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[FORM OF EXECUTIVE EMPLOYMENT AGREEMENT FOR RONALD TURNER]

                              CERIDIAN CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES

                              CERIDIAN CORPORATION
                           3311 EAST OLD SHAKOPEE ROAD
                        MINNEAPOLIS, MINNESOTA 55425-1640

                                       AND

                                RONALD L. TURNER
                                  ("EXECUTIVE")

DATE:        [_____________, 2001]

RECITALS

A.       Ceridian wishes to obtain the services of Executive for the duration of
         this Agreement, and Executive wishes to provide his or her services for
         such period.

B.       Prior the date of this Agreement, Executive was an executive officer of
         Arbitron Inc., a Delaware corporation f/k/a Ceridian Corporation and
         the former parent corporation of Ceridian ("Arbitron").

C.       Ceridian desires reasonable protection of Ceridian's Confidential
         Information (as defined below).

D.       Ceridian desires assurance that Executive will not compete with
         Ceridian, engage in recruitment of Ceridian's employees or make
         disparaging statements about Ceridian after termination of employment,
         and Executive is willing to refrain from such competition, recruitment
         and disparagement.

E.       Executive desires to be assured of a minimum Base Salary (as defined
         below) from Ceridian for Executive's services for the term of this
         Agreement (unless terminated earlier pursuant to the terms of this
         Agreement).

F.       It is expressly recognized by the parties that Executive's acceptance
         of, and continuance in, Executive's position with Ceridian and
         agreement to be bound by the terms of this Agreement represents a
         substantial commitment to Ceridian in terms of Executive's

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         personal and professional career and a foregoing of present and
         future career options by Executive, for all of which Ceridian
         receives substantial value.

G.       The parties recognize that a Change of Control (as defined below) may
         result in material alteration or diminishment of Executive's position
         and responsibilities and substantially frustrate the purpose of
         Executive's commitment to Ceridian and forebearance of career options.

H.       The parties recognize that in light of the above-described commitment
         and forebearance of career options, it is essential that, for the
         benefit of Ceridian and its stockholders, provision be made for a
         Change of Control Termination (as defined below) in order to enable
         Executive to accept and effectively continue in Executive's position in
         the face of inherently disruptive circumstances arising from the
         possibility of a Change of Control of the Parent Corporation (as
         defined below), although no such change is now contemplated or
         foreseen.

I.       The parties wish to replace any and all prior agreements and
         undertakings with respect to Executive's employment and Change of
         Control occurrences and compensation.

NOW, THEREFORE, in consideration of Executive's acceptance of and continuance in
Executive's employment for the term of this Agreement and the parties' agreement
to be bound by the terms contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

1.01     "BASE SALARY" shall mean regular cash compensation paid on a periodic
         basis exclusive of benefits, bonuses or incentive payments.

1.02     "BOARD" shall mean the Board of Directors of Parent Corporation.

1.03     "CERIDIAN" shall mean Ceridian Corporation, a Delaware corporation
         f/k/a New Ceridian Corporation, and, except as otherwise provided in
         Article VIII and Section 9.02 of Article IX,

         (a)      any Subsidiary (as that term is defined in Section 1.07); and

         (b)      any successor in interest by way of consolidation, operation
                  of law, merger or otherwise.

1.04     "CONFIDENTIAL INFORMATION" shall mean information or material of
         Ceridian which is not generally available to or used by others, or the
         utility or value of which is not generally

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         known or recognized as standard practice, whether or not the
         underlying details are in the public domain, including:

         (a)      information or material relating to Ceridian and its business
                  as conducted or anticipated to be conducted; business plans;
                  operations; past, current or anticipated services, products or
                  software; customers or prospective customers; relations with
                  business partners or prospective business partners; or
                  research, engineering, development, manufacturing, purchasing,
                  accounting, or marketing activities;

         (b)      information or material relating to Ceridian's inventions,
                  improvements, discoveries, "know-how," technological
                  developments, or unpublished writings or other works of
                  authorship, or to the materials, apparatus, processes,
                  formulae, plans or methods used in the development,
                  manufacture or marketing of Ceridian's services, products or
                  software;

         (c)      information on or material relating to Ceridian which when
                  received is marked as "proprietary," "private," or
                  "confidential;"

         (d)      trade secrets of Ceridian;

         (e)      software of Ceridian in various stages of development,
                  software designs, web-based solutions, specifications,
                  programming aids, programming languages, interfaces, visual
                  displays, technical documentation, user manuals, data files
                  and databases of Ceridian; and

         (f)      any similar information of the type described above which
                  Ceridian obtained from another party and which Ceridian treats
                  as or designates as being proprietary, private or
                  confidential, whether or not owned or developed by Ceridian.

         Notwithstanding the foregoing, "Confidential Information" does not
         include any information which is properly published or in the public
         domain; provided, however, that information which is published by or
         with the aid of Executive outside the scope of employment or contrary
         to the requirements of this Agreement will not be considered to have
         been properly published, and therefore will not be in the public domain
         for purposes of this Agreement.

1.05     "DISABILITY" shall mean the inability of Executive to perform his or
         her duties under this Agreement because of illness or incapacity for a
         continuous period of six months.

1.06     "PARENT CORPORATION" shall mean Ceridian Corporation and, except as
         otherwise provided in Article VIII and Section 9.02 of Article IX, any
         successor in interest by way of consolidation, operation of law, merger
         or otherwise. "Parent Corporation" shall not include any Subsidiary.

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1.07     "SUBSIDIARY" shall mean: (a) any corporation at least a majority of
         whose securities having ordinary voting power for the election of
         directors (other than securities having such power only by reason of
         the occurrence of a contingency) is at the time owned by Parent
         Corporation and/or one or more Subsidiaries; and (b) any division or
         business unit (or portion thereof) of Parent Corporation or a
         corporation described in clause (a) of this Section 1.07.

                                   ARTICLE II

                           EMPLOYMENT, DUTIES AND TERM

  2.01   EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
         Ceridian hereby employs Executive, and Executive accepts such
         employment.

 2.02    DUTIES. Executive shall devote his or her full-time and best efforts to
         Ceridian and to fulfilling the duties of his or her position which
         shall include such duties as may from time to time be assigned him or
         her by Ceridian, provided that such duties are reasonably consistent
         with Executive's education, experience and background. Executive shall
         comply with Ceridian's policies and procedures to the extent they are
         not inconsistent with this Agreement in which case the provisions of
         this Agreement prevail.

 2.03    TERM. Subject to the provisions of Articles IV, VII, and VIII, this
         Agreement and Executive's employment shall continue until the later of:
         (a) [___________, 2004], and (b) two years after a Change of Control
         which occurs prior to [____________, 2004] ("Initial Term"). Upon
         expiration of the Initial Term and subject to the provisions of
         Articles IV, VII and VIII, this Agreement and Executive's employment
         shall be automatically extended for successive three year periods.

                                   ARTICLE III

                            COMPENSATION AND EXPENSES

3.01     BASE SALARY. For all services rendered under this Agreement during the
         term of this Agreement, Ceridian shall pay Executive a minimum Base
         Salary at the annual rate currently being paid or, if Executive is not
         currently in Ceridian's employ, at the annual rate specified in the
         written offer of employment. If Executive's salary is increased from
         time to time during the term of this Agreement, the increased amount
         shall be the Base Salary for the remainder of the term.

3.02     BONUS AND INCENTIVE. Bonus or incentive compensation shall be at the
         sole discretion of Ceridian. Except as otherwise provided in Article
         VII, Ceridian shall have the right, in accordance with their terms, to
         alter, amend or eliminate any bonus or incentive plans, or Executive's
         participation therein, without compensation to Executive.

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3.03     BUSINESS EXPENSES. Ceridian shall, consistent with its policies in
         effect from time to time, bear all ordinary and necessary business
         expenses incurred by Executive in performing his or her duties as an
         employee of Ceridian, provided that Executive accounts promptly for
         such expenses to Ceridian in the manner prescribed from time to time by
         Ceridian.

3.04     SUPPLEMENTAL RETIREMENT BENEFIT.

         (a)      ENTITLEMENT.

                  (1)      TERMINATION OF EMPLOYMENT. Subject to Sections
                           3.04(a)(2), 3.04(a)(3) and 3.04(a)(4), Executive
                           shall be entitled to a supplemental retirement
                           benefit pursuant to this Section 3.04 following his
                           termination of employment with Ceridian at any time
                           for any reason.

