Benefit Equalization Plan

As Amended Effective Generally as of January 1, 1994


CERIDIAN CORPORATION
BENEFIT EQUALIZATION PLAN


Table of Contents


ARTICLE 1 Description...................................... 1


1.1 Structure and Name............................... 1
1.2 Purpose.......................................... 1
1.3 Type............................................. 1


ARTICLE 2 Benefits......................................... 2


2.1 Amount........................................... 2
2.2 Form and Time of Payment......................... 3
2.3 Entitlement, Reductions.......................... 3
2.4 Payment in the Event of Incapacity............... 4


ARTICLE 3 Source of Payments; Nature of Interest........... 5


3.1 Establishment of Trust........................... 5
3.2 Source of Payments............................... 5
3.3 Status of Plan................................... 5
3.4 Non-assignability of Benefits.................... 5


ARTICLE 4 Adoption, Amendment And Termination.............. 6


4.1 Adoption ........................................ 6
4.2 Amendment........................................ 6
4.3 Termination of Participation..................... 6
4.4 Termination...................................... 7


ARTICLE 5 Definitions...................................... 9


5.1 Administrator.................................... 9
5.2 Affiliated Organization.......................... 9
5.3 Board............................................ 9
5.4 Code............................................. 9
i


5.5 Company.......................................... 9
5.6 Compensation Equalization Plan................... 9
5.7 Deferred Compensation Plan....................... 9
5.8 ERISA............................................ 9
5.9 Excess Benefit Plan.............................. 9
5.10 Governing Law................................. 9
5.11 Headings......................................... 10
5.12 Number and Gender................................ 10
5.13 Participant...................................... 10
5.14 Participating Employer........................... 10
5.15 Pension Plan..................................... 10
5.16 Plan............................................. 10


ARTICLE 6 Administration................................... 11


6.1 Administrator.................................... 11
6.2 Rules and Regulations............................ 11
6.3 Administrator's Discretion....................... 11
6.4 Specialist's Assistance.......................... 11
6.5 Indemnification.................................. 11
6.6 Benefit Claim Procedure.......................... 11


ARTICLE 7 Miscellaneous.................................... 13


Withholding and Offsets
7.1 .......................... 13
7.2 Other Benefits................................... 13
7.3 No Warranties Regarding Tax Treatment............ 13
7.4 No Employment Rights Created..................... 13


ii


ARTICLE 1
Description


1.1 Structure and Name. The Plan consists of two separate
component plans which, for administrative convenience, have
been incorporated in one instrument. One such component
plan is the Excess Benefit Plan and the other such component
plan is the Compensation Equalization Plan. Together, the
two component plans are referred to as the "Ceridian
Corporation Benefit Equalization Plan."


1.2 Purpose. The purpose of the Excess Benefit Plan is to
ensure that Pension Plan participants will not be deprived
of benefits that would otherwise be payable under a Pension
Plan but for the operation of the provisions of Code section
415. The purpose of the Compensation Equalization Plan is
to ensure that Pension Plan participants will not be
deprived of benefits that would otherwise be payable under a
Pension Plan but for the operation of the provisions of Code
section 401(a)(17) or certain elections relative to the form
of bonus payments or the deferral of compensation pursuant
to the Deferred Compensation Plan.


1.3 Type. The Excess Benefit Plan is an unfunded "excess
benefit plan" within the meaning of section 3(36) of ERISA
and, as such, is exempt from ERISA by operation of sections
4(b)(5) and 4021(b)(8) thereof. The Compensation
Equalization Plan is an unfunded plan maintained primarily
for the purpose of providing deferred compensation for a
select group of management or highly compensated employees
and, as such, is exempt from Parts 2, 3 and 4 of Subtitle B
of Title I of ERISA by operation of sections 201(2),
302(a)(3) and 401(a)(4) thereof, respectively, and from
Title IV of ERISA by operation of section 4021(a)(6)
thereof. The Excess Benefit Plan and Compensation
Equalization Plan are also intended to be unfunded for tax
purposes. The Plan will be construed and administered in a
manner that is consistent with and gives effect to the
foregoing.


1


ARTICLE 2
Benefits
2.1 Amount


(A) As of the date on which a Participant's Pension Plan
benefit is scheduled to commence, the Administrator
will determine the amount of the benefit to which the
Participant is entitled pursuant to the Plan in
accordance with Subsection (B).


(B) Subject to Sections 2.2 and 2.3, the amount of a
Participant's benefit will be computed in the following
manner:


(1) The Administrator will determine a monthly benefit
amount equal to the amount by which the monthly
benefit determined pursuant to clause (a) exceeds
the monthly benefit determined pursuant to clause
(b), in each case based on a benefit payable in
the normal form under the Pension Plan in question
commencing at the later of the Participant's
normal retirement date under the Pension Plan or
his or her age on the date on which benefits under
the Pension Plan are scheduled to commence.


