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                          TRANSITION SERVICES AGREEMENT

         THIS TRANSITION SERVICES AGREEMENT, dated as of February 14, 2001, by
and between Ceridian Corporation, a Delaware corporation to be renamed Arbitron
Inc. ("CERIDIAN"), and New Ceridian Corporation, a Delaware corporation to be
renamed Ceridian Corporation ("NEW CERIDIAN").

         WHEREAS, Ceridian and New Ceridian have entered into a Distribution
Agreement (as defined below);

         WHEREAS, prior to the Distribution Date (as defined in the Distribution
Agreement), Ceridian, acting through its direct and indirect Subsidiaries (as
defined in the Distribution Agreement) and divisions, conducted the Human
Resources Business, the Comdata Business and the Media Information Business
(each as defined in the Distribution Agreement);

         WHEREAS, pursuant to the Distribution Agreement, Ceridian will
reorganize its business by separating from Ceridian the Human Resources Business
and the Comdata Business by (a) causing the Human Resources Business and the
Comdata Business to be owned and conducted, directly or indirectly, by New
Ceridian and its Subsidiaries, and (b) causing the Media Information Business to
continue to be owned and conducted, directly or indirectly, by Ceridian and its
remaining Subsidiaries;

         WHEREAS, prior to the Distribution Date, the Media Information Business
received various support services from the Human Resource Business and the
Comdata Business; and

         WHEREAS, following the Distribution Date, Ceridian and New Ceridian
desire that for purposes of continuity and transition New Ceridian continue to
provide certain services to Ceridian and its Subsidiaries, such services to be
provided in a manner as historically provided prior to the Distribution Date,
and on the terms and conditions as set forth in this Agreement and the Schedule
attached hereto.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, the parties hereby agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

1.1      GENERAL. Capitalized terms used herein and not otherwise defined herein
         shall have the meanings assigned to such terms in the Distribution
         Agreement.

1.2      DEFINITIONS. As used in this Agreement, the following terms shall have
         the following meanings:

         (a)      "CONFIDENTIAL INFORMATION" means any and all information
                  disclosed to the receiving party by a disclosing party
                  concerning such disclosing party or information regarding
                  other parties in the disclosing party's possession, custody or
                  under its control, in any form whatsoever, including without
                  limitation, visual, oral, graphic, electronic or model form.


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         (b)      "CONTACT PERSONS" means the persons set forth opposite each
                  Service on Schedule A attached to this Agreement, or such
                  persons' successors or substitute, who have been designated by
                  Ceridian and New Ceridian to handle all matters relating to
                  such Service.

         (c)      "DISTRIBUTION AGREEMENT" means that certain Distribution
                  Agreement, dated February 14, 2001, by and between Ceridian
                  and New Ceridian.

         (d)      "EMPLOYEE BENEFITS INFORMATION" means information relating to
                  the administration of Ceridian's and New Ceridian's employee
                  benefit programs as provided in Schedule A attached to this
                  Agreement, including, but not limited to, information and/or
                  data submitted for reimbursement of, or in support of, any
                  benefits claims (including but not limited to health,
                  counseling, medical, dental or disability claims).

         (e)      "SERVICE" or "SERVICES" means each of the services described
                  in Schedule A attached to this Agreement to be provided by or
                  on behalf of New Ceridian to Ceridian pursuant to the terms
                  and conditions of this Agreement.

         (f)      "SERVICE CHARGE" shall have the meaning given such term in
                  Section 4.1 of this Agreement.

         (g)      "SERVICE DESCRIPTION" means the description of each individual
                  Service respectively provided in Schedule A to this Agreement.

         (h)      "STANDARD OF CARE" shall have the meaning given such term in
                  Section 2.2 of this Agreement.

         (i)      "TERM" shall have the meaning given such term in Section 3.1
                  of this Agreement.

                                   ARTICLE 2.

                                    SERVICES

2.1      SERVICES TO BE PROVIDED. In addition to any obligation New Ceridian has
         to perform services for Ceridian pursuant to the Distribution Agreement
         and subject to the terms of this Agreement, New Ceridian will provide,
         or will cause a Subsidiary of New Ceridian to provide, to Ceridian or a
         Subsidiary of Ceridian the Services during the Term in a manner and at
         a level of service consistent in all material respects with the
         services provided to the Media Information Business as it existed prior
         to the Distribution Date.

2.2      STANDARD OF CARE. New Ceridian shall provide such Services exercising
         the same degree of care, priority and diligence as it exercises in
         performing the same or similar services for itself and its Affiliates
         (collectively, the "STANDARD OF CARE").

2.3      MODIFICATION OF SERVICES. Schedule A to this Agreement identifies the
         Services to be provided by New Ceridian and, subject to the mutual
         agreement of the parties hereto acting reasonably, it may be amended
         from time to time, to add any additional Services or to modify or
         delete Services. During the Term, service upgrades and improvements
         which New Ceridian provides to its own internal organizations will be
         made available to


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         Ceridian to the extent that the parties mutually agree upon the price
         for any such upgrade or improvement.