                  (2)      FORFEITURE. Executive or his surviving spouse, as the
                           case may be, shall not be entitled to receive or
                           retain a supplemental retirement benefit pursuant to
                           this Section 3.04 if (A) Executive's employment with
                           Ceridian terminates or is terminated for any reason
                           prior to his attainment of age 62 and (B) Executive
                           breached or breaches any of his obligations arising
                           under Articles V or VI of this Agreement. If, after
                           Executive or his surviving spouse, as the case may
                           be, has received a benefit pursuant to this Section
                           3.04, Ceridian determines that Executive is not
                           entitled to the benefit, Executive or his surviving
                           spouse, as the case may be, shall promptly repay to
                           Ceridian the benefit payment previously received
                           pursuant to this Section 3.04 together with interest
                           on such payment for the period beginning on the date
                           on which it was paid to Executive or his surviving
                           spouse, as the case may be, and ending on the date on
                           which it is repaid to Ceridian at the prime rate of
                           interest (or such comparable index as may be adopted)
                           established from time to time by the Bank of America
                           National Trust and Savings Association, New York, New
                           York, or its successor in interest, as in effect from
                           time to time during the period in question.

                  (3)      DEATH. Except as provided in Section 3.04(d), no
                           benefit shall be paid pursuant to this Section 3.04
                           to Executive or any other person if Executive's
                           employment with Ceridian terminates because of
                           Executive's death or if Executive dies after his
                           termination of employment with Ceridian but before
                           his supplemental retirement benefit pursuant to this
                           Section 3.04 is paid to Executive.

                  (4)      OTHER CONDITIONS. As a condition to receiving any
                           benefit pursuant to this Section 3.04, Executive or
                           his surviving spouse, as the case may be, agrees to
                           provide to Ceridian on a timely basis any such
                           information as

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                           Ceridian may reasonably request to determine the
                           entitlement of Executive or his surviving spouse,
                           as the case may be, to a benefit pursuant to this
                           Section 3.04 or the amount or timing of the
                           benefit payment or to resolve any other issue or
                           assist Ceridian in making any determination
                           regarding the benefit.

         (b)      COMMENCEMENT AND FORM. The benefit pursuant to this Section
                  3.04 shall be paid on or as soon as administratively
                  practicable after the Determination Date in the form of a lump
                  sum cash payment.

         (c)      AMOUNT.

                  (1)      DETERMINATION DATE ON OR AFTER AGE 60. If the
                           Determination Date is on or after the date on which
                           Executive attains age 60, the amount of Executive's
                           benefit pursuant to this Section 3.04 shall be a lump
                           sum amount that is actuarially equivalent to a
                           monthly benefit, paid in the Normal Form and
                           commencing as of the Determination Date, equal to
                           one-twelfth of the excess of:

                           (A)      the sum of

                                    (i)     the product of Executive's Final
                                            Average Pay multiplied by his Years
                                            of Service through the calendar year
                                            during which he attains age 62 (or,
                                            if earlier, through the date on
                                            which he terminates employment)
                                            multiplied by .025 plus

                                    (ii)    the product of Executive's Final
                                            Average Pay multiplied by his Years
                                            of Service, if any, following the
                                            calendar year during which he
                                            attains age 62 multiplied by .0167;

                                    over

                           (B) the Offset Amount.

                  (2)      DETERMINATION DATE BEFORE AGE 60. If the
                           Determination Date is before the date on which
                           Executive attains age 60, the amount of Executive's
                           benefit pursuant to this Section 3.04 shall be a lump
                           sum amount that is actuarially equivalent to a
                           monthly benefit, paid in the Normal Form and
                           commencing as of the Determination Date, equal to
                           one-twelfth of the excess of:

                           (A)      the product of Executive's Final Average Pay
                                    multiplied by his Years of Service
                                    multiplied by .025, reduced by one-fourth of
                                    one percent for each month by which the
                                    Determination Date precedes the first day of
                                    the month coinciding with or next following
                                    the date on which Executive attains age 60;

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                                    over

                           (B) the Offset Amount.

                  (3)      ACTUARIAL EQUIVALENCE. For the purpose of this
                           Section 3.04(c), actuarial equivalence for a given
                           Determination Date shall be based on the annual
                           interest rate on 30-year Treasury securities for the
                           month of November of the calendar year immediately
                           preceding the calendar year that includes the
                           Determination Date, as determined in accordance with
                           published guidance from the Internal Revenue Service
                           pursuant to Section 417(e)(3) of the Code (as defined
                           in Section 7.1(e)) and mortality rates per the
                           "applicable mortality table" published in Revenue
                           Ruling 95-6 or other applicable guidance from the
                           Internal Revenue Service pursuant to Section
                           417(e)(3) of the Code in effect as of the
                           Determination Date.

         (d)      DEATH BENEFITS.

                  (1)      DEATH BEFORE DETERMINATION DATE. If Executive dies
                           before the Determination Date, his surviving spouse,
                           if any, shall, subject to Sections 3.04(a)(2) and
                           3.04(a)(4), be entitled to a surviving spouse
                           benefit. The benefit shall be paid to Executive's
                           surviving spouse on or as soon as administratively
                           practicable after the Determination Date in the form
                           of a lump sum cash payment. The amount of the
                           surviving spouse benefit pursuant to this Section
                           3.04(d)(1) shall be equal to fifty percent (50%) of
                           the amount of the supplemental retirement benefit
                           that would have been paid to Executive pursuant to
                           this Section 3.04 had he terminated employment on the
                           date of his death (or, if earlier, on the actual date
                           on which he terminated employment) and lived until he
                           received his supplemental retirement benefit. If
                           Executive's surviving spouse dies after becoming
                           entitled to a surviving spouse benefit pursuant to
                           this Section 3.04(d)(1) but before the benefit is
                           paid to the surviving spouse, the benefit shall be
                           paid to the surviving spouse's estate at the same
                           time the benefit would have been paid to the
                           surviving spouse had she lived.

                  (2)      DEATH ON OR AFTER DETERMINATION DATE. If Executive
                           dies on or after the Determination Date but before
                           payment of his supplemental retirement benefit
                           pursuant to this Section 3.04, the benefit that would
                           have been paid to Executive had he lived shall,
                           subject to Sections 3.04(a)(2) and 3.04(a)(4), be
                           paid to Executive's estate at the same time the
                           benefit would have been paid to Executive had he
                           lived.

         (e)      NONASSIGNABILITY. The benefit pursuant to this Section 3.04
                  and the right to receive a future benefit pursuant to this
                  Section 3.04 may not be anticipated, alienated, sold,
                  transferred, assigned, pledged, encumbered or subjected to any
                  charge or legal process.

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         (f)      RABBI TRUST. Ceridian may, but is not required to, provide for
                  payment of the benefit pursuant to this Section 3.04 through a
                  trust. The trust must (1) be a grantor trust with respect to
                  which Ceridian is treated as the grantor, (2) not cause
                  benefits under this Section 3.04 to be funded for federal
                  income tax purposes or for purposes of the Employee Retirement
                  Income Security Act of 1974, as amended, and (3) provide that
                  trust assets will, upon Ceridian's insolvency, be used to
                  satisfy the claims of Ceridian's general creditors. If
                  Ceridian elects to provide benefits through such a trust,
                  neither Executive nor his surviving spouse shall have any
                  interest in the assets of the trust.

         (g)      NATURE OF INTEREST. Nothing contained in this Section 3.04 is
                  to be construed as providing for assets to be held for the
                  benefit of Executive or his surviving spouse. If Executive or
                  his surviving spouse acquires a right to receive benefit
                  payments pursuant to this Section 3.04, that right is no
                  greater than the right of any unsecured general creditor of
                  Ceridian.

         (h)      DETERMINATIONS. Ceridian shall make all determinations as to
                  entitlement, amount and timing of any benefit payment pursuant
                  to this Section 3.04. Ceridian shall have discretionary power
                  and authority to interpret, construe, apply, enforce and
                  otherwise administer the terms of this Section 3.04 and any
                  reasonable determination made by Ceridian in good faith shall
                  be binding and conclusive on Executive and his surviving
                  spouse. Any determination by Ceridian denying a claim by
                  Executive or his surviving spouse shall be stated in writing
                  and shall set forth the specific reason for the denial.
                  Ceridian shall afford a reasonable opportunity to the claimant
                  for a full and fair review of the determination denying the
                  claim. A claimant must exhaust the procedure described in this
                  Section 3.04(h) before pursuing the claim in any other
                  proceeding.

         (i)      SPECIAL DEFINITIONS. The definitions set forth in this Section
                  3.04(i) apply in construing this Section 3.04 unless the
                  context otherwise indicates. Other terms used in this Section
                  3.04 have the meanings ascribed to them in Article I of this
                  Agreement. In addition, the general provisions of Article IX
                  of this Agreement apply to this Section 3.04 unless the
                  context otherwise indicates.

                  (1)      "CERIDIAN" means, for purposes of Sections
                           3.04(a)(4), 3.04(f), and 3.04(h), Ceridian
                           Corporation and any successor in interest by way of
                           consolidation, operation of law, merger or otherwise,
                           but not any Subsidiary.

                  (2)      "DETERMINATION DATE means the first day of the fourth
                           calendar month following Executive's termination of
                           employment with Ceridian.

