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                                                                   EXHIBIT 10.12

                              ADOPTION CERTIFICATE


Attached is a true, correct and complete copy of the Arbitron 401(k) Plan as
adopted by Arbitron Inc. effective as of March 31, 2001.

                                                   ARBITRON INC.


Dated:  April 2, 2001                              By  /s/ Dolores L. Cody
                                                       -------------------
                                                       Secretary

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                              ARBITRON 401(K) PLAN










                                       As Adopted Effective as of March 31, 2001

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                              ARBITRON 401(K) PLAN


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
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                                                                                          ----

<S>                                                                                        <C>
ARTICLE 1. DESCRIPTION AND PURPOSE...........................................................1
      1.1. Plan Name.........................................................................1
      1.2. Plan Description..................................................................1
      1.3. Plan Background...................................................................1

ARTICLE 2. ELIGIBILITY.......................................................................2
      2.1. Entry.............................................................................2
      2.2. Transfer Among Participating Employers............................................2
      2.3. Multiple Employment...............................................................2
      2.4. Reentry...........................................................................2
      2.5. Condition of Participation........................................................2
      2.6. Termination of Participation......................................................2

ARTICLE 3. CONTRIBUTIONS.....................................................................4
      3.1. 401(k) Contributions..............................................................4
      3.2. Matching Contributions............................................................5
      3.3. Rollovers.........................................................................7
      3.4. Corrective Contributions..........................................................8

ARTICLE 4. ACCOUNTS AND VALUATION............................................................9
      4.1. Establishment of Accounts.........................................................9
      4.2. Valuation and Account Adjustment.................................................10
      4.3. Allocations Do Not Create Rights.................................................10

ARTICLE 5. PARTICIPANT INVESTMENT DIRECTION.................................................11
      5.1. Establishment of Investment Funds................................................11
      5.2. Contribution Investment Directions...............................................12
      5.3. Transfer Among Investment Funds..................................................12
      5.4. Company Stock Fund Rules.........................................................12
      5.5. Ceridian Stock Fund Rules........................................................14
      5.6. Investment Direction Responsibility Resides With Participants....................15
      5.7. Beneficiaries and Alternate Payees...............................................15

ARTICLE 6. WITHDRAWALS DURING EMPLOYMENT AND LOANS..........................................16
      6.1. Hardship Withdrawals from 401(k) Contribution Account............................16
      6.2. Withdrawals After Attaining Age 59-1/2...........................................18
      6.3. Withdrawals from Rollover Account................................................18
      6.4. Rules for Withdrawals............................................................18
      6.5. No Other In-Service Withdrawals..................................................19
      6.6. Plan Loans.......................................................................19
</TABLE>


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<TABLE>
<S>                                                                                        <C>
ARTICLE 7. VESTING AND FORFEITURES..........................................................23
      7.1. Vesting..........................................................................23
      7.2. Forfeiture Upon Distribution.....................................................23
      7.3. Other Forfeitures................................................................25
      7.4. Application of Forfeitures.......................................................25

ARTICLE 8. DISTRIBUTIONS AFTER TERMINATION..................................................27
      8.1. Time of Distribution.............................................................27
      8.2. Form of Distribution.............................................................28
      8.3. Beneficiary Designation..........................................................28
      8.4. Assignment, Alienation of Benefits...............................................30
      8.5. Payment in Event of Incapacity...................................................30
      8.6. Payment Satisfies Claims.........................................................30
      8.7. Disposition if Distributee Cannot be Located.....................................30
      8.8. Direct Rollovers and Transfers...................................................31

ARTICLE 9. CONTRIBUTION LIMITATIONS.........................................................32
      9.1. 401(k) Contribution Dollar Limitation............................................32
      9.2. Actual Deferral Percentage Limitations...........................................32
      9.3. Actual Contribution Percentage Limitations.......................................35
      9.4. Multiple Use Limitation..........................................................37
      9.5. Earnings or Losses on Excess Contributions.......................................39
      9.6. Annual Additions Limitation......................................................39
      9.7. Administrator's Discretion.......................................................41

ARTICLE 10. ADOPTION, AMENDMENT AND TERMINATION.............................................42
      10.1.Adoption by Affiliated Organizations.............................................42
      10.2.Authority to Amend and Procedure.................................................42
      10.3.Authority to Terminate and Procedure.............................................43
      10.4.Vesting Upon Termination, Partial Termination or Discontinuance of
           Contributions....................................................................43
      10.5.Distribution Following Termination, Partial Termination or
           Discontinuance of Contributions..................................................43

ARTICLE 11. PLAN ADMINISTRATION.............................................................44
      11.1.Retirement Committee.............................................................44
      11.2.Operation of Committee...........................................................44
      11.3.Duties of Administrator..........................................................45
      11.4.Delegation.......................................................................45
      11.5.Reports and Records..............................................................46
      11.6.Compensation.....................................................................46
      11.7.Professional Assistance..........................................................46
      11.8.Payment Of Administrative Costs..................................................46
      11.9 Indemnification..................................................................46
      11.10Claims Procedure.................................................................47
      11.11Limitations on Certain Actions...................................................47
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                        <C>
      11.12Correction of Errors.............................................................48
      11.13Standards for Elections, Directions and Similar Actions..........................48

ARTICLE 12. MISCELLANEOUS...................................................................49
      12.1.Merger, Consolidation, Transfer of Assets........................................49
      12.2.Limited Reversion of Fund........................................................49
      12.3.Top-Heavy Provisions.............................................................49
      12.4.No Employment Rights Created.....................................................53
      12.5.Special Provisions...............................................................53
      12.6.Qualified Military Service.......................................................53
      12.7.Short Plan Years.................................................................55

ARTICLE 13. DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS...................................56
      13.1.Definitions......................................................................56
      13.2.Construction and Interpretations.................................................64

EXHIBIT A..................................................................................A-1
</TABLE>


                                      iii
<PAGE>   6



                              ARBITRON 401(K) PLAN


                                   ARTICLE 1

                             DESCRIPTION AND PURPOSE

1.1.    PLAN NAME.  The name of the Plan is the "Arbitron 401(k) Plan."

1.2.    PLAN DESCRIPTION. The Plan is a profit sharing plan providing for 401(k)
        Contributions pursuant to a qualified cash or deferred arrangement and
        Matching Contributions. The Plan is intended to qualify under Code
        section 401(a) and to satisfy the requirements of Code sections 401(k)
        and 401(m). Although the Plan is a profit sharing plan, a Participating
        Employer may make contributions to the Plan even though it has no
        current or accumulated earnings or profits.

1.3.    PLAN BACKGROUND.

        (a)     The Company, formerly known as Ceridian Corporation, previously
                maintained the Ceridian 401(k) Plans. Prior to the spin-off by
                the Company of all of the outstanding stock of New Ceridian
                Corporation, a Delaware corporation and wholly owned subsidiary
                of the Company (the "New Ceridian Spin-off"), the Company
                transferred sponsorship of the Ceridian 401(k) Plans to New
                Ceridian Corporation. Following the New Ceridian Spin-off, the
                Company was renamed Arbitron Inc. and New Ceridian Corporation
                was renamed Ceridian Corporation.

        (b)     The Company established the Plan effective as of March 31, 2001
                and assets and liabilities under the Ceridian 401(k) Plans
                attributable to participants in the Ceridian 401(k) Plans who
                were Employees at the effective time of the New Ceridian
                Spin-off, and to certain participants in the Ceridian 401(k)
                Plans who had terminated employment prior to the effective time
                of the New Ceridian Spin-off, were transferred to Trust as of
                the Transfer Date. With respect to the participants in the
                Ceridian 401(k) Plans whose account balances were transferred to
                the Plan, the Plan is a successor to the Ceridian 401(k) Plans.



                                       1
<PAGE>   7




                                   ARTICLE 2

                                   ELIGIBILITY

2.1.    ENTRY.

        (a)     An Employee will become a Participant on the first day on or
                after the Effective Date on which he or she completes an Hour of
                Service as a Qualified Employee.

        (b)     Notwithstanding Subsection (a), in conjunction with an
                acquisition, the Administrator may specify an entry date that is
                later than the date specified in Subsection (a) but such date
                may not be later than the first anniversary of the acquisition
                date and the later entry date must be applicable to all
                individuals who became Employees in connection with the
                acquisition.

        (c)     An individual who, on March 31, 2001, is a former Employer or an
                Employee who is not a Qualified Employee and whose account under
                the Ceridian 401(k) Plan is transferred to the Plan in
                connection with the New Ceridian Spin-off will become a
                Participant on the effective date of the transfer, unless he or
                she becomes a Participant before then pursuant to Subsection
                (a).

2.2.    TRANSFER AMONG PARTICIPATING EMPLOYERS. A Participant who transfers from
        one Participating Employer to another Participating Employer as a
        Qualified Employee will participate in the Plan for the Plan Year during
        which the transfer occurs on the basis of his or her separate Eligible
        Earnings for the Plan Year from each Participating Employer.

2.3.    MULTIPLE EMPLOYMENT. A Participant who is simultaneously employed as a
        Qualified Employee with more than one Participating Employer will
        participate in the Plan as a Qualified Employee of all of his or her
        Participating Employers on the basis of his or her separate Eligible
        Earnings from each Participating Employer.

2.4.    REENTRY. An Active Participant who ceases to be a Qualified Employee
        will resume active participation in the Plan on the first following day
        on which he or she completes an Hour of Service as a Qualified Employee.

2.5.    CONDITION OF PARTICIPATION. Each Qualified Employee, as a condition of
        participation, is bound by all of the terms and conditions of the Plan
        and must furnish to the Administrator such pertinent information and
        execute such instruments as the Administrator may require.

2.6.    TERMINATION OF PARTICIPATION. A Participant will cease to be a
        Participant as of the later of the date on which:

        (a)     he or she ceases to be a Qualified Employee; or



                                       2
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        (b)     all benefits, if any, to which he or she is entitled under the
                Plan have been forfeited or distributed.



                                       3
<PAGE>   9


                                   ARTICLE 3

                                  CONTRIBUTIONS

3.1.    401(k) CONTRIBUTIONS.

        (a)     Subject to the limitations described in Article 9, for each Plan
                Year an Active Participant's Participating Employer will make
                401(k) Contributions on behalf of the Participant in the amount
                by which the Participant's Eligible Earnings from the
                Participating Employer for the Plan Year have been reduced in
                accordance with the succeeding provisions of this section.
                401(k) Contributions will be paid to the Trustee as soon as
                administratively practicable after the date on which the Active
                Participant would have received the Eligible Earnings but for
                his or her election pursuant to this section but in no case
                later than the fifteenth business day of the month following the
                month during which the Participant would have received the
                Eligible Earnings but for his or her election pursuant to this
                section.

        (b)     Except as provided in Subsection (c), a Participant's Eligible
                Earnings will be reduced in accordance with the rules in this
                subsection. A reference in this section to an election to make
                401(k) Contributions means that the Participant has elected to
                have his or her Eligible Earnings reduced in consideration of
                the Participating Employer's obligation to make 401(k)
                Contributions in the same amount on the Participant's behalf.

                (i)     An Active Participant may elect to make 401(k)
                        Contributions in any one percent increment from one
                        percent to a maximum percentage specified in Plan Rules
                        and the elected percentage will automatically apply to
                        the Active Participant's Eligible Earnings as adjusted
                        from time to time. Plan Rules may specify a maximum
                        percentage for Active Participants who are Highly
                        Compensated Employees that is less than the maximum
                        percentage specified for Active Participants who are not
                        Highly Compensated Employees. No 401(k) Contributions
                        will be made on behalf of a Participant with respect to
                        a period during which he or she is not an Active
                        Participant.

                (ii)    An Active Participant's election to commence 401(k)
                        Contributions pursuant to clause (i) will become
                        effective at the time and manner specified in Plan Rules
                        after the Administrator receives a complete and accurate
                        election.

                (iii)   An Active Participant may elect to change the percentage
                        rate of his or her 401(k) Contributions. The election
                        will become effective at the time and manner specified
                        in Plan Rules after the Administrator receives a
                        complete and accurate election of such change.



                                       4
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                (iv)    401(k) Contributions for an Active Participant who makes
                        a hardship withdrawal under Section 6.1 will be
                        automatically suspended for the 12-month period
                        beginning on the date of the withdrawal distribution.
                        Following the suspension period the Active Participant
                        may again elect 401(k) Contributions in accordance with
                        clause (iii).

        (c)     Elections pursuant to this section and Eligible Earnings
                reductions must be made in accordance with and are subject to
                Plan Rules. Only Eligible Earnings payable after an Active
                Participant's complete and accurate election has been received
                and become effective will be reduced pursuant to the election.
                If any election is not processed on a timely basis, or if, for
                any reason, an Active Participant's Eligible Earnings are not
                reduced in accordance with the Participant's election, no
                retroactive adjustments will be made to take into account the
                effect of any such delay or failure. Plan Rules, however, may
                permit an Active Participant to elect to make 401(k)
                Contributions from his or her Eligible Earnings payable during
                any remaining portion of the Plan Year during which the delay or
                failure occurred at more than the otherwise applicable maximum
                percentage to adjust for the effect of the delay or failure so
                long as the total reductions for the Plan Year do not exceed the
                applicable maximum percentage or the limitations described in
                Article 9.

3.2.    MATCHING CONTRIBUTIONS.

        (a)     Subject to Subsection (d) and the limitations described in
                Article 9, the Participating Employer of an Active Participant
                other than an SBC Participant will make a Basic Matching
                Contribution on behalf of the Participant for a given calendar
                month in an amount, if any, equal to a specified percentage of
                the "applicable portion," as defined in Subsection (e), of the
                Participant's 401(k) Contributions for the month, such
                percentage with respect to all months during a Plan Year to be
                specified by the Participating Employer. Subject to Subsection
                (d) and the limitations described in Article 9, if, as of the
                end of any month during a Plan Year, the aggregate amount of
                Basic Matching Contributions made on behalf of an Active
                Participant is less than the specified percentage of the
                applicable portion of the Participant's 401(k) Contributions for
                the portion of the Plan Year through the end of such month, the
                Participating Employer will make an additional Basic Matching
                Contribution on behalf of the Active Participant in an amount
                equal to the difference. An SBC Participant is not eligible to
                share in Basic Matching Contributions.

        (b)     Subject to Subsection (d) and the limitations described in
                Article 9, the Participating Employer of an eligible Active
                Participant other than an SBC Participant will make a
                Performance-Based Matching Contribution on behalf of the
                Participant in an amount, if any, equal to a specified
                percentage of the "applicable portion," as defined in Subsection
                (e), of the Participant's 401(k) Contributions for the Plan
                Year, such percentage to be specified by the Participating
                Employer. (In the case of a Participant whose Accounts were
                transferred from a Ceridian 401(k) Plan to the Plan as of the
                Transfer Date as



                                       5
<PAGE>   11

                described in Section 1.3(b), the Participant's pre-tax
                contributions to the Ceridian 401(k) Plan for the period from
                January 1, 2001 through March 30, 2001 will be treated as 401(k)
                Contributions to the Plan for the purpose of the
                Performance-Based Matching Contribution, if any, to the Plan for
                the 2001 Plan Year.) To be eligible to share in a
                Performance-Based Matching Contribution for a given Plan Year,
                an Active Participant must have either been:

                (i)     Actively employed with an Affiliated Organization on the
                        last day of the Plan Year; or

                (ii)    On a leave of absence on the last day of the Plan Year
                        due to

                        (1)     military or jury service which is required by
                                applicable law to be treated as an authorized
                                leave, or any other absence required by
                                applicable law or contractual undertaking to be
                                treated as an authorized leave,

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

                        (3)     any other leave of absence authorized by an
                                Affiliated Organization, which is granted under
                                rules applied uniformly to all Employees or

                        (4)     a layoff, but only to the extent it does not
                                exceed six months' duration.

                An SBC Participant is not eligible to share in Performance-Based
                Matching Contributions.

        (c)     A Participating Employer's Matching Contributions for a Plan
                Year will be paid to the Trustee on such date or dates during or
                following such Plan Year as the Participating Employer may elect
                but in no case more than 12 months after the end of the Plan
                Year.

        (d)     No Matching Contribution will be made with respect to any
                portion of a Participant's 401(k) Contributions returned to the
                Participant pursuant to Article 9. For this purpose, 401(k)
                Contributions with respect to which no Matching Contributions
                are made for a Plan Year will be deemed to be the first such
                contributions returned to the Participant. If the Administrator
                determines that Matching Contributions that have been added to a
                Participant's Account should not have been added by reason of
                this subsection, the contributions, increased by Fund earnings
                or decreased by Fund losses attributable to the contributions,
                as determined under Section 9.5, will be subtracted from the
                Account as soon as administratively practicable after the
                determination is made and will be applied to satisfy the
                contribution obligations of the Participating Employer that made
                the excess contributions for the Plan Year for which the



                                       6
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                excess contributions were made. If, because of the passage of
                time, the excess cannot be applied in this way, the excess will
                be allocated, in the discretion of the Administrator:

                (i)     among the Basic Matching Accounts or Performance-Based
                        Matching Accounts, as determined by the Administrator,
                        of all Participants who made 401(k) Contributions for
                        the Plan Year as Qualified Employees of the
                        Participating Employer in proportion to such 401(k)
                        Contributions up to the "applicable portion," as defined
                        in Subsection (e), of the Participant's 401(k)
                        Contributions for the Plan Year; or

                (ii)    as a corrective contribution pursuant to Section 3.4.

        (e)     The "applicable portion" with respect to a Participant is:

                (i)     the portion of the Participant's 401(k) Contributions
                        for the period in question which does not exceed three
                        percent of his or her Eligible Earnings for the period
                        in the case of a Participant who is a participant in the
                        Arbitron Retirement Plan; or

                (ii)    the portion of the Participant's 401(k) Contributions
                        for the period in question which does not exceed six
                        percent of his or her Eligible Earnings for the period
                        in the case of a Participant who is not a participant in
                        the Arbitron Retirement Plan.

        (f)     Notwithstanding any other provision of this section to the
                contrary, a Participant covered by a collective bargaining
                agreement between his or her bargaining representative and a
                Participating Employer is eligible for Matching Contributions
                only if and to the extent provided in the collective bargaining
                agreement.