2.4      INDEPENDENCE. Unless otherwise agreed in writing, all employees and
         representatives of New Ceridian will be deemed for purposes of all
         compensation and employee benefits matters to be employees or
         representatives of New Ceridian and not employees or representatives of
         Ceridian. In performing the Services, such employees and
         representatives will be under the direction, control and supervision of
         New Ceridian (and not Ceridian) and New Ceridian will have the sole
         right to exercise all authority with respect to the employment
         (including, without limitation, termination of employment), assignment
         and compensation of such employees and representatives.

2.5      NON-EXCLUSIVITY. Nothing in this Agreement shall preclude Ceridian from
         obtaining, in whole or in part, services of any nature that may be
         obtainable from New Ceridian, from its own employees or from providers
         other than New Ceridian.

2.6      COOPERATION. Ceridian shall, in a timely manner, take all such actions
         as may be reasonably necessary or desirable in order to enable or
         assist New Ceridian in the provision of the Services, including, but
         not limited to, providing necessary information and specific written
         authorizations and consents, and New Ceridian shall be relieved of its
         obligations hereunder to the extent that Ceridian's failure to take any
         such action renders performance by New Ceridian of such obligations
         unlawful or impracticable.

2.7      LIMITATION ON SERVICES. New Ceridian shall not be required to expand
         its facilities, incur new long-term capital expenses or employ
         additional personnel in order to provide the Services to Ceridian.
         Furthermore, New Ceridian shall not be obligated to provide Services
         hereunder that are greater in nature and scope than the comparable
         services provided by New Ceridian to Ceridian prior to the Distribution
         Date, or that are greater in nature or scope than comparable services
         provided by New Ceridian during the Term to its own internal
         organizations, except as may be specifically provided on Schedule A to
         this Agreement.

2.8      PERSONNEL. In providing the Services, New Ceridian as it deems
         necessary or appropriate in its sole discretion, may (a) use the
         personnel of New Ceridian or its Affiliates, and (b) employ the
         services of third parties to the extent such third party services are
         routinely utilized to provide similar services to other businesses of
         New Ceridian or are reasonably necessary for the efficient performance
         of any of such Services. Ceridian may retain at its own expense its own
         consultants and other professional advisers.

2.9      RIGHT TO DETERMINE PRIORITY. If there is an unavoidable conflict
         between the immediate needs of New Ceridian and those of Ceridian as to
         the use of or access to a particular Service to be provided by New
         Ceridian, New Ceridian shall have the right, in its sole discretion, to
         establish reasonable priorities, at particular times and under
         particular circumstances, as between New Ceridian and Ceridian. In any
         such situation, New Ceridian shall provide notice to Ceridian of the
         establishment of such priorities at the earliest practicable time.

                                   ARTICLE 3.

                              TERM AND TERMINATION


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3.1      TERM. This Agreement shall become effective on the Distribution Date
         and shall remain in force for a period of one year (the "TERM"), unless
         terminated earlier pursuant to Section 3.2 below. Ceridian shall not
         have any obligation to continue to use any of the Services and may
         delete any Service from Schedule A that New Ceridian is providing to
         Ceridian by giving New Ceridian sixty (60) days notice thereof. In the
         event any Service is terminated by Ceridian, Schedule A shall be
         amended to reflect such amendment to the Services.

3.2      TERMINATION.

         (a)      TERMINATION WITHOUT CAUSE. The obligation of New Ceridian to
                  provide or cause to be provided each Service to be provided
                  hereunder shall terminate on the earliest to occur of:

                  (i)      The expiration of the Term;

                  (ii)     The expiration of the term (including any available
                           renewal term) during which such Service is to be
                           provided as specified in Schedule A, each such term
                           to commence on the Distribution Date;

                  (iii)    The date sixty (60) days following written notice
                           from New Ceridian that New Ceridian is discontinuing
                           permanently the provision of a Service to its own
                           internal organizations;

                  (iv)     The date sixty (60) days (or such longer period as is
                           specified in Schedule A) after New Ceridian receives
                           written notice that Ceridian no longer desires that a
                           Service be provided; or

                  (v)      The date of termination pursuant to Section 3.2(b).

         (b)      TERMINATION FOR CAUSE. Subject to Section 7.3, if either party
                  hereto shall fail to adequately perform in any material
                  respect any of its material obligations under this Agreement
                  (other than a payment default) (the "DEFAULTING PARTY"), the
                  other party entitled to the benefit of such performance (the
                  "NON-DEFAULTING PARTY") may give thirty (30) days' written
                  notice to the Defaulting Party specifying the nature of such
                  failure or default and stating that the Non-Defaulting Party
                  intends to terminate this Agreement, either in its entirety or
                  partially as set forth in Section 3.2(c), if such failure or
                  default is not cured within thirty (30) days of such written
                  notice. If any failure or default so specified is not cured
                  within such 30-day period, the Non-Defaulting Party may elect
                  to immediately terminate this Agreement in whole or in part
                  with respect to the Defaulting Party; provided, however, that
                  if the failure or default relates to a dispute contested in
                  good faith by the Defaulting Party, the Non-Defaulting Party
                  may not terminate this Agreement pending the resolution of
                  such dispute in accordance with Section 7.4 hereof. Such
                  termination shall be effective upon giving a written notice of
                  termination from the Non-Defaulting Party to the Defaulting
                  Party and shall be without prejudice to any other remedy which
                  may be available to the Non-Defaulting Party against the
                  Defaulting Party.