(a) The monthly benefit to which the Participant
would be entitled under the Pension Plan
determined


(i) without regard to any limitations
imposed under the Pension Plan to
satisfy the provisions of Code sections
401(a)(17) and 415,


(ii) by including as annual compensation for
a plan year any amount that would have
otherwise been paid to the Participant
as a base salary or a cash bonus during
the plan year but for the Participant's
election pursuant to the Deferred
Compensation Plan (but only to the
extent such amount would have been taken
into account under the Pension Plan for
such plan year but for the election and
is not otherwise taken into account
under the Pension Plan for such plan
year notwithstanding such election), and


(iii)if and only if the Administrator
determines that the Participant is a
member of a select group of management
or highly compensated employees, by
including as annual compensation for a
plan year any amount that would have
2


been paid to the Participant as a cash
bonus during the plan year but for the
Participant's election to receive such
amount in the form of common stock of
the Company or an option to purchase
such stock (but only to the extent such
amount is not otherwise taken into
account under the Pension Plan for such
plan year).


(b) The actual amount of the monthly benefit to
which the Participant is entitled under the
Pension Plan.


(2) The amount determined pursuant to clause (1) will
be adjusted in the same manner as the
Participant's benefit under the Pension Plan to
reflect any early or late commencement of the
benefit.


(C) If a Participant dies before his or her "annuity
starting date," within the meaning of Code section
417(f)(2), and the Participant's surviving spouse is
entitled to a "qualified preretirement survivor
annuity," within the meaning of Code section 417(c),
from a Pension Plan or a Pension Plan provides for the
payment of any other death benefit to the surviving
spouse or any other person, the amount of the benefit
to which the surviving spouse or other person is
entitled pursuant to the Plan will be determined in
accordance with Subsection (B) but based, for the
purpose of clause (1), on the difference between the
normal form of the death benefit determined under items
(a) and (b).


2.2 Form and Time of Payment


(A) Payment of a benefit to any Participant determined
pursuant to Section 2.1(B) or surviving spouse or other
person determined pursuant to Section 2.1(C) will be
made or commence, as the case may be, at the same time
and in the same form as his or her benefit under the
Pension Plan.


(B) If a Participant, surviving spouse or other person
entitled to receive a benefit under the Plan elects to
receive his or her benefit under the Pension Plan in a
form other than the normal form, the benefit under the
Plan will be actuarially adjusted to reflect the form
in which it is paid in the same manner as the benefit
under the Pension Plan.


(C) If a Participant dies following the commencement of
monthly benefit payments, any death benefits payable
3


under the form of payment applicable to the
Participant's benefit under the Plan will be paid to
the same beneficiary or joint or contingent annuitant,
as the case may be, as his or her benefit under the
Pension Plan.


2.3 Entitlement, Reductions. Notwithstanding the foregoing
provisions of this Article 2 -


(A) A Participant who has elected to participate in a
Pension Plan on an after-tax basis is not entitled to a
benefit under the Plan attributable to annual
compensation in excess of the limitation in effect
under Code section 401(a)(17) or deferred under the
Deferred Compensation Plan unless, prior to a date
specified by the Administrator, the Participant makes
an irrevocable election, applicable to any period of
future employment with respect to which his or her
Pension Plan after-tax participation election applies,
to forego four percent of that portion of his or her
compensation that is (1) attributable to services
performed after the date of the election and (2) not
taken into account under the Pension Plan solely by
reason of the Code section 401(a)(17) limitation or the
Participant's election pursuant to the Deferred
Compensation Plan.


(B) If, after commencement of monthly benefit payments
under the Plan, the amount of monthly payments to which
the Participant is entitled under the Pension Plan is
increased by reason of an increase in the limitations
under Code section 415, the amount of the monthly
payments to which he or she is entitled under the Plan
will be decreased by the amount of monthly payment
increase under the Pension Plan.


(C) A former Participant is not entitled to a benefit under
the Plan to the extent the liability for such benefit
has been transferred to or assumed by a successor to
all or any portion of the business of the Participating
Employer.


(D) If a Participant who is receiving or entitled to
receive a benefit pursuant to the Plan is reemployed
with a Participating Employer or an affiliate of a
Participating Employer and, in connection with such
reemployment, his or her Pension Plan benefit payment
is suspended, his or her benefit under the Plan will be
suspended for the same period. The Participant's
benefit under the Plan will recommence at the same time
as his or her benefit under the Pension Plan and the
amount of the benefit at recommencement will be
adjusted in accordance with Plan Rules to reflect any


4


additional benefits earned and benefits previously
paid.


2.4 Payment in the Event of Incapacity. If any person entitled
to receive any payment under the Plan is physically,
mentally, or legally incapable of receiving or acknowledging
receipt thereof, and no legal representative has been
appointed for such person, the Administrator, in his or her
discretion, may (but is not required to) cause any sum
otherwise payable to such person to be paid to any one or
more of the following (as may be chosen by the
Administrator): the person's beneficiary or joint or
contingent annuitant for purposes of his or her benefit
under the Plan, if any, the institution maintaining such
person, a custodian for such person under the Uniform
Transfers to Minors Act of any state, or such person's
spouse, children, parents or other relatives by blood or
marriage. Any payment so made completely discharges all
liability under the Plan to the extent of such payment.


ARTICLE 3
Source of Payments; Nature of Interest


3.3 Establishment of Trust. The Company may establish a Trust
with an independent corporate trustee. The Trust must be a
grantor trust that conforms substantially with the model
trust described in Revenue Procedure 92-64. The
Participating Employers may from time to time transfer to
...