3.3.    ROLLOVERS.

        (a)     With the prior consent of the Administrator, an Active
                Participant may contribute to the Trust, in a direct rollover
                pursuant to Code section 401(a)(31) or within 60 days of
                receipt:

                (i)     an amount paid or distributed out of an individual
                        retirement account to which the only contributions have
                        been one or more Eligible Rollover Distributions; or

                (ii)    an Eligible Rollover Distribution from such a qualified
                        plan.

        (b)     Any contribution to the Trust pursuant to this section must be
                made in cash and will be added to the Participant's Rollover
                Account.



                                       7
<PAGE>   13

3.4.    CORRECTIVE CONTRIBUTIONS.

        (a)     For any Plan Year, a Participating Employer may, but is not
                required to, contribute to the Basic Matching Accounts of Active
                Participants who are not Highly Compensated Employees, or any
                group of such Participants identified by the Administrator, such
                amounts as the Participating Employer deems advisable to assist
                the Plan in satisfying the requirements of Section 9.2, 9.3 or
                9.4, or any other requirement under the Code or Treasury
                Regulations, for the Plan Year.

        (b)     Contributions pursuant to this section will be allocated in
                accordance with one or more of the following clauses, as
                determined by the Administrator.

                (i)     Contributions pursuant to this section which are
                        allocated pursuant to this clause (i) will be allocated
                        among the Basic Matching Accounts of the Participants
                        eligible to share in the allocation who made 401(k)
                        Contributions for the Plan Year in proportion to such
                        401(k) Contributions up to the "applicable portion," as
                        defined in Section 3.2(e), of the Participant's 401(k)
                        Contributions for the Plan Year.

                (ii)    Contributions pursuant to this section which are
                        allocated pursuant to this clause (ii) will be allocated
                        among the Basic Matching Accounts of Participants
                        eligible to share in the allocation who made 401(k)
                        Contributions for the Plan Year by starting with the
                        eligible Participant with the lowest Eligible Earnings
                        for the Plan Year and allocating to that Participant the
                        maximum amount permitted by Section 9.6 and continuing
                        successively with the eligible Participants with the
                        next lowest Eligible Earnings for the Plan Year until
                        the amount to be allocated pursuant to this clause (ii)
                        has been fully allocated.

                (iii)   Contributions pursuant to this section which are
                        allocated pursuant to this clause (iii) will be
                        allocated among the Basic Matching Accounts of the
                        Participants eligible to share in the allocation who
                        made 401(k) Contributions for the Plan Year on a per
                        capita basis.



                                       8
<PAGE>   14




                                   ARTICLE 4

                             ACCOUNTS AND VALUATION

4.1.    ESTABLISHMENT OF ACCOUNTS.

        (a)     For each Participant, the following Accounts will be established
                and maintained:

                (i)     A 401(k) Contribution Account, to which there will be
                        added any 401(k) Contributions made on the Participant's
                        behalf;

                (ii)    A Basic Matching Account, to which there will be added
                        any Basic Matching Contributions made on the
                        Participant's behalf;

                (iii)   A Performance-Based Matching Account, to which there
                        will be added any Performance-Based Matching
                        Contributions made on the Participant's behalf; and

                (iv)    A Rollover Account, to which there will be added any
                        rollover contribution made by the Participant pursuant
                        to Section 3.3.

        (b)     In connection with the transfer of assets and liabilities from
                the Ceridian 401(k) Plans to the Plan as described in Section
                1.3(b), a Participant's accounts under a Ceridian 401(k) Plan as
                of the Transfer Date will, on or as soon as administratively
                practicable after the Transfer Date, be added to his or her
                Accounts under the Plan as follows:

                (i)     his or her "pre-tax contribution account" balance will
                        be added to his or her 401(k) Contribution Account;

                (ii)    his or her "basic matching account" balance will be
                        added to his or her Basic Matching Account;

                (iii)   his or her "performance-based matching account" balance
                        will be added to his or her Performance-Based Matching
                        Account; and

                (iv)    his or her "general rollover account" balance will be
                        added to his or her Rollover Account.

        (c)     One or more additional accounts may be established and
                maintained for any Participant or group of similarly situated
                Participants in connection with the merger of another plan into
                the Plan, in which case provisions of the Plan applicable solely
                to such accounts will be set forth on an exhibit to the Plan in
                accordance with Section 12.5.



                                       9
<PAGE>   15

4.2.    VALUATION AND ACCOUNT ADJUSTMENT.

        (a)     Subject to Subsection (b), at such intervals as specified in
                Plan Rules, but at least annually, each Participant's Accounts
                within each investment fund established pursuant to Section 5.1
                will be adjusted, in a manner determined by the Administrator to
                be uniform and equitable with respect to the Accounts being
                adjusted at the time in question, for income, expense, gains and
                losses of the investment fund, as well as contributions,
                withdrawals, loans, loan repayments, satisfaction of unpaid
                indebtedness in accordance with Section 6.6(d), distributions
                and other activity, since the last prior adjustment.

        (b)     The portion of a Participant's Accounts invested in Company
                Stock, Ceridian Stock or publicly traded mutual funds will be
                accounted for in a uniform and equitable manner on the basis of
                the number of full and fractional Company Stock, Ceridian Stock
                or mutual fund shares credited to the Accounts. Cash dividends
                attributable to shares of Company Stock or publicly traded
                mutual fund shares will be added to Participants' Accounts on or
                as soon as administratively practicable after the date of
                payment of such dividends and will be reinvested, to the extent
                practicable, in full and fractional shares of Company Stock or
                mutual fund shares, as the case may be, as soon as
                administratively practicable after the dividends are received by
                the Trustee. Cash dividends attributable to Ceridian Stock will
                be added to Participants' Accounts on or as soon as
                administratively practicable after the date of payment of such
                dividends and will be invested as soon as administratively
                practicable after the dividends are received by the Trustee in
                accordance with each Participant's most recent investment
                directions with respect to new contributions under the Plan.
                Stock dividends attributable to Company Stock or Ceridian Stock
                will be added to Participants' Accounts in accordance with the
                number of full and fractional shares of Company Stock or
                Ceridian Stock, as the case may be, held in each Participant's
                Account on the date of the payment of such dividends.

4.3.    ALLOCATIONS DO NOT CREATE RIGHTS. The fact that allocations are made and
        credited to the Accounts of a Participant does not vest in the
        Participant any right, title or interest in or to any portion of the
        Fund except at the time or times and upon the terms and conditions
        expressly set forth in the Plan. Notwithstanding any allocation or
        addition to the Account of any Participant, the issuance of any
        statement to the Participant or a Beneficiary of a deceased Participant
        or the distribution of all or a portion of any Account balance, the
        Administrator may direct the Account to be adjusted to the extent
        necessary to correct any error in the Account, whether caused by
        misapplication of any provision of the Plan or otherwise, and may
        recover from the Participant or Beneficiary the amount of any excess
        distribution.



                                       10
<PAGE>   16



                                   ARTICLE 5

                        PARTICIPANT INVESTMENT DIRECTION

5.1.    ESTABLISHMENT OF INVESTMENT FUNDS.

        (a)     In order to allow each Participant to determine the manner in
                which his or her Accounts will be invested, the Trustee will
                maintain, within the Trust, three or more separate investment
                funds of such nature and possessing such characteristics as the
                Committee may specify from time to time. Each Participant's
                Accounts will be invested in the investment funds in the
                proportions directed by the Participant in accordance with the
                procedures set forth in Sections 5.2 and 5.3. The Committee may,
                from time to time, direct the Trustee to establish additional
                investment funds or to terminate any existing investment fund.

        (b)     Notwithstanding any other provision of the Plan to the contrary,
                the Committee may direct the Trustee to suspend Participant
                investment activity (including such activity in connection with
                the withdrawals, loans and distributions) in any or all
                investment funds, or impose special rules or restrictions of
                uniform application, for a period determined by the Committee to
                be necessary in connection with:

                (i)     the establishment or termination of any investment fund;

                (ii)    the receipt by the Trustee from, or transfer by the
                        Trustee to, another trust of account balances in
                        connection with an acquisition or divestiture or
                        otherwise;

                (iii)   a change of Trustee, investment manager or recordkeeper;
                        or

                (iv)    such other circumstances determined by the Committee as
                        making such suspension or special rules or restrictions
                        necessary or appropriate.

                In connection with the transfer of assets and liabilities from
                the Ceridian 401(k) Plans to the Plan as of the Transfer Date,
                no transfers pursuant to Section 5.3 or withdrawals, loans or
                distributions will be permitted from the Effective Date through
                a date specified in Plan Rules.

        (c)     In connection with the transfer of assets and liabilities from
                the Ceridian 401(k) Plans to the Plan as described in Section
                1.3(b):

                (i)     Any promissory note evidencing an outstanding loan to a
                        Participant under a Ceridian 401(k) Plan will be
                        transferred from the applicable Ceridian 401(k) Plan
                        trust to the Trust as the successor to the applicable
                        Ceridian 401(k) Plan trust;



                                       11
<PAGE>   17


                (ii)    Shares of Company Stock or Ceridian Stock credited to a
                        Participant's accounts pursuant to a Ceridian 401(k)
                        Plan will be transferred from the applicable Ceridian
                        401(k) Plan trust to the Trust; and

                (iii)   Shares of any publicly traded mutual fund credited to a
                        Participant's accounts under a Ceridian 401(k) Plan will
                        be transferred from the applicable Ceridian 401(k) Plan
                        trust to the Trust;

                subject, in each case, to a Participant's right to make
                transfers pursuant to Section 5.3 following the end of the
                period during which transfer activity is suspended in connection
                with the transfer of assets and liabilities from the Ceridian
                401(k) Plans to the Plan.

5.2.    CONTRIBUTION INVESTMENT DIRECTIONS.

        (a)     In conjunction with a Participant's enrollment in the Plan,
                contributions (other than rollover contributions) will initially
                be invested in one investment fund designated in Plan Rules.

        (b)     On and after a date specified in Plan Rules following a
                Participant's enrollment in the Plan, a Participant may direct a
                change in the manner in which future contributions credited to
                his or her Accounts will be invested among the investment funds
                maintained pursuant to Section 5.1. Such a direction will become
                effective at the time and manner specified in Plan Rules after
                the Trustee receives a complete and accurate direction.

        (c)     Plan Rules will include procedures pursuant to which
                Participants are provided with the opportunity to obtain written
                confirmation of investment directions made pursuant to this
                section.

5.3.    TRANSFER AMONG INVESTMENT FUNDS.

        (a)     A Participant may direct the transfer of his or her Accounts
                among the investment funds maintained pursuant to Section 5.1.
                Such a direction will become effective at the time and manner
                specified in Plan Rules after the Trustee receives a complete
                and accurate direction.

        (b)     Plan Rules will include procedures pursuant to which
                Participants are provided with the opportunity to obtain written
                confirmation of investment directions made pursuant to this
                section.

        (c)     Plan Rules may impose uniform limitations and restrictions
                applicable to transfers into and out of specific investment
                funds.

5.4.    COMPANY STOCK FUND RULES.

        (a)     The Trustee will establish as one of the investment funds under
                Section 5.1, a fund, designated as the Company Stock Fund, which
                will be invested entirely in


                                       12
<PAGE>   18


                shares of Company Stock except for cash held pending acquisition
                of shares of Company Stock or transfers or cash distributions
                from the Company Stock Fund.

        (b)     Each Participant having an interest in the Company Stock Fund
                will be afforded the opportunity to direct the manner in which
                shares of Company Stock credited to his or her Accounts will be
                voted in connection with all stockholder actions of the Company.
                In the event of a public tender or exchange offer for shares of
                Company Stock, each Participant will be entitled to direct
                whether or not the shares of the Company Stock credited to his
                or her Accounts will be tendered for sale or exchange in
                connection with such offer. A Participant will be a "named
                fiduciary" within the meaning of ERISA section 403(a)(1) for the
                purpose of directing the voting and tendering of Company Stock
                credited to his or her Accounts. Voting and tender decisions
                will be effected in accordance with the following rules.

                (i)     The Administrator will, prior to each meeting of the
                        stockholders of the Company, cause to be furnished to
                        each such Participant a copy of the proxy solicitation
                        materials, together with a form requesting confidential
                        directions on how the shares of Company Stock credited
                        to his or her Accounts will be voted on each matter to
                        be brought before such meeting. The Administrator will
                        use his or her best efforts to ensure that each such
                        Participant receives such information as will be
                        distributed to stockholders of the Company in connection
                        with any public tender or exchange offer for shares of
                        Company Stock and that each receives a form on which
                        confidential directions may be provided to the Trustee.

                (ii)    The Trustee will hold all directions received from
                        Participants pursuant to this section in strict
                        confidence and will not disclose any such direction to
                        any person unless the Trustee determines such disclosure
                        is required to comply with applicable law.

                (iii)   The Trustee will vote the number of full and fractional
                        shares credited to each Participant's Accounts as
                        directed by the Participant if the direction is received
                        in time for the direction to be processed. In the case
                        of a public tender or exchange offer, the Trustee will
                        tender the shares credited to the Participant's Accounts
                        if so directed by the Participant, and will not tender
                        shares credited to the Accounts of a Participant who
                        either directs that such shares not be tendered or does
                        not furnish a timely direction to the Trustee.

                (iv)    The Trustee will vote any Company Stock that has not
                        been credited to any Participant's Account and any
                        Company Stock with respect to which it does not receive
                        timely directions in accordance with the provisions of
                        the Trust Agreement. The Trustee will tender for sale or
                        exchange in a public tender or exchange offer the same
                        proportion of any shares not credited to an Account as
                        it tenders of shares credited to the Accounts of
                        Participants.



                                       13
<PAGE>   19


5.5.    CERIDIAN STOCK FUND RULES.

        (a)     The Trustee will establish as one of the investment funds under
                Section 5.1, a fund, designated as the Ceridian Stock Fund,
                which will be invested entirely in shares of Ceridian Stock
                except for cash held pending transfers or cash distributions
                from the Ceridian Stock Fund.

        (b)     The Ceridian Stock Fund will be terminated as of March 30, 2002
                (unless terminated sooner by the Committee pursuant to Section
                5.1(b)). Any shares of Ceridian Stock remaining in the Ceridian
                Stock Fund on March 30, 2002 will be sold on or as soon as
                administratively practicable after March 30, 2002 and the net
                proceeds of the sale will be transferred to another investment
                fund designated in Plan Rules.

        (c)     Notwithstanding Sections 5.2 and 5.3, no contributions or
                transfers may be made to the Ceridian Stock Fund.

        (d)     Each Participant having an interest in the Ceridian Stock Fund
                will be afforded the opportunity to direct the manner in which
                shares of Ceridian Stock credited to his or her Accounts will be
                voted in connection with all stockholder actions of Ceridian
                Corporation. In the event of a public tender or exchange offer
                for shares of Ceridian Stock, each Participant will be entitled
                to direct whether or not the shares of Ceridian Stock credited
                to his or her Accounts will be tendered for sale or exchange in
                connection with such offer. A Participant will be a "named
                fiduciary" within the meaning of ERISA section 403(a)(1) for the
                purpose of directing the voting and tendering of Ceridian Stock
                credited to his or her Accounts. Voting and tender decisions
                will be effected in accordance with the following rules.

                (i)     The Administrator will, prior to each meeting of the
                        stockholders of Ceridian Corporation, cause to be
                        furnished to each such Participant a copy of the proxy
                        solicitation materials, together with a form requesting
                        confidential directions on how the shares of Ceridian
                        Stock credited to his or her Accounts will be voted on
                        each matter to be brought before such meeting. The
                        Administrator will use his or her best efforts to ensure
                        that each such Participant receives such information as
                        will be distributed to stockholders of Ceridian
                        Corporation in connection with any public tender or
                        exchange offer for shares of Ceridian Stock and that
                        each receives a form on which confidential directions
                        may be provided to the Trustee.

                (ii)    The Trustee will hold all directions received from
                        Participants pursuant to this section in strict
                        confidence and will not disclose any such direction to
                        any person unless the Trustee determines such disclosure
                        is required to comply with applicable law.

                (iii)   The Trustee will vote the number of full and fractional
                        shares credited to each Participant's Accounts as
                        directed by the Participant if the direction


                                       14
<PAGE>   20


                        is received in time for the direction to be processed.
                        In the case of a public tender or exchange offer, the
                        Trustee will tender the shares credited to the
                        Participant's Accounts if so directed by the
                        Participant, and will not tender shares credited to the
                        Accounts of a Participant who either directs that such
                        shares not be tendered or does not furnish a timely
                        direction to the Trustee.

                (iv)    The Trustee will vote any Ceridian Stock that has not
                        been credited to any Participant's Account and any
                        Ceridian Stock with respect to which it does not receive
                        timely directions in accordance with the provisions of
                        the Trust Agreement. The Trustee will tender for sale or
                        exchange in a public tender or exchange offer the same
                        proportion of any shares not credited to an Account as
                        it tenders of shares credited to the Accounts of
                        Participants.

5.6.    INVESTMENT DIRECTION RESPONSIBILITY RESIDES WITH PARTICIPANTS. The Plan
        is intended to constitute a plan described in ERISA section 404(c).
        Accordingly, neither the Committee, the Administrator, the Trustee nor
        the Participating Employers have any authority, discretion,
        responsibility or liability with respect to a Participant's selection of
        the investment funds in which his or her Accounts will be invested, the
        entire authority, discretion and responsibility for, and any results
        attributable to, the selection being that of the Participant.

5.7.    BENEFICIARIES AND ALTERNATE PAYEES. Solely for purposes of this article,
        the term "Participant" includes the Beneficiary of a deceased
        Participant and an alternate payee under a qualified domestic relations
        order within the meaning of Code section 414(p) unless otherwise
        provided in such order, but only after:

        (a)     the Administrator has determined the identity of the Beneficiary
                and the amount of the Account balance to which he or she is
                entitled in the case of a Beneficiary of a deceased Participant;
                or

        (b)     the Administrator has, in accordance with Plan Rules, made a
                final determination that the order is a qualified domestic
                relations order and all rights to contest such determination in
                a court of competent jurisdiction within the time prescribed by
                Plan Rules have expired or been exhausted in the case of an
                alternate payee.



