Officers Retirement Plan

Exhibit 10.4



AUTOMATIC DATA PROCESSING, INC.

SUPPLEMENTAL OFFICERS RETIREMENT PLAN



The purpose of this Supplemental Officers Retirement Plan (the "Plan") is to provide an additional means by which AUTOMATIC DATA PROCESSING, INC. may attract, retain and encourage the productive efforts of a select group of corporate vice presidents and more senior corporate officers who provide valuable services to AUTOMATIC DATA PROCESSING, INC. and its subsidiaries . The Plan provides supplemental retirement benefits to qualifying participants.



The Plan is as follows:



ARTICLE I



DEFINITIONS



The following terms when used in this Plan shall have the designated meaning, unless a different meaning is clearly required by the context.



1.1 Annual Plan Benefit. The Annual Plan Benefit shall be the annual amount of a Participant's Plan benefit calculated in accordance with the provisions of Section 3.1 below.



1.2 Annual Benefit Multiplier. The Annual Benefit Multiplier shall be 1-1/2%.



1.3 Committee. Three board members or senior officers of the Corporation appointed from time to time by the Board of Directors of the Company.



1.4 Board. The Board of Directors of the Company.



1.5 Code. The Internal Revenue Code of 1986, as amended.



1.6 Company. Automatic Data Processing, Inc. ("ADP") and its subsidiaries, and ADP's successors.



1.7 Early Retirement Date. The date on which a Participant attains age sixty (60).
















1.8 Final Average Annual Pay. The average annual compensation of a Participant for the five full consecutive calendar years during his Future Service period during which he received the largest total amount of compensation. For this purpose, a Participant's "compensation" shall mean the total compensation actually paid or accrued by the Company to or for such Participant including, without limitation, bonuses paid or accrued (other than any bonuses paid or accrued under the Company's three-year GIP growth incentive plan), performance incentive payments and the like and restricted stock plans and programs (other than (A) the Company's 2005 fiscal year and 2006 fiscal year broad-based performance-based restricted stock programs (PBRS) in which all "letter grade" associates participated and (B) the Company's two-year accelerated revenue PBRS programs (i.e. the ARPs), the first of which commenced in the Company's 2007 fiscal year), and excluding relocation pay, compensation derived from stock options, stock appreciation rights or any similar plans; provided that, notwithstanding anything to the contrary set forth herein, amounts deferred at such Participant's election under a plan described in section 401(k) of the Code, and the value (at time of grant) of any stock option grant made in lieu of a bonus payment, shall be included in such Participant's compensation. The Company's chief executive officer shall determine the value of any stock option grant made in lieu of a bonus payment, which value shall not, in any event, be: (i) greater than the ?target bonus" amount of the stock option grant was made in lieu of (the "Substituted Amount") or (ii) less than the amount such Participant would have received had the foregoing stock option grant not been made and the normal bonus "scoring" methodology been applied to the Substituted Amount, provided that such amount shall not exceed the Substituted Amount. The value of such stock option grant shall be included in a Participant's compensation in the calendar year in which the bonus (which the stock option was granted in lieu of) would have otherwise been paid or accrued. The value (on the date that restrictions lapse) of a Participant's restricted stock with restrictions lapsing during the Company ?s fiscal year that begins during the







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applicable calendar year shall be included in the Participant's compensation for such calendar year; provided that, in the case of restricted stock that is includable in a Participant's compensation for calendar year 2007, the value of such restricted stock will be determined by multiplying (a) the price of a share of the Company's common stock on the date the restrictions thereon lapse (determined consistently with past practice), by (b) the number resulting from multiplying the aggregate number of includable restricted shares by a fraction, the numerator of which is the "last trade" price of a share of the Company's common stock on the trading date immediately prior to the date the Spin-off occurs and the denominator of which is the "first trade" price of the Company's common stock on the trading date on which the Spin-off has occurred.



1.9 Future Service. A Participant's period of full calendar years of continuous employment with the Company after his Plan participation has begun. Leaves of absence of less than six months may be taken into account as Future Service, to the extent provided by the Committee. The Committee may, in the applicable Supplement, grant a Participant prior service credit for determining the length of his Future Service period. In addition, at the discretion of the Company's Chief Executive Officer, for the calendar year in which a Participant incurs either an involuntary severance or severance which entitles the Participant to severance pay under the Company's severance policy, the Participant shall be credited with one full calendar year without regard to when such severance pay terminates. Such service shall in no event be duplicative of service otherwise credited under the Plan and shall not be extended under this provision beyond the calendar year in which the severance pay commences.



1.10 Government Sponsored Plan Benefits. The annual amount of benefits to which a Participant is entitled on his Normal Retirement Date under all government sponsored retirement benefit plans (including, without limitation, Participant's Social Security benefits). A Participant's government sponsored retirement plan benefits shall be expressed as an annual







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amount in the form of an actuarially equivalent straight life annuity starting on his Normal Retirement Date.



1.11 Maximum Annual Benefit Limitation. The Maximum Annual Benefit Limitation shall be 25% of a Participant's Final Average Annual Pay.



1.12 Normal Retirement Date. The date on which the Participant attains age sixty-five (65).



1.13 Other Retirement Benefits. The sum of the Participant's Private Sector Plan Benefits and his Government Sponsored Plan Benefits.



1.14 Participant. An individual who has been designated as a Participant by the Committee pursuant to Article II.



1.15 Pension Plan . Automatic Data Processing, Inc. Pension Retirement Plan.



1.16 Private Sector Plan Benefits. The annual amount of benefits to which a Participant is entitled on his Normal Retirement Date under all retirement plans maintained by the Company (other than this Plan), or by any former or subsequent employer of Participant (other than a governmental body covered by Section 1.10 above), whether as a periodic payment, as a lump sum, or otherwise. A Participant's Private Sector Plan Benefits shall be expressed as an annual amount in the form of an actuarially equivalent straight life annuity starting at his Normal Retirement Date.



1.17 Spin-off. The tax-free spin-off of the Company's Brokerage Services Group business.



1.18 Supplement. A supplement attached to and made a part of this Plan, which shall set forth for each Participant any special conditions applicable to him.



1.19 Termination of Employment. References hereunder to a Participant's termination of employment, the date a Participant's employment terminates and the like, shall refer to the ceasing of the Participant's employment with the Company for any reason.







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1.20 Vested Percentage. Except to the extent set forth in Sections 3.4 and 5.5, until a Participant completes 5 full calendar years of Future Service, such Participant's Vested Percentage shall be 0% and he shall not be ...