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                                                                   EXHIBIT 10.02

                                 AMENDMENT NO. 1
                           TO THE PERSONNEL AGREEMENT
                                     BETWEEN
                                  ARBITRON INC.
                                       AND
                              CERIDIAN CORPORATION


THIS AMENDMENT NO. 1 TO THE PERSONNEL AGREEMENT by and between Arbitron Inc., a
Delaware Corporation formerly known as Ceridian Corporation ("Arbitron"), and
Ceridian Corporation, a Delaware corporation formerly known as New Ceridian
Corporation ("Ceridian"), is entered into as of April 3, 2001.

WHEREAS, Arbitron and Ceridian entered into a Personnel Agreement dated as of
February 14, 2001 (the "Personnel Agreement");

WHEREAS, the Personnel Agreement provided for the conversion of stock options
and restricted stock based on the relationship between the trading prices of
Arbitron prior to the Distribution Date and Arbitron and Ceridian after the
Distribution Date, so that the intrinsic value of the stock options before the
Distribution Date will be equivalent to the intrinsic value of the stock options
after the Distribution Date;

WHEREAS, on the Distribution Date, Arbitron was removed from the S&P 500 and
Ceridian was added to the S&P 400, this substantially increased the trading
volume and impacted the price of Ceridian before and after the Distribution
Date;

WHEREAS, Arbitron and Ceridian wish to amend the Personnel Agreement to (1)
adjust the stock option conversion formulas for Ceridian employees and retirees,
decedents and certain other former Arbitron employees to remove the external
impact of the large volume of trading in Ceridian's stock as a result of the
changes in the S&P 500 and S&P 400, (2) adjust the restricted stock conversion
formulas to remove the external impact of the large volume of trading in
Ceridian's stock as a result of the changes in the S&P 500 and S&P 400, and (3)
to adjust the Arbitron stock option formulas to reflect the fact that Arbitron
traded on a post reverse spin and post reverse stock split basis after the
Distribution Date;

NOW, THEREFORE, in consideration of the foregoing premises and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

1.       Section 5.4. The text of Section 5.4 shall be deleted in its entirety
         and be replaced with the following:

         "5.4 Corporation Stock Option Plans. The Corporation shall continue in
         effect each stock option plan under which any person holds an
         outstanding option to purchase shares of the Corporation's common stock
         after the Effective Time. Except as otherwise provided in Section 5.5,
         each Ceridian Option held by a person other than a New Ceridian
         Optionee, whether or not exercisable as of the Effective Time, shall be
         adjusted in accordance with the following rules.

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                  (a) The price to be paid for each share of Arbitron common
                  stock under the option shall be equal to the product of the
                  per share exercise price of the Ceridian Option and the
                  Arbitron Price Ratio, such product to be rounded to the
                  nearest whole cent; and

                  (b) The number of shares of Arbitron common stock to be issued
                  in the exchange shall be equal to the quotient obtained by
                  dividing the number of shares covered by the existing Ceridian
                  Option by the Arbitron Price Ratio; such quotient to be
                  rounded to the nearest full share."

2.       Section 5.5. The text of Section 5.5 shall be deleted in its entirety
         and be replaced with the following:

         "5.5 Retiree, Decedent and Other Options. Any Arbitron Option held by
         (i) a Former Arbitron Employee or Former New Ceridian Employee who was
         entitled to continue benefits as a retired employee of the Corporation
         following his or her termination of employment, (ii) a retired
         non-employee director of the Corporation, (iii) the successors of an
         individual who is deceased, or (iv) a former director of ABR
         Information Services, Inc. shall, notwithstanding the preceding
         provisions of this article, be converted to separate options to
         purchase common stock of Arbitron (an "Arbitron Retiree Option") and
         New Ceridian (a "New Ceridian Retiree Option") as follows:

                  (a) The number of shares subject to each New Ceridian Retiree
                  Option shall be equal to the product of (i) the number of
                  shares subject to the related Ceridian Option and (ii) a
                  fraction, the numerator of which is the exercise price per
                  share of the related Ceridian Option and the denominator of
                  which is the sum of (x) the exercise price per share of the
                  New Ceridian retiree Option plus (y) a fraction, the numerator
                  of which is the exercise price per share of the Arbitron
                  Retiree Option and the denominator of which is five, which
                  product shall be rounded to the nearest whole share.