                                       15
<PAGE>   21


                                   ARTICLE 6

                     WITHDRAWALS DURING EMPLOYMENT AND LOANS

6.1.    HARDSHIP WITHDRAWALS FROM 401(k) CONTRIBUTION ACCOUNT.

        (a)     Subject to the provisions of Section 6.4, a Participant who is
                an Employee may make a hardship withdrawal from his or her
                401(k) Contribution Account in accordance with this section. A
                hardship withdrawal will be permitted only if the Administrator
                determines that the withdrawal is made on account of an
                immediate and heavy financial need of the Participant and is
                necessary to satisfy such financial need.

        (b)     A withdrawal will be deemed to be made on account of an
                immediate and heavy financial need only if it is determined by
                the Administrator to be on account of:

                (i)     expenses for medical care, described in Code section
                        213(d), incurred or to be incurred by the Participant,
                        the Participant's spouse or the Participant's dependent
                        (as defined in Code section 152);

                (ii)    costs directly related to the purchase (excluding
                        mortgage payments) of a principal residence of the
                        Participant;

                (iii)   payment of tuition, related educational fees and room
                        and board expenses for the next 12 months of
                        post-secondary education for the Participant or his or
                        her spouse, child or other dependent (as defined in Code
                        section 152); or

                (iv)    payments necessary to prevent the eviction of the
                        Participant from his or her principal residence or
                        foreclosure on the mortgage on the Participant's
                        principal residence.

        (c)     A withdrawal will be deemed to be necessary to satisfy the
                immediate and heavy financial need of the Participant only if
                the Administrator determines that each of the requirements in
                this subsection is satisfied.

                (i)     The distribution is not more than the sum of the amount
                        of the immediate and heavy financial need of the
                        Participant plus an amount to pay any federal, state or
                        local taxes or penalties that the Participant will incur
                        in connection with the distribution or to satisfy
                        withholding obligations in connection with the
                        distribution, as determined by the Administrator in
                        accordance with Plan Rules.

                (ii)    The Participant has received all withdrawals and has
                        taken all nontaxable loans available under the Plan and
                        all other qualified plans maintained by any Affiliated
                        Organization.



                                       16
<PAGE>   22

                (iii)   All 401(k) Contributions and all elective deferrals and
                        after-tax employee contributions by or on behalf of the
                        Participant under any other qualified or nonqualified
                        plan of deferred compensation maintained by any
                        Affiliated Organization are suspended for a period of 12
                        months following the date of the distribution.

                (iv)    For the Participant's taxable year following the taxable
                        year during which he or she received the withdrawal
                        distribution, the amount of elective deferrals under all
                        qualified plans maintained by any Affiliated
                        Organization (including 401(k) Contributions pursuant to
                        the Plan) that may be made on the Participant's behalf
                        under Code section 402(g) is reduced by the amount of
                        such elective deferrals made on the Participant's behalf
                        for the taxable year during which he or she received the
                        distribution.

        (d)     The Administrator's determination of the existence of a
                Participant's financial hardship and the amount that may be
                withdrawn to satisfy the need created by such hardship will be
                made in accordance with Treasury Regulations, and is final and
                binding on the Participant. The Administrator may require the
                Participant to make representations and certifications
                concerning his or her entitlement to a withdrawal pursuant to
                this section and is entitled to rely on such representations and
                certifications unless the Administrator has actual knowledge to
                the contrary. The Administrator is not obligated to supervise or
                otherwise verify that amounts withdrawn are applied in the
                manner specified in the Participant's withdrawal application.

        (e)     The amount of any withdrawal pursuant to this section may not
                exceed:

                (i)     in the case of a Participant whose pre-tax contribution
                        account under a Ceridian 401(k) Plan was transferred to
                        the Plan and credited to his or her 401(k) Contribution
                        Account, the balance of the Participant's pre-tax
                        contribution account under the Ceridian 401(k) Plan as
                        of December 31, 1988, increased by the amount of pre-tax
                        contributions made on the Participant's behalf under the
                        Ceridian 401(k) Plan for the period from January 1, 1989
                        through March 30, 2001 and the amount of 401(k)
                        Contributions made on the Participant's behalf pursuant
                        to the Plan and reduced by the amount of pre-tax
                        contributions distributed to the Participant pursuant to
                        the Ceridian 401(k) Plan for the period from January 1,
                        1989 through March 30, 2001 and the amount of 401(k)
                        Contributions distributed to the Participant pursuant to
                        the Plan; and

                (ii)    in the case of any other Participant, the amount of
                        401(k) Contributions made on the Participant's behalf
                        pursuant to the Plan reduced by the amount of 401(k)
                        Contributions distributed to the Participant pursuant to
                        the Plan.



                                       17
<PAGE>   23

6.2.    WITHDRAWALS AFTER ATTAINING AGE 59-1/2. Subject to the provisions of
        Section 6.4, a Participant who is an Employee and has attained age
        59-1/2 may withdraw all or any part of the vested balance of his or her
        Accounts.

6.3.    WITHDRAWALS FROM ROLLOVER ACCOUNT. Subject to the provisions of Section
        6.4, a Participant who is an Employee may withdraw all or any part of
        the balance of his or her Rollover Account.

6.4.    RULES FOR WITHDRAWALS.

        (a)     Applications for withdrawals must be made in accordance with and
                are subject to Plan Rules.

        (b)     A Participant's withdrawal application must specify the
                investment fund or funds from which the withdrawal distribution
                is to be made and a withdrawal distribution pursuant to Section
                6.2 will be made on a pro rata basis among the Participant's
                Accounts invested in that fund or funds.

        (c)     A withdrawal distribution will be made as soon as
                administratively practicable after the Administrator's
                determination that the Participant is entitled to receive the
                withdrawal distribution.

        (d)     All withdrawal distributions will be made in the form of a
                single payment.

        (e)     To the extent that the Account from which a withdrawal
                distribution is made is invested in the Company Stock Fund
                immediately prior to the distribution, at the Participant's
                election, a withdrawal distribution pursuant to Section 6.2 or
                6.3 (but not a withdrawal distribution pursuant to Section 6.1)
                may be made in whole shares of Company Stock. To the extent that
                the Account from which a withdrawal distribution is made is
                invested in the Ceridian Stock Fund immediately prior to the
                distribution, at the Participant's election, a withdrawal
                distribution pursuant to Section 6.2 or 6.3 (but not a
                withdrawal distribution pursuant to Section 6.1) may be made in
                whole shares of Ceridian Stock. All other withdrawal
                distributions will be made in the form of cash.

        (f)     A Participant may not withdraw the portion of his or her
                Accounts consisting of a note evidencing the unpaid balance of
                any loan made pursuant to the Plan.

        (g)     The provisions of Section 8.8(a) apply to any withdrawal
                distribution that constitutes an Eligible Rollover Distribution.

        (h)     If a Participant who is not a participant in the Arbitron
                Retirement Plan makes a withdrawal pursuant to Section 6.2 from
                his or her Performance-Based Matching Account, and he or she
                does not have a fully vested interest in the Account at the time
                of the withdrawal, his or her vested interest in the Account
                after the withdrawal will be determined in accordance with
                Section 7.3(b).



                                       18
<PAGE>   24

6.5.    NO OTHER IN-SERVICE WITHDRAWALS. Except as otherwise expressly provided
        in the Plan, a Participant may not make withdrawals from his or her
        Basic Matching Account or Performance-Based Matching Account prior to
        his or her termination of employment.

6.6.    PLAN LOANS.

        (a)     Each Participant or Beneficiary of a deceased Participant who is
                an Employee or is otherwise a "party in interest" within the
                meaning of ERISA, may borrow funds from his or her 401(k)
                Contribution Account and Rollover Account by submitting to the
                Administrator or the Administrator's designate a complete and
                accurate loan application, in accordance with and subject to
                Plan Rules, subject to the succeeding provisions of this
                section.

                (i)     The amount of the loan may not cause the aggregate
                        amount of outstanding loans to the borrower from the
                        Plan to exceed the lesser of:

                        (1)     $50,000, reduced by the excess (if any) of (A)
                                the highest outstanding balance of all loans to
                                the borrower from the Plan and all other
                                qualified plans maintained by any Affiliated
                                Organization during the 12-month period ending
                                on the day before the date of the loan over (B)
                                the outstanding balance of such loans on the
                                date of the loan; and

                        (2)     50 percent of the aggregate balance of the
                                borrower's 401(k) Contribution Account and
                                Rollover Account as of the date on which the
                                loan is made.

                (ii)    No individual loan will be made in an amount less than
                        $1000 and each loan must be in a multiple of $100.

                (iii)   No borrower may have outstanding at any time more than
                        two loans with a maturity of five years or less and one
                        loan with a maturity of more than five years.

                (iv)    A Borrower may not submit more than one loan application
                        during any 30-day period.

                (v)     No loan will be made to a Beneficiary prior to the
                        Administrator's determination of the identity of an
                        amount distributable to the Beneficiary.

                (vi)    Loans will be charged first against a borrower's 401(k)
                        Contribution Account until the balance of the 401(k)
                        Contribution Account has been exhausted, and then
                        against the borrower's Rollover Account. Any loan
                        application fee charged by the Trustee or another third
                        party will be charged against the borrower's Accounts in
                        the same order.



                                       19
<PAGE>   25

                (vii)   Loan proceeds and any loan application fee will be
                        obtained on a pro rata basis from the investment fund or
                        funds in which the borrower's Accounts are then
                        invested.

        (b)     Each loan will bear interest on the unpaid principal balance at
                a rate specified by the Administrator. The Administrator will
                specify a reasonable rate of interest to be effective with
                respect to loans made during the periods beginning on the dates
                specified in Plan Rules, but at least each January 1 and July 1,
                and the rate in effect when a loan is made will remain in effect
                for the term of the loan except as otherwise provided in the
                promissory note and security agreement. Interest will accrue
                from the date on which the first payment is due.

        (c)     The borrower must execute a promissory note and security
                agreement provided by the Administrator, which:

                (i)     Create in the Trust a valid first lien against the
                        borrower's entire right, title and interest in and to
                        his or her Accounts equal to the initial amount borrowed
                        plus accrued interest thereon;

                (ii)    Provide for a maturity date not to exceed five years
                        from the date of the note unless the borrower certifies
                        to the Administrator that the proceeds of the loan will
                        be used to acquire a principal residence of the borrower
                        within a reasonable time after the date of the loan, in
                        which case the maturity date may not exceed 10 years
                        from the date of the note; and

                (iii)   Provide for payments of principal and interest in equal
                        installments of such frequency, not less frequently than
                        quarterly, in such minimum amounts and for such maximum
                        period as Plan Rules prescribe.

        (d)     Upon the occurrence of any "event of default," the unpaid
                balance of any Plan loan will be accelerated. Unless the
                borrower repays the full amount of the outstanding balance of
                the loan, the outstanding balance will be satisfied from any
                distribution then due and from the vested balance of the
                borrower's Accounts that could then be distributed to the
                borrower or his or her Beneficiary, with a corresponding
                reduction in the Account balance. The date on which repayment of
                any remaining part of such unpaid balance is due will be
                extended until the first date on which the borrower or his or
                her Beneficiary could receive a distribution from the Plan, on
                which date the unpaid indebtedness will be satisfied in full and
                the Account will be reduced by the amount of the unpaid
                indebtedness. An event of default with respect to a borrower is:
                (1) the death of the borrower; (2) the borrower's failure to
                make any payment when it is due (other than as provided in
                Subsection (e) and taking into account any grace period
                specified in the promissory note executed by the borrower or in
                Plan Rules); (3) the borrower's termination of employment; (4)
                the borrower's ceasing to be an Employee (including in
                connection with the transfer of the borrower's employment to the
                purchaser of any of the assets of an Affiliated Organization or
                continued



                                       20
<PAGE>   26

                employment with an organization after it ceases to be an
                Affiliated Organization); or (5) termination of the Plan.

        (e)     An Employee borrower on unpaid leave of absence or layoff must
                continue making loan payments in accordance with his or her
                original loan payment schedule except as provided in this
                subsection.

                (i)     If a borrower fails to make a scheduled payment during a
                        temporary (i.e., 12 months or less) unpaid leave of
                        absence or layoff: (1) interest will continue to accrue;
                        (2) the borrower must repay the missed payments (and
                        accrued interest) in one lump sum payment within 30 days
                        after he or she resumes paid employment; and (3) payroll
                        deductions will resume immediately upon the borrower's
                        return to paid employment. If the borrower does not
                        repay the missed payments (and accrued interest) by the
                        end of the 30-day period, the loan payment schedule will
                        be recalculated based on all unpaid principal and
                        accrued interest as of the first day following the
                        30-day period and payroll deductions will be adjusted to
                        reflect the payments owed under the recalculated loan
                        payment schedule.

                (ii)    If a borrower remains on unpaid leave of absence or
                        layoff on the first anniversary of the leave or layoff,
                        the borrower's loan payment schedule will be
                        recalculated and the borrower must immediately begin
                        making monthly payments by check.

                (iii)   Any payment schedule that is recalculated pursuant to
                        clause (i) or clause (ii) will be recalculated using the
                        original interest rate and the period remaining in the
                        original term of the loan.

        (f)     The Administrator will establish a means pursuant to which a
                borrower who is an Employee must make loan repayments by payroll
                deduction and any other borrower must make loan repayments by
                periodic remittals to the Administrator or the Administrator's
                designate. A borrower who is an Employee must execute an
                appropriate document under which all Affiliated Organizations
                are authorized to deduct from the borrower's pay the amount of
                payments due under the terms of any loan.

        (g)     Before making any loan, the Administrator will deliver to the
                borrower a clear statement of the charges involved in the
                proposed loan transaction. The statement will include the dollar
                amount of the loan, the annual rate of the finance charge and
                the aggregate amount of the finance charge to the date of
                maturity.

        (h)     Each loan will be a loan by the Trust, but for Trust accounting
                purposes the loan will be deemed made from the borrower's
                Accounts against which the loan is charged, and the note
                executed by the borrower will be deemed to be an asset of those
                Accounts. When a loan is made, the borrower's Accounts and any
                investment fund from which the loan proceeds are obtained will
                be reduced by an amount equal to the principal balance of the
                loan and a Loan Account will be



                                       21
<PAGE>   27

                established for the borrower with an initial balance equal to
                the principal amount of the loan. The Loan Account will be
                excluded for purposes of determining and allocating the net
                earnings (or losses) of the Trust pursuant to Section 4.2. A
                borrower's loan payments will be credited to the Accounts from
                which the loan proceeds were obtained in reverse of the order in
                which the loan was taken from the Accounts until the amount
                borrowed from the Accounts has been fully replaced by principal
                repayments. The Loan Account will be reduced by the amount of
                any principal payment on the loan. Repayments of loan principal
                and payments of interest will be invested as soon as
                administratively practicable following receipt by the Trustee in
                accordance with the borrower's most recent investment directions
                with respect to new contributions or in the absence of such a
                direction, in accordance with Plan Rules.

        (i)     The outstanding balance of any loan, including any accrued
                interest, may be repaid in its entirety at any time without
                penalty. Partial prepayments will not be permitted.

        (j)     A borrower must provide such other documents as may from time to
                time be required under Plan Rules.

        (k)     Plan Rules may specify other terms and conditions as may be
                necessary or desirable for the administration of loans under
                this section.

        (l)     Any promissory note evidencing a loan outstanding under a
                Ceridian 401(k) Plan that is transferred to the Plan as of the
                Transfer Date will, immediately after the transfer, remain
                outstanding in accordance with its terms but substituting the
                Trust for the Ceridian 401(k) Plan trust as payee of the note.



                                       22
<PAGE>   28



                                   ARTICLE 7

                             VESTING AND FORFEITURES

7.1.    VESTING.

        (a)     A Participant always has a fully vested nonforfeitable interest
                in his or her 401(k) Contribution Account, Basic Matching
                Account and Rollover Account.

        (b)     A Participant who is a participant in the Arbitron Retirement
                Plan always has a fully vested nonforfeitable interest in his or
                her Performance-Based Matching Account.

        (c)     A Participant who is not a participant in the Arbitron
                Retirement Plan:

                (i)     will acquire a fully vested nonforfeitable interest in
                        his or her Performance-Based Matching Account upon
                        attaining his or her Normal Retirement Date while he or
                        she is, or before he or she became, an Employee;

                (ii)    will acquire a fully vested nonforfeitable interest in
                        his or her Performance-Based Matching Account if he or
                        she dies or becomes Disabled while he or she is an
                        Employee; and

                (iii)   will acquire a vested nonforfeitable interest in his or
                        her Performance-Based Matching Account to the extent
                        provided in the following schedule if he or she
                        terminates employment prior to his or her Normal
                        Retirement Date other than by reason of his or her death
                        or becoming Disabled.

<TABLE>
<CAPTION>
                                                                     Vested
                             Full Years of Vesting Service Interest
                             --------------------------------------

<S>                                                                  <C>
                             Less Than Two Years                       0%
                             Two Years                                40%
                             Three Years                              60%
                             Four Years                               80%
                             Five or More Years                      100%
</TABLE>

7.2.    FORFEITURE UPON DISTRIBUTION.

        (a)     If a Participant described in Section 7.1(c)(iii) receives a
                distribution of the entire vested balance of his or her Accounts
                not later than the last day of the second Plan Year following
                the Plan Year during which he or she terminated employment, the
                nonvested portion of the Participant's Performance-Based
                Matching Account will, at the time of such distribution, be
                forfeited. A Participant described in Section 7.1(c)(iii) who
                has no vested interest in his or her Performance-Based Matching
                Account when he or she terminates employment will be deemed to
                have received



                                       23
<PAGE>   29

                a distribution of the entire vested balance of the Account at
                the time of his or her termination of employment.