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         (c)      PARTIAL TERMINATION. Under circumstances specified in Section
                  3.2(b) entitling the Non-Defaulting Party to terminate this
                  Agreement in its entirety, the Non-Defaulting Party shall have
                  the following options to partially terminate this Agreement
                  upon the same notice provisions as specified in Section
                  3.2(b):

                  (i)      If the default relates to the payment for a Service,
                           New Ceridian may terminate this Agreement as to the
                           provision of that Service or all Services to
                           Ceridian, but continue this Agreement in all other
                           respects; or

                  (ii)     If the default relates to the provision of a Service,
                           Ceridian may terminate this Agreement as to the
                           provision of that Service or all Services by New
                           Ceridian, but continue this Agreement in all other
                           respects.

3.3      EFFECT OF TERMINATION.

         (a)      Ceridian specifically agrees and acknowledges that all
                  obligations of New Ceridian to provide each Service for which
                  New Ceridian is responsible hereunder shall immediately cease
                  upon the termination of this Agreement. Upon the cessation of
                  New Ceridian's obligation to provide any Services, Ceridian
                  shall immediately cease using, directly or indirectly, such
                  Service (including, without limitation, any and all software
                  of New Ceridian or third party software provided through New
                  Ceridian, telecommunications services or equipment, or
                  computer systems or equipment).

         (b)      Upon termination of a Service with respect to which New
                  Ceridian holds books, records or files, including current or
                  archived copies of computer files, owned by Ceridian and used
                  by New Ceridian in connection with the provision of a Service
                  to Ceridian, New Ceridian will return all of such books,
                  records or files as soon as reasonably practicable; provided,
                  however, that New Ceridian may make a copy, at its expense, of
                  such books, records or files for archival purposes only.

         (c)      Without prejudice to the survival of the other agreements of
                  the parties, the following obligations shall survive the
                  termination of this Agreement: (a) the obligations of each
                  party under Section 3.3(b) and Articles 5 and 6, and (b) New
                  Ceridian's right to receive the Service Charges for the
                  Services provided by it hereunder pursuant to Section 4.1
                  below incurred prior to the effective date of termination.


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                                   ARTICLE 4.

                                  COMPENSATION

4.1      SERVICE CHARGE. As consideration for the provision of the Services,
         Ceridian shall, for each Service performed, pay New Ceridian the
         applicable fee for such Service set forth in Schedule A to this
         Agreement, plus any additional charges as described below (such fee and
         any additional charges being collectively referred to in this Agreement
         as the "SERVICE CHARGE" for such Service. The fee for each Service
         provided by New Ceridian shall be either (a) a base fee, as specified
         in Schedule A, or (b) if not otherwise specified on Schedule A, New
         Ceridian's fully loaded cost for such Service. Unless otherwise stated
         in Schedule A, such allocations shall be made on a basis consistent
         with the allocation methodology used by New Ceridian immediately prior
         to the Distribution Date, which shall include a fair and reasonable
         allocation for New Ceridian's employee benefit costs relating to
         employees, and for New Ceridian's facilities and other overhead. In
         addition to the Service Charge for such Services, New Ceridian shall
         also be entitled to reimbursement from Ceridian upon receipt of
         reasonable supporting documentation for all out-of-pocket expenses
         incurred in connection with New Ceridian's provision of the Services
         which are not included as part of the normal allocated cost. In the
         event the Service is terminated, the Service Charge will be prorated
         for the number of days of Service received in the calendar month (based
         on a thirty day month) in which the Service is terminated.

4.2      INVOICING AND PAYMENTS.

         (a)      INVOICES. After the end of each month, New Ceridian, together
                  with its Affiliates and/or Subsidiaries providing Services
                  will submit one invoice to Ceridian for all Services provided
                  to Ceridian and Ceridian's Subsidiaries by New Ceridian during
                  such month. Such monthly invoices shall be issued when New
                  Ceridian issues its invoices in the ordinary course of its
                  business. Each invoice shall include a summary list of the
                  previously agreed upon Services for which there are fixed
                  dollar fees, together with documentation supporting each of
                  the invoiced amounts that are not covered by the fixed fee
                  agreements. The total amount set forth on such summary list
                  and such supporting detail shall equal the invoice total, and
                  will be provided under separate cover apart from the invoice.
                  All invoices shall be sent to the attention of Ceridian at the
                  address set forth in Section 7.8 hereof or to such other
                  address as Ceridian shall have specified by notice in writing
                  to New Ceridian.