                  (b) The exercise price per share of each New Ceridian Retiree
                  Option shall be equal to the product of (i) New Ceridian
                  Post-Distribution Price and (ii) a fraction, the numerator of
                  which is equal to the exercise price per share of the related
                  Ceridian Option and the denominator of which is the closing
                  price of Ceridian Common Stock on the last trading day
                  immediately before the Distribution Date, which product shall
                  be rounded to the nearest whole cent.

                  (c) The number of shares subject to each Arbitron Retiree
                  Option shall be an amount equal to the quotient of the number
                  of shares subject to each New Ceridian Retiree Option (as
                  determined under paragraph (a) above) divided by five, which
                  quotient shall be rounded to the nearest whole share.


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                  (d) The exercise price per share of each Arbitron Retiree
                  Option shall be equal to the product of (i) the Arbitron
                  Post-Distribution Stock Price by (ii) a fraction, the
                  numerator of which is the exercise price per share of the
                  related Ceridian Option and the denominator of which is the
                  closing price of Ceridian Common Stock on the last trading day
                  immediately before the Distribution Date, which product shall
                  be rounded to the nearest whole cent."

3.       Section 5.7. The text of Section 5.7 shall be deleted in its entirety
         and be replaced with the following:

         "5.7     Option Definitions. For purposes of this Article,

                  (a) "Arbitron Post-Distribution Price" shall be the quotient
                  obtained by dividing the volume-weighted average price of the
                  common stock of Arbitron during the three consecutive trading
                  days immediately following the Distribution Date.

                  (b) "Arbitron Price Ratio" shall be the quotient obtained by
                  dividing the Arbitron Post-Distribution Price by the Ceridian
                  Pre-Distribution Price.

                  (c) "Ceridian Pre-Distribution Price" shall be the
                  volume-weighted average price of the common stock of the
                  Corporation during the three consecutive trading days
                  immediately prior to the Distribution Date.

                  (d) New Ceridian Post-Distribution Price" shall be equal to
                  the opening price of common stock of New Ceridian on the first
                  trading day immediately following the Distribution Date.

                  (e) "New Ceridian Price Ratio" shall be the quotient obtained
                  by dividing the New Ceridian Post-Distribution Price by the
                  closing price of Ceridian Common Stock on the last trading day
                  immediately before the Distribution Date."

4.       Section 5.9. The text of Section 5.9 shall be deleted in its entirety
         and be replaced with the following:

         "5.9     Restricted Stock. Before the Effective Time, New Ceridian
                  shall establish (and the Corporation as sole stockholder of
                  New Ceridian shall approve) a restricted stock plan that will
                  benefit the New Ceridian Employees and the members of the
                  board of directors of New Ceridian who, as of the Effective
                  Time, hold restricted stock under one or more restricted stock
                  plans of the Corporation. The shares of New Ceridian common
                  stock issued as a distribution in respect of such shares of
                  restricted stock shall remain subject to the same restrictions
                  to which such restricted shares were subject. In addition, New
                  Ceridian shall, to the extent that the cessation of employment
                  or of a directorship with the Corporation at the Effective
                  Time causes the forfeiture of any such restricted stock,
                  provide for the distribution of shares of New Ceridian common
                  stock to the affected persons, subject to the same
                  restrictions to which the forfeited stock was subject, under
                  the new restricted stock plan. The number of shares of New
                  Ceridian common stock subject to such replacement award shall
                  be equal to the product of (i) the number


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                  of such forfeited shares of restricted stock and/or deferred
                  stock (adjusted for the one-for-five reverse stock split) by
                  (ii) a fraction, the numerator of which is the Arbitron
                  Post-Distribution Price and the denominator of which is the
                  New Ceridian Post-Distribution Price, such product to be
                  rounded to the nearest whole share."

5.       Full Force. Except as amended pursuant to this Agreement, the Personnel
         Agreement shall remain in full force and effect in accordance with its
         original terms.

6.       Definitions. To the extent a term is not defined herein, such term
         shall have the meaning provided for in the Personnel Agreement.

7.       Counterparts. This Agreement may be executed in one or more
         counterparts, all of which shall be considered one and the same
         agreement, and shall become effective when one or more such
         counterparts have been signed by each of the parties and delivered to
         the other party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as of the day and year first above written.

ARBITRON INC.                              CERIDIAN CORPORATION


By:  /s/ Dolores L. Cody                   By: /s/ Gary M. Nelson
     ---------------------------               ---------------------------------
Its: Executive Vice President              Its: Vice President, General Counsel
                                                and Secretary


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