Amendment No. 1 To Agreement And Plan Of Merger

AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER


THIS AMENDMENT NO. 1 (this "Amendment") to the Agreement and Plan of Merger is made as of June 2, 1999 by and among ABR Information Services, Inc., a Florida corporation (the "Company"), Ceridian Corporation, a Delaware corporation ("Parent"), and Spring Acquisition Corp., a wholly-owned subsidiary of Parent and a Florida corporation ("Merger Sub").


WHEREAS, the Company, Parent and Merger Sub have entered into that certain Agreement and Plan of Merger, dated as of April 30, 1999 (the "Merger Agreement");


WHEREAS, the Company, Parent and Merger Sub wish to make certain modifications thereto;


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Annex A to the Merger Agreement is hereby amended by deleting the phrase ", and at any time prior to acceptance for pay ...