        (b)     If a Participant described in Subsection (a) resumes employment
                as a Qualified Employee and repays to the Trustee the full
                amount distributed before the earlier of (i) five years
                following the date of reemployment as a Qualified Employee or
                (ii) the date on which he or she incurs a Break in Service of
                five full years following the distribution, then the forfeited
                amount will be restored to the Participant's Performance-Based
                Matching Account, unadjusted for interest or any change in value
                occurring after the distribution. The restoration will be made
                from forfeitures that arise for the Plan Year for which such
                restoration is to be made. To the extent such forfeitures are
                insufficient for such purpose, the Participating Employer with
                whom the Participant was last employed as a Qualified Employee
                will contribute the amount required to restore the Account. A
                Participant described in the last sentence of Subsection (a) who
                is reemployed before incurring a Break in Service of five full
                years following the date of his or her termination of employment
                will be deemed to have repaid his or her deemed distribution
                upon his or her reemployment as a Qualified Employee.

        (c)     If a Former Media Information Business Employee, as defined in
                Subsection (d), who received or was deemed to receive a
                distribution of his or her entire vested account balance under a
                Ceridian 401(k) Plan and forfeited the nonvested portion of his
                or her account balance prior to the effective time of the New
                Ceridian Spin-off becomes a Qualified Employee after the
                effective time of the New Ceridian Spin-off and repays to the
                Trustee the full amount distributed from the Ceridian 401(k)
                Plan before the earlier of (i) five years following the date of
                his or her employment as a Qualified Employee or (ii) the date
                on which he or she incurs a Break in Service of five full years
                following the date of the distribution from the Ceridian 401(k)
                Plan, then the forfeited portion of his or her account under the
                Ceridian 401(k) Plan will be restored in accordance with
                Subsection (b). A Former Media Business Employee described in
                the previous sentence who was deemed to receive a distribution
                of his or her vested account balance under the Ceridian 401(k)
                Plan, will be deemed to repay the deemed distribution upon his
                or her employment as a Qualified Employee. No other Participant
                may repay to the Trustee a distribution received from a Ceridian
                401(k) Plan.

        (d)     A Former Media Information Business Employee is an individual
                who, immediately prior to the effective time of the New Ceridian
                Spin-off, is a former employee of Ceridian Corporation or one of
                its subsidiaries who, immediately prior to his or her
                termination of employment, had employment duties principally
                related to the Media Information Business. For this purpose,
                Media Information Business means:

                (i)     the provision of media and marketing research services
                        to broadcasters, advertising agencies, advertisers,
                        on-line webcasters and cable television in the United
                        States, the United Kingdom, Japan and Mexico;



                                       24
<PAGE>   30

               (ii)     through a joint venture the provision of media audience
                        and consumer retail behavior research services to cable
                        systems, television broadcasters, magazines and
                        newspapers;

                (iii)   the provision of application software used to access and
                        analyze media audience information and through a joint
                        venture software applications to access and analyze
                        consumer retail behavior and media usage;

                (iv)    the business of

                        (1)     CSW Research Limited,

                        (2)     Ceridian Infotech (India) Private Limited,

                        (3)     Euro Fieldwork Limited and

                        (4)     Arbitron Holdings Inc.;

                (v)     any other business conducted by Ceridian Corporation or
                        its subsidiaries primarily through the use of assets
                        treated by Ceridian Corporation or the subsidiaries as
                        part of the Media Information Business.

7.3.    OTHER FORFEITURES.

        (a)     Except as provided in Section 7.2, the nonvested portion of the
                Performance-Based Matching Account of a Participant described in
                Section 7.1(c)(iii) will continue to be held in a separate
                subaccount of the Account until the Participant incurs a Break
                in Service of five full years, at which time the subaccount
                balance will be forfeited. If the Participant resumes employment
                with an Affiliated Organization prior to incurring a Break in
                Service of five full years, the subaccount will be disregarded
                and the balance of the subaccount will be included in the
                Participant's Performance-Based Matching Account balance.

        (b)     A Participant's vested interest in his or her Performance-Based
                Matching Account balance following a resumption of employment in
                accordance with Subsection (a) at any given time will not be
                less than the amount "X" determined by the formula: X = P(AB +
                (R x D)) - (R x D), where P is the Participant's vested
                percentage at the time of determination; AB is the Account
                balance at the time of determination; D is the amount of the
                distribution; and R is the ratio of the Account balance at the
                time of determination, to the subaccount balance immediately
                following the distribution.

7.4.    APPLICATION OF FORFEITURES. All forfeitures occurring in a Plan Year
        will be allocated to a forfeiture account, invested in accordance with
        Plan Rules and applied as follows:

        (a)     Such forfeitures will first be applied to restore the Accounts
                of Participants as provided in Sections 7.2(b) and 8.7;



                                       25
<PAGE>   31

        (b)     At the direction of the Administrator, any remaining forfeitures
                may be used to pay expenses of administering the Plan; and

        (c)     Any remaining forfeitures will be applied toward the amount of
                future Matching Contributions by the Participating Employers.


                                       26
<PAGE>   32



                                   ARTICLE 8

                         DISTRIBUTIONS AFTER TERMINATION

8.1.    TIME OF DISTRIBUTION.

        (a)     Following a Participant's termination of employment, the Trustee
                will distribute to the Participant or, if the Participant has
                died, to his or her Beneficiary, the value of the Participant's
                vested interest in his or her Accounts. Subject to the remaining
                subsections of this section and Sections 8.2 and 8.8,
                distributions will be made in accordance with the following
                provisions.

                (i)     If the aggregate balance of the Participant's vested
                        interest in his or her Accounts is not more than $5000,
                        distribution to the Participant will be made as soon as
                        administratively practicable following the Participant's
                        termination of employment.

                (ii)    Except as provided in clause (i), distribution to the
                        Participant will be made as soon as administratively
                        practicable after the Administrator or the
                        Administrator's designate receives the Participant's
                        properly completed distribution request, but in no case
                        later than the sixtieth day after the Plan Year during
                        which the Participant terminates employment or attains
                        age 65, whichever is later, unless the Participant
                        elects to defer the distribution pursuant to Subsection
                        (b).

                (iii)   Any distribution to the Participant's Beneficiary
                        following the Participant's death will be made as soon
                        as administratively practicable after the Administrator
                        receives proof of the Participant's death in form
                        satisfactory to the Administrator.

                (iv)    If a contribution is allocated to a Participant's
                        Account following the Participant's termination of
                        employment and after his or her vested Account balance
                        has been distributed, as soon as administratively
                        practicable after the allocation is made, the vested
                        balance of the Account will be distributed to the
                        Participant, or to the Participant's Beneficiary in the
                        case of the Participant's death.

        (b)     Subject to the provisions of the other subsections of this
                section, a Participant described in Subsection (a)(ii) may elect
                to defer commencement of his or her distribution under the Plan
                by providing the Administrator or the Administrator's designate
                a written, signed statement specifying the date on which the
                payment is to be made; provided that the specified date may not
                be later than April 1 of the calendar year following the
                calendar year during which the Participant attains age 70-1/2.
                The statement must be provided to the Administrator or the
                Administrator's designate not later than the thirtieth day (or
                such later date as Plan Rules may allow) after the Plan Year
                during which the Participant terminates



                                       27
<PAGE>   33


                employment or attains age 65, whichever is later. Plan Rules may
                permit a Participant to modify the election in any manner
                determined by the Administrator to be consistent with Code
                section 401(a)(14) and corresponding Treasury Regulations and
                the other provisions of this section.

        (c)     Notwithstanding Subsection (a), distribution to any Participant
                who is a "5-percent owner," within the meaning of the Code
                section 416, must begin not later than April 1 of the calendar
                year after the Participant attains age 70-1/2, whether or not
                the Participant has terminated employment, as if he or she had
                terminated employment on the last day of the Plan Year during
                which he or she attained age 70-1/2. After the initial
                distribution pursuant to this subsection and prior to the
                Participant's termination of employment, the Participant's
                entire Account balance, if any, will be distributed to the
                Participant not later than the last day of each Plan Year.

        (d)     Notwithstanding any other provision of the Plan to the contrary,
                distributions (including payments pursuant to any annuity
                contract distributed pursuant to this section) will be made in
                accordance with regulations issued under Code section 401(a)(9),
                including Treasury Regulation section 401(a)(9)-2, and any
                provisions of the Plan reflecting Code section 401(a)(9) take
                precedence over any distribution options in the Plan that are
                inconsistent with Code section 401(a)(9).

8.2.    FORM OF DISTRIBUTION.

        (a)     Any distribution pursuant to the Plan will be made in the form
                of a single lump sum payment.

        (b)     Except as provided in Subsections (c) and (d), distributions
                will be made in the form of cash.

        (c)     To the extent that the Account to be distributed is invested in
                the Company Stock Fund immediately prior to the distribution, at
                the election of the Participant or Beneficiary, as the case may
                be, the distribution may be made in whole shares of Company
                Stock.

        (d)     To the extent that the Account to be distributed is invested in
                the Ceridian Stock Fund immediately prior to the distribution,
                at the election of the Participant or Beneficiary, as the case
                may be, the distribution may be made in whole shares of Ceridian
                Stock.

8.3.    BENEFICIARY DESIGNATION.

        (a)     Each Participant may designate, on a form provided by the
                Administrator, one or more primary Beneficiaries or alternative
                Beneficiaries for all or a specified fractional part of his or
                her aggregate Accounts and may change or revoke any such
                designation from time to time. No such designation, change or
                revocation is effective unless executed by the Participant and
                received by the Administrator



                                       28
<PAGE>   34

                during the Participant's lifetime. Subject to Subsection (d), no
                such change or revocation requires the consent of any person.

        (b)     If a Participant

                (i)     fails to designate a Beneficiary, or

                (ii)    revokes a Beneficiary designation without naming another
                        Beneficiary or

                (iii)   designates one or more Beneficiaries none of whom
                        survives the Participant,

                for all or any portion of the Accounts, such Accounts or portion
                are payable to the first class of the following classes of
                automatic Beneficiaries that includes a member surviving the
                Participant:

                        Participant's spouse;
                        Participant's issue, per stirpes and not per capita;
                        Participant's parents;
                        Participant's brothers and sisters;
                        Representative of Participant's estate.

        (c)     When used in this section and, unless the designation otherwise
                specifies, when used in a Beneficiary designation, the term "per
                stirpes" means in equal shares among living children and the
                issue (taken collectively) of each deceased child, with such
                issue taking by right of representation; "children" means issue
                of the first generation; and "issue" means all persons who are
                descended from the person referred to, either by legitimate
                birth or legal adoption. The automatic Beneficiaries specified
                above and, unless the designation otherwise specifies, the
                Beneficiaries designated by the Participant, become fixed as of
                the Participant's death so that, if a Beneficiary survives the
                Participant but dies before the receipt of all payments due such
                Beneficiary, any remaining payments are payable to the
                representative of such Beneficiary's estate. Any designation of
                a Beneficiary by name that is accompanied by a description of
                relationship or only by statement of relationship to the
                Participant is effective only to designate the person or persons
                standing in such relationship to the Participant at the
                Participant's death.

        (d)     Notwithstanding Subsection (a), no designation of a Beneficiary
                other than the Participant's spouse is effective unless such
                spouse consents to the designation. Any such consent is
                effective only with respect to the Beneficiary or class of
                Beneficiaries so designated and only with respect to the spouse
                who so consented.

        (e)     Any beneficiary designation made pursuant to a Ceridian
                Corporation 401(k) Plan by a Participant whose accounts are
                transferred from the Ceridian 401(k) Plan to the Plan in
                connection with the New Ceridian Spin-off which remains in
                effect immediately prior to the transfer, will remain in effect
                for purposes of the Plan until changed or revoked pursuant to
                the Plan. For this purpose, a Beneficiary designation made by a
                Participant pursuant to the Plan prior to the effective date



                                       29
<PAGE>   35


                of the transfer of the Participant's accounts from a Ceridian
                401(k) Plan to the Plan in connection with the New Ceridian
                Spin-off will, as of the effective date of the transfer, be
                deemed to be a revocation of the designation made pursuant to
                the Ceridian 401(k) Plan.

8.4.    ASSIGNMENT, ALIENATION OF BENEFITS.

        (a)     Except as required under a qualified domestic relations order or
                by the terms of any loan from the Trust or to comply with a
                federal tax levy pursuant to Code section 6331, and except as
                otherwise provided in Code section 401(a)(13)(C), (i) no benefit
                under the Plan may in any manner be anticipated, alienated,
                sold, transferred, assigned, pledged, encumbered or charged, and
                any attempt to do so is void and (ii) no benefit under the Plan
                is in any manner liable for or subject to the debts, contracts,
                liabilities, engagements or torts of the person entitled to such
                benefit.

        (b)     To the extent provided in a qualified domestic relations order,
                distribution of benefits assigned to an alternate payee by such
                order may be distributed to the alternate payee in the form of a
                lump sum payment prior to the Participant's earliest retirement
                age. The terms "qualified domestic relations order," "alternate
                payee" and "earliest retirement age" have the meanings given in
                Code section 414(p).

8.5.    PAYMENT IN EVENT OF INCAPACITY. If any person entitled to receive any
        payment under the Plan is physically, mentally or legally incapable of
        receiving or acknowledging receipt of the payment, and no legal
        representative has been appointed for such person, the Administrator in
        his or her discretion may (but is not required to) cause any sum
        otherwise payable to such person to be paid to any one or more of the
        following as may be chosen by the Administrator: the Beneficiaries, if
        any, designated by such person; the institution maintaining such person;
        a custodian for such person under the Uniform Transfers to Minors Act of
        any state; or such person's spouse, children, parents or other relatives
        by blood or marriage. Any such payment completely discharges all
        liability under the Plan to the person with respect to whom the payment
        is made to the extent of the payment.

8.6.    PAYMENT SATISFIES CLAIMS. Any payment to or for the benefit of any
        Participant, or Beneficiary in accordance with the provisions of the
        Plan, to the extent of such payment, fully satisfies of all claims
        against the Trustee, the Administrator and the Participating Employers,
        any of whom may require the payee to execute a receipted release as a
        condition precedent to such payment.

8.7.    DISPOSITION IF DISTRIBUTEE CANNOT BE LOCATED. If the Administrator is
        unable to locate a Participant or Beneficiary to whom a distribution is
        due, the amount that would otherwise be distributed to the Participant
        or Beneficiary will be forfeited, and the forfeited amount will be
        applied in accordance with Section 7.4. The forfeited amount will be
        restored to the Accounts from which the amount was forfeited, unadjusted
        for interest or any change in value occurring after the forfeiture, upon
        the Participant's or Beneficiary's claim for



                                       30
<PAGE>   36

        the benefit. The restoration will be made through funds available
        pursuant to Section 7.4(a). To the extent such funds are insufficient
        for such purpose, the Participating Employer with whom the Participant
        was last employed will contribute the amount required to restore the
        Accounts.

8.8.    DIRECT ROLLOVERS AND TRANSFERS.

        (a)     To the extent a distribution is an Eligible Rollover
                Distribution, the Administrator will, if so instructed by the
                distributee in accordance with Plan Rules, direct the Trustee to
                make the distribution to an "eligible retirement plan," within
                the meaning of Code section 402(c)(8). Unless otherwise provided
                in Plan Rules, the foregoing provision will not apply (i) if the
                aggregate taxable distributions to be made to the distributee
                during the calendar year are less than $200, (ii) if less than
                the entire taxable amount of the distribution is to be
                distributed to the eligible retirement plan and the amount to be
                distributed to the eligible retirement plan is less than $500 or
                (iii) with respect to any portion of an Eligible Rollover
                Distribution that consists of an offset amount with respect to a
                Plan loan.

        (b)     The Committee may direct the Trustee to transfer the balance of
                any or all of the Accounts of a Participant to the trustee of
                another plan if:

                (i)     the other plan is a defined contribution plan qualified
                        under Code section 401(a);

                (ii)    the other plan satisfies the requirements set forth in
                        Code sections 401(k) and 411(d)(6) with respect to the
                        transferred Accounts to which such requirements are
                        applicable; and

                (iii)   the trustee of the other plan is willing to accept such
                        transfer.


                                       31
<PAGE>   37



                                   ARTICLE 9

                            CONTRIBUTION LIMITATIONS

9.1.    401(k) CONTRIBUTION DOLLAR LIMITATION.

        (a)     The aggregate amount of 401(k) Contributions and other "elective
                deferrals" (within the meaning of Code section 402(g)(3)) under
                any other qualified plan maintained by an Affiliated
                Organization with respect to a Participant for any taxable year
                of the Participant may not exceed the limitation in effect for
                the taxable year under Code section 402(g). The limitation for
                any Participant who received a hardship distribution under
                Section 6.1 will, for the year following the year in which such
                distribution was made, be reduced as provided in Section
                6.1(c)(iv). If the limitation is exceeded for any taxable year
                of the Participant, all or a portion of the excess, as specified
                by the Company, increased by Fund earnings or decreased by Fund
                losses attributable to the excess as determined under Section
                9.5, will be distributed to the Participant.

        (b)     The amount distributed pursuant to this section to a Participant
                who has made elective deferrals for a taxable year other than
                pursuant to the Plan or another qualified plan maintained by an
                Affiliated Organization will, to the extent of such other
                elective deferrals, be determined in accordance with written
                instructions received by the Administrator from the Participant
                not later than March 1 of the following taxable year.

        (c)     A distribution made pursuant to this section may be made at any
                time after the excess contributions are received, but not later
                than April 15 of the taxable year following the taxable year to
                which the limitation relates.

9.2.    ACTUAL DEFERRAL PERCENTAGE LIMITATIONS.

        (a)     For each Plan Year, the Plan must satisfy the requirements of
                Code section 401(k)(3).

                (i)     The Plan will satisfy the requirements of Code section
                        401(k)(3) for a Plan Year if, for that Plan Year, the
                        Plan satisfies the requirements of Code section
                        410(b)(1) with respect to "eligible employees" and
                        either of the following tests:

                        (1)     the "actual deferral percentage" for the Plan
                                Year for eligible employees who are Highly
                                Compensated Employees for the Plan Year is not
                                more than the product of the actual deferral
                                percentage for the Plan Year for all eligible
                                employees who are not Highly Compensated
                                Employees for the Plan Year, multiplied by one
                                and one-quarter; or



                                       32
<PAGE>   38

                        (2)     the excess of the actual deferral percentage for
                                the Plan Year for eligible employees who are
                                Highly Compensated Employees for the Plan Year
                                over the actual deferral percentage for the Plan
                                Year for all eligible employees who are not
                                Highly Compensated Employees for the Plan Year
                                is not more than two percentage points and the
                                actual deferral percentage for the Plan Year for
                                eligible employees who are Highly Compensated
                                Employees for the Plan Year is not more than the
                                product of the actual deferral percentage for
                                the Plan Year of all eligible employees who are
                                not Highly Compensated Employees for the Plan
                                Year, multiplied by two.

