Amended And Restated Employee Savings-stock Purchase Plan

AUTOMATIC DATA PROCESSING, INC.


AMENDED AND RESTATED EMPLOYEES'

SAVINGS STOCK PURCHASE PLAN

The following is an amendment and restatement, effective as of November 8, 2005, of the Employees' Savings-Stock Purchase Plan of Automatic Data Processing, Inc., originally adopted on May 2, 1968 and approved by stockholders on October 31, 1968, as amended on November 14, 2006.

1. Purpose . The purpose of the Plan is to provide eligible employees of the Company, its Designated Subsidiaries and its Designated Foreign Subsidiaries with a convenient opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an " Employee Stock Purchase Plan" under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

(a) This Plan document is an omnibus document which includes, in addition to the Plan, separate sub-plans (" Non-Statutory Plans" ) that permit offerings of grants to employees of certain Designated Foreign Subsidiaries that are not intended to satisfy the requirements of Section 423 of the Code. Offerings under the Non-Statutory Plans may be made to achieve desired tax or other objectives in particular locations outside the United States of America or to comply with local laws applicable to offerings in such foreign jurisdictions. The Plan shall be a separate and independent plan from the Non-Statutory Plans.


(b) Although the Plan is a separate and independent plan from the Non-Statutory Plans, the total number of Shares authorized to be issued under the Plan applies in the aggregate to both the Plan and the Non-Statutory Plans. Section 11 of the Plan sets forth the maximum number of Shares to be offered under the Plan (together with the Non-Statutory Plans), subject to adjustments as permitted under Section 17. The Administration Committee shall determine from time to time the method for allocating the number of such total Shares to be offered under the Plan and each Non-Statutory Plan. Such determination shall be in the Administration Committee' s discretion and shall not require stockholder approval.


(c) The Administration Committee may adopt Non-Statutory Plans applicable to particular Designated Foreign Subsidiaries or locations that are not participating in the Plan. The terms of each Non-Statutory Plan shall take precedence over other provisions in this Plan document in respect of any Designated Foreign Subsidiary participating therein, with the exception of Sections 11 and 17 with respect to the total number of Shares available to be offered under the Plan and all Non-Statutory Plans. Unless otherwise superseded by the terms of a Non-Statutory Plan, the provisions of this Plan document shall govern the operation of each Non-Statutory Plan. Except to the extent expressly set forth herein or where the context suggests otherwise, any reference herein to " Plan" shall be construed to include a reference to the Plan and the Non-Statutory Plans.

2. Definitions .


(a) " Administration Committee" means a committee appointed by the Board. Notwithstanding the above, in the absence of a contrary designation by the Board, the Administration Committee shall be the Compensation Committee of the Board.

(b) " Board" means the Board of Directors of the Company.


(c) " Code" means the United States Internal Revenue Code of 1986, as amended.

(d) " Common Stock" means the Common Stock of the Company, $.10 par value per share.


(e) " Company" means Automatic Data Processing, Inc., a Delaware corporation.


(f) " Compensation" means the earnings received by an Employee from the Company, a Designated Subsidiary or a Designated Foreign Subsidiary as determined by the Administration Committee in a manner intended to comply with the requirements of Section 423 of the Code and the Treasury Regulations promulgated thereunder.


(g) " Continuous Status as an Employee" means the absence of any interruption or termination of service as an Employee. Continuous Status as an Employee shall not be considered interrupted in the case of: (i) sick leave, military leave, or other bona fide leave of absence which is required by law to be considered uninterrupted service or which is otherwise approved by the Administration Committee if the period of such leave does not exceed 90 days, or if longer, so long as the individual' s right to reemployment as an Employee is guaranteed either by contract or statute; or (ii) transfers between locations of the Company or between and among the Company, its Designated Subsidiaries or Designated Foreign Subsidiaries. For purposes of clarification, the disposition of a Designated Subsidiary or Designated Foreign Subsidiary shall constitute a termination of the Continuous Status as an Employee of any Employee employed by such Designated Subsidiary or Designated Foreign Subsidiary.

(h) " Contributions" means all amounts credited to the account of a Participant pursuant to the Plan.


(i) " Corporate Transaction" means a sale of all or substantially all of the Company' s assets, or a merger, consolidation or other capital reorganization of the Company with or into another corporation, or any other transaction or series of related transactions in which the Company' s stockholders immediately prior thereto own less than 50% of the voting stock of the Company (or its successor or parent) immediately thereafter.


(j) " Designated Broker" shall mean Smith Barney, or such other institution selected by the Administration Committee.


(k) " Designated Country" means a jurisdiction or country other than the United States of America that is designated by the Board or the Administration Committee from time to time.


(l) " Designated Foreign Subsidiaries" means all Subsidiaries organized under the laws of any Designated Country; provided , however , that Subsidiaries employing as a service for clients any worksite, leased, or similar type employees under a professional employer, employee leasing or similar type of employment relationship shall not be Designated Foreign Subsidiaries.


(m) " Designated Subsidiaries" means all Subsidiaries organized under the laws of any state of the United States of America, except with respect to any of such Subsidiaries which the Board or the Administration Committee has determined is not eligible to participate in the Plan; provided , however , that Subsidiaries employing as a service for clients any worksite, leased, or similar type employers under a professional employer, employee leasing, or similar type of employment relationship shall not be Designated Subsidiaries; provided , further , however , that at any given time, a Subsidiary that is a Designated Foreign Subsidiary in a Non-Statutory Plan may not be a Designated Subsidiary in the Plan.


