium such as a website enrollment window or though an email
enrollment form or through a Plan Administrator, provided that there is
sufficient record of when such election is made. 

    
3.3 Elections as to Deemed Investment Choices. 

         
(a) Prior
to the date on which the actual deferral of an Annual Incentive Amount in
respect of Plan Year is made by the Company, a Participant shall make an
election regarding how such Annual Incentive Amount shall be deemed to be
invested for purposes of determining the amount of earnings or losses to be
credited to the Participant’s Accounts. If no such election is made in respect
of Annual Incentive Amounts deferred in any Plan Year, then (i) the Participant
shall be deemed to have made the same election made by such Participant in
respect of the most recent Plan Year in which there was a deferral of Annual
Incentive Amounts, and (ii) if no election contemplated by clause (i) has been
made, the deferred Annual Incentive Amounts shall be deemed invested in the most
risk-free type of Fund, as determined by the Committee in its sole and absolute
discretion. 

         
(b) Dividend Equivalents shall be deemed to be invested in the Fund specified
for such purpose by the Committee from time to time and communicated to the
Participant, and if no such communication is made, in the most risk-free type of
Fund, as determined by the Committee in its sole and absolute discretion.


         
(c) The
Committee shall select from time to time, in its sole and absolute discretion,
investments of various types that shall be communicated to the Participant. The
Investment Rate applicable to each Fund shall be used to determine the amount of
earnings or losses to be credited to Participant’s Bonus Deferral Subaccount and
Company Matching Contribution Subaccount (and the portion of the Company Stock
Unit Subaccount attributable solely to Dividend Equivalents). Deemed investment
choices shall not be changed unless the Committee promulgates a rule of general
application permitting such changes. 

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ARTICLE IV
DEFERRAL ACCOUNTS 

     4.1 Bonus Deferral
Subaccount. The Company or Plan Administrator
shall establish and maintain a Bonus Deferral Subaccount for each Participant
under the Plan. Each Participant’s Bonus Deferral Subaccount shall be further
divided into separate subaccounts (“investment fund subaccounts”), each of which
corresponds to a Fund elected by the Participant. A Participant’s Bonus Deferral
Subaccount shall be credited as follows: 

         
(a) on the
day the amounts are withheld and/or deferred from a Participant’s Annual
Incentive Amounts, with an amount equal to the Annual Incentive Amounts deferred
by the Participant; and 

         
(b) on a
daily basis, each investment fund subaccount of a Participant’s Bonus Deferral Subaccount shall be credited with earnings
or losses based on the applicable Investment Rate. 

    
4.2 Company Matching Contributions. The
Company shall match 50% of the first $20,000 of Annual Incentive Amounts
deferred by a Participant with respect to a Plan Year, but only if the
Participant has elected for such Annual Incentive Amounts to be distributed
following the Participant’s Separation from Service; provided, however, that this matching
contribution shall not be made with respect to any Participant who is either (i)
an “officer” of the Company (as such term is defined under Rule 3b-7 of the
Exchange Act) or (ii) a Corporate Vice President of the Company, in either case,
determined as of the first day of the Plan Year. 

    
4.3 Company Matching Contribution Subaccount. The Company or Plan Administrator shall establish and maintain a
Company Matching Contribution Subaccount for each Participant who receives a
Company Matching Contribution under the Plan. A Participant’s Company Matching
Contribution Subaccount shall be further divided into separate investment fund
subaccounts, each of which corresponds to a Fund elected by the Participant. A
Participant’s Company Matching Contribution Subaccount shall be credited as
follows: 

         
(a) on the
day such amount is deemed contributed, with an amount equal to the Company
Matching Contribution Amount, if any; and 

         
(b) on a
daily basis, each investment fund subaccount of a Participant’s Company Matching
Contribution Subaccount shall be credited with earnings or losses based on the
applicable Investment Rate. 

    
4.4 Company Stock Unit Subaccount. The
Company or Plan Administrator shall establish and maintain a Company Stock Unit
Subaccount for each Participant who elects to defer receipt of a PBRS Award. A
Participant’s Company Stock Unit Subaccount shall
be credited as follows: 

         
(a) on the
day shares of Company Common Stock would otherwise be issued to the Participant under the PBRS
Program, with a number of Company stock units equal to the number of shares of
Company Common Stock earned by the Participant under the PBRS Program; and


9








          (b) on the day dividends are paid to stockholders of the Company in respect
of shares of Company Common Stock, an amount equal to the Dividend Equivalents;
and 

         
(c) on a
daily basis, the investment fund subaccount of a Participant’s Company Stock
Unit Subaccount shall be credited with earnings or losses on the Dividend
Equivalents based on the applicable Investment Rate. 