                  (3)      "FINAL AVERAGE PAY" means Executive's "final average
                           pay" as defined in the Retirement Plan but determined
                           by disregarding any part of the definition of final
                           average pay in the Retirement Plan that is included
                           for the purpose of complying with Section 401(a)(17)
                           of the Code (within the

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                           meaning of Section 7.01(e)). If the Retirement
                           Plan is terminated effective as of a date that is
                           before the date on which Executive terminates
                           employment with Ceridian, the previous sentence
                           shall be applied after the effective date of the
                           termination of the Retirement Plan based on the
                           definition of final average pay in effect under
                           the Retirement Plan on the effective date of the
                           termination of the Retirement Plan as if the
                           Retirement Plan had continued in effect.

                  (4)      "NORMAL FORM" means monthly payments to Executive for
                           his life with the last payment made for the month
                           during which Executive dies and with no death
                           benefits payable to any person.

                  (5)      "OFFSET AMOUNT" means the annual benefit to which
                           Executive would be entitled under the "offset plans"
                           if his benefit under the offset plans commenced as of
                           the Determination Date and was paid in the Normal
                           Form, based on the terms of the offset plans in
                           effect and applicable to Executive on the
                           Determination Date or, if earlier, as of the
                           effective date of the termination of an offset plan.
                           If the Determination Date is before the earliest date
                           on which Executive's benefit could commence under an
                           offset plan, the Offset Amount with respect to that
                           offset plan shall be determined by calculating the
                           Offset Amount as of the earliest date on which
                           Executive's benefit could commence under the offset
                           plan and then reducing that benefit by one fourth of
                           one percent for each month by which the offset date
                           precedes the earliest date on which Executive's
                           benefit could commence under the offset plan. The
                           Offset Amount shall be determined without regard to
                           the actual timing of commencement and form of
                           Executive's benefit pursuant to the offset plans. For
                           the purpose of this Section 3.04(i)(5), the offset
                           plans are the Retirement Plan, the Ceridian
                           Corporation Benefit Equalization Plan and any defined
                           benefit pension plan maintained by any previous
                           employer of Executive which was or is operated by
                           such previous employer as a qualified plan pursuant
                           to Section 401(a) of the Code (within the meaning of
                           Section 7.01(e)), or any successor to any such plans.

                  (6)      "RETIREMENT PLAN" means the Ceridian Corporation
                           Retirement Plan as from time to time amended.

                  (7)      "YEARS OF SERVICE" means (A) each calendar year from
                           and including 1993 through and including 2000 and (B)
                           each calendar year after 2000 and before 2012 during
                           any part of which Executive is an employee of
                           Ceridian (as classified by Ceridian at the time
                           without regard to any subsequent retroactive
                           reclassification). Executive shall not be credited
                           with any Years of Service for any period of
                           employment with Ceridian after 2011.

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                                   ARTICLE IV

                                EARLY TERMINATION

4.01     EARLY TERMINATION. This Article shall not apply to a Change of Control
         Termination which is governed solely by the provisions of Article VII,
         and does not alter the respective continuing obligations of the parties
         pursuant to Articles V, VI, and IX.

4.02     TERMINATION FOR CAUSE. Ceridian may terminate this Agreement and
         Executive's employment immediately for cause. For the purpose hereof
         "cause" means:

         (a)      fraud;

         (b)      misrepresentation;

         (c)      theft or embezzlement of Ceridian assets;

         (d)      intentional violations of law involving moral turpitude;

         (e)      failure to follow Ceridian's conduct and ethics policies;
                  and/or

         (f)      the continued failure by Executive to attempt in good faith to
                  perform his or her duties as reasonably assigned to Executive
                  pursuant to Section 2.02 of Article II of this Agreement for a
                  period of 60 days after a written demand for such performance
                  which specifically identifies the manner in which it is
                  alleged Executive has not attempted in good faith to perform
                  such duties.

         In the event of termination for cause pursuant to this Section 4.02,
         Executive shall be paid at the usual rate of Executive's annual Base
         Salary through the date of termination specified in any written notice
         of termination.

4.03     TERMINATION WITHOUT CAUSE. Either Executive or Ceridian may terminate
         this Agreement and Executive's employment without cause on at least 75
         days' written notice. In the event of termination of this Agreement and
         of Executive's employment pursuant to this Section 4.03, compensation
         shall be paid as follows:

         (a)      if the notice of termination is given by Executive, Executive
                  shall be paid at the usual rate of his or her annual Base
                  Salary through the 75 day notice period;

         (b)      if the notice of termination is given by Ceridian, (1)
                  Executive shall be paid at the usual rate of his or her annual
                  Base Salary through the 75 day notice period, however,
                  Ceridian shall have the option of making termination of the
                  Agreement and Executive's employment effective immediately
                  upon notice in which case

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                  Executive shall be paid a lump sum representing the value
                  of 75 days worth of salary; and (2) Executive shall
                  receive, starting within 15 days after the end of the 75
                  day notice period, two years' annual Base Salary payable,
                  at the sole discretion of Ceridian, in either the form of a
                  lump sum payment or on a regular payroll period basis. In
                  addition, Executive shall receive the bonus, if any, to
                  which Executive would otherwise have become entitled under
                  all applicable Ceridian annual bonus plans in effect at the
                  time of termination of this Agreement had Executive
                  remained continuously employed for the full fiscal year in
                  which termination occurred and continued to perform his or
                  her duties in the same manner as they were performed
                  immediately prior to termination, multiplied by a fraction,
                  the numerator of which shall be the number of whole months
                  Executive was employed in the year in which termination
                  occurred and the denominator of which is 12. This bonus
                  amount shall be paid within 15 days after the date such
                  bonus would have been paid had Executive remained employed
                  for the full fiscal year. In addition, Ceridian shall
                  provide or make arrangements for reasonable outplacement
                  services for Executive based on his or her level within
                  Ceridian.

         (c)      In the event that termination occurs pursuant to Section
                  4.03(b), in addition to the payments specified therein,
                  Ceridian shall pay to Executive an amount equal to one year's
                  Base Salary payable, at the sole discretion of Ceridian, in
                  either the form of a lump sum payment or on a regular payroll
                  period basis, provided Executive executes a release, similar
                  to that attached as Exhibit A, of all claims against Ceridian.

4.04     TERMINATION IN THE EVENT OF DEATH OR DISABILITY. This Agreement shall
         terminate in the event of death or disability of Executive.

         (a)      In the event of Executive's death, Ceridian shall pay an
                  amount equal to 12 months of Base Salary at the rate in effect
                  at the time of Executive's death plus the amount Executive
                  would have received in annual incentive plan bonus for the
                  year in which the death occurs had "target" goals been
                  achieved. Such amount shall be paid (1) to the beneficiary or
                  beneficiaries designated in writing to Ceridian by Executive,
                  (2) in the absence of such designation to the surviving
                  spouse, or (3) if there is no surviving spouse, or such
                  surviving spouse disclaims all or any part, then the full
                  amount, or such disclaimed portion, shall be paid to the
                  executor, administrator or other personal representative of
                  Executive's estate. The amount shall be paid as a lump sum as
                  soon as practicable following Ceridian's receipt of notice of
                  Executive's death. All such payments shall be in addition to
                  any payments due pursuant to Section 4.04(c) below.

         (b)      In the event of Executive's disability, Base Salary shall be
                  terminated as of the end of the month in which the last day of
                  the six-month period of Executive's inability to perform his
                  or her duties occurs.

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         (c)      In the event of termination by reason of Executive's death or
                  disability, Ceridian shall pay to Executive any amount equal
                  to (1) the amount Executive would have received in annual
                  incentive plan bonus for the year in which termination occurs
                  had "target" goals been achieved, multiplied by (2) a
                  fraction, the numerator of which shall be the number of whole
                  months Executive was employed in the year in which the death
                  or disability occurred and the denominator of which is 12. The
                  amount payable pursuant to this Section 4.04(c) shall be paid
                  within 15 days after the date such bonus would have been paid
                  had Executive remained employed for the full fiscal year.

4.05     RETIREMENT.

         (a)      Executive may terminate this Agreement and Executive's
                  employment as a result of Executive's decision to retire from
                  Ceridian. Executive shall provide Ceridian with at least 75
                  days' written notice of the date upon which Executive intends
                  to retire. Executive shall be paid at the usual rate of his or
                  her annual Base Salary through the date of retirement
                  stipulated in the written notice.

         (b)      In the event that Executive terminates this Agreement as a
                  result of Executive's decision to retire from Ceridian and
                  Executive is at least 55 years of age with five or more years
                  of service to Ceridian, then Executive (and anyone entitled to
                  claim under or through Executive) shall, until age 65, be
                  entitled to receive from Ceridian the same or equivalent
                  health, dental, accidental death and dismemberment, short and
                  long-term disability, life insurance coverages, and all other
                  insurance policies and health and welfare benefits programs,
                  policies or arrangements, at the same levels and coverages as
                  Executive was receiving on the day immediately prior to his or
                  her retirement. Executive shall be required to pay no more for
                  the above mentioned benefits than he/she paid as an active
                  employee, or if provided by Ceridian at no cost to employees
                  on the day immediately prior to Executive's retirement, they
                  shall continue to be made available to Executive on this
                  basis.