         (b)      PAYMENT. Payment of all invoices in respect of Service shall
                  be made by check or electronic funds transmission in U.S.
                  Dollars, without any offset or deduction of any nature
                  whatsoever, within thirty (30) days of the invoice date.
                  Invoices unpaid as of such date shall accrue interest at an
                  annual rate of the lower of (i) two percentage points higher
                  than the reference rate publicly announced from time to time
                  by Bank of America, N.A. or (ii) the highest possible rate
                  allowed by applicable law. All payments shall be made to the
                  account designated by New Ceridian to Ceridian, with written
                  confirmation of payment sent by facsimile to New Ceridian or
                  other person designated thereby. If any payment is not paid
                  when due, New Ceridian shall have the right, without any
                  liability to Ceridian, or anyone claiming by or through
                  Ceridian, upon thirty (30) days' notice, to cease


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                  providing any or all of the Services provided by New
                  Ceridian to Ceridian, which right may be exercised by New
                  Ceridian in its sole and absolute discretion.

4.3      TAXES. To the extent not included directly in the price New Ceridian
         charges for Services, Ceridian shall pay to New Ceridian the amount of
         any taxes or charges set forth in (a) through (c) of this Section 4.3
         imposed now or in the future by any Governmental Authority including
         any increase in any such tax or charge imposed on New Ceridian after
         the Distribution Date and during the Term of this Agreement.

         (a)      Any applicable sales, use, gross receipts, value added or
                  similar tax that is imposed as a result of, or measured by,
                  any Service rendered hereunder unless covered by an exemption
                  certificate.

         (b)      Any applicable real or personal property taxes, including any
                  special assessments, and any impositions imposed on New
                  Ceridian in lieu of or in substitution for such taxes on any
                  property used in connection with any Service rendered
                  hereunder.

         (c)      Any other governmental taxes, duties and/or charges of any
                  kind, excluding any income or franchise taxes imposed on New
                  Ceridian, which New Ceridian is required to pay with respect
                  to any Service rendered hereunder.

4.4      DISPUTED AMOUNTS. In the event Ceridian disputes the accuracy of any
         invoice, Ceridian shall pay the undisputed portion of such invoice and
         the parties hereto will promptly meet and seek to resolve the disputed
         amount of the invoice. If Ceridian fails to pay any undisputed amount
         owed under this Agreement, Ceridian shall correct such failure promptly
         following notice of the failure, and shall pay New Ceridian interest on
         the amount paid late at an annual interest rate equal to the lower of
         (i) two percentage points higher than the reference rate publicly
         announced from time to time by Bank of America, N.A. or (ii) the
         highest possible rate allowed by applicable law, prorated for the
         number of days such overdue amounts are outstanding.

                                   ARTICLE 5.

                                 CONFIDENTIALTY

5.1      CONFIDENTIALITY OBLIGATION. Each of the parties hereto agrees to keep
         confidential and neither disclose to others nor use (or permit the use
         of), except as permitted in this Agreement, any Confidential
         Information or Employee Benefits Information received from the other
         party pursuant to this Agreement, and shall keep, and shall cause its
         consultants and advisors to keep, confidential all Confidential
         Information and Employee Benefits Information received pursuant to or
         in connection with this Agreement.

5.2      LIMITS ON DISCLOSURE. The receiving party shall treat all Confidential
         Information and Employee Benefits Information in the same manner and
         with the same degree of care (but in any event with no less of a degree
         of care than is reasonable for such information) as it uses with
         respect to its own Confidential Information and Employee Benefits
         Information of like nature, and shall disclose Confidential Information
         and Employee Benefits Information of the other party only to its
         employees and agents who have a need to know it.


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5.3      EXCEPTIONS. The obligations set forth in this Article 5 shall not apply
         with respect to any Confidential Information which:

         (a)      Is generally available to the public or subsequently becomes
                  generally available to the public through no breach by the
                  receiving party of its obligations under this Agreement or any
                  prior agreements between the parties hereto concerning
                  confidentiality;

         (b)      Is received from a third party who is legally free to disclose
                  such Confidential Information and who did not receive such
                  Confidential Information in confidence from the disclosing
                  party; or

         (c)      Is independently developed by the receiving party without
                  reference to the Confidential Information received from the
                  disclosing party.

5.4      PERMITTED DISCLOSURES. Notwithstanding any provision of this Article 5
         to the contrary, in exercising the rights granted under this Agreement,
         New Ceridian may disclose Confidential Information to third parties for
         the purpose of obtaining Services permitted hereunder; provided,
         however, that (i) New Ceridian provides prior written notice to
         Ceridian setting forth the name of the third party and the reason for
         the disclosure, and (ii) any such third party to whom such Confidential
         Information is disclosed shall have first entered into a written
         agreement imposing such obligations on the third party that are at
         least as stringent as those imposed on the parties to this Agreement.

5.5      SUBPOENA OR DEMAND. Notwithstanding any provision of this Article 5 to
         the contrary, a party to this Agreement may disclose Confidential
         Information and/or Employee Benefits Information pursuant to a subpoena
         or demand for production of documents in connection with any suit or
         arbitration proceeding, any administrative procedure or hearing before
         a governmental or administrative agency or instrumentality thereof, or
         any legislative hearing or other similar proceeding, provided that the
         receiving party shall promptly notify the disclosing party of the
         subpoena or demand and provided further that in such instances, the
         parties hereto use their reasonable best efforts to maintain the
         confidential nature of the Confidential Information and/or Employee
         Benefits Information by protective order or other means.