ARTICLE V
VESTING 

    
5.1 Vesting. A Participant shall be 100%
vested at all times in his or her Bonus Deferral Subaccount. A Participant shall
vest in his or her Company Matching Contribution Account at the time such
Participant either (i) attains 65 years of age, or (ii) attains ten (10) years
of service credited with the Company and its subsidiaries. The Committee in its
sole discretion may credit a Participant with additional periods of service
solely for purposes of vesting in his or her Company Matching Contribution
Account. A Participant shall vest in his or her Company Stock Unit Subaccount
with respect to the Company stock units therein attributable to a PBRS Award on
the date on which such PBRS Award would otherwise have vested had the
Participant not elected to defer receipt of the Company Common Stock issuable
pursuant to such PBRS Award. A Participant shall be 100% vested at all times in
the portion of his or her Company Stock Unit Subaccount attributable to Dividend
Equivalents (and earnings and losses attributable thereto), notwithstanding that
the underlying Company stock units in respect of which such Dividend Equivalents
are credited may not yet have vested

    
5.2 Vesting Upon Death or Disability. Upon
death or the Disability of a Participant, the Participant shall be 100% vested
in his or her Company Matching Contribution Subaccount. 

ARTICLE VI
DISTRIBUTIONS 

         
Distributions from the Plan shall be made only in accordance with this
Article VI. All distributions shall be in cash, except as otherwise may occur
pursuant to Section 6.3, or as provided in Section 6.5, in either case, in
respect of PBRS Awards. 

    
6.1 Distribution of Accounts While Employed. 

         
(a) Scheduled Distributions.

              
(1) In
respect of all Distributable Amounts payable in a lump sum on an In-Service
Distribution Date, the value thereof shall be determined as of the ninth day of the month of September in
which the In-Service Distribution Date occurs, and the distribution thereof
shall be made as soon as administratively possible (and in no event later than
90 days) thereafter. In respect of all Distributable Amounts payable in
installments on an In-Service Distribution Date, all installments shall be
valued as of the ninth day of the month of September in each applicable year,
and the distribution thereof shall be made as soon as administratively
practicable (and in no event later than 90 days) thereafter.

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(2) In the event a Participant has a Separation from Service prior
to such Participant’s In-Service Distribution Date, then the provisions of
Section 6.2 shall instead apply to such distribution. 

         
(b) Except
as provided in Section 6.3, no unscheduled in-service distributions are
permitted. 

    
6.2 Distribution of Accounts after Separation from Service. If a Participant has a Separation from Service, the
provisions of this Section 6.2 shall apply to the distribution of the
Participant’s Accounts. 

         
(a) Separation from Service. 

              
(1) Ten
Years of Service, or Age 65. At the time of
the Participant’s Separation from Service, if the Participant has either (i)
attained age 55 and has completed ten years of service, or (ii) attained age 65,
then the Participant’s Account shall be distributed in accordance with the
Participant’s elections.

              
(A) Lump
Sum. For Distributable Amounts for which the
Participant has elected (or be deemed to have elected) a lump sum, the value
thereof shall be determined as of the ninth day of the seventh month following
the Separation from Service, and the distribution thereof shall be made as soon
as administratively possible (and in no event later than 90 days) thereafter. If
(i) a Participant has made an irrevocable election to defer his Annual Incentive
Amounts, (ii) such Annual Incentive Amounts are deferred after the Participant’s
Account has been distributed, and (iii) the Participant had elected to receive a
lump sum distribution, then the additional Account balance shall be valued and
distributed on the ninth day of the month immediately following the date the
Annual Incentive Amounts are deferred.

              
(B) Installment Payments. For
Distributable Amounts for which the Participant has elected installments, (i)
the first installment shall be valued as of the ninth day of the seventh month
following the Separation from Service, and the distribution thereof shall be
made as soon as administratively possible (and in no event later than 90 days)
thereafter, and (ii) each subsequent installment shall be valued as of the ninth
day of September of each of the following calendar years, and the distribution
thereof shall be made as soon as administratively possible (and in no event
later than 90 days) thereafter. For the avoidance of doubt, under no
circumstances shall two installments be paid in a single calendar year. If (x) a Participant
has made an irrevocable election to defer his Annual Incentive, (y) such Annual
Incentive is deferred after the Participant’s Account has started to be
distributed, and (z) the Participant had elected to receive installment
payments, the additional deferral shall be added to the Participant’s balance in
his Bonus Deferral Subaccount and shall be distributed in accordance with the
installment election.