4.06     ENTIRE TERMINATION PAYMENT. The compensation provided for in this
         Article IV for early termination of this Agreement and termination
         pursuant to this Article IV shall constitute Executive's sole remedy
         for such termination. Executive shall not be entitled to any other
         termination or severance payment which may be payable to Executive
         under any other agreement between Executive and Ceridian.

                                    ARTICLE V

                   CONFIDENTIALITY, DISCLOSURE AND ASSIGNMENT

5.01     CONFIDENTIALITY. Executive acknowledges that Ceridian has taken
         reasonable measures to preserve the secrecy of its Confidential
         Information. Executive will not, during the

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<PAGE>

         term or after the termination or expiration of this Agreement or
         his/her employment, publish, disclose, or utilize in any manner any
         Confidential Information obtained while employed by Ceridian. If
         Executive leaves the employ of Ceridian, Executive will not, without
         Ceridian's prior written consent, retain or take away any drawing,
         writing or other record in any form containing any Confidential
         Information.

5.02     BUSINESS CONDUCT AND ETHICS. During the term of employment with
         Ceridian, Executive will engage in no activity or employment which may
         conflict with the interest of Ceridian, and will comply with Ceridian's
         policies and guidelines pertaining to business conduct and ethics.

5.03     DISCLOSURE. Executive will disclose promptly in writing to Ceridian all
         inventions, discoveries, software, writings and other works of
         authorship which are conceived, made, discovered, or written jointly or
         singly on Ceridian time or on Executive's own time, providing the
         invention, improvement, discovery, software, writing or other work of
         authorship is capable of being used by Ceridian in the normal course of
         business, and all such inventions, improvements, discoveries, software,
         writings and other works of authorship shall belong solely to Ceridian.

5.04     INSTRUMENTS OF ASSIGNMENT. Executive will sign and execute all
         instruments of assignment and other papers to evidence vestiture of
         Executive's entire right, title and interest in such inventions,
         improvements, discoveries, software, writings or other works of
         authorship in Ceridian, at the request and the expense of Ceridian, and
         Executive will do all acts and sign all instruments of assignment and
         other papers Ceridian may reasonably request relating to applications
         for patents, patents, copyrights, and the enforcement and protection
         thereof. If Executive is needed, at any time, to give testimony,
         evidence, or opinions in any litigation or proceeding involving any
         patents or copyrights or applications for patents or copyrights, both
         domestic and foreign, relating to inventions, improvements,
         discoveries, software, writings or other works of authorship conceived,
         developed or reduced to practice by Executive, Executive agrees to do
         so, and if Executive leaves the employ of Ceridian, Ceridian shall pay
         Executive at a rate mutually agreeable to Executive and Ceridian, plus
         reasonable traveling or other expenses.

5.05     INVENTIONS DEVELOPED ON EXECUTIVE'S OWN TIME. The two immediately
         preceding sections entitled "Disclosure" and "Instruments of
         Assignment" do not apply to inventions in which a Ceridian claim of any
         rights will create a violation of Chapter 181 Minnesota Statutes,
         Section 181.78, reproduced below and constituting the written
         notification of its Subdivision 3.

         181.78 Agreements; terms relating to inventions

         Subdivision 1.

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<PAGE>

         Any provision in an employment agreement which provides that an
         employee shall assign or offer to assign any of the employee's rights
         in an invention to the employer shall not apply to an invention for
         which no equipment, supplies, facility or trade secret information of
         the employer was used and which was developed entirely on the
         employee's own time, and (1) which does not relate (a) directly to the
         business of the employer or (b) to the employer's actual or
         demonstrably anticipated research or development, or (2) which does not
         result from any work performed by the employee for the employer. Any
         provision which purports to apply to such an invention is to that
         extent against the public policy of this state and is to that extent
         void and unenforceable.

         Subdivision 2.

         No employer shall require a provision made void and unenforceable by
         subdivision 1 as a condition of employment or continuing employment.

         Subdivision 3.

         IF AN EMPLOYMENT AGREEMENT ENTERED INTO AFTER AUGUST 1, 1977, CONTAINS
         A PROVISION REQUIRING THE EMPLOYEE TO ASSIGN OR OFFER TO ASSIGN ANY OF
         THE EMPLOYEE'S RIGHTS IN ANY INVENTION TO AN EMPLOYER, THE EMPLOYER
         MUST ALSO, AT THE TIME THE AGREEMENT IS MADE, PROVIDE A WRITTEN
         NOTIFICATION TO THE EMPLOYEE THAT THE AGREEMENT DOES NOT APPLY TO AN
         INVENTION FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR TRADE SECRET
         INFORMATION OF THE EMPLOYER WAS USED AND WHICH WAS DEVELOPED ENTIRELY
         ON THE EMPLOYEE'S OWN TIME, AND (1) WHICH DOES NOT RELATE (a) DIRECTLY
         TO THE BUSINESS OF THE EMPLOYER OR (b) TO THE EMPLOYER'S ACTUAL OR
         DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OR (2) WHICH DOES NOT
         RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER.

5.06     EXECUTIVE'S DECLARATION. Executive has no inventions, data bases,
         improvements, discoveries, software, writings or other works of
         authorship useful to Ceridian in the normal course of business, which
         were conceived, made or written prior to the date of this Agreement and
         which are excluded from this Agreement.

5.07     SURVIVAL. The obligations of this Article V shall survive the
         expiration or termination of this Agreement and Executive's employment.

                                   ARTICLE VI

             NON-COMPETITION, NON-RECRUITMENT, AND NON-DISPARAGEMENT

                                       14
<PAGE>

6.01     GENERAL. The parties hereto recognize and agree that (a) Executive is a
         senior executive of Ceridian and is a key executive of Ceridian, (b)
         Executive has received, and will in the future receive, substantial
         amounts of Confidential Information, (c) Ceridian's business is
         conducted on a worldwide basis, and (d) provision for non-competition,
         non-recruitment and non-disparagement obligations by Executive is
         critical to Ceridian's continued economic well-being and protection of
         Ceridian's Confidential Information. In light of these considerations,
         this Article VI sets forth the terms and conditions of Executive's
         obligations of non-competition, non-recruitment and non-disparagement
         subsequent to the termination of this Agreement and/or Executive's
         employment for any reason.

6.02     NON-COMPETITION.

         (a)      During the term of this Agreement, Executive will devote full
                  time and energy to furthering Ceridian's business and will not
                  pursue any other business activity without Ceridian's written
                  consent. Unless the obligation is waived or limited by
                  Ceridian in accordance with subsection (b) of this Section
                  6.02, Executive agrees that during his employment with
                  Ceridian and for a period of three years following termination
                  of employment for any reason ("Non-Compete Period"), Executive
                  will not directly or indirectly, alone or as a partner,
                  officer, director, shareholder or employee of any other firm
                  or entity, engage in any commercial activity in competition
                  with any part of Ceridian's business as conducted as of the
                  date of such termination of employment or with any part of
                  Ceridian's contemplated business with respect to which
                  Executive has Confidential Information. For purposes of this
                  subsection (a), "shareholder" shall not include beneficial
                  ownership of less than five percent (5%) of the combined
                  voting power of all issued and outstanding voting securities
                  of a publicly held corporation whose stock is traded on a
                  major stock exchange. Also for purposes of this subsection
                  (a), "Ceridian's business" shall include business conducted by
                  Ceridian or its affiliates and any partnership or joint
                  venture in which Ceridian or its affiliates is a partner or
                  joint venturer; provided that, "affiliate" as used in this
                  sentence shall not include any corporation in which Ceridian
                  has ownership of less than fifteen percent (15%) of the voting
                  stock.

         (b)      At its sole option Ceridian may, by written notice to
                  Executive at any time within the Non-Compete Period, waive or
                  limit the time and/or geographic area in which Executive
                  cannot engage in competitive activity.

         (c)      During the Non-Compete Period, prior to accepting employment
                  with or agreeing to provide consulting services to, any firm
                  or entity which offers competitive products or services,
                  Executive shall give 30 days prior written notice to Ceridian.
                  Such written notice shall describe the firm and the employment
                  or consulting services to be rendered to the firm or entity,
                  and shall include a copy of the written offer of employment or
                  engagement of consulting services. Ceridian's failure to
                  respond or object to such notice shall not in any way
                  constitute acquiescence or waiver of Ceridian's rights under
                  this Article VI.