(n) " Employee" means any person who is an employee of the Company or one of its Designated Subsidiaries or Designated Foreign Subsidiaries for tax purposes and who is customarily employed thereby for at least ten hours per week.

(o) " Exchange Act" means the United States Securities Exchange Act of 1934, as amended.


(p) " Fair Market Value" shall have the meaning ascribed to it in Section 7(b).

(q) " GAAP" shall mean United States generally accepted accounting principles as in effect from time to time.


(r) " New Purchase Date" shall have the meaning ascribed to it in Section 17(b).


(s) " Non-Statutory Plans" shall have the meaning ascribed to it in Section 1(a).


(t) " Offering Date" means the first day of each Offering Period, as determined in accordance with Section 4(a).


(u) " Offering Period" means the period described in Section 4(a).


(v) " Plan" means this Automatic Data Processing, Inc. Amended and Restated Employees' Savings Stock Purchase Plan.


(w) " Participant" means an eligible Employee who has elected to participate in the Plan in accordance with Section 5.


(x) " Purchase Date" means the last day of each Purchase Period.


(y) " Purchase Period" means the period described in Section 4(b).


(z) " Purchase Price" means with respect to a Purchase Period an amount equal to 85% of the Fair Market Value of a Share of Common Stock on the Offering Date.


(aa) " Reserves" shall have the meaning ascribed to it in Section 17(a).


(bb) " Retirement" means an Employee' s termination of employment under conditions prescribed by the Administration Committee from time to time.


(cc) " Rule 16b-3" means Rule 16b-3 adopted under Section 16 of the Exchange Act.


(dd) " Sales Benefit Earnings" means earnings of an Employee, determined in accordance with the Sales Benefit Earnings Calculation Summary, as established by the Company from time to time.


(ee) " Share" means a share of Common Stock, as adjusted in accordance with Section 17.


(ff) " Subsidiary" means a corporation which is a " subsidiary corporation" of the Company within the meaning of Section 424(f) of the Code; provided , however , that, with respect to determining Designated Foreign Subsidiaries, the term " Subsidiary" means a corporation or other entity organized or established under the laws of any country other than the United States of America, of which not less than 50% of the voting control is held, directly or indirectly, by the Company.


3. Eligibility .


(a) Any person who is an Employee of the Company or a Designated Subsidiary as of the Offering Date of a given Offering Period, or such later date established by the Administration Committee in respect of a given Offering Period, shall be eligible to participate in such Offering Period, subject to the requirements of Section 5(a) and the limitations imposed by Section 423(b) of the Code; provided , however , that any Employee working in a country in which participation by such Employee in the Plan is prohibited by law, or where an alternative employee stock purchase plan of the Company, or a similar plan, is offered, is not eligible to participate in the Plan. Any person who is an Employee of a Designated Foreign Subsidiary as of the Offering Date of a given Offering Period, or such later date established by the Administration Committee in respect of a given Offering Period, shall be eligible to participate in such Offering Period under the Non-Statutory Plan in which such Designated Foreign Subsidiary participates, subject to the requirements of Section 5(a).


(b) Any provisions of the Plan to the contrary notwithstanding, each option to purchase Shares under the Plan shall be limited as necessary to prevent any Employee from (i) immediately after the grant, owning capital stock of the Company and holding outstanding options to purchase capital stock of the Company possessing, in the aggregate, more than five percent of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary, including for this purpose any stock attributed to such Employee pursuant to Section 424(d) of the Code, or (ii) acquiring rights to purchase stock under all employee stock purchase plans (as described in Section 423 of the Code or any other similar arrangements maintained by the Company or any of its Subsidiaries) of the Company and its Subsidiaries which accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined at the time such option is granted in accordance with the principles set forth in Section 7(b)) for each calendar year in which such option is outstanding at any time.


4. Offering Periods and Purchase Periods .


(a) Offering Periods . The Plan shall be implemented by a series of consecutive Offering Periods of 27 months' duration, with new Offering Periods commencing on October 1 of each year, or the first business day thereafter if October 1 is not a business day; provided , however , that the Administration Committee may determine that any Offering Period shall commence on a different date and/or be of a different duration (so long as such duration is not greater than 27 months). The Plan shall continue until terminated in accordance with Section 18 hereof.


(b) Purchase Periods . Subject to Section 17(b), each Offering Period shall include one Purchase Period of 24 months' duration, commencing on the January 1 following the Offering Date in respect of such Offering Period and ending on December 31 of the following year; provided , however , that the Administration Committee may determine that any Purchase Period may have a different commencement date and a different duration, so long as such duration is no longer than that of the associated Offering Period.


5. Participation .


(a) An eligible Employee may become a Participant in respect of an Offering Period by electing to participate on the Company' s internet or intranet site or calling the Company' s Associate Benefit System, in each case, as approved by the Administration Committee, or in such other manner as the Administration Committee shall approve, in each case prior to the tenth day preceding the first day of the Purchase Period related to such Offering Period, unless a different time for electing to participate is set ...