5.6      GOVERNMENT AUDIT. Notwithstanding any provision of this Article 5 to
         the contrary, a party to this Agreement may disclose Confidential
         Information (other than information which is not required by U.S.
         Government regulations to be made available to U.S. Government auditors
         (e.g., internal audit reports)) to U.S. Government auditors upon
         request during the performance of a governmental audit or review of any
         U.S. Government contract of such party in the normal course of the
         audit function and according to standard practices; provided that
         prompt notice of the disclosure of such information shall be given
         prior to such disclosure to the party from which the information was
         obtained.


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                                   ARTICLE 6.

                       LIMITATION OF LIABILITY; INDEMNITY

6.1      LIMITATION ON LIABILITY. New Ceridian shall have no liability to
         Ceridian or any third party in connection with the provision of the
         Services except to the extent such Services were provided in breach of
         New Ceridian's Standard of Care and, in such a case, only to the extent
         of the following:

         (a)      a dollar amount limited to the amount of insurance proceeds
                  paid to New Ceridian therefor from a third party insurance
                  company, and

         (b)      at the option of Ceridian, New Ceridian shall either:

                  (i)      perform again the particular Service performed in
                           breach of the Standard of Care at no cost to
                           Ceridian, or

                  (ii)     give Ceridian a refund of the portion of the Service
                           Charge attributable to the cost of performance of the
                           Service provided in breach of the Standard of Care.

         IN NO EVENT SHALL NEW CERIDIAN BE LIABLE IN CONNECTION WITH ITS
         PROVISION OF THE SERVICES FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
         DAMAGES, INCLUDING ANY FINES OR PENALTIES PAYABLE BY CERIDIAN TO ANY
         GOVERNMENT AUTHORITY, OR FOR ANY LOSS OF PROFITS OR OTHER ECONOMIC
         DAMAGES.

6.2      INDEMNITY. Ceridian hereby agrees to indemnify and hold New Ceridian
         and its Affiliates, officers, directors, agents and employees
         (collectively, the "INDEMNITEES") harmless from and against any and all
         liabilities, losses, damages, expenses, fines and penalties of any
         kind, including reasonable attorneys' fees and disbursements, incurred
         by the Indemnitees either:

         (a)      as the result of any claim made against the Indemnitees by any
                  third party arising out of New Ceridian's provision of the
                  Services (except to the extent, and only to the extent, of New
                  Ceridian's liability to Ceridian for the respective Service as
                  provided in Section 6.1 above); and/or

         (b)      arising out of Ceridian's negligence or malfeasance in
                  connection with its use of the Services.

                                   ARTICLE 7.

                                  MISCELLANEOUS

7.1      INSURANCE. Except as may otherwise be provided in the Distribution
         Agreement, New Ceridian shall procure and maintain fire, extended
         casualty, public liability, worker's compensation, employer's liability
         and such other types of insurance which are reasonably necessary to
         protect itself consistent with past practice (which may include
         self-insurance).


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7.2      AUDIT RIGHT. Upon reasonable prior written requests, Ceridian shall
         have the right to audit New Ceridian's calculations and schedules
         thereto, of the costs and expenses for the Services provided hereunder.
         Upon the request of Ceridian, New Ceridian shall provide Ceridian with
         copies of invoices relating to any third party costs and expenses
         relating to the Services.

7.3      FORCE MAJEURE. Neither Ceridian nor New Ceridian shall be liable for
         any delays in its performance hereunder caused by events beyond its
         reasonable control (each a "FORCE MAJEURE EVENT") including, without
         limitation: acts of God, acts of government, fire, equipment breakdown,
         strikes or other similar labor disputes (settlements of which shall be
         in the sole discretion of the employer), or the inability to acquire
         materials or third-party services. Upon the occurrence of any event
         which is reasonably expected to or does cause a delay in the
         performance hereunder, the person or party hereto whose performance is
         or may be delayed shall give prompt written notice thereof to the other
         party to this Agreement. The parties hereto shall use reasonable
         efforts to cooperate and minimize the impact of such Force Majeure
         Event on the provision of the Services.

7.4      DISPUTES. In the event any dispute arises out of or in connection with
         the execution, interpretation, performance or nonperformance of this
         Agreement, New Ceridian and Ceridian agree to settle such dispute as
         follows. The appropriate Contact Persons for such dispute shall
         negotiate in good faith for a reasonable period of time to settle such
         dispute; provided, however, such reasonable period shall not, unless
         otherwise agreed by the parties in writing, exceed thirty (30) days
         from the time the parties began such negotiations. If after such
         reasonable period the Contact Persons are unable to settle the dispute,
         New Ceridian and Ceridian agree to settle such dispute in accordance
         with the dispute resolution mechanism set forth in Article VI of the
         Distribution Agreement.