                                       15
<PAGE>

         (d)      In the event Executive has provided notice to Ceridian
                  pursuant to subsection (c) of this Section 6.02 and has not
                  accepted employment with or agreed to provide consulting
                  services to, any firm or entity directly as a result of his or
                  her non-competition obligation pursuant to this Section 6.02,
                  Ceridian shall pay Executive an amount equal to the usual rate
                  of Executive's Base Salary in effect at the time of
                  termination on a regular payroll period basis until the end of
                  the Non-Compete Period. There shall be credited against
                  Ceridian's obligation to make such payments any other payments
                  made by Ceridian to Executive pursuant to Article IV of this
                  Agreement. In the event that Ceridian elects, pursuant to
                  subsection (b) of this Section 6.02, to waive all or any
                  portion of the non-competition obligation set forth in
                  subsection (a) hereof, no payment shall be required by
                  Ceridian with respect to the portion of the Non-Compete Period
                  which has been waived.

         (e)      In the event Executive fails to provide notice to Ceridian
                  pursuant to subsection (c) of this Section 6.02 and/or in
                  anyway violates its non-competition obligation pursuant to
                  Section 6.02, Ceridian may enforce all of its rights and
                  remedies provided to it under this Agreement, in law and in
                  equity, and Executive shall be deemed to have expressly waived
                  any rights he or she may have had to payments under subsection
                  (d) of this Section 6.02.

6.03     NON-RECRUITMENT. During the term of employment and for a period of
         three years following termination of employment for any reason,
         Executive will not directly or indirectly hire any of Ceridian's
         employees, or solicit any of Ceridian's employees for the purpose of
         hiring them or inducing them to leave their employment with Ceridian,
         nor will Executive own, manage, operate, join, control, consult with,
         participate in the ownership, management, operation or control of, be
         employed by, or be connected in any manner with any person or entity
         which engages in the conduct proscribed in this Section 6.03. This
         provision shall not preclude Executive from responding to a request
         (other than by Executive's employer) for a reference with respect to an
         individual's employment qualifications.

6.04     NON-DISPARAGEMENT. Executive will not, during the term or after the
         termination or expiration of this Agreement or Executive's employment,
         make disparaging statements, in any form, about Ceridian, its officers,
         directors, agents, employees, products or services which Executive
         knows, or has reason to believe, are false or misleading.

6.05     SURVIVAL AND ENFORCEABILITY. The obligations of this Article VI shall
         survive the expiration or termination of this Agreement and Executive's
         employment. Should any provision of this Article VI be held invalid or
         illegal, such illegality shall not invalidate the whole of this Article
         VI or the Agreement, but, rather, Article VI shall be construed as if
         it did not contain the illegal part or narrowed to permit its
         enforcement, and the rights and obligations of the parties shall be
         construed and enforced accordingly. In furtherance of and not in
         limitation of the foregoing, Executive expressly agrees that should the
         duration of or geographical extent of, or business activities covered
         by, any provision of this Article

                                       16
<PAGE>

         VI be in excess of that which is valid or enforceable under
         applicable law, then such provision shall be construed to cover only
         that duration, extent or activities that may validly or enforceably
         be covered. Executive acknowledges the uncertainty of the law in
         this respect and expressly stipulates that this Article VI shall be
         construed in a manner that renders its provisions valid and
         enforceable to the maximum extent (not exceeding its express terms)
         possible under applicable law. This Article VI does not replace and
         is in addition to any other agreements Executive may have with
         Ceridian on the matters addressed herein.

                                   ARTICLE VII

                                CHANGE OF CONTROL

7.01     DEFINITIONS. For purposes of this Article VII, the following
         definitions shall be applied:

         (a)      "BENEFIT PLAN" means any formal or informal plan, program or
                  other arrangement heretofore or hereafter adopted by Ceridian
                  for the direct or indirect provision of compensation to
                  Executive (including groups or classes of participants or
                  beneficiaries of which Executive is a member), whether or not
                  such compensation is deferred, is in the form of cash or other
                  property or rights, or is in the form of a benefit to or for
                  Executive.

         (b)      "CHANGE OF CONTROL" shall mean any of the following events:

                           (1)      a merger or consolidation to which Parent
                                    Corporation is a party if the individuals
                                    and entities who were stockholders of Parent
                                    Corporation immediately prior to the
                                    effective date of such merger or
                                    consolidation have beneficial ownership (as
                                    defined in Rule 13d-3 under the Securities
                                    Exchange Act of 1934) of less than fifty
                                    percent (50%) of the total combined voting
                                    power for election of directors of the
                                    surviving corporation immediately following
                                    the effective date of such merger or
                                    consolidation; or

                           (2)      the direct or indirect beneficial ownership
                                    (as defined in Rule 13d-3 under the
                                    Securities Exchange Act of 1934) in the
                                    aggregate of securities of Parent
                                    Corporation representing twenty-five percent
                                    (25%) or more of the total combined voting
                                    power of Parent Corporation's then issued
                                    and outstanding securities by any person or
                                    entity, or group of associated persons or
                                    entities acting in concert; provided,
                                    however, that for purposes of hereof, the
                                    following acquisitions shall not constitute
                                    a Change of Control: (A) any acquisition by
                                    Parent Corporation, or (B) any acquisition
                                    by any employee benefit plan (or related
                                    trust) sponsored or maintained by Parent
                                    Corporation or any corporation controlled by
                                    Parent Corporation; or

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<PAGE>

                           (3)      the sale of the properties and assets of
                                    Parent Corporation, substantially as an
                                    entirety, to any person or entity which is
                                    not a wholly-owned subsidiary of Parent
                                    Corporation; or

                           (4)      the stockholders of Parent Corporation
                                    approve any plan or proposal for the
                                    liquidation of Parent Corporation; or

                           (5)      a change in the composition of the Board at
                                    any time during any consecutive 24 month
                                    period such that the "Continuity Directors"
                                    cease for any reason to constitute at least
                                    a seventy percent (70%) majority of the
                                    Board. For purposes of this clause,
                                    "Continuity Directors" means those members
                                    of the Board who either (A) were directors
                                    at the beginning of such consecutive 24
                                    month period, or (B) were elected by, or on
                                    the nomination or recommendation of, at
                                    least a two-thirds (2/3) majority of the
                                    then-existing Board; or

                           (6)      such other event or transaction as the Board
                                    shall determine constitutes a Change of
                                    Control.

         (c)      "CHANGE OF CONTROL COMPENSATION" means any payment or benefit
                  (including any transfer of property) in the nature of
                  compensation, to or for the benefit of Executive under this
                  Agreement or any Other Agreement or Benefit Plan, which is
                  considered to be contingent on a Change of Control for
                  purposes of Section 280G of the Code.

         (d)      "CHANGE OF CONTROL TERMINATION" means, with respect to
                  Executive, either of the following events occurring within two
                  years after a Change of Control:

                           (1)      Termination of Executive's employment by
                                    Ceridian for any reason other than (A)
                                    fraud, (B) misrepresentation, (C) theft or
                                    embezzlement of Ceridian assets, (D)
                                    intentional violations of law involving
                                    moral turpitude, or (E) failure to follow
                                    Ceridian's conduct and ethics policies; or

                           (2)      Termination of employment with Ceridian by
                                    Executive pursuant to Section 7.02 of this
                                    Article VII.

                  A Change of Control Termination by Executive shall not,
                  however, include termination by reason of death or Disability.

         (e)      "CODE" means the Internal Revenue Code of 1986, as amended.
                  Any reference to a section of the Code shall include the
                  corresponding section of such Code as from time to time
                  amended.

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<PAGE>

         (f)      "GOOD REASON" means a good faith determination by Executive,
                  in Executive's sole and absolute judgment, that any one or
                  more of the following events has occurred, without Executive's
                  express written consent, after a Change of Control:

                           (1)      A change in Executive's reporting
                                    responsibilities, titles or offices as in
                                    effect immediately prior to the Change of
                                    Control, or any removal of Executive from,
                                    or any failure to re-elect Executive to, any
                                    of such positions, which has the effect of
                                    materially diminishing Executive's
                                    responsibility or authority;

                           (2)      A reduction by Ceridian in Executive's Base
                                    Salary as in effect immediately prior to the
                                    Change of Control or as the same may be
                                    increased from time to time thereafter;

                           (3)      Ceridian requiring Executive to be based
                                    anywhere other than within 25 miles of
                                    Executive's job location at the time of the
                                    Change of Control;

                           (4)      Without replacement by plans, programs, or
                                    arrangements which, taken as a whole,
                                    provide benefits to Executive at least
                                    reasonably comparable to those discontinued
                                    or adversely affected, (A) the failure by
                                    Ceridian to continue in effect, within its
                                    maximum stated term, any pension, bonus,
                                    incentive, stock ownership, purchase,
                                    option, life insurance, health, accident,
                                    disability, or any other employee
                                    compensation or benefit plan, program or
                                    arrangement, in which Executive is
                                    participating immediately prior to a Change
                                    of Control; or (B) the taking of any action
                                    by Ceridian that would materially adversely
                                    affect Executive's participation or
                                    materially reduce Executive's benefits under
                                    any of such plans, programs or arrangements;

                           (5)      The failure by Ceridian to provide office
                                    space, furniture, and secretarial support at
                                    least comparable to that provided Executive
                                    immediately prior to the Change of Control
                                    or the taking of any similar action by
                                    Ceridian that would materially adversely
                                    affect the working conditions in or under
                                    which Executive performs his or her
                                    employment duties;

                           (6)      If Executive's primary employment duties are
                                    with a Subsidiary, the sale, merger,
                                    contribution, transfer or any other
                                    transaction in conjunction with which Parent
                                    Corporation's ownership interest in such
                                    Subsidiary decreases below the level
                                    specified in Section 1.07 of Article I
                                    unless (A) this Agreement is assigned to the
                                    purchaser/transferee with the provisions of
                                    Article VII in full force and effect and
                                    operative as if a Change of Control has
                                    occurred

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<PAGE>

                                    with respect to the purchaser/transferee
                                    as Parent Corporation immediately after
                                    the purchase/transfer becomes effective,
                                    and (B) such purchaser/transferee has a
                                    creditworthiness reasonably equivalent to
                                    Parent Corporation's; or

                           (7)      Any material breach of this Agreement by
                                    Ceridian.

