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                                                                   EXHIBIT 10.06

                                CERIDIAN CORPORATION

                           EXECUTIVE EMPLOYMENT AGREEMENT

PARTIES

                   CERIDIAN CORPORATION (A DELAWARE CORPORATION)
                               8100 34TH AVENUE SOUTH
                         MINNEAPOLIS, MINNESOTA 55425-1640

                                        AND

                                  TONY G. HOLCOMBE
                                   ("EXECUTIVE")


DATE:     OCTOBER 1, 1999

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

C.     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.

D.     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).

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

F.     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



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       frustrate the purpose of Executive's commitment to Ceridian and
       forebearance of career options.

G.     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.

H.     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 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 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 software, products or
              services; customers or prospective customers; or


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              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
              software, products or services;

       (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, including
              computer programs in source code and binary code form, software
              designs, specifications, programming aids (including "library
              subroutines" and productivity tools), 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.

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.


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                                     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) OCTOBER 1, 2001; and (b) two years after a Change of Control which
       occurs prior to OCTOBER 1, 2001 ("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 two 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.

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.


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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 satisfactorily 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 satisfactory performance
              which specifically identifies the manner in which it is alleged
              Executive has not satisfactorily performed 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
              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


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              75 day notice period, 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.  In addition,
              Executive shall receive the bonus, if any, to which Executive
              would otherwise have become entitled under all applicable
              Ceridian 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 and
       Executive's employment 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.

       (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


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              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.  Executive may terminate this Agreement and Executive's
       employment as a result of Executive 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.

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 will not, during the 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.


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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.

       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


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       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

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)    Unless the obligation is waived or limited by Ceridian in
              accordance with subsection (b) of this Section 6.02, Executive
              agrees that for a period of two 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


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              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.

       (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.  For a period of two years following termination of
       employment for any reason, Executive will not initiate or actively
       participate in any other employer's recruitment or hiring of Ceridian
       employees.  This provision shall not preclude Executive


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


                                    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

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                            employee benefit plan (or related trust)
                            sponsored or maintained by Parent Corporation or
                            any corporation controlled by Parent Corporation;
                            or

                     (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, (E) failure to follow
                            Ceridian's conduct and ethics policies, or (F)
                            continuing failure by Executive to satisfactorily
                            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 satisfactory performance
                            which specifically identifies the manner in which it
                            is alleged Executive has not satisfactorily
                            performed such duties; or

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

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              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.

       (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;

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<PAGE>


                     (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
                            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.  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 (a) 12 months of Base Salary at the rate in effect at the time of
       Executive's termination, (b) 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, (c) the annual
       perquisite cash adder Executive would have received in the year in which
       the termination occurs, and (d) the highest annual aggregate amount of
       basic and performance matching contributions made by Ceridian on behalf
       of Executive into the Ceridian Corporation Savings and Investment Plan
       (401(k) Plan) over the last three fiscal years prior to termination of
       Executive.  Neither the payments made to Executive pursuant to this
       Section 7.03 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.


                                        14
<PAGE>

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 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.

                                        15


<PAGE>



       (d)    Executive shall notify Ceridian in writing of any claim by the
              Internal Revenue Service 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;

                            (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

                                        16


<PAGE>


              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 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


                                        17


<PAGE>


       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)
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

                                        18


<PAGE>


       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
              8100 34th Avenue South
              Minneapolis, Minnesota 55425-1640
              Attention:  Office of General Counsel

       (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.

                                        19


<PAGE>


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   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


/s/Tony G. Holcombe                By:    /s/Gary M. Nelson
                                   Title: Vice President, General Counsel
                                            and Secretary

Address:


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<PAGE>



                                 AMENDMENT NO. 1 TO
                           EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment, dated as of October 20, 1999, amends certain provisions of the
Executive Employment Agreement ("Agreement"), dated as of October 1, 1999,
between Ceridian Corporation and TONY G. HOLCOMBE ("Executive").  Unless
otherwise defined herein, capitalized terms used in this Amendment have the
meanings given to them in the Agreement.  In consideration of you continuing in
your employment with Ceridian for the remaining term of the Agreement, and the
mutual promises and obligations contained in the Agreement as modified by this
Amendment, Executive and Ceridian agree to amend the Agreement as follows:

1.     Section 4.02(f) of the Agreement shall be amended in its entirety to read
       as follows:

       "(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."

2.     Section 7.01(d)(1) of the Agreement shall be amended in its entirety to
       read as follows:

       "(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"

3.     The first sentence of Section 7.04(d) of the Agreement shall be amended
       in its entirety to read as follows:

       "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."

4.     This Amendment is governed by, and shall be construed in accordance with,
       the laws of the State of Minnesota.

5.     Except as herein expressly amended, the Agreement is ratified and
       confirmed in all respects and shall remain in full force and effect in
       accordance with its terms.

6.     This Amendment may be executed in two or more counterparts, each of which
       shall be deemed an original, but all of which together shall constitute
       one and the same instrument.

Ceridian and Executive have caused this Amendment to be duly executed and
delivered, and this Amendment shall be effective, as of the date first written
above.  Following the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement," "hereunder," "herein," "hereof," or words of like
import shall mean and be a reference to the Agreement as amended by this
Amendment.

EXECUTIVE                          CERIDIAN CORPORATION


/s/Tony G. Holcombe                By:  /s/Gary M. Nelson
                                   Title:  Vice President, General Counsel
                                             and Secretary

Address:

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