                (ii)    For purposes of this section and Section 9.4:

                        (1)     "eligible employee" means an Active Participant
                                who is eligible to make 401(k) Contributions for
                                the Plan Year in question or would be eligible
                                but for a suspension imposed under Section
                                3.1(b)(iv); and

                        (2)     "actual deferral percentage," with respect to
                                either of the two groups of eligible employees
                                referenced above, is the average of the ratios,
                                calculated separately for each eligible employee
                                in the particular group, of the amount of the
                                eligible employee's 401(k) Contributions for the
                                Plan Year in question, to the eligible
                                employee's Testing Wages for the Plan Year in
                                question, or the portion of such Plan Year
                                during which he or she was an eligible employee,
                                as specified in Plan Rules. In computing the
                                actual deferral percentage, the following rules
                                apply:

                                (A)     Any 401(k) Contributions made by an
                                        eligible employee who is not a Highly
                                        Compensated Employee that are in excess
                                        of the limitation described in Section
                                        9.1 will be excluded;

                                (B)     Any 401(k) Contributions made by an
                                        eligible employee that are distributed
                                        to the eligible employee pursuant to
                                        Section 9.6(c) will be excluded;

                                (C)     Except as otherwise provided in Treasury
                                        Regulations, 401(k) Contributions taken
                                        into account in determining the actual
                                        contribution percentage under Section
                                        9.3(a)(ii) will be excluded;

                                (D)     To the extent permitted by Treasury
                                        Regulations and determined by the
                                        Administrator, all or any portion of any
                                        other contribution to the Plan or any
                                        other qualified plan maintained by an
                                        Affiliated Organization will be
                                        included;



                                       33
<PAGE>   39

                                (E)     Elective contributions under any other
                                        plan that is aggregated with this Plan
                                        to satisfy the requirements of Code
                                        section 410(b) will be included; and

                                (F)     To the extent provided in Treasury
                                        Regulations, elective contributions made
                                        under any other qualified cash or
                                        deferred arrangement of any Affiliated
                                        Organization on behalf of any eligible
                                        Employee who is a Highly Compensated
                                        Employee will be included.

        (b)     To the extent deemed advisable by the Administrator to comply
                with Code section 401(k)(3), the Administrator may, in
                accordance with Plan Rules, prospectively decrease a
                Participant's 401(k) Contributions.

        (c)     If, for any Plan Year, the requirements of Subsection (a) are
                not satisfied, the Administrator will determine the amount by
                which 401(k) Contributions made by each Highly Compensated
                Employee for the Plan Year exceeds the permissible amount as
                determined under Subsection (a). The determination will be made
                by successively decreasing the rate of 401(k) Contributions for
                the Highly Compensated Employees who, during the Plan Year, had
                the greatest percentage of 401(k) Contributions to the next
                lower percentage, then again decreasing the percentage of such
                Highly Compensated Employees' 401(k) Contributions, together
                with the percentage of 401(k) Contributions for the Highly
                Compensated Employees who were already at such lower percentage,
                to the next lower percentage, and continuing such procedure for
                as many percentage decreases as the Administrator deems
                necessary. The Administrator may make such reductions in any
                amount.

        (d)     The amount of excess 401(k) Contributions determined in
                accordance with Subsection (c), increased by Fund earnings or
                decreased by Fund losses attributable to such excess as
                determined under Section 9.5, will be distributed to affected
                Highly Compensated Employees at such time as the Administrator
                specifies on or following the last day of the Plan Year for
                which the determination is made, but in no case later than the
                last day of the following Plan Year. The amount to be
                distributed with respect to any Plan Year will be reduced by the
                portion of the amount, if any, distributed pursuant to Section
                9.1 that is attributable to 401(k) Contributions that relate to
                such Plan Year, determined by assuming that 401(k) Contributions
                in excess of the limitation described in Section 9.1 for a given
                taxable year are the first contributions made for a Plan Year
                falling within such taxable year. Additional amounts to be
                distributed to each such Highly Compensated Employee will be
                determined by successively decreasing the amount of 401(k)
                Contributions for Highly Compensated Employees who, for the Plan
                Year, had the largest amount of 401(k) Contributions made on
                their behalf to the next lower amount, and continuing this
                procedure until an amount equal to the aggregate amount of
                excess 401(k) Contributions has been removed from the Accounts
                of the Highly Compensated Employees.



                                       34
<PAGE>   40


        (e)     To the extent required or permitted by Treasury Regulations, the
                Administrator will or may, as the case may be, apply the
                limitation described in this section separately to each group of
                eligible employees who are included in a unit of Employees
                covered by a collective bargaining agreement and those who are
                not included in a different unit.

        (f)     If the Administrator elects to apply Code section 410(b)(4)(B)
                in determining whether the Plan satisfies either of the tests
                described in Section 9.2(a)(i) for a Plan Year, all eligible
                employees who are not Highly Compensated Employees and have not
                met the minimum age and service requirements of Code section
                410(a)(1)(A) will be excluded from consideration.

9.3.    ACTUAL CONTRIBUTION PERCENTAGE LIMITATIONS.

        (a)     For each Plan Year, the Plan must satisfy the requirements of
                Code section 401(m)(2).

                (i)     The Plan will satisfy the requirements of Code section
                        401(m)(2) for a Plan Year if, for that Plan Year, the
                        Plan satisfies either of the following tests:

                        (1)     the "actual contribution percentage" for the
                                Plan Year for "eligible employees" who are
                                Highly Compensated Employees for the Plan Year
                                is not more than the product of the actual
                                contribution percentage for the Plan Year for
                                all eligible employees who are not Highly
                                Compensated Employees for the Plan Year,
                                multiplied by one and one-quarter; or

                        (2)     the excess of the actual contribution percentage
                                for the Plan Year for eligible employees who are
                                Highly Compensated Employees for the Plan Year
                                over the actual contribution percentage for the
                                Plan Year for all eligible employees who are not
                                Highly Compensated Employees for the Plan Year
                                is not more than two percentage points and the
                                actual contribution percentage for the Plan Year
                                for Highly Compensated Employees for the Plan
                                Year is not more than the product of the actual
                                contribution percentage for the Plan Year for
                                all eligible employees who are not Highly
                                Compensated Employees for the Plan Year,
                                multiplied by two.

                (ii)    For purposes of this section and Section 9.4:

                        (1)     "eligible employee" means an Active Participant
                                who is eligible to have Matching Contributions
                                made on his or her behalf for the Plan Year in
                                question or who would be eligible but for a
                                suspension imposed under Section 3.1(b)(iv); and

                        (2)     the "actual contribution percentage" with
                                respect to either of the two groups of eligible
                                employees referenced above, is the average



                                       35
<PAGE>   41


                                of the ratios, calculated separately for each
                                eligible employee in the particular group, of
                                the aggregate amount of Matching Contributions
                                made on behalf of the eligible employee for the
                                Plan Year, to the eligible employee's Testing
                                Wages for the Plan Year, or the portion of the
                                Plan Year during which he or she was an eligible
                                employee, as specified in Plan Rules. In
                                computing the actual contribution percentage the
                                following rules apply:

                                (A)     Except as otherwise provided in Treasury
                                        Regulations, Matching Contributions
                                        taken into account in determining the
                                        actual deferral percentage under Section
                                        9.2(a)(ii) will be excluded;

                                (B)     Matching Contributions taken into
                                        account for purposes of the minimum
                                        contribution required by Section 12.3(a)
                                        will be excluded;

                                (C)     Any Matching Contributions forfeited
                                        pursuant to Section 9.6(c) will be
                                        excluded;

                                (D)     To the extent permitted by Treasury
                                        Regulations and determined by the
                                        Administrator, all or any portion of the
                                        401(k) Contributions made by eligible
                                        employees for the Plan Year will be
                                        included;

                                (E)     To the extent permitted by Treasury
                                        Regulations and determined by the
                                        Administrator, all or any portion of any
                                        other contributions to any other
                                        qualified plan maintained by an
                                        Affiliated Organization will be
                                        included;

                                (F)     Matching contributions (within the
                                        meaning of Code section 401(m)(4)(A))
                                        and after-tax contributions made under
                                        any other plan that is aggregated with
                                        this Plan to satisfy the requirements of
                                        Code section 410(b) will be included;
                                        and

                                (G)     To the extent required by Treasury
                                        Regulations, matching contributions
                                        (within the meaning of Code section
                                        401(m)(4)(A)) and after-tax
                                        contributions made under any other
                                        qualified plan of any Affiliated
                                        Organization on behalf of or by any
                                        eligible employee who is a Highly
                                        Compensated Employee will be included.

        (b)     If, for any Plan Year, the requirements of Subsection (a) are
                not satisfied, the Administrator will determine the amount by
                which Matching Contributions made on behalf of each Highly
                Compensated Employee for the Plan Year exceeds the permissible
                amount as determined under Subsection (a), such determination
                being



                                       36
<PAGE>   42


                made in accordance with the procedure described in Section
                9.2(c) with respect to reductions of 401(k) Contributions.

        (c)     The amount of excess Matching Contributions determined in
                accordance with Subsection (b), increased by Fund earnings or
                decreased by Fund losses attributable to such excess as
                determined under Section 9.5, will be distributed to affected
                Highly Compensated Employees at such time as the Administrator
                specifies on or following the last day of the Plan Year for
                which the determination is made, but in no case later than the
                last day of the following Plan Year; provided, however, that to
                the extent the excess Matching Contributions would not be fully
                vested if retained in the Plan, such excess will be forfeited
                rather than distributed, and any such forfeitures will be
                applied as provided in Section 3.2(d). Amounts to be distributed
                to each such Highly Compensated Employee or forfeited will be
                determined by successively decreasing the amount of Matching
                Contributions made on behalf of Highly Compensated Employees
                who, for the Plan Year, had the largest amount of Matching
                Contributions made on their behalf to the next lower amount, and
                continuing this procedure until an amount equal to the aggregate
                amount of excess contributions has been removed from the
                Accounts of the Highly Compensated Employees.

        (d)     To the extent provided in Treasury Regulations, the limitations
                described in this section do not apply to any group of eligible
                employees who are included in a unit of Employees covered by a
                collective bargaining agreement.

        (e)     If the Administrator elects to apply Code section 410(b)(4)(B)
                in determining whether the Plan satisfies either of the tests
                described in Section 9.3(a)(i) for any Plan Year, all eligible
                employees who are not Highly Compensated Employees and have not
                met the minimum age and service requirements of Code section
                410(a)(1)(A) will be excluded from consideration.

9.4.    MULTIPLE USE LIMITATION.

        (a)     This section applies for any Plan Year for which the sum of the
                actual deferral percentage for eligible employees who are Highly
                Compensated Employees, plus the actual contribution percentage
                for eligible employees who are Highly Compensated Employees,
                exceeds the "aggregate limit." For purposes of this subsection,
                the aggregate limit is the greater of:

                (i)     The sum of:

                        (1)     the product of one and one-quarter, multiplied
                                by the greater of

                                (A)     the actual deferral percentage for the
                                        Plan Year for eligible employees who are
                                        not Highly Compensated Employees or

                                (B)     the actual contribution percentage for
                                        the Plan Year for eligible employees who
                                        are not Highly Compensated Employees;



                                       37
<PAGE>   43

                        plus

                        (2)     the sum of two percentage points plus the lesser
                                of the actual deferral percentage determined
                                under item (A) of clause (1) above or the actual
                                contribution percentage determined under item
                                (B) of clause (1) above, with such sum in no
                                case exceeding twice the lesser of such actual
                                deferral percentage or actual contribution
                                percentage;

                or

                (ii)    The sum of:

                        (1)     the product of one and one-quarter, multiplied
                                by the lesser of

                                (A)     the actual deferral percentage for the
                                        Plan Year for eligible employees who are
                                        not Highly Compensated Employees or

                                (B)     the actual contribution percentage for
                                        the Plan Year for eligible employees who
                                        are not Highly Compensated Employees;

                        plus

                        (2)     the sum of two percentage points plus the
                                greater of the actual deferral percentage
                                determined under item (A) of clause (1) above or
                                the actual contribution percentage determined
                                under item (A) of clause (1) above, with such
                                sum in no case exceeding twice the lesser of
                                such actual deferral percentage or actual
                                contribution percentage.

        (b)     If, for any Plan Year, the calculations under Subsection (a)
                require that this section be applied, the Administrator will
                determine the amount by which Matching Contributions made on
                behalf of each Highly Compensated Employee for the Plan Year
                causes the excess amount determined under Subsection (a), such
                determination being made in accordance with the provisions of
                Section 9.3(b). At such time as the Administrator specifies on
                or following the last day of the Plan Year for which such
                determination is made, but in no case later than the last day of
                the following Plan Year, the excess will be corrected in
                accordance with Section 9.3(c).

        (c)     To the extent provided in Treasury Regulations, the limitations
                described in this section do not apply to any group of eligible
                employees who are included in a unit of employees covered by a
                collective bargaining agreement.



                                       38
<PAGE>   44

9.5.    EARNINGS OR LOSSES ON EXCESS CONTRIBUTIONS.

        (a)     The amount of Fund earnings or losses with respect to the excess
                amount of contributions returned to a Highly Compensated
                Employee pursuant to this article is an amount equal to the
                product of the total earnings or losses for the Participant's
                Account to which the excess contributions were credited for the
                Plan Year with respect to which the determination is being made,
                multiplied by a fraction, the numerator of which is the excess
                amount of contributions made on the Participant's behalf to such
                Account for the Plan Year, and the denominator of which is the
                closing balance of such Account for the Plan Year, decreased by
                the amount of earnings added to that Account, or increased by
                the amount of losses charged to that Account, for the Plan Year.

        (b)     Contributions returned pursuant to Section 9.6(c)(iii) will also
                include the earnings or losses attributable to such excess
                amount for the period between the end of the Plan Year with
                respect to which the determination is being made and the date on
                which such excess contributions are distributed to the
                Participant. The earnings or losses attributable to such excess
                amount for such period will be an amount equal to the product of
                ten percent of the earnings or losses attributable to such
                excess amount for the Plan Year, as determined in accordance
                with Subsection (a), multiplied by the number of calendar months
                during the period for which the determination is being made,
                with a distribution being made on or before the fifteenth day of
                a month being deemed to have been made on the last day of the
                preceding month and a distribution being made after the
                fifteenth day of a month being deemed to have been made on the
                first day of the following month.

9.6.    ANNUAL ADDITIONS LIMITATION.

        (a)     Notwithstanding any contrary provisions of the Plan, there will
                not be allocated to any Participant's Accounts for a Plan Year
                any amount that would cause the aggregate "annual additions"
                with respect to the Participant for the Plan Year to exceed the
                lesser of:

                (i)     $30,000 (or such dollar amount, adjusted to reflect
                        increases in the cost of living, as in effect under Code
                        section 415(c)(1)(A) for the calendar year during which
                        the Plan Year in question begins); and

                (ii)    25 percent of the Participant's Section 415 Wages for
                        the Plan Year.

        (b)     For purposes of Subsection (a), the "annual additions" with
                respect to a Participant for a Plan Year are the sum of:

                (i)     the aggregate amount of 401(k) and Matching
                        Contributions allocated to the Participant's Accounts
                        under the Plan for the Plan Year (including the amount
                        of any 401(k) or Matching Contributions distributed to
                        the Participant or forfeited pursuant to Section 9.2(d)
                        or 9.3(c) but excluding any 401(k) Contributions in
                        excess of the limitation set forth in Section



                                       39
<PAGE>   45

                        9.1 that are distributed to the Participant by April 15
                        of the year following the year to which such
                        contributions relate) and employer contributions,
                        employee contributions and forfeitures allocated to the
                        Participant's accounts under any other qualified defined
                        contribution plan maintained by any Affiliated
                        Organization for the Plan Year; plus

                (ii)    the amount, if any, attributable to post-retirement
                        medical benefits that is allocated to a separate account
                        for the Participant as a "key employee" within the
                        meaning of Code section 416(i), to the extent required
                        under Code section 419A(d)(1).

                Unless otherwise provided in Treasury Regulations, if a 401(k)
                or Matching Contribution with respect to a Plan Year is made
                more than 30 days after the due date (including extensions) of
                the Company's federal income tax return for the Company's
                taxable year coinciding with the Plan Year or in which the Plan
                Year ends, the contribution will be an annual addition for the
                Plan Year during which the contribution is made.

        (c)

                (i)     To the extent deemed advisable by the Administrator to
                        prevent the limitation under Subsection (a) from being
                        exceeded, the Administrator may, in accordance with Plan
                        Rules, prospectively decrease a Participant's 401(k)
                        Contributions.

                (ii)    If a further reduction of contributions is required, the
                        amount of the Matching Contribution that would otherwise
                        be allocated to the Participant's Account will be
                        reduced and the aggregate amount of the Matching
                        Contribution for the Plan Year will be reduced by the
                        same amount.

                (iii)   If, in spite of such reduction and as a result of the
                        allocation of forfeitures or a reasonable error in
                        estimating the amount of the Participant's Eligible
                        Earnings, Section 415 Wages, 401(k) Contributions or
                        other elective deferrals within the meaning of Code
                        section 402(g)(3) for the Plan Year, the limitation
                        would otherwise be exceeded, then, to the extent
                        required to prevent such excess:

                        (1)     the amount of 401(k) Contributions made by the
                                Participant, together with earnings on such
                                contributions, will be distributed to the
                                Participant and any Matching Contributions
                                attributable to the amount so distributed,
                                together with earnings on such contributions,
                                will be forfeited and applied as provided in
                                Section 3.2(d); then

                        (2)     any remaining excess will be held unallocated in
                                a suspense account and will be allocated to all
                                other eligible Participants for the Plan Year
                                and, to the extent necessary, subsequent Plan
                                Years,



                                       40
<PAGE>   46


                                before Matching Contributions are made for such
                                Plan Year or Years, and will be applied toward
                                the amount of such contributions for such Plan
                                Year or Years.