         (g)      "OTHER AGREEMENTS" means any agreement, contract or
                  understanding heretofore or hereafter entered into between
                  Executive and Ceridian for the direct or indirect provision of
                  compensation to Executive.

7.02     CHANGE OF CONTROL TERMINATION RIGHT. For a period of two years
         following a Change of Control that occurred during the term of this
         Agreement, Executive shall have the right, at any time and within
         Executive's sole discretion, to terminate employment with Ceridian for
         Good Reason. Such termination shall be accomplished by, and effective
         upon, Executive giving written notice to Ceridian of Executive's
         decision to terminate. Except as otherwise expressly provided in this
         Agreement, upon the exercise of said right, all obligations and duties
         of Executive under this Agreement shall be of no further force and
         effect.

7.03     CHANGE OF CONTROL TERMINATION PAYMENT.

         (a)      In the event of a Change of Control Termination that occurred
                  during the term of this Agreement, then, and without further
                  action by the Board, Compensation Committee or otherwise,
                  Ceridian shall, within five days of such termination, make a
                  lump sum payment to Executive in an amount equal to three
                  times the sum of (i) 12 months of Base Salary at the rate in
                  effect at the time of Executive's termination, (ii) the bonus,
                  if any, that Executive would have received under all
                  applicable Ceridian bonus plans for the year in which the
                  termination occurs had "superior" goals been achieved, and
                  (iii) the annual perquisite cash adder Executive would have
                  received in the year in which the termination occurs.

         (b)      In addition to the payments pursuant to Section 7.03(a)
                  hereof, in the event of a Change of Control Termination that
                  occurred during the term of this Agreement, then, and without
                  further action by the Board, Compensation Committee or
                  otherwise, Ceridian shall provide to Executive a pension
                  supplement equivalent to the difference, if any, between: (i)
                  the monthly benefits to which Executive would have been
                  entitled under the defined benefit pension plan or plans in
                  which Executive participates immediately prior to the Change
                  of Control Termination which includes an additional three
                  years of age and service; and (ii) the amount to which
                  Executive is, in fact, entitled under such defined benefit
                  pension plan or plans. Executive's supplemental retirement
                  benefit pursuant to Section 3.04 shall not be considered a
                  defined benefit pension plan in which Executive participates
                  immediately prior to the Change of Control Termination for the
                  purpose of this Section 7.03(b).

                                       20

<PAGE>

         (c)      In addition to the payments pursuant to Section 7.03(a) and
                  Section 7.03(b), in the event of a Change of Control
                  Termination that occurred during the term of this Agreement,
                  then, and without further action by the Board, Compensation
                  Committee or otherwise, in determining Executive's
                  supplemental retirement benefit pursuant to Section 3.04:

                  (1)      An additional three years of age and an additional
                           three Years of Service shall be added to Executive's
                           actual age and Years of Service (the additional Years
                           of Service shall not be limited by the final sentence
                           of Section 3.04 (i)(7)); and

                  (2)      the benefit shall not be reduced for commencement
                           before age 60 pursuant to Section 3.04(c)(2), if
                           applicable.


         (d)      Neither the payments made pursuant to Section 7.03(a), the
                  pension supplement provided pursuant to Section 7.03(b) or the
                  additional supplemental retirement benefits provided pursuant
                  to Section 3.04 due to the adjustments pursuant to Section
                  7.03(c) nor any other compensation to be provided to Executive
                  by Ceridian pursuant to this Agreement or any Other Agreement
                  or Benefit Plan which may be considered Change of Control
                  Compensation shall be subject to any limitation on Change of
                  Control Compensation which may otherwise be expressed in any
                  such agreement or Benefit Plan.

7.04     TAX REIMBURSEMENT.

         (a)      Anything in this Agreement to the contrary notwithstanding, in
                  the event it shall be determined that any payments or
                  distributions by Ceridian to or for the benefit of Executive
                  (whether paid or payable or distributed or distributable
                  pursuant to the terms of this Agreement or otherwise, but
                  determined without regard to any payments required under this
                  Section 7.04) (collectively, the "Payments") would be subject
                  to the excise tax imposed by Section 4999 of the Code or any
                  interest or penalties are incurred by Executive with respect
                  to such excise tax (such excise tax, together with any such
                  interest and penalties, are hereinafter collectively referred
                  to as the "Excise Tax"), then Executive shall be entitled to
                  receive an additional payment (a "Gross-Up Payment") in an
                  amount such that, after payment by Executive of all taxes (and
                  any interest or penalties imposed with respect to such taxes),
                  including any income taxes and Excise Tax imposed upon the
                  Gross-Up Payment, Executive retains an amount of the Gross-Up
                  Payment equal to the Excise Tax imposed upon the Payments.

         (b)      Subject to the provisions of Section 7.04(d), all
                  determinations required to be made under this Section 7.04,
                  including whether and when a Gross-Up Payment is required and
                  the amount such Gross-Up Payment and the assumptions to be

                                       21
<PAGE>

                  utilized in arriving at such determination, shall be made by
                  Ceridian's external auditors (the "Accounting Firm"), which
                  shall provide detailed supporting calculations both to
                  Ceridian and Executive within 15 business days of the receipt
                  of notice from Executive that there has been a Payment, or
                  such earlier time as is requested by Ceridian. In the event
                  that the Accounting Firm is serving as accountant or auditor
                  for the individual, entity or group effecting the Change of
                  Control, Executive shall appoint another nationally recognized
                  accounting firm to make the determinations required hereunder
                  (which accounting firm shall then be referred to as the
                  "Accounting Firm" hereunder). All fees and expenses of the
                  Accounting Firm shall be borne solely by Ceridian. Any
                  Gross-Up Payment, as determined pursuant to this Section 7.04,
                  shall be paid by Ceridian to Executive within five days of the
                  receipt of the Accounting Firm's determination. Any
                  determination by the Accounting Firm shall be binding upon
                  Ceridian and Executive.

         (c)      As a result of uncertainty in the application of Section 4999
                  of the Code at the time of the initial determination by the
                  Accounting Firm hereunder, it is possible that Gross-Up
                  Payments which should have been made by Ceridian will not have
                  been made ("Underpayment"), consistent with the calculations
                  required to be made hereunder. In the event that Ceridian
                  exhausts its remedies pursuant to Section 7.04(d) and
                  Executive thereafter is required to make a payment of any
                  additional Excise Tax, the Accounting Firm shall determine the
                  amount of the Underpayment that has occurred and any such
                  Underpayment shall be promptly paid by Ceridian to or for the
                  benefit of Executive.

