First Declaration of Amendment to Ceridian Corp. Employees' Benefit Trust Agm't



 Exhibit 10.17 
 CERIDIAN CORPORATION 
 EMPLOYEES’ BENEFIT PROTECTION 
 TRUST AGREEMENT 
 FIRST DECLARATION OF
AMENDMENT 
 Pursuant to the retained power of amendment contained in Section 9.1 of the Ceridian Corporation Employees’ Benefit Protection Trust
Agreement (the “Trust Agreement”), Ceridian Corporation (the “Company”) and U.S. Bank National Association (the “Trustee”), formerly known as First Trust National Association, hereby amend the Trust Agreement in the
manner described below. 
  

	1.	Section 1.1 of the Trust Agreement is amended to read as follows: 

 1.1 NAME. The name of the Trust is the “Ceridian Corporation Benefit Protection Trust.” 
  

	2.	Section 1.4 (j) of the Trust Agreement is amended to read as follows: 

 (j) “Participant” means a current or former employee of the Company or Subsidiary, or a current or former director of the Company, who is a party to, or a participant under, one or more of the Plans in
accordance with their terms and conditions. 
  

	3.	Section 1.4 (l) of the Trust Agreement is amended to read as follows: 

 (l) “Plan” means any plan, program, policy or agreement pursuant to which the Company or a Subsidiary is required to provide deferred or supplemental compensation to a current or former employee of the
Company or Subsidiary or a current or former director of the Company and which is listed on Schedule 1, as such schedule may be amended from time to time by the Board. 
  


	4.	Section 1.4(n) of the Trust Agreement is amended to read as follows: 

 (n) “Subsidiary” means any corporation at least a majority of whose outstanding securities ordinarily having the right to vote at elections of directors is owned, directly or indirectly, by the Company.

  

	5.	Item 2 of Schedule 1 to the Trust Agreement is amended to read as follows: 

  

	 	2.	Ceridian Corporation Executive Investment Plan (formerly known as the Ceridian Corporation Deferred Compensation Plan) 

 The foregoing amendments are effective as of January 1, 1999. 







 To acknowledge and affirm the foregoing amendments, the Company and the Trustee have caused this instrument to be
executed by their duly authorized officers. 
  

									
	U.S. BANK NATIONAL ASSOCIATION	 		 	CERIDIAN CORPORATION
					
	By:	 	 /s/ Robert Kaufer
	 		 	By:	 	 /s/ John R. Eickhoff

	Title:	 	Vice President	 		 	Title:	 	Vice President
					
	By	 	 /s/ Joan M. Hinnenkamp
	 		 	By:	 	 /s/ Gary M. Nelson

	Title:	 	Vice President	 		 	Title:	 	Secretary

  

			
	STATE OF MINNESOTA	  	)
		  	) ss.
	COUNTY OF HENNEPIN	  	)

 On this 29th day of October, 1998, before me personally appeared John R. Eickhoff and Gary M. Nelson, to me
personally known, who, being each by me duly sworn, did say that they are respectively the Vice President and Secretary of Ceridian Corporation, the corporation named in the foregoing instrument and that the instrument was signed on behalf of the
corporation, and they acknowledged the instrument to be the free act and deed of said corporation. 
  

	
	 /s/ Maryann Noleen

	Notary
	Hennepin County, Minnesota
	My commission expires 1/31/2000


  

 2 









			
	STATE OF MINNESOTA	  	)
		  	) ss.
	COUNTY OF RAMSEY	  	)

 On this 2nd day of November, 1998, before me personally appeared Robert Kaufer and Joan Hinnenkamp, to me
personally known, who, being each by me duly sworn, did say that they are respectively the Vice President and Vice President of U.S. Bank National Association, the national banking association named in the foregoing instrument and that the
instrument was signed on behalf of the association, and they acknowledged the instrument to be the free act and deed of the association. 
  

	
	 /s/ Kathleen Donnelly

	Notary
	Ramsey County, Minnesota
	My commission expires 1/31/2000


 This document was drafted by 
 OPPENHEIMER WOLFF & DONNELLY LLP 
 3400 Plaza VII Building 
 45 South Seventh Street 
 Minneapolis, Minnesota 55402