7.5      CONSENT TO JURISDICTION. Without limiting the provisions of Section 7.4
         hereof, each of the parties hereto irrevocably submits to the exclusive
         jurisdiction of (a) the District Court, County of Hennepin, Fourth
         Judicial District, State of Minnesota, and (b) the United States
         District Court for Minnesota in Minneapolis, Minnesota, for the
         purposes of any suit, action or other proceeding arising out of this
         Agreement or any transaction contemplated hereby. Each of the parties
         agrees to commence any action, suit or proceeding relating hereto
         either in the United States District Court for Minnesota in
         Minneapolis, Minnesota or if such suit, action or other proceeding may
         not be brought in such court for jurisdictional reasons, in the
         District Court, County of Hennepin, Fourth Judicial District, State of
         Minnesota. Each of the parties further agrees that service of any
         process, summons, notice or document by U.S. registered mail to such
         party's respective address set forth below shall be effective service
         or process for any action, suit or proceeding in Minnesota with respect
         to any matters to which it has submitted to jurisdiction in this
         Section 7.5. Each of the parties irrevocably and unconditionally waives
         any objection to the laying of venue of any action, suit or proceeding
         arising out of this Agreement or the transactions contemplated hereby
         in (i) the District Court, County of Hennepin, Fourth Judicial
         District, State of Minnesota, or (ii) the United States District Court
         for Minnesota in Minneapolis, Minnesota and hereby further irrevocably
         and unconditionally waives and agrees not to plead or claim in any such
         court that any such action, suit or proceeding brought in any such
         court has been brought in an inconvenience forum.


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7.6      BOOKS AND RECORDS. New Ceridian shall, upon reasonable notice and
         during normal business hours, allow Ceridian's financing personnel
         reasonable access to its books, records and other information necessary
         to confirm the calculation of the compensation and reimbursement due
         New Ceridian hereunder.

7.7      COMPLETE AGREEMENT; CONSTRUCTION. This Agreement, including the
         Schedule attached hereto, shall constitute the entire agreement between
         the parties with respect to the subject matter hereof and shall
         supersede all previous negotiations, commitments and writings with
         respect to such subject matter. In the event of any inconsistency
         between this Agreement and the Schedule attached hereto, the Schedule
         shall prevail.

7.8      NOTICES. All notices and other communications hereunder shall be in
         writing and hand delivered or mailed by registered or certified mail
         (return receipt requested) or sent by any means of electronic message
         transmission with delivery confirmed (by voice or otherwise) to the
         parties at the following addresses (or at such other addresses for a
         party as shall be specified by like notice) and will be deemed given on
         the date on which such notice is received:

                  TO CERIDIAN:

                     9705 Patuxent Woods Drive
                     Columbia, MD  21046-1572
                     Fax:  (412) 312-8613
                     Attn:  General Counsel

                  TO NEW CERIDIAN:

                     3311 E. Old Shakopee Road
                     Minneapolis, MN  55425-1640
                     Fax:  (952) 853-7272
                     Attn:  General Counsel

7.9      WAIVERS. The failure of any party to require strict performance by any
         other party of any provision in this Agreement will not waive or
         diminish that party's right to demand strict performance thereafter of
         that or any other provision hereof.

7.10     AMENDMENTS. Subject to the terms of Section 2.3 hereof, this Agreement
         may not be modified or amended except by an agreement in writing signed
         by each of the parties hereto.

7.11     ASSIGNMENT. This Agreement shall not be assignable, in whole or in
         part, directly or indirectly, by any party hereto without the prior
         written consent of the other parties hereto, and any attempt to assign
         any rights or obligations arising under this Agreement without such
         consent shall be void.

7.12     SUCCESSORS AND ASSIGNS. The provisions to this Agreement shall be
         binding upon, inure to the benefit of and be enforceable by the parties
         and their respective successors and permitted assigns.


                                       11

<PAGE>

7.13     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA APPLICABLE TO
         CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF MINNESOTA.

7.14     SEVERABILITY. In the event any one or more of the provisions contained
         in this Agreement should be held invalid, illegal or unenforceable in
         any respect, the validity, legality and enforceability of the remaining
         provisions contained herein and therein shall not in any way be
         affected or impaired thereby. The parties shall endeavor in good-faith
         negotiations to replace the invalid, illegal or unenforceable
         provisions with valid provisions, the economic effect of which comes as
         close as possible to that of the invalid, illegal or unenforceable
         provisions.

7.15     RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall be deemed
         or construed by the parties or any third party as creating the
         relationship of principal and agent, partnership or joint venture
         between the parties, it being understood and agreed that no provision
         contained herein, and no act of the parties, shall be deemed to create
         any relationship between the parties other than the relationship of
         buyer and seller of services nor be deemed to vest any rights, interest
         or claims in any third parties. The parties do not intend to waive any
         privileges or rights to which they may be entitled.

7.16     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 parties.

7.17     CONFLICT WITH PERSONNEL AGREEMENT. In the event of a conflict between
         the provisions of this Transition Services Agreement and the provisions
         of the Personnel Agreement, the provisions of the Personnel Agreement
         shall control.