         (d)      Executive shall notify Ceridian in writing of any claim by the
                  Internal Revenue Service or any other taxing authority that,
                  if successful, would require the payment by Ceridian of any
                  Gross-Up Payment. Such notification shall be given as soon as
                  practicable but no later than ten business days after
                  Executive knows of such claim and shall apprise Ceridian of
                  the nature of such claim and the date on which such claim is
                  requested to be paid. Executive shall not pay such claim prior
                  to the expiration of the thirty-day period following the date
                  on which it gives such notice to Ceridian (or such shorter
                  period ending on the date that any payment of taxes with
                  respect to such claim is due). If Ceridian notifies Executive
                  in writing prior to the expiration of such period that it
                  desires to contest such claim, Executive shall:

                                    (i)      give Ceridian any information
                                             reasonably requested by Ceridian
                                             relating to such claim;

                                    (ii)    take such action in connection with
                                            contesting such claim as Ceridian
                                            shall reasonably request in writing
                                            from time to time, including
                                            accepting legal representation with
                                            respect to such claim by an attorney
                                            reasonably selected by Ceridian;

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<PAGE>

                                    (iii)   cooperate with Ceridian in good
                                            faith in order to effectively
                                            contest such claim; and

                                    (iv)    permit Ceridian to participate in
                                            any proceedings relating to such
                                            claim;

                  provided, however, that Ceridian shall bear and pay directly
                  all costs and expenses (including additional interest and
                  penalties) incurred in connection with such contest and shall
                  indemnify and hold Executive harmless, on an after-tax basis,
                  for any Excise Tax or income tax (including interest and
                  penalties with respect thereto) imposed as a result of such
                  representation and payment of costs and expenses. Without
                  limitation on the foregoing provisions of this Section
                  7.04(d), Ceridian shall control all proceedings taken in
                  connection with such contest and, at its sole option, may
                  pursue or forego any and all administrative appeals,
                  proceedings, hearings and conferences with the taxing
                  authority in respect of such claim and may, at its sole
                  option, either direct Executive to pay the tax claimed and sue
                  for a refund or contest the claim in any permissible manner,
                  and Executive agrees to prosecute such contest to a
                  determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as Ceridian shall determine; provided further, however, that
                  if Ceridian directs Executive to pay such claim and sue for a
                  refund, Ceridian shall advance the amount of such payment to
                  Executive on an interest-free basis and shall indemnify and
                  hold Executive harmless, on an after-tax basis, from any
                  Excise Tax or income tax (including interest or penalties with
                  respect thereto) imposed with respect to such advance or with
                  respect to any imputed income with respect to such advance;
                  and provided further that any extension of the statute of
                  limitations relating to payment of taxes for the taxable year
                  of Executive with respect to which such contested amount is
                  claimed to be due is limited solely to such contested amount.
                  Furthermore, Ceridian's control of the contest shall be
                  limited to issues with respect to which a Gross-Up Payment
                  would be payable hereunder and Executive shall be entitled to
                  settle or contest, as the case may be, any other issue raised
                  by the Internal Revenue Service or any other taxing authority.

         (e)      If, after the receipt by Executive of an amount advanced by
                  Ceridian pursuant to Section 7.04(d), Executive becomes
                  entitled to receive any refund with respect to such claim,
                  Executive shall (subject to Ceridian's complying with the
                  requirements of Section 7.04(d)) promptly pay to Ceridian the
                  amount of such refund (together with any interest paid or
                  credited thereon after taxes applicable thereto). If, after
                  the receipt by Executive of an amount advanced by Ceridian
                  pursuant to Section 7.04(d), a determination is made that
                  Executive shall not be entitled to any refund with respect to
                  such claim and Ceridian does not notify Executive in writing
                  of its intent to contest such denial of refund prior to the

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<PAGE>

                  expiration of thirty days after such determination, then such
                  advance shall be forgiven and shall not be required to be
                  repaid and the amount of such advance shall offset, to the
                  extent thereof, the amount of Gross-Up Payment required to be
                  paid.

7.05     INTEREST. In the event Ceridian does not make timely payment in full of
         the Change of Control Termination payment described in Section 7.03,
         Executive shall be entitled to receive interest on any unpaid amount at
         the lower of: (a) the prime rate of interest (or such comparable index
         as may be adopted) established from time to time by the Bank of America
         National Trust and Savings Association, New York, New York or its
         successor in interest; or (b) the maximum rate permitted under Section
         280G(d)(4) of the Internal Revenue Code.

7.06     ATTORNEYS' FEES. In the event Executive incurs any legal expense to
         enforce or defend his or her rights under this Article VII of this
         Agreement, or to recover damages for breach thereof, Executive shall be
         entitled to recover from Ceridian any expenses for attorneys' fees and
         disbursements incurred.

7.07     BENEFITS CONTINUATION. In the event of a Change of Control Termination,
         Executive (and anyone entitled to claim under or through Executive)
         shall, until age 65, be entitled to receive from Ceridian the same or
         equivalent health, dental, accidental death and dismemberment, short
         and long-term disability, life insurance coverages, and all other
         insurance policies and health and welfare benefits programs, policies
         or arrangements, at the same levels and coverages as Executive was
         receiving on the day immediately prior to the Change of Control at a
         cost not to exceed the amount Executive would continue to pay had
         he/she continued to be an active employee of Ceridian. To the extent
         that election of continuation of any of such coverages, programs,
         policies, or arrangements is made available to employees terminating at
         age 55 with 15 or more years of service, Executive shall be required to
         pay no more for continuation than is required of such employees on the
         day immediately prior to the Change of Control. If no such continuation
         program is available, Executive shall be required to pay no more than
         he/she paid as an active employee, or if provided by Ceridian at no
         cost to employees on the day immediately prior to the Change of
         Control, they shall continue to be made available to Executive on this
         basis.

                                  ARTICLE VIII

                           CHANGE OF SUBSIDIARY STATUS

In the event that, prior to a Change of Control: (a) a Subsidiary is sold,
merged, contributed, or in any other manner transferred, or if for any reason
Parent Corporation's ownership interest in any such Subsidiary falls below the
level specified in Section 1.07, (b) Executive's primary employment duties are
with the Subsidiary at the time of the occurrence of such event, and (c)

                                       24
<PAGE>

Executive does not, in conjunction therewith, transfer employment directly to
Parent Corporation or another Subsidiary, then:

         (1)      If Executive gives his or her written consent to the
                  assignment of this Agreement to such Subsidiary, or to the
                  purchaser or new majority interest holder of such Subsidiary,
                  (and such assignment is accepted) this Agreement shall remain
                  in full force and effect between Executive and the assignee,
                  except that the provisions of Article VII of this Agreement
                  shall become null and void;

         (2)      If such assignment is not accepted by the Subsidiary or
                  purchaser, then this Agreement shall be deemed to have been
                  terminated by Ceridian without cause pursuant to Section 4.03
                  of Article IV; and

         (3)      In all other cases, this Agreement shall be deemed terminated
                  for cause pursuant to Section 4.02 of Article IV.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.01     NO ADEQUATE REMEDY. The parties declare that it is impossible to
         measure in money the damages which will accrue to either party by
         reason of a failure to perform any of the obligations under this
         Agreement and therefore injunctive relief is appropriate. Therefore, if
         either party shall institute any action or proceeding to enforce the
         provisions hereof, such party against whom such action or proceeding is
         brought hereby waives the claim or defense that such party has an
         adequate remedy at law, and such party shall not urge in any such
         action or proceeding the claim or defense that such party has an
         adequate remedy at law.

9.02     SUCCESSORS AND ASSIGNS. Except as otherwise provided in Article VIII,
         this Agreement shall be binding upon and inure to the benefit of the
         successors and assigns of Parent Corporation and each Subsidiary,
         whether by way of merger, consolidation, operation of law, assignment,
         purchase or other acquisition of substantially all of the assets or
         business of Ceridian, and any such successor or assign shall absolutely
         and unconditionally assume all of Ceridian's obligations hereunder.

9.03     NOTICES. All notices, requests and demands given to or made pursuant
         hereto shall, except as otherwise specified herein, be in writing and
         be delivered or mailed to any such party at its address:

         (a)      Ceridian Corporation
                  3311 East Old Shakopee Road
                  Minneapolis, Minnesota 55425-1640
                  Attention:  Office of General Counsel

                                       25
<PAGE>

         (b)      In the case of Executive shall be:

                  At the address listed on the last page of this Agreement.

                  Either party may, by notice hereunder, designate a changed
                  address. Any notice, if mailed properly addressed, postage
                  prepaid, registered or certified mail, shall be deemed
                  dispatched on the registered date or that stamped on the
                  certified mail receipt, and shall be deemed received within
                  the second business day thereafter or when it is actually
                  received, whichever is sooner.

9.04     CAPTIONS. The various headings or captions in this Agreement are for
         convenience only and shall not affect the meaning or interpretation of
         this Agreement.

9.05     GOVERNING LAW. The validity, construction and performance of this
         Agreement shall be governed by the laws of the State of Minnesota and
         any and every legal proceeding arising out of or in connection with
         this Agreement shall be brought in the appropriate courts of the State
         of Minnesota, each of the parties hereby consenting to the exclusive
         jurisdiction of said courts for this purpose. The parties hereto
         expressly recognize and agree that the implementation of this Governing
         Law provision is essential in light of the fact that Parent
         Corporation's corporate headquarters and its principal executive
         offices are located within the State of Minnesota, and there is a
         critical need for uniformity in the interpretation and enforcement of
         the employment agreements between Ceridian and its senior executives.

9.06     CONSTRUCTION. Wherever possible, each provision of this Agreement shall
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement shall be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective only to the extent of such prohibition or invalidity
         without invalidating the remainder of such provision or the remaining
         provisions of this Agreement.

9.07     WAIVERS. No failure on the part of either party to exercise, and no
         delay in exercising, any right or remedy hereunder shall operate as a
         waiver thereof; nor shall any single or partial exercise of any right
         or remedy hereunder preclude any other or further exercise thereof or
         the exercise of any other right or remedy granted hereby or by any
         related document or by law.

9.08     MODIFICATION. Any changes or amendments to this Agreement must be in
         writing and signed by both parties.