9.7.    ADMINISTRATOR'S DISCRETION. Notwithstanding the foregoing provisions of
        this article, the Administrator may apply the provisions of Sections 9.1
        through 9.6 in any manner permitted by Treasury Regulations that will
        cause the Plan to satisfy the limitations of the Code incorporated in
        such sections and Treasury Regulations thereunder, and the
        Administrator's good faith application of Treasury Regulations is
        binding on all Participants and Beneficiaries.



                                       41
<PAGE>   47



                                   ARTICLE 10

                       ADOPTION, AMENDMENT AND TERMINATION

10.1.   ADOPTION BY AFFILIATED ORGANIZATIONS. An Affiliated Organization may
        adopt this Plan and become a Participating Employer with the prior
        approval of the Administrator by furnishing to the Administrator a
        certified copy of a resolution of its Board adopting the Plan. With the
        consent of the Administrator, a Participating Employer may modify the
        provisions of the Plan applicable to its Employees. Any special
        provisions applicable to a Participating Employer's Employees will be
        set forth on an exhibit to the Plan in accordance with Section 12.5.

10.2.   AUTHORITY TO AMEND AND PROCEDURE.

        (a)     The Company reserves the right to amend the Plan at any time, to
                any extent. Each amendment must be stated in a written
                instrument approved in advance or ratified by the Company's
                Board and executed in the name of the Company by two authorized
                officers. On and after the effective date of the amendment, the
                Plan will be deemed to have been amended as set forth in the
                instrument, and all interested persons will be bound by the
                amendment; provided, first, that no amendment will increase the
                duties or liabilities of the Trustee without its written
                consent; and, second, that no amendment will have any
                retroactive effect so as to deprive any Participant, or any
                Beneficiary of a deceased Participant, of any benefit already
                accrued or vested or of any option with respect to the form of
                such benefit that is protected under Code section 411(d)(6),
                except that any amendment that is required to conform the Plan
                with government regulations so as to qualify the Trust for
                income tax exemption may be made retroactively to the Effective
                Date of the Plan or to any later date.

        (b)     If the schedule for determining the extent to which benefits
                under the Plan are vested is changed, whether by amendment or on
                account of the Plan's becoming or ceasing to be a top-heavy
                plan, each Participant who has completed at least three years of
                Vesting Service may elect to have his or her vested benefits
                determined without regard to such change by giving written
                notice of such election to the Administrator within the period
                beginning on the date such change was adopted (or the Plan's top
                heavy status changed) and ending 60 days after the latest of:
                (i) the date such change is adopted; (ii) the date such change
                becomes effective; and (iii) the date the Participant is issued
                notice of such change by the Administrator.

        (c)     Except as otherwise provided in an amendment permitted by
                Treasury Regulations, if an optional form of benefit payment
                protected under Code section 411(d)(6) is eliminated, each
                Participant may elect to have that portion of the value of his
                or her Accounts that was accrued as of the date of such
                elimination, distributed in the optional form of benefit payment
                that was eliminated.



                                       42
<PAGE>   48


        (d)     The provisions of the Plan in effect at the termination of a
                Participant's employment will, except as specifically provided
                otherwise in any subsequent amendment, continue to apply to such
                Participant.

10.3.   AUTHORITY TO TERMINATE AND PROCEDURE. The Company expects to continue
        the Plan indefinitely but reserves the right to terminate the Plan in
        its entirety at any time. Each Participating Employer expects to
        continue its participation in the Plan indefinitely but reserves the
        right to cease its participation in the Plan at any time. The Plan will
        terminate in its entirety as of the date specified in a written
        instrument approved in advance or ratified by the Company's Board and
        executed in the name of the Company by two authorized officers. The Plan
        will terminate with respect to a Participating Employer as of a date
        specified in a written instrument approved in advance or ratified by the
        Participating Employer's Board and executed in the name of the
        Participating Employer by two authorized officers.

10.4.   VESTING UPON TERMINATION, PARTIAL TERMINATION OR DISCONTINUANCE OF
        CONTRIBUTIONS. Upon the termination of the Plan or upon the complete
        discontinuance of contributions, the Accounts of each "affected
        employee" will vest in full. For purposes of this section, "affected
        employee" means a Participant or former Participant who, as of the
        effective date of the termination or complete discontinuance of
        contributions, (a) is actively employed with an Affiliated Organization
        or (b) has terminated employment and has neither received a distribution
        of his or her Accounts of the type described in Section 7.2(a) nor
        experienced a Break in Service of at least five full years. Upon the
        partial termination of the Plan, the Accounts of each Participant as to
        whom the Plan has been partially terminated will vest in full.

10.5.   DISTRIBUTION FOLLOWING TERMINATION, PARTIAL TERMINATION OR
        DISCONTINUANCE OF CONTRIBUTIONS. After termination or partial
        termination of the Plan or the complete discontinuance of contributions
        under the Plan, the Trustee will continue to hold and distribute the
        Fund at the times and in the manner provided in Article 8 as if such
        event had not occurred or, if the Administrator so directs in accordance
        with Treasury Regulations, the Trustee will distribute to each
        Participant the entire balance of his or her Accounts.



                                       43
<PAGE>   49



                                   ARTICLE 11

                               PLAN ADMINISTRATION

11.1.   RETIREMENT COMMITTEE.

        (a)     The Chief Executive Officer of the Company will appoint a
                Retirement Committee composed of not fewer than three members
                who will serve at the pleasure of the Chief Executive Officer.
                The Chief Executive Officer will provide to each member of the
                Retirement Committee a copy of a written charter outlining the
                responsibilities of the Committee. Each member will file his or
                her written acceptance of appointment with the Chief Executive
                Officer. A Retirement Committee member may resign by delivering
                his or her written resignation to the Chief Executive Officer,
                and any Retirement Committee member may be removed, with or
                without cause, by the Chief Executive Officer upon delivery of
                written notice of such removal to the removed member. Any such
                resignation or removal will be effective upon delivery of the
                written resignation or notice of removal, as the case may be, or
                upon any later date specified therein. Vacancies created by any
                such resignation or removal will be filled by appointment by the
                Chief Executive Officer; provided, that, subject to there being
                at least three persons serving as Retirement Committee members
                at all times, the Chief Executive Officer need not fill any
                vacancy so created.

        (b)     The Retirement Committee is a named fiduciary for purposes of
                ERISA.

11.2.   OPERATION OF COMMITTEE. The Committee will perform its duties in
        accordance with the procedures in this section.

        (a)     The Chief Executive Officer of the Company will designate one
                member of the Committee to act as the chair of the Committee,
                and the member so designated will preside over the Committee's
                meetings.

        (b)     The Committee will elect a secretary who may, but need not, be a
                member of the Committee. The secretary will keep minutes of the
                Committee's meetings and perform such other duties as may be
                specified from time to time by the Committee.

        (c)     The Committee may appoint such subcommittees with such duties
                and powers as it may specify, and it may delegate administrative
                powers to one or more of its members or to such other person or
                entity as it may designate.

        (d)     The Committee will meet at such times and places and upon such
                notice as its members may determine from time to time. A
                majority of the current membership of the Committee will
                constitute a quorum for the transaction of business, and all
                acts of the Committee at any meeting will require, for their
                validity, the affirmative vote of a majority of the current
                membership of the



                                       44
<PAGE>   50

                Committee. The Committee may act without a meeting by the
                written authorization of a majority of the members of the
                Committee.

        (e)     The Committee may adopt bylaws for the conduct of its business,
                provided such bylaws are not inconsistent with the provisions of
                this article.

        (f)     No member of the Committee may vote with respect to a decision
                of the Committee relating solely to his or her own participation
                or benefit under the Plan.

11.3.   DUTIES OF ADMINISTRATOR. The Administrator has the discretionary power
        and authority, and the responsibility, to:

        (a)     Adopt rules, regulations and procedures not inconsistent with
                the provisions of the Plan and uniform and equitable with
                respect to individuals determined by the Administrator to be
                similarly situated at the time in question, and to revoke or
                modify such rules and regulations at any time;

        (b)     Interpret, construe, apply and enforce the provisions of the
                Plan and any Plan Rules, including the discretionary and final
                power and authority to interpret, construe, apply and enforce
                uncertain provisions of the Plan or Plan Rules, and remedy
                possible ambiguities, inconsistencies, omissions and errors, and
                any such action taken by the Administrator in good faith is
                binding upon all Participants, Beneficiaries and other
                interested persons;

        (c)     Determine from time to time the status of all Employees,
                Participants, Beneficiaries and other interested persons for
                purposes of the Plan;

        (d)     Determine the rights of Employees, Participants, Beneficiaries
                and other interested persons to benefits under the Plan, the
                amount and the method and time or times of payment of the
                benefit;

        (e)     Take any other actions determined by the Administrator to be
                necessary or advisable to in connection with the administration
                of the Plan; and

        (f)     Perform any other duties delegated or assigned to the
                Administrator by the Committee.

11.4.   DELEGATION. Except as otherwise provided in ERISA, the Committee and the
        Administrator may each delegate specific duties and responsibilities,
        including fiduciary duties and responsibilities. Such delegations may be
        to Employees or to other individuals, committees or entities. Any
        delegation may, if specifically stated, allow further delegations by the
        individual, committee or entity to whom or which the delegation has been
        made subject to and in accordance with any limitations, restrictions or
        conditions specified in the delegation or in any other written
        instrument provided by the Committee or Administrator, as the case may
        be, to the individual, committee or entity to whom or which the
        delegation has been made. Any delegation may be rescinded by the
        Committee or Administrator, as the case may be, at any time. Each
        individual,



                                       45
<PAGE>   51
        committee or entity to whom or which a fiduciary duty or responsibility
        has been delegated is responsible for the exercise of such duties or
        responsibilities and is not responsible for the acts or failure to act
        of any other fiduciary. Any delegation of a fiduciary duty or
        responsibility must be in writing and the individual, committee or
        entity to whom or which the delegation is made must file his, her or its
        written acceptance of the delegation with the Committee or
        Administrator, as the case may be.

11.5.   REPORTS AND RECORDS. The Administrator and those individuals, committees
        or entities to whom or which the Administrator has delegated fiduciary
        duties will keep records of all their proceedings and actions, and will
        maintain all such books of account, records and other data as necessary
        for the proper administration of the Plan and to comply with applicable
        law.

11.6.   COMPENSATION. Neither Committee members nor the Administrator will
        receive compensation from the Trust for their services as such, but they
        are entitled to reimbursement from the Trust for all sums reasonably and
        necessarily expended by them in the performance of their duties.

11.7.   PROFESSIONAL ASSISTANCE. The Committee and the Administrator each may
        retain such accounting, recordkeeping, legal, clerical and other
        services as may reasonably be required in the administration of the
        Plan, and may pay reasonable compensation for such services. The
        Committee and the Administrator each is entitled to rely conclusively on
        all tables, valuations, certificates, opinions and reports furnished to
        them by such persons and on all information, elections and designations
        furnished to them by Participants, Beneficiaries and Participating
        Employers.

11.8.   PAYMENT OF ADMINISTRATIVE COSTS. All costs of administering the Plan may
        be paid by the Trustee from the Trust, but if not so paid, will be paid
        by the Participating Employers.

11.9.   INDEMNIFICATION.

        (a)     To the extent permitted by law, the Participating Employers
                jointly and severally agree to indemnify and hold harmless the
                members of the Committee, the Administrator and other employees,
                officers or directors of an Affiliated Organization to whom
                duties are delegated against any and all claims, losses,
                damages, expenses and liabilities arising from their
                responsibilities in connection with the Plan which are not
                covered by insurance (without recourse) paid for by the
                Participating Employers or otherwise paid or reimbursed, unless
                they are determined to be due to gross negligence or intentional
                misconduct. The Participating Employers have the right, but not
                the obligation, to select counsel and control the defense and
                settlement of any action for which an individual may be entitled
                to indemnification pursuant to this section.

        (b)     An individual's right to indemnification pursuant to this
                section is in addition to, and independent of, the individual's
                right, if any, to indemnification pursuant to a Participating
                Employer's articles of incorporation or bylaws (or comparable
                governing instruments), applicable law or otherwise, but an
                individual is not



                                       46
<PAGE>   52

                entitled to indemnification from all sources in an amount that
                exceeds his or her claims, losses, damages, expenses and
                liabilities.

11.10.  CLAIMS PROCEDURE. The Administrator will notify a Participant in writing
        within 90 days of the Participant's written application for benefits of
        the Participant's eligibility or noneligibility for benefits under the
        Plan. If the Administrator determines that a Participant is not eligible
        for benefits or full benefits, the notice will: (a) state the specific
        reasons for the denial of any benefits; (b) provide a specific reference
        to the provision of the Plan on which the denial is based; (c) provide a
        description of any additional information or material necessary for the
        claimant to perfect the claim, and a description of why it is needed;
        and (d) provide an explanation of the Plan's claims review procedure and
        other appropriate information as to the steps to be taken if the
        Participant wishes to have the claim reviewed. If the Administrator
        determines that there are special circumstances requiring additional
        time to make a decision, the Administrator will notify the Participant
        of the special circumstances and the date by which a decision is
        expected to be made, and may extend the time for up to an additional
        90-day period. If a Participant is determined by the Administrator not
        to be eligible for benefits or if the Participant believes that he or
        she or she is entitled to greater or different benefits, the Participant
        will be provided the opportunity to have his or her claim reviewed by
        the Administrator by filing a petition for review with the Administrator
        within 60 days after the Participant receives the notice issued by the
        Administrator. The petition must state the specific reasons the
        Participant believes he or she or she is entitled to benefits or greater
        or different benefits. Within 60 days after the Administrator receives
        the petition, the Administrator will give the Participant (and his or
        her counsel, if any) an opportunity to present his or her position to
        the Administrator orally or in writing, and the Participant (or his or
        her counsel) may review the pertinent documents, and the Administrator
        will notify the Participant of its decision in writing within said
        60-day period, stating specifically the basis of the decision written in
        a manner calculated to be understood by the Participant and the specific
        provisions of the Plan on which the decision is based. If, because of
        the need for a hearing, the 60-day period is not sufficient, the
        decision may be deferred for up to another 60-day period at the election
        of the Administrator, but notice of this deferral must be given to the
        Participant. In the event of the death of a Participant, the same
        procedure applies to the Beneficiary of the Participant. A claimant must
        exhaust the procedure described in this section before pursuing the
        claim in any other proceeding.

11.11.  LIMITATIONS ON CERTAIN ACTIONS. A Participant or Beneficiary may not
        commence a civil action pursuant to ERISA section 502(a)(1), with
        respect to a benefit under the Plan after the earlier of:

        (a)     six years after the occurrence of the facts or circumstances
                that give rise to or form the basis for such action; and

        (b)     two years from the date the Participant or Beneficiary had
                actual knowledge of the facts or circumstances that give rise to
                or form the basis for such action.



                                       47
<PAGE>   53

11.12.  CORRECTION OF ERRORS. If the Administrator determines that, by reason of
        administrative error or other cause attributable to a Participating
        Employer, the Account of any Participant has incurred a loss, the
        Administrator may enter into an agreement with the Participating
        Employer under which the Account is fully restored and may, upon such
        restoration, release the Participating Employer from further
        responsibility.

11.13.  STANDARDS FOR ELECTIONS, DIRECTIONS AND SIMILAR ACTIONS. Any election,
        direction, designation or similar action required of a Participant,
        Beneficiary or alternate payee (or any person claiming by, through or on
        behalf of a Participant, Beneficiary or alternate payee) pursuant to the
        Plan must be made in accordance with and is subject to the terms of the
        Plan and Plan Rules.



                                       48
<PAGE>   54



                                   ARTICLE 12

                                  MISCELLANEOUS

12.1.   MERGER, CONSOLIDATION, TRANSFER OF ASSETS. If this Plan is merged or
        consolidated with, or its assets or liabilities are transferred to, any
        other plan, each Participant will be entitled to receive a benefit
        immediately after such merger, consolidation or transfer (if such other
        plan were then terminated) that is equal to or greater than the benefit
        he or she would have been entitled to receive immediately before such
        merger, consolidation or transfer (if this Plan had then terminated but
        without regard to Section 10.4).

12.2.   LIMITED REVERSION OF FUND.

        (a)     Except as provided in Subsection (b), no corpus or income of the
                Trust will at any time revert to any Affiliated Organization or
                be used other than for the exclusive benefit of Participants and
                their Beneficiaries by paying benefits and administrative
                expenses of the Plan.

        (b)     Notwithstanding any contrary provision in the Plan:

                (i)     All contributions made by a Participating Employer to
                        the Trustee prior to the initial determination of the
                        Internal Revenue Service as to qualification of the Plan
                        under Code section 401(a) and the tax exempt status of
                        the Trust under Code section 501(a) will be repaid by
                        the Trustee to the Participating Employer, upon the
                        Participating Employer's written request, if the
                        Internal Revenue Service rules that the Plan is not
                        qualified or the Trust is not tax exempt; provided, that
                        the Participating Employer must request such
                        determination within a reasonable time after adoption of
                        the Plan and the repayment by the Trustee to the
                        Participating Employer must be made within one year
                        after the date of denial of qualification of the Plan;
                        and

                (ii)    To the extent a contribution is made by a Participating
                        Employer by a mistake of fact or a deduction is
                        disallowed a Participating Employer under Code section
                        404, the Trustee will repay the contribution to the
                        Participating Employer upon the Participating Employer's
                        written request; provided, that such repayment must be
                        made within one year after the mistaken payment is made
                        or the deduction is disallowed, as the case may be. Each
                        contribution to the Plan by a Participating Employer is
                        expressly conditioned on such contribution's being fully
                        deductible by the Participating Employer under Code
                        section 404.

12.3.   TOP-HEAVY PROVISIONS.

        (a)     The provisions of this subsection will apply for any Plan Year
                during which the Plan is "top heavy."