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(2) All other Separations from Service. If, at the time of the Participant’s Separation from Service, a
Participant has neither (i) attained age 55 and has completed ten years of
service nor (ii) attained age 65, then the Participant’s entire Account balance
shall be distributed in a single lump sum. In any such case, the Distributable Amounts shall be valued as of the ninth day of
the seventh month following the Separation from Service, and the distribution
thereof shall be made as soon as administratively possible (and in no event
later than 90 days) thereafter.

         
(b) Death. In the case of the death of a
Participant, either while employed by the Company or prior to distribution of
the Participant’s entire Account balance, the Participant’s Account balance
shall be distributed to the Participant’s Beneficiary as soon as
administratively possible and in no event later than 90 days following the death
of the Participant. The value of the Participant’s Account shall be determined
as of the date on which the Participant dies. 

         
(c) Disability. In the case of the
Disability of a Participant prior to the commencement of distribution of the
Participant’s Account balance, the Participant’s Account balance shall be
distributed to the Participant in a lump sum
as soon as administratively possible (and in
no event later than 90 days) after it has been determined that the Participant
suffers from a Disability. The value of the Participant’s Account shall be
determined as of the date on which it has been determined that the Participant
suffers from a Disability. 

    
6.3 Unforeseeable Emergency. A Participant
shall be permitted to elect a distribution from his Bonus Deferral Subaccount,
vested Company Matching Contribution Subaccount and/or vested Company Stock Unit
Subaccount, if any, prior to the date the Accounts were otherwise to be
distributed in the event of an Unforeseeable Emergency, subject to the following
restrictions: 

         
(a) the
election to take a distribution due to an Unforeseeable Emergency shall be made
by requesting such a distribution in writing to the Committee, including the
amount requested and a description of the need for the distribution; 

         
(b) the
Committee shall make a determination, in its sole discretion, that the requested
distribution is on account of an Unforeseeable Emergency; and 

         
(c) the
Unforeseeable Emergency cannot be relieved (i) through reimbursement or
compensation by insurance or otherwise, (ii) by liquidation of the Participant’s
assets, to the extent the liquidation of assets would not itself cause severe
financial hardship, or (iii) by cessation of deferrals under this Plan.


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          The amount
determined by the Committee as distributable due to an Unforeseeable Emergency
shall be paid within 30 days after the request for the distribution is approved
by the Committee. The value of the Participant’s Account shall be determined as
of the date on which the distribution request was made. 

     6.4 Valuation
Date. In the event that any valuation date
contemplated by Section 6.1 or Section 6.2 is not a business day, then the
valuation date shall be the immediately preceding business day. 

    
6.5 PBRS
Awards. All distributions from the Company
Stock Unit Subaccount attributable to deferrals of PBRS Awards (but not Dividend
Equivalents or earnings and losses attributable to such Dividend Equivalents)
shall be made in the form of one share of Company Common Stock for each Company
stock unit therein. All shares of Company Common Stock ultimately distributed in
respect of Company stock units under the Company Stock Unit Subaccount will be
issued under the 2008 Omnibus Award Plan (or any successor plan).

ARTICLE VII
ADMINISTRATION 

    
7.1 Committee. A Committee shall be
appointed by, and serve at the pleasure of, the Compensation Committee. The
number of members comprising the Committee shall be determined by the
Compensation Committee, which may from time to time vary the number of members.
A member of the Committee may resign by delivering a written notice of
resignation to the Compensation Committee. The Compensation Committee or the
Board may remove any member, with or without cause, by delivering a copy of its
resolution of removal to such member. 

    
7.2 Committee Action. The Committee shall
act at meetings by affirmative vote of a majority of the members of the
Committee. Any action permitted to be taken at a meeting may be taken without a
meeting if, prior to such action, a written consent to the action is signed by a
majority of members of the Committee and such written consent is filed with the
minutes of the proceedings of the Committee. A member of the Committee shall not
vote or act upon any matter which relates solely to himself or herself as a
Participant. Any member of the Committee may execute any certificate or other
written direction on behalf of the Committee. 

    
7.3 Powers of the Committee. The
Committee, on behalf of the Participants and their Beneficiaries, shall enforce
the Plan in accordance with its terms, shall be charged with the general
administration of the Plan, and shall have all powers necessary to accomplish
its purposes, including, but not limited to, the following: 

          (a) to
select the Funds; 

          (b) to
construe and interpret the terms and provisions of this Plan; 

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          (c) to compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries; 

          (d) to
maintain all records that may be necessary for the administration of the Plan;


          (e) to
provide for the disclosure of all information and the filing or provision of all
reports and statements to Participants, Beneficiaries or governmental agencies
as shall be required by law; 

          (f) to make
and publish such rules for the regulation of the Plan and procedures for the
administration of the Plan as are not inconsistent with the terms hereof;


          (g) to
appoint a Plan Administrator, or any other agent, and to delegate to them such
powers and duties in connection with the administration of the Plan as the
Committee may from time to time prescribe; and 

          (h) to take
all actions necessary for the administration of the Plan. 