9.09     ARBITRON EMPLOYMENT AGREEMENT AND RELEASE OF LIABILITY. Without
         limiting Section 9.10 hereof, this Agreement shall supercede and
         terminate any employment agreement or understanding between Executive
         and Arbitron. In addition, in consideration for agreeing to transfer
         Executive's employment to Ceridian, Executive agrees to executes the
         release,

                                       26
<PAGE>

         in the form attached as Exhibit B, relating to claims against
         Arbitron that may exit or have existed on or prior to [____________],
         2000.

9.10     ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
         understanding between the parties hereto in reference to all the
         matters herein agreed upon. This Agreement replaces in full all prior
         employment agreements or understandings of the parties hereto, and any
         and all such prior agreements or understandings are hereby rescinded by
         mutual agreement.

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

EXECUTIVE                                     CERIDIAN CORPORATION

                                       By:
------------------------------               ------------------------------
Ronald L. Turner

                                       Title:
                                             ------------------------------

Address:

------------------------------

------------------------------

------------------------------


                                       27
<PAGE>


                                                                     EXHIBIT A

                                     RELEASE

         I, Ronald L. Turner, in consideration of the payments of $_________
subject to appropriate withholding, which includes compensation to which I
would not be otherwise entitled, do hereby fully and completely release and
waive any and all claims, complaints, causes of action or demands of whatever
kind which I have or may have against Ceridian Corporation, its predecessors,
successors, subsidiaries and affiliates and all past and present members the
Board of Directors, officers, employees and agents of those persons and
companies ("Ceridian") arising out of any actions, conduct, decisions,
behavior or events occurring up to the date of my execution of this Release.

         I understand and accept that this Release specifically covers but is
not limited to any and all claims, complaints, causes of action or demands
which I have or may have against the above-referenced released parties
relating in any way to the terms, conditions and circumstances of my
employment up to the date of my signature below, any form of employment
discrimination prohibited under any state's human rights act, Title VII of
the Federal Civil Rights Act of 1964 and the Federal Age Discrimination in
Employment Act. I further understand that this Release extends to but is not
limited to all claims which I may have based on statutory or common law
claims for negligence or other breach of duty, wrongful discharge, breach of
contract, breach of any express or implied promise, misrepresentation, fraud,
retaliation, breach of public policy, infliction of emotional distress,
defamation, promissory estoppel, failure to pay wages or any other theory,
whether legal or equitable.

         Nothing contained herein, however, shall be construed to prohibit me
from filing a charge with the Equal Employment Opportunity Commission, but my
release includes a release of my right to file a court action or to seek
individual remedies or damages in any Equal Employment Opportunity
Commission-filed court action, and my release of these rights shall apply
with full force and effect to any proceedings arising from or relating to
such a charge.

         I also understand that if I unsuccessfully dispute the
enforceability of this release, I agree to pay Ceridian's attorneys' fees. I
agree to return the payment I receive before any attempt is made to dispute
the enforceability of this release. I agree that my only remedy for any
dispute I have about the enforceability of this Release shall be to submit
that dispute to final and binding arbitration in accordance with the rules of
the American Arbitration Association. Ceridian and I agree that I must send
written notice of any claim to Ceridian by certified mail, return receipt
requested. Written notice to Ceridian shall be sent to its Secretary at 3311
East Old Shakopee Road, Minneapolis, MN 55425-1640.

         I understand that I may rescind this Release if I do so in writing,
delivered by certified mail, return receipt requested, to Office of the
General Counsel, Ceridian Corporation, 3311 East Old Shakopee Road,
Minneapolis, MN 55425-1640, within fifteen (15) calendar days of the date of
my signature below. Upon the expiration of fifteen (15) calendar days from
the date indicated below, if I have not rescinded this Release, then Ceridian
Corporation shall promptly deliver to

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<PAGE>

me the above-referenced payment, subject to appropriate withholding, this
Release being contingent upon payment of that sum.

If sent by mail, the rescission must be:

         -        Postmarked within the 15 calendar-day period;
         -        Properly addressed to Ceridian; and
         -        Sent by certified mail, return receipt requested.

         By my signature below, I acknowledge that I fully understand and
accept the terms of this Release, and I represent and agree that my signature
is freely, voluntarily and knowingly given. I have had 21 days in which to
consider this agreement. By my signature below, I further acknowledge that I
have been provided a full opportunity to review and reflect on the terms of
this Release and to seek the advice of legal counsel of my choice, which
advice I have been encouraged to obtain.

         If I do not execute this Release within 30 days after I receive it,
the offer Ceridian has made for a payment herein is null and void.

Date:
     ------------------------------               ------------------------------
                                                  Ronald L. Turner

                                       29
<PAGE>

                                    EXHIBIT B

                                ARBITRON RELEASE

         I, Ronald L. Turner, in consideration of the transfer of my
employment from Arbitron Inc., a Delaware corporation f/k/a Ceridian
Corporation, to Ceridian Corporation, a Delaware corporation f/k/a New
Ceridian Corporation and a former wholly owned subsidiary of Arbitron Inc.
("Ceridian"), do hereby fully and completely release and waive any and all
claims, complaints, causes of action or demands of whatever kind which I have
or may have against Arbitron Inc., its predecessors, successors, subsidiaries
and affiliates, but specifically excluding Ceridian, and all past and present
members the Board of Directors, officers, employees and agents of those
persons and companies ("Arbitron") arising out of any actions, conduct,
decisions, behavior or events occurring up to the date of this Release or
arising out of the transactions contemplated under the that certain
Distribution Agreement, dated [________, 2001], between Arbitron and Ceridian
("Distribution Agreement"), and that certain Personnel Agreement, dated
[____________, 2001], between Arbitron and Ceridian ("Personnel Agreement").
I acknowledge that I have previously received copies of the Distribution
Agreement and Personnel Agreement.

         I understand and accept that this Release specifically covers but is
not limited to any and all claims, complaints, causes of action or demands
which I have or may have against the above-referenced released parties
relating in any way to the terms, conditions and circumstances of my
employment up to the date of my signature below, any form of employment
discrimination prohibited under any state's human rights act, Title VII of
the Federal Civil Rights Act of 1964 and the Federal Age Discrimination in
Employment Act. I further understand that this Release extends to but is not
limited to all claims which I may have based on statutory or common law
claims for negligence or other breach of duty, wrongful discharge, breach of
contract, breach of any express or implied promise, misrepresentation, fraud,
retaliation, breach of public policy, infliction of emotional distress,
defamation, promissory estoppel, failure to pay wages or any other theory,
whether legal or equitable.

         Nothing contained herein, however, shall be construed to prohibit me
from filing a charge with the Equal Employment Opportunity Commission, but my
release includes a release of my right to file a court action or to seek
individual remedies or damages in any Equal Employment Opportunity
Commission-filed court action, and my release of these rights shall apply
with full force and effect to any proceedings arising from or relating to
such a charge.

         Furthermore, nothing contained herein, shall be construed to release
and waive any and all claims, complaints, causes of action or demands of
whatever kind which I have or may have against Ceridian, its successors,
subsidiaries and affiliates, and all past and present members the Board of
Directors, officers, employees and agents of Ceridian and its successors,
subsidiaries and affiliates arising out of any actions, conduct, decisions,
behavior or events occurring up to the date of this Release or arising out of
the transactions contemplated by the Distribution Agreement and Personnel
Agreement.

                                       30
<PAGE>

         I also understand that if I unsuccessfully dispute the
enforceability of this Release, I agree to pay Arbitron's attorneys' fees. I
agree to return the payment I receive before any attempt is made to dispute
the enforceability of this release. I agree that my only remedy for any
dispute I have about the enforceability of this Release shall be to submit
that dispute to final and binding arbitration in accordance with the rules of
the American Arbitration Association. Arbitron and I agree that I must send
written notice of any claim to Arbitron by certified mail, return receipt
requested. Written notice to Arbitron shall be sent to its General Counsel at
142 West 57th Street, New York, NY 10019-3300.

         I understand that I may rescind this Release if I do so in writing,
delivered by certified mail, return receipt requested, to Office of the
General Counsel, Arbitron Inc., 142 West 57th Street, New York, NY
10019-3300, within fifteen (15) calendar days of the date of my signature
below.

If sent by mail, the rescission must be:

         -        Postmarked within the 15 calendar-day period;
         -        Properly addressed to Arbitron; and
         -        Sent by certified mail, return receipt requested.

         By my signature below, I acknowledge that I fully understand and
accept the terms of this Release, and I represent and agree that my signature
is freely, voluntarily and knowingly given. I have had 21 days in which to
consider this agreement. By my signature below, I further acknowledge that I
have been provided a full opportunity to review and reflect on the terms of
this Release and to seek the advice of legal counsel of my choice, which
advice I have been encouraged to obtain.

Date:  [           ], 2001
        -----------                              -----------------------------
                                                 Ronald L. Turner

                                       31