                                       12


<PAGE>


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

                                            CERIDIAN CORPORATION

                                            By:  /s/ John R. Eickhoff
                                               --------------------------------

                                            Its: Executive Vice President and
                                                 Chief Financial Officer
                                               --------------------------------

                                            NEW CERIDIAN CORPORATION

                                            By:  /s/ Gary M. Nelson
                                               --------------------------------

                                            Its: Vice President, General
                                                 Counsel and Secretary
                                               --------------------------------




                                      13

<PAGE>


                                   SCHEDULE A

                                    SERVICES

<TABLE>
<CAPTION>


                                            DURATION OF SERVICE
                                          FOLLOWING DISTRIBUTION
SERVICE DESCRIPTION                                DATE                SERVICE CHARGE            CONTACT PERSONS(1)
----------------------------------------- ------------------------ ------------------------ -----------------------------
<S>                                       <C>                      <C>                      <C>
The following Tax Services:               One Year                 $250,000 per year        J. Burkle
                                                                                            (New Ceridian)

-    US, state and local income tax
     return preparation, including                                                          W. Walsh
     quarterly estimated tax filings                                                        (Ceridian)
     and declarations for fiscal year
     2001 for Ceridian and Scarborough
     JV

-    State and local monthly sales and
     use tax return preparation and
     filings

-    State and local property tax
     filings

-    Accounting for Income Taxes in
     accordance with FASB 109,
     including quarterly income
     tax provision computations and
     interactions with Ceridian's CPA
     firm

-    International tax planning and
     coordination with local tax
     experts and authorities

-    As necessary, quarterly and year
     end tax meetings with Ceridian's
     senior management

-    Tax research and planning as
     required

-    Includes fixed asset system

-    Includes Fixed Asset System


                                       14

<PAGE>


Stockholder Services                      Six Months               $1,000 per month         A. Stark
                                                                                            (New Ceridian)

-    Legal Transfers - includes:
       Transfer shares to another
       shareholder;                                                                         J. Dwyer (Ceridian)
       Transfer shares from a
       custodian to a minor who
       is now of age;
       Transfer shares from a
       deceased individual or
       joint tenants;
       Legal name change

-    Replacement of lost, missing,
     stolen or non-receive stock
     stock certificates

-    Escheatment of accounts

-    Tax questions regarding
     cost basis

-    Stock-splits

-    Stock exchanges from
     acquisitions

-    Historical information
     regarding financial
     information, acquisitions and
     divestitures, old stock
     and bond issue

-    Assist with transfer agent's
     shareholder database


Stock Option Administration:              Unless specifically      $2,000 per month,        S. Groehler
                                          indicated below,         regardless of the        (New Ceridian)
                                          services will be for     early termination of
                                          six months               other services           J. Dwyer
                                                                                            (Ceridian)

-    Complete the reverse spin            January 26, 2001
     adjustments and balancing
     of all Ceridian outstanding
     stock options


                                      15

<PAGE>


-    Provide a new Equity Edge software   February 15, 2001
     database (post-reverse spin of
     outstanding options; current and
     initial HR information on
     optionees; plan guidelines) to
     Ceridian

-    Prepare post-reverse spin            January 26, 2001
     conversion statements for
     Ceridian optionees

-    Complete 2000 year-end reporting     2 months
     along with W. Olson (including
     FAS 123) and balancing for
     Ceridian both for pre- and post
     reverse spin

-    Complete stock option exercises      1.5 months
     until transfer of database,
     provided Ceridian has decided
     which broker(s) they wish to use
     and how they will handle incoming
     option funds (option price and tax
     withholding), account balancing
     and journal entry transaction
     input, tax deductions and bank
     account balancing Ceridian will
     also need to decide if they will
     use newly issued shares or
     Treasury shares

-    Provide copies of agreements for    March 1, 2001
     outstanding Ceridian optionees

-    Provide backup copy of year-end     March 1, 2001
     reporting and FAS 123 reporting


                                       16

<PAGE>


-    Assist Ceridian in working with      2 months
     E*Trade or other outside
     outsourcing vendor in preparation
     for taking over administration

-    Will agree to enter in (after
     February 15, 2001) one new set of
     annual awards if determined and
     approved by Ceridian compensation
     committee prior to releasing
     Ceridian database to outsourcing
     vendor (if first vesting does not
     occur for at least 6 months from
     award date); data must be
     provided from Ceridian with all
     required information.

-    Will provide phone consulting
     services for Ceridian administrator
     and/or outsourcing vendor

EIP (Deferred Compensation)               Two Months               $1,000                   B. McDowell
Administration Services                                                                     (New Ceridian)

(assumes same plan design as New                                                            K. Ross
Ceridian)                                                                                   (Ceridian)

OPEN ENROLLMENT:

-    Determine eligibility and provide
     The Benefits Group (TBG) with a
     census report

-    TBG prepares enrollment packages

-    New Ceridian Executive
     Compensation Department (EC)
     notifies Ceridian Payroll of
     contributions


                                       17

<PAGE>


-    EC notifies Ceridian HR office to
     set deferred compensation flag on
     Ceridian HR Database

-    EC sends confirmations to Ceridian
     participants via e-mail regarding
     their contributions

-    EC provides Ceridian Pensions with
     a list of participants

NEWLY HIRED:

-    EC prepares enrollment packages
     following above procedure for newly
     eligible employees per Ceridian's
     instructions

TERMINATIONS/RETIREMENTS

-    EC notifies TBG of termination
     requesting valuation

-    TBG notifies employee requesting
     authorization for payment form be
     completed and returned

-    EC processes distribution through
     Trustee of EIP

ONGOING

-    Monthly, EC tracks contributions
     and audits bank reports

-    Quarterly, EC provides current
     addresses for quarterly reports and
     audits those reports

     Note: If different plan design,
     we would be


                                       18

<PAGE>


     interested in assisting you,
     however, we would have to
     understand what is involved before
     quoting a price.