    
7.4 Construction and Interpretation. The
Committee shall have full discretion to construe and interpret the terms and
provisions of this Plan, which interpretations or construction shall be final
and binding on all parties, including but not limited to the Company and any
Participant or Beneficiary. 

    
7.5 Compensation, Expenses and Indemnity.


         
(a) The
members of the Committee shall serve without compensation for their services
hereunder. 

         
(b) The
Committee is authorized at the expense of the Company to employ such legal
counsel as it may deem advisable to assist in the performance of its duties
hereunder. Expenses and fees in connection with the administration of the Plan
shall be paid by the Company. 

ARTICLE VIII
MISCELLANEOUS 

    
8.1 Unsecured General Creditor.
Participants and their Beneficiaries, heirs, successors, and assigns shall have
no legal or equitable rights, claims, or interest in any specific property or
assets of the Company. No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company’s assets shall be, and remain, the general
unpledged, unrestricted assets of the Company. The Company’s obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title I of ERISA. 

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     8.2 Restriction Against
Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or corporation. No part of a Participant’s Accounts shall be
liable for the debts, contracts, or engagements of any Participant, his or her
Beneficiary, or successors in interest, nor shall a Participant’s Accounts be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or
payments hereunder in any manner whatsoever. 

    
8.3 Withholding. There shall be deducted
from each payment made under the Plan or any other compensation payable to the
Participant (or Beneficiary) all taxes which are required to be withheld by the
Company in respect to such payment or this Plan. The Company shall have the
right to reduce any payment (or compensation), or the amount credited to a
Participant’s Account, by the amount of cash (or equivalent value of Company
stock units, as applicable, as determined by the Committee) sufficient to
provide the amount of said taxes. 

    
8.4 Amendment, Modification, Suspension or Termination. The Compensation Committee
may amend, modify, suspend or terminate the Plan in whole or in part, except
that no amendment, modification, suspension or termination shall have any
retroactive effect to reduce any amounts allocated to a Participant’s Accounts.
The Committee may also amend the Plan, provided that the Committee may only
adopt amendments that (i) do not have a negative material financial impact on
the Company; or (ii) are required by tax or legal statutes, regulations or
pronouncements. 

    
8.5 Governing Law. Except to extent
preempted by Federal law, this Plan shall be governed by and construed in
accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware, without giving
effect to the conflict of laws provisions thereof. 

    
8.6 Receipt or Release. Any payment to a
Participant or the Participant’s Beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Committee and the Company. The Committee may require such
Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. 

    
8.7 Limitation of Rights and Employment Relationship. Neither the establishment of the Plan nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant, or Beneficiary or
other person any legal or equitable right against the Company except as provided
in the Plan; and in no event shall the terms of employment of any Employee or
Participant be modified or in any way be affected by the provisions of the Plan.


    
8.8 Headings. Headings and subheadings in
this Plan are inserted for convenience of reference only and are not to be
considered in the construction of the provisions hereof. 

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     8.9 Section
409A. All provisions of the Plan shall be
construed and interpreted in a manner consistent with the requirements for
avoiding taxes or penalties under Section 409A of the Code (“Section 409A”). If the
Committee determines that any amounts payable hereunder may be taxable to a
Participant under Section 409A, the Company may (i) adopt such amendments to the
Plan and appropriate policies and procedures, including amendments and policies
with retroactive effect, that the Committee determines necessary or appropriate
to preserve the intended tax treatment of the benefits provided by the Plan
and/or (ii) take such other actions as the Committee determines necessary or
appropriate to avoid or limit the imposition of an additional tax under Section
409A; provided, that the Company shall have no liability to a Participant or
Beneficiary with respect to the tax imposed by Section 409A. 

          As evidence
of the amendment and restatement of this Plan, effective July 1, 2012, by
Automatic Data Processing, Inc., this document is signed by a duly authorized
officer. 

		AUTOMATIC DATA PROCESSING,
      INC.
			 
			 
	 	By:  	/s/ Michael A. Bonarti
			Name: Michael A. Bonarti
			Title: Vice President, General Counsel
			and Secretary



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