                                       49
<PAGE>   55


                (i)     Notwithstanding the provisions of Article 3, no
                        contributions will be made and allocated on behalf of
                        any "key employee" for any Plan Year during which the
                        Plan is top heavy unless the amount of contributions
                        (excluding 401(k) Contributions) made and allocated for
                        such Plan Year on behalf of each Participant who is not
                        a key employee and who is employed with an Affiliated
                        Organization on the last day of the Plan Year, expressed
                        as a percentage of the Participant's Testing Wages for
                        the Plan Year, is at least equal to the lesser of:

                        (1)     three percent; or

                        (2)     the largest percentage of such Testing Wages at
                                which contributions (including 401(k)
                                Contributions) are made and allocated on behalf
                                of any key employee for such Plan Year.

                (ii)    If, in addition to this Plan, an Affiliated Organization
                        maintains another qualified defined contribution plan or
                        one or more qualified defined benefit pension plans
                        during a Plan Year, the provisions of clause (i) will be
                        applied for such Plan Year:

                        (1)     by taking into account the employer
                                contributions (other than elective deferrals for
                                a non-key employee) on behalf of the Participant
                                under all such defined contribution plans; and

                        (2)     without regard to any Participant who is not a
                                key employee and whose accrued benefit,
                                expressed as a single life annuity, under a
                                defined benefit pension plan maintained by the
                                Affiliated Organization for such Plan Year is
                                not less than the product of

                                (A)     the Participant's average Testing Wages
                                        for the period of consecutive years not
                                        exceeding the period of consecutive
                                        years (not exceeding five) when the
                                        Participant had the highest aggregate
                                        Testing Wages, disregarding years in
                                        which the Participant fails to complete
                                        a minimum period of service as specified
                                        in Treasury Regulations, multiplied by

                                (B)     the lesser of (I) two percent per year
                                        of service, disregarding years of
                                        service beginning after the close of the
                                        last Plan Year in which such defined
                                        benefit plan was a top heavy plan or
                                        (II) 20 percent.

        (b)     For purposes of Subsection (a),

                (i)

                        (1)     The Plan will be a "top-heavy plan" for a
                                particular Plan Year if, as of the last day of
                                the initial Plan Year or, with respect to any
                                other



                                       50
<PAGE>   56

                                Plan Year, as of the last day of the preceding
                                Plan Year, the aggregate of the Account balances
                                of key employees is greater than 60 percent of
                                the aggregate of the Account balances of all
                                Participants.

                        (2)     For purposes of calculating the aggregate
                                Account balances for both key employees and
                                employees who are not key employees:

                                (A)     Any distributions made within the
                                        five-year period preceding the Plan Year
                                        for which the determination is being
                                        made, other than a distribution
                                        transferred or rolled over to a plan
                                        maintained by an Affiliated
                                        Organization, will be included;

                                (B)     Amounts transferred or rolled over from
                                        a plan not maintained by an Affiliated
                                        Organization at the initiation of the
                                        Participant will be excluded;

                                (C)     The Account balances of any key employee
                                        and any employee who is not a key
                                        employee who has not performed an Hour
                                        of Service at any time during the
                                        five-year period ending on the date as
                                        of which the determination is being made
                                        will be excluded; and

                                (D)     The terms "key employee" and "employee"
                                        include the Beneficiaries of such
                                        persons who have died.

                (ii)

                        (1)     Notwithstanding the provisions of clause (i),
                                this Plan will not be a top-heavy plan if it is
                                part of either a "required aggregation group" or
                                a "permissive aggregation group" and such
                                aggregation group is not top-heavy. An
                                aggregation group will be top-heavy if the sum
                                of the present value of accrued benefits and
                                account balances of key employees is more than
                                60 percent of the sum of the present value of
                                accrued benefits and account balances for all
                                Participants, such accrued benefits and account
                                balances being calculated in each case in the
                                same manner as set forth in clause (i).

                        (2)     Each plan in a required aggregation group will
                                be top-heavy if the group is top-heavy. No plan
                                in a required aggregation group will be
                                top-heavy if the group is not top-heavy.

                        (3)     If a permissive aggregation group is top-heavy,
                                only those plans that are part of an underlying
                                top-heavy, required aggregation group will be
                                top-heavy. No plan in a permissive aggregation
                                group will be top-heavy if the group is not
                                top-heavy.



                                       51
<PAGE>   57

                (iii)   The "required aggregation group" consists of (1) each
                        plan of an Affiliated Organization in which a key
                        employee participates and (2) each other plan of an
                        Affiliated Organization that enables a plan in which a
                        key employee participates to meet the nondiscrimination
                        requirements of Code sections 401(a)(4) or 410.

                (iv)    A "permissive aggregation group" consists of those plans
                        that are required to be aggregated and one or more plans
                        (providing comparable benefits or contributions) that
                        are not required to be aggregated, which, when taken
                        together, satisfy the requirements of Code sections
                        401(a)(4) and 410.

                (v)     For purposes of applying clauses (ii), (iii) and (iv) of
                        this Subsection (b), any qualified defined contribution
                        plan maintained by an Affiliated Organization at any
                        time within the five-year period preceding the Plan Year
                        for which the determination being made which, as of the
                        date of such determination, has been formally
                        terminated, has ceased crediting service for benefit
                        accruals and vesting and has been or is distributing all
                        plan assets to participants or their beneficiaries, will
                        be taken into account to the extent required or
                        permitted under such clauses and under Code section 416.

        (c)     A "key employee" is any individual who is or was employed with
                an Affiliated Organization and who, at any time during the Plan
                Year in question or any of the preceding four Plan Years is or
                was:

                (i)     An officer of the Affiliated Organization (an
                        administrative executive in regular and continued
                        service with the Affiliated Organization) whose Section
                        415 Wages for such Plan Year exceed 50 percent of the
                        amount in effect under Code section 415(b)(1)(A) for
                        such Plan Year, but in no case will there be taken into
                        account more than the lesser of (a) 50 persons, or (b)
                        the greater of (i) three persons or (ii) ten percent of
                        the number of the Affiliated Organization's employees,
                        excluding for purposes of determining the number of such
                        officers, any employees described in Code section
                        414(q)(5);

                (ii)    The owner of an interest in the Affiliated Organization
                        that is not less than the interest owned by at least ten
                        other persons employed with the Affiliated Organization;
                        provided, that, such owner will not be a key employee
                        solely by reason of such ownership for a Plan Year if he
                        or she does not own more than one-half of one percent of
                        the value of the outstanding interests of the Affiliated
                        Organization or if the amount of his or her Section 415
                        Wages for such Plan Year is less than the amount in
                        effect under Code section 415(c)(1)(A) for such Plan
                        Year;

                (iii)   The owner of more than five percent of the Affiliated
                        Organization's outstanding stock or more than five
                        percent of the total combined voting power of the
                        Affiliated Organization's stock; or



                                       52
<PAGE>   58

                (iv)    The owner of more than one percent of the Affiliated
                        Organization's outstanding stock or more than one
                        percent of the total combined voting power of the
                        Affiliated Organization's stock, whose Section 415 Wages
                        for such Plan Year exceed $150,000.

                For purposes of this Subsection (c), ownership of an Affiliated
                Organization's stock will be determined in accordance with Code
                section 318; provided, that subparagraph 318(a)(2)(C) will be
                applied by substituting the phrase "5 percent" for the phrase
                "50 percent" wherever it appears in such Code section.

12.4.   NO EMPLOYMENT RIGHTS CREATED. The establishment and maintenance of the
        Plan neither gives any Employee a right to continuing employment nor
        limits the right of an Affiliated Organization to discharge or otherwise
        deal with the Employee without regard to the effect such action might
        have on his or her initial or continued participation in the Plan.

12.5.   SPECIAL PROVISIONS. Special provisions of the Plan applicable only to
        certain Participants will be set forth on an exhibit to the Plan. In the
        event of a conflict between the terms of the exhibit and the terms of
        the Plan, the exhibit controls.

12.6.   QUALIFIED MILITARY SERVICE.

        (a)     The provisions of this section apply only to an Employee who is
                reemployed on or after October 13, 1996 and whose reemployment
                rights are protected under the Uniformed Services Employment and
                Reemployment Rights Act of 1994 ("USERRA") and are intended to
                comply with the requirements of Code section 414(u).

        (b)     Notwithstanding any other provisions of the Plan to the
                contrary, a Qualified Employee who leaves the employ of a
                Participating Employer for qualified military service and
                returns to employment with a Participating Employer will be
                entitled to the restoration of benefits under the Plan which
                would have accrued but for the Qualified Employee's absence due
                to qualified military service.

        (c)     A Qualified Employee may make 401(k) Contributions for the Plan
                Years during which he or she would have been an Active
                Participant but for his or her qualified military service in
                accordance with Section 3.1 and the following additional rules:

                (i)     the Qualified Employee may elect to make 401(k)
                        Contributions, subject to the maximums in effect
                        pursuant to Section 3.1 during the period of qualified
                        military service;

                (ii)    the Qualified Employee may make the election described
                        in clause (i) at any time during the period that begins
                        on his or her date of reemployment and has the same
                        length as the lesser of five years or the period of the
                        Qualified Employee's qualified military service
                        multiplied by three;

                (iii)   the 401(k) Contributions under this subsection are not
                        subject to the limitations described in Section 9.2, 9.3
                        or 9.4.



                                       53
<PAGE>   59

        (d)     A Qualified Employee's Participating Employer will make Matching
                Contributions with respect to the Qualified Employee's 401(k)
                Contributions pursuant to Subsection (c) in the same amount as
                if such 401(k) Contributions had actually been made during the
                Participant's period of qualified military service. The Matching
                Contributions made pursuant to this subsection are not subject
                to the limitations described in Section 9.3 or 9.4.

        (e)     The following additional rules and conditions apply with respect
                to qualified military service notwithstanding any contrary
                provision of the Plan:

                (i)     an Employee will not be treated as having incurred a
                        Break in Service by reason of his or her qualified
                        military service;

                (ii)    any period of qualified military service will be counted
                        as Vesting Service;

                (iii)   for purposes of determining the Qualified Employee's
                        Eligible Earnings and Section 415 Wages, the Qualified
                        Employee will be treated as receiving compensation from
                        the Participating Employer with whom he or she was
                        employed immediately before the period of qualified
                        military service during the period of qualified military
                        service in an amount equal to the compensation he or she
                        would have received during such period if he or she were
                        not in qualified military service determined based on
                        the rate of pay the Qualified Employee would have
                        received from the Participating Employer but for the
                        absence due to qualified military service; provided,
                        however, if the compensation the Qualified Employee
                        would have received from the Participating Employer is
                        not reasonably certain, then the Qualified Employee's
                        rate of compensation will be equal to his or her average
                        compensation for the 12-month period preceding the
                        qualified military service (or, if shorter, the period
                        of employment immediately preceding the qualified
                        military service);

                (iv)    contributions on behalf of the Qualified Employee will
                        be subject to the limitations in Sections 9.1 and 9.6
                        with respect to the Plan Years to which such
                        contributions relate in accordance with Treasury
                        Regulations;

                (v)     the Qualified Employee will not be entitled to any
                        crediting of earnings on contributions for any period
                        prior to actual payment to the Trust; and

                (vi)    the Qualified Employee will not be entitled to
                        restoration of any forfeitures which were not allocated
                        to his or her Account as a result of his or her
                        qualified military service.

        (f)     For purposes of this section, "qualified military service" means
                any service in the uniformed services as defined in USERRA by a
                Qualified Employee who is entitled to reemployment rights with a
                Participating Employer under USERRA.



                                       54
<PAGE>   60

12.7.   SHORT PLAN YEARS. To the extent required by and in accordance with
        Treasury Regulations, for any Plan Year that is less than 12 months
        long, the dollar limitations in effect for purposes of Code sections
        401(a)(17), 414(q), 415 and 416 will be adjusted to reflect the short
        Plan Year.


                                       55
<PAGE>   61



                                   ARTICLE 13

                  DEFINITIONS, CONSTRUCTION AND INTERPRETATIONS

13.1.   DEFINITIONS. The definitions set forth in this section apply in
        construing this instrument unless the context otherwise indicates.

ACCOUNT. An "Account" with respect to a Participant is any or all of the
accounts maintained on his or her behalf pursuant to Section 4.1, as the context
requires.

ACTIVE PARTICIPANT. An "Active Participant" is a Participant who is a Qualified
Employee.

ADMINISTRATOR. The "Administrator" of the Plan is an individual or committee
designated by the Company.

AFFILIATED ORGANIZATION. An "Affiliated Organization" is the Company and any
other corporation that is a member of a controlled group of corporations (within
the meaning of Code section 1563(a) without regard to Code sections 1563(a)(4)
and 1563(e)(3)(C)) that includes the Company, any trade or business (whether or
not incorporated) that together with the Company is under common control (within
the meaning of Code section 414(c)), any member of an "affiliated service group"
(within the meaning of Code section 414(m)) of which the Company is a member or
any other organization that, together with the Company, is treated as a single
employer pursuant to Code section 414(o) and Treasury Regulations thereunder;
provided, that, for purposes of applying the limitations set forth at Section
9.6, such determination under Code section 1563(a) will be made by substituting
the phrase "more than 50 percent" for the phrase "at least 80 percent" wherever
it appears in such Code section.

BASIC MATCHING ACCOUNT. The "Basic Matching Account" is the account established
pursuant to Section 4.1(a)(ii).

BASIC MATCHING CONTRIBUTIONS. "Basic Matching Contributions" means contributions
made by the Participating Employers on behalf of Participants pursuant to
Section 3.2(a) or 3.4.

BENEFICIARY. A "Beneficiary" is a person designated or otherwise determined
under the provisions of Section 8.3 as the distributee of benefits payable after
the death of a Participant. A person designated as, or otherwise determined to
be, a Beneficiary under the terms of the Plan has no interest in or rights under
the Plan until the Participant in question has died. A Beneficiary will cease to
be such on the day on which all benefits to which he, she or it is entitled
under the Plan have been distributed.

BOARD. The "Board" is the board of directors or comparable governing body of the
Affiliated Organization in question. When the Plan provides for an action to be
taken by the Board, the action may be taken by any committee or individual
authorized to take such action pursuant to a proper delegation by the board of
directors or comparable governing body in question.

BREAK IN SERVICE. A "Break in Service" with respect to an Employee is the period
commencing on the Employee's "employment severance date," as defined in clause
(a)(ii) of the definition of



                                       56
<PAGE>   62
Vesting Service, and ending on the Employee's "reemployment commencement date,"
as defined in clause (a)(iii) of the definition of Vesting Service; provided,
that if an Employee becomes absent on account of (a) the Employee's pregnancy,
(b) the birth of the Employee's child, (c) the placement of a child with the
Employee on account of the Employee's adoption of the child or (d) the
Employee's caring for a child immediately following the child's birth or
placement with the Employee, and the Employee furnishes to the Administrator,
upon request, such information as the Administrator requires to determine the
reasons for the Employee's absence or continued absence, then solely for the
purpose of determining whether the Employee has incurred a Break in Service, the
Employee's employment severance date will be the first anniversary of the date
on which the employment severance date occurs for the purpose of determining the
Employee's Vesting Service.

CERIDIAN 401(k) PLAN. "Ceridian 401(k) Plan" means the Ceridian Corporation
Personal Investment Plan, the Ceridian Corporation Savings and Investment Plan
or both of them, as the context requires.

CERIDIAN STOCK. "Ceridian Stock" means common stock issued by Ceridian
Corporation.

CODE. "Code" is the Internal Revenue Code of 1986, as amended. Any reference to
a specific provision of the Code includes a reference to such provision, any
valid ruling, regulation or authoritative pronouncement promulgated thereunder
and any provision of future law that amends, supplements or supersedes the
provision.

COMMITTEE. The "Committee" is the Retirement Committee constituted under Article
11.

COMPANY. The "Company" is Arbitron Inc. or any successor thereto.

COMPANY STOCK. "Company Stock" means common stock issued by the Company.

CONSENT OF SPOUSE. Whenever the consent of a Participant's spouse is required
with respect to any act of the Participant, such consent will be deemed to have
been obtained only if:

        (a)     the Participant's spouse executes a written consent to such act,
which consent acknowledges the effect of such act and is witnessed by a Plan
representative or a notary public; or

        (b)     the Administrator determines that no such consent can be
obtained because the Participant has no spouse, because the Participant's spouse
cannot be located, or because of such other circumstances as may, under Treasury
Regulations, justify the lack of such consent.

Any such consent by the Participant's spouse or such determination by the
Administrator that such spouse's consent is not required is effective only with
respect to the particular spouse of the Participant who so consented or with
respect to whom such determination was made. Any such consent by the
Participant's spouse to an act of the Participant under the Plan is irrevocable
with respect to that act.

DISABLED. A Participant will be considered to be "Disabled" only if



                                       57
<PAGE>   63


        (a)     in the case of a Participant who is participating in the
Company's long-term disability plan, he or she is receiving disability benefits
under such plan, or

        (b)     in the case of any other Participant, he or she is certified as
being disabled by the Social Security Administration and is receiving disability
benefits under the disability provisions of the Social Security Act.

EFFECTIVE DATE. The "Effective Date" of the Plan is March 31, 2001.

ELIGIBLE EARNINGS.

        (a)     Subject to Subsection (b), the "Eligible Earnings" of a
Participant from a Participating Employer for any period is the amount
reportable by the Participating Employer for federal income tax purposes as
wages paid to the Participant for such period, increased by the amount of
Eligible Earnings reductions experienced by the Participant for the period
pursuant to the Plan, any cafeteria plan maintained by the Participating
Employer pursuant to Code section 125 and the Arbitron Retirement Plan, to the
extent such reductions are not otherwise included for that period, and decreased
by any amount received by the Participant during the period as deferred income
from a previous period, expatriation premium, tuition aid reimbursement,
relocation allowance, restricted stock plan awards, any such amount attributable
to the exercise of an option under a stock option plan maintained by a
Participating Employer, any amounts representing imputed income on account of
benefits pursuant to the Code, any amounts representing severance payments under
the Participating Employer's severance policy and any other amounts of an
unusual or nonrecurring nature, as specified in Plan Rules.

        (b)     In no event will a Participant's Eligible Earnings for any Plan
Year be taken into account to the extent it exceeds $150,000 (or such larger
amount as may be permitted for the calendar year during which such Plan Year
begins under Code section 401(a)(17)).