-    Train appropriate personnel

Employee Stock Purchase Plan              Six Months               $1,000 per Offering      C. Niesen
Administration Services                                            Period                   (New Ceridian)

GENERAL:                                                           Offering Periods:        J. Marshall and J. Dwyer
-    Calculate purchase price, max                                 1/16/01 - 3/15/01        (Ceridian)
     number of shares per participant                              3/16/01 - 6/15/01
     and limit

-    Complete summary report and
     forward to Ceridian HR and Finance

-    Receive file on disk from payroll

-    Complete Merrill Lynch information
     worksheet

-    Forward disk and worksheet to
     Merrill Lynch

-    Train designated Ceridian personnel

-    Prepare Management Reports

DISQUALIFYING DISPOSITIONS:

-    Ceridian Application Services (CAS)  One Year                 $1,875 per year
     will produce a file with name/                                (includes CAS charges)
     address of Ceridian employees
     who have transferred stock during
     the year

-    Letters sent to Ceridian employees


                                      19

<PAGE>

-    Returned letters are used to
     update file who transferred or
     disposed of shares

-    Letters sent to Ceridian employees
     informing them of total dollar
     amount to be included on W2

-    Provide report to Ceridian Tax
     Dept

-    Train designated Ceridian personnel

Risk Management Consulting                Six Months               $1,000 per month         B. Glaser
                                                                                            (New Ceridian)

-    Training and consultation to
     personnel designated with this                                                         M. Reilly
     responsibility                                                                         (Ceridian)


Pension Plan Calculations Services:       Six Months               $150 per calculation     C. Dockendorf and T.
                                                                                            McNamara
-    Preparation of pension estimates                                                       (New Ceridian)
     and final calculations, including
     trustee notifications                                                                  W. Mello
                                                                                            (Ceridian)
Pension Plan Consulting Services:         Six Months               $1,000 per month         C. Dockendorf
                                                                                            (New Ceridian)

-    Assistance with establishing
     pension calculation procedures                                                         J. Marshall
     following transition services                                                          (Ceridian)

-    Miscellaneous consulting on
     pension administration


                                       20

<PAGE>


Pension Systems Support Services:         Six Months               $600 per month           D. Deraney and
                                                                                            S. Schott
-    Monthly compensation and                                                               (New Ceridian)
     demographic updates to WyPen to
     support pension calculation                                                            Arbitron System Support
     administration                                                                         (Ceridian)

Pension Plan Qualified Domestic           Six Months               $350 per QDRO per plan   C. Dockendorf
Relations Orders Services:                                         for legal review, PLUS   (New Ceridian)
                                                                   fully-loaded costs for
-    Preparation  of Qualified  Domestic                           actuarial                J. Marshall  (Ceridian)
     Relations Order (QDRO)                                        calculations, if
     calculations.                                                 required, and $100 for
                                                                   payment commencement
                                                                   administration

401(k) Asset Transfer Services:           Two Months               $2,000 per month         C. Dockendorf
                                                                                            (New Ceridian)

-    Manage records and asset transfer
     from New Ceridian 401(k) plans to                                                      J. Marshall  (Ceridian)
     Ceridian 401(k) plan

Benefits Reporting                        Six months                                        C. Dockendorf
                                                                                            (New Ceridian)

-    Training and consulting regarding
     statutory mandated reporting                                                           J. Dwyer
     requirements (5500's)                                                                  (Ceridian)


Job Pricing Services                      Six Months to            -    No charge for       T. Lynch
                                          One Year                      survey data         (New Ceridian)

-    Ceridian to have access from New                              -    Job pricings and
     Ceridian to Radford, Towers,  &                                    stock option        K. Ross
     Hewitt Exec. Comp. Surveys (Also                                   analysis (i.e.,     (Ceridian)
     Towers Stock Option Data Base)                                     grant ranges,
                                                                        grant pools,
                                                                        etc.) $300/hour


                                       21

<PAGE>


-    EC to gather and analyze market                               -    Pass-through
     data for requested Ceridian                                        charges only if
     executive positions and make                                       services of
     recommendations                                                    consulting firm
                                                                        is required

Diversity Resources Services:                                                               N. Anderson
                                                                                            (New Ceridian)

-    External and Internal Complaint      One Year                 $100 per hour
     Administration                                                                         K. Ross
                                                                                            (Ceridian)

-    Establish ADR Process                Two Months               $1,000 per month


Legislative Monitoring and Analysis       One Year                 $30,000 per year         J. O'Connell
                                                                                            (New Ceridian)

                                                                                            W. Walsh
                                                                                            (Ceridian)

</TABLE>


(1) The parties to this Agreement agree that either party may upon prior written
notice to the other party substitute or replace the Contact Persons identified
on this Schedule A.


                                      22