ELIGIBLE ROLLOVER DISTRIBUTION. An "Eligible Rollover Distribution" is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life expectancies) of the
distributee and the distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code section 401(a)(9); the portion of any distribution that is
not includable in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities); any hardship
distribution described in Code section 401(k)(2)(B)(i)(IV); and any other amount
excepted from the definition of "eligible rollover distribution" by Code section
402(c)(4).

EMPLOYEE. An "Employee" is any individual who performs services for an
Affiliated Organization as a common-law employee of the Affiliated Organization.

ERISA. "ERISA" is the Employee Retirement Income Security Act of 1974, as
amended. Any reference to a specific provision of ERISA includes a reference to
such provision, any valid ruling, regulation or authoritative pronouncement
promulgated thereunder and any provision of future law that amends, supplements
or supersedes the provision.



                                       58
<PAGE>   64

401(k) CONTRIBUTION ACCOUNT. The "401(k) Contribution Account" is the account
established pursuant to Section 4.1(a)(i).

401(k) CONTRIBUTIONS. "401(k) Contributions" means contributions made by
Participants pursuant to Section 3.1.

FUND. The "Fund" is the total of all of the assets of every kind and nature,
both principal and income, held in the Trust at any particular time or, if the
context so requires, one or more of the investment funds described in Section
5.1.

HIGHLY COMPENSATED EMPLOYEE.

        (a)     A "Highly Compensated Employee" with respect to a Plan Year is
any employee who:

                (i)     at any time during such Plan Year or the 12-month period
        preceding such Plan Year, owns or owned (or is considered as owning or
        having owned within the meaning of Code section 318) more than five
        percent of the outstanding stock of an Affiliated Organization or stock
        possessing more than five percent of the total combined voting power of
        all outstanding stock of an Affiliated Organization; or

                (ii)    during the 12-month period preceding such Plan Year,
        received compensation in excess of $80,000 (or such dollar amount,
        adjusted to reflect increases in the cost of living, as in effect under
        Code section 414(q)(1)(B) for the calendar year during which the Plan
        Year in question begins).

        (b)     For purposes of this section:

                (i)     an "employee" is any individual (other than an
        individual who is a nonresident alien who receives no earned income
        (within the meaning of Code section 911(d)(2)) from an Affiliated
        Organization that constitutes income from sources within the United
        States (within the meaning of Code section 861(a)(3))) who, during the
        Plan Year for which the determination is being made, performs services
        for an Affiliated Organization as

                        (1)     a common-law employee,

                        (2)     an employee pursuant to Code section 401(c)(1)
                                or

                        (3)     a Leased Employee; and

                (ii)    "compensation" for any period means an employee's
        Section 415 Wages for the period.

HOUR OF SERVICE. An "Hour of Service" with respect to an Employee is an hour for
which the Employee is paid, or entitled to payment, for the performance of
duties for an Affiliated Organization on or after the date on which it became an
Affiliated Organization.



                                       59
<PAGE>   65


LEASED EMPLOYEE. A "Leased Employee" is any individual (other than an Employee)
who performs services for an Affiliated Organization (or for an Affiliated
Organization and "related persons" within the meaning of Code section
144(a)(3)):

        (a)     pursuant to an agreement between an Affiliated Organization and
any other person;

        (b)     under the Affiliated Organization's primary direction and
control; and

        (c)     on a substantially full-time basis for a period of at least one
year.

MATCHING CONTRIBUTIONS. "Matching Contributions" means contributions made by the
Participating Employers on behalf of Participants pursuant to Section 3.2 or
3.4.

NEW CERIDIAN SPIN-OFF. "New Ceridian Spin-off" is defined in Section 1.3(a) of
the Plan.

NORMAL RETIREMENT DATE. The "Normal Retirement Date" of a Participant is the
date on which he or she attains age 65.

PARTICIPANT. A "Participant" is a current or former Qualified Employee who has
entered the Plan pursuant to the provisions of Article 2 and who has not ceased
to be a Participant pursuant to the provisions of Section 2.6.

PARTICIPATING EMPLOYER. A "Participating Employer" is the Company and any other
Affiliated Organization that has adopted the Plan, or all of them collectively,
as the context requires, and their respective successors. An Affiliated
Organization will cease to be a Participating Employer upon a termination of the
Plan as to its Qualified Employees or upon its ceasing to be an Affiliated
Organization.

PERFORMANCE-BASED MATCHING ACCOUNT. The "Performance-Based Matching Account" is
the account established pursuant to Section 4.1(a)(iii).

PERFORMANCE-BASED MATCHING CONTRIBUTIONS. "Performance-Based Matching
Contributions" means contributions made by Participating Employers on behalf of
Participants pursuant to Section 3.2(b).

PLAN. The "Plan" is that set forth in this instrument as it may be amended from
time to time.

PLAN RULE. A "Plan Rule" is a rule, policy, practice or procedure adopted by the
Administrator.

PLAN YEAR. A "Plan Year" is the 12-month period beginning on each January 1 and
ending on the first following December 31.

QUALIFIED EMPLOYEE.

        (a)     Except as provided in Subsection (b), a "Qualified Employee" is
an Employee who:



                                       60
<PAGE>   66

                (i)     performs services for a Participating Employer as an
        employee of the Participating Employer (as classified by the
        Participating Employer at the time the services are performed without
        regard to any subsequent reclassification);

                (ii)    is paid under a domestic payroll; and

                (iii)   performs services for the Participating Employer
        primarily within the United States or on a temporary foreign assignment.

        (b)     An Employee who would otherwise be a Qualified Employee is not a
Qualified Employee if he or she:

                (i)     is a nonresident alien who receives no earned income
        (within the meaning of Code section 911(d)(2) from a Participating
        Employer that constitutes income from sources within the United States
        (within the meaning of Code section 861(a)(3));

                (ii)    is covered by a collective bargaining agreement, for
        whom retirement benefits were the subject of good faith bargaining
        between such person's representative and a Participating Employer, and
        is not, as a result of such bargaining, specifically covered by this
        Plan; or

                (iii)   is eligible, or would be eligible but for his or her
        failure to satisfy any applicable minimum age, minimum service or
        similar requirement, to participate in any other qualified defined
        contribution plan maintained by an Affiliated Organization.

        (c)     An individual who is classified by a Participating Employer as
an independent contractor or as any other status in which the individual is not
classified by the Participating Employer as an employee of the Participating
Employer at the time services are performed is not a Qualified Employee. No
judicial or administrative reclassification, or reclassification by the
Participating Employer, will be applied to grant retroactive eligibility to any
individual under the Plan.

ROLLOVER ACCOUNT. The "Rollover Account" is the account established pursuant to
Section 4.1(a)(iv).

SBC PARTICIPANT. An "SBC Participant" is a Participant who is an "SBC
Participant" as defined in the SBC Exhibit to the Arbitron Retirement Plan.

SECTION 415 WAGES.

        (a)     An individual's "Section 415 Wages" for any period is his or her
"compensation," within the meaning of Code section 415(c)(3) and Treasury
Regulations thereunder, for the period from all Affiliated Organizations.

        (b)     The Administrator may, for any period, determine the items of
remuneration that, in accordance with Treasury Regulations, will be included in
Section 415 Wages for such period; provided that for each purpose under this
Plan, the Administrator's determination will be uniform throughout any period.



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<PAGE>   67

TERMINATION OF EMPLOYMENT.

        (a)     For purposes of the Plan, a Participant will be deemed to have
terminated employment only if he or she dies, becomes Disabled or has a
"separation from service" within the meaning of Code section 401(k)(2)(B)(i)(I)
and Treasury Regulations thereunder. Neither transfer of employment among
Affiliated Organizations nor absence from active service by reason of disability
leave, other than in connection with a Participant becoming Disabled, or any
other leave of absence will constitute a termination of employment.

        (b)     A Participant who, in conjunction with a disposition by an
Affiliated Organization of its interest in a subsidiary, within the meaning of
Code section 401(k)(10)(A)(iii), continues employment with the subsidiary, will
be considered to have terminated employment if the applicable conditions
specified in Treasury Regulations under Code section 401(k)(10) are satisfied.

        (c)     A Participant who, in conjunction with a disposition by an
Affiliated Organization of substantially all of the assets used by the
Affiliated Organization in a trade or business of the Affiliated Organization,
within the meaning of Code section 401(k)(10)(A)(ii), transfers employment to
the corporation acquiring the assets, will be considered to have terminated
employment if the applicable conditions specified in Treasury Regulations under
Code section 401(k)(10) are satisfied.

        (d)     A Participant who, in conjunction with a disposition by an
Affiliated Organization of its interest in a subsidiary, continues employment
with the subsidiary or in conjunction with a disposition by an Affiliated
Organization of substantially all of the assets used by the Affiliated
Organization in a trade or business of the Affiliated Organization, transfers
employment to the acquiror of such assets, will be considered to have not
terminated employment if the applicable conditions specified in Treasury
Regulations under Code section 401(k)(10)(A) are not satisfied. If a Participant
is considered to have not terminated employment as a result of this subsection,
this subsection will continue to apply in the event of any subsequent transfer
of employment in conjunction with the disposition of all or any portion of a
business operation of the initial acquiror or any subsequent acquirors that
would not otherwise entitle the Participant to a distribution under Subsection
(b) or (c).

TESTING WAGES.

        (a)     An individual's "Testing Wages" for any Plan Year is his or her
Section 415 Wages for the Plan Year.

        (b)     Notwithstanding Subsection (a), in no event will a person's
Testing Wages for any Plan Year be taken into account to the extent it exceeds
$150,000 (or such other larger amount as may be permitted for the calendar year
during which such Plan Year begins under Code section 401(a)(17)).

        (c)     The Administrator may, for any Plan Year, adopt any alternative
definition of Testing Wages that complies with Code section 414(s) and Treasury
Regulations thereunder; provided, that for each purpose under this Plan, the
definition so adopted will be uniform throughout any Plan Year.



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<PAGE>   68


TRANSFER DATE. "Transfer Date" means the date as of which accounts under the
Ceridian 401(k) Plans were transferred to the Plan in connection with the New
Ceridian Spin-off.

TREASURY REGULATIONS. "Treasury Regulations" mean regulations, rulings, notices
and other promulgations issued under the authority of the Secretary of the
Treasury that apply to, or may be relied upon in the administration of, this
Plan.

TRUST. The "Trust" is that created for purposes of implementing benefits under
the Plan.

TRUSTEE. The "Trustee" is the corporation and/or individual or individuals who
from time to time is or are the duly appointed and acting trustee or trustees of
the Trust.

VESTING SERVICE.

        (a)     An Employee's "Vesting Service" means the sum of his or her
periods of service as an Employee with the Affiliated Organizations (measured in
the case of any Affiliated Organization from the date on which it became an
Affiliated Organization), commencing as of the Employee's employment
commencement date or reemployment commencement date, as the case may be, and
ending with the Employee's next employment severance date, as determined in
accordance with the following rules:

                (i)     an Employee's "employment commencement date" is the date
        on which he or she first performs an Hour of Service;

                (ii)    for purposes of this section only, an Employee's
        "employment severance date" is the earlier to occur of:

                        (1)     the date on which the Employee terminates
                employment with all Affiliated Organizations because he or she
                quits, retires, is discharged or dies; or

                        (2)     the first anniversary of the first date of a
                period during which the Employee remains absent from service
                (with or without pay) with all Affiliated Organizations for any
                reason other than a quit, retirement, discharge or death
                following the employment commencement date or reemployment
                commencement date, as the case may be;

                (iii)   an Employee's "reemployment commencement date" is the
        first date, following a period of severance from employment which is not
        required to be taken into account under either item (iv) or (v), on
        which the Employee performs an Hour of Service;

                (iv)    if the Employee's employment is severed by reason of a
        quit, discharge or retirement and he or she subsequently performs an
        Hour of Service within 12 months following the employment severance
        date, the period of such severance will be taken into account;

                (v)     if the Employee quits, is discharged or retires during
        an absence from service of 12 months or less for any reason other than a
        quit, discharge, retirement or



                                       63
<PAGE>   69

        death and the Employee subsequently performs an Hour of Service within
        12 months following the date on which such absence commenced, the period
        of such severance will be taken into account.

        (b)     To the extent provided in Subsection (a), service by a Leased
Employee or service by an individual with any other organization that is
required to be taken into account pursuant to Code section 414(o) and Treasury
Regulations thereunder will be deemed to be Vesting Service for purposes of the
Plan if such Leased Employee or individual becomes an Employee.

        (c)     Notwithstanding the foregoing provisions of this section,
service completed by an Employee with an Affiliated Organization prior to the
date on which it became an Affiliated Organization (or with another entity prior
to the acquisition of such entity's business or assets by an Affiliated
Organization) will be counted as Vesting Service only if and to the extent
provided in any agreement pursuant to which it became an Affiliated Organization
(or such other business or assets were acquired) or as provided by resolution of
the Company's Board.

13.2.   CONSTRUCTION AND INTERPRETATIONS. The rules of construction and
        interpretation set forth in this section apply in construing this
        instrument unless the context otherwise indicates.

GOVERNING LAW. To the extent that state law is not preempted by provisions of
ERISA, or any other laws of the United States, this Plan will be administered,
construed, and enforced according to the internal, substantive laws of the State
of Maryland, without regard to its conflict of laws rules.

HEADINGS. The headings of articles and sections are included solely for
convenience. In the case of a conflict between a heading and the text of the
Plan, the text controls.

NUMBER AND GENDER. Wherever appropriate, the singular number may be read as the
plural, the plural may be read as the singular, and the masculine gender may be
read as the feminine gender.



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<PAGE>   70


                                    EXHIBIT A

This exhibit contains special provisions applicable to each participant in the
Arbitron Retirement Plan who has elected an enhanced retirement benefit under
the Arbitron Retirement Plan with respect to which a portion of his or her
401(k) Contribution Account serves as the basis for an offset.

1.      SEPARATE ACCOUNTING. The Administrator will at all times separately
        account on a reasonable and consistent basis for all gains, losses,
        withdrawals, contributions and other credits and charges with respect to
        the portion of a Participant's 401(k) Contribution Account that serves
        as a basis for an offset of any portion of his or her benefit under the
        Arbitron Retirement Plan. For purposes of this exhibit, such portion of
        the 401(k) Contribution Account is referred to as the 401(k)
        Contribution Offset Subaccount.

2.      SPOUSAL CONSENT TO WITHDRAWALS AND LOANS. No withdrawal or loan may be
        made from the 401(k) Contribution Offset Subaccount unless, during the
        90-day period ending on the date of the withdrawal or loan, the
        Participant's spouse consents to the withdrawal or loan.

3.      COMPANY STOCK. No portion of the 401(k) Contribution Offset Subaccount
        may be invested in the Company Stock Fund.

4.      FORM OF DISTRIBUTION.

        (a)     Unless a Participant otherwise elects in accordance with the
                provisions of clause (c), the Trustee will, with the balance of
                the Participant's 401(k) Contribution Offset Subaccount,
                purchase and distribute to the Participant an annuity contract
                that provides for payments for the life of the Participant if
                the Participant is not married on his or her "annuity starting
                date," within the meaning of Code section 417(f)(2), or, if the
                Participant is then married, for payments for the life of the
                Participant, with 50 percent of the amount of such payments
                continuing after the Participant's death for the life of such
                spouse.

        (b)     Each annuity contract purchased for a Participant will provide
                for payment of benefits commencing at such time and in such
                manner as the Participant elects; provided, that distribution of
                benefits under such contract must conform to the requirements of
                Section 8.1 of the Plan, applied as if such contract constituted
                the Participant's Accounts. No such contract is subject to
                transfer or to exchange for another annuity contract that does
                not conform to the requirements of this item (4). No such
                contract is subject to surrender or encumbrance without the
                consent of the Participant's spouse.

        (c)     A Participant whose 401(k) Contribution Offset Subaccount would
                otherwise be paid in the form of an annuity contract described
                in clause (a) may elect to receive a lump sum payment in lieu of
                such annuity contract. The Participant's election must be in
                writing, in form prescribed by the Administrator; must be made
                within the 90-day period ending on the Participant's annuity
                starting date; may be revoked and a new election made any number
                of times during the election period;



                                      A-1
<PAGE>   71

        (d)     and is not effective unless the Participant's spouse consents to
                such lump sum payment.

        (e)     If a Participant dies prior to his or her annuity starting date,
                and is married on the date of his or her death, the
                Administrator will, with the balance of the Participant's 401(k)
                Contribution Offset Subaccount, purchase and distribute to the
                Participant's surviving spouse a nontransferable annuity
                contract that provides payments to such surviving spouse for
                life, commencing at such time not later than the date on which
                the Participant would have attained age 70-1/2 as the spouse
                selects; provided, that this clause (d) will not apply if -

                (i)     the Participant's spouse elects, in a written, signed
                        statement delivered to the Administrator prior to the
                        purchase of the annuity contract, to receive the balance
                        of the Participant's interest in his or her 401(k)
                        Contribution Offset Subaccount in a lump sum payment, or

                (ii)    the Participant elected, by a signed written statement
                        delivered to the Administrator within the period
                        commencing on the first day of the Plan Year in which he
                        or she attained age 35 and ending on the date of the
                        Participant's death, to waive the provisions of this
                        clause (d), and the Participant's spouse consented to
                        such election; a Participant may, at any time and any
                        number of times, by signed written notice delivered to
                        the Administrator during the Participant's lifetime,
                        revoke any election made under this subclause (ii), and
                        may make a new election following any such revocation.

        (f)     Distribution of any annuity contract pursuant to the foregoing
                provisions of this item (4) satisfies in full any claims that
                the Participant or his or her spouse may have under the Plan,
                and neither the Trustee nor the Administrator will be
                responsible to any extent with respect to any payments to which
                the Participant or his or her spouse may be entitled under such
                annuity contract.

        (g)     The provisions of this item (4) apply notwithstanding and
                supersede any designation by a married Participant of any
                primary Beneficiary other than his or her spouse which
                designation is not made either in conjunction with an election
                pursuant to clause (c) or (d)(ii) of this item (4), as the case
                may be, or thereafter with the spouse's consent.



                                      A-2