Executive Investment Plan (2001)Full Document 

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                              CERIDIAN CORPORATION
                            EXECUTIVE INVESTMENT PLAN

                         THIRD DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 6.2 of the
Ceridian Corporation Executive Investment Plan, the undersigned hereby amends
the Plan in the manner described below.

1.       Section 1.1 of the Plan is amended to read as follows:

         1.1.     PLAN NAME.

                  The name of the Plan is the "Ceridian Corporation Deferred
                  Compensation Plan."

2.       Section 3.4 of the Plan is amended by adding a new Subsection (j) which
         reads as follows:

         (j)      Company Stock Fund. Effective as of August 1, 2001, the
                  Company Stock Fund will be one of the designated investment
                  funds under Subsection (a). This subsection contains special
                  rules applicable to the Company Stock Fund. Unless otherwise
                  expressly provided in this subsection, the Company Stock Fund
                  is subject to all of the provisions of the Plan applicable to
                  other designated investment funds including, without
                  limitation, the other subsections of this section.

                  (i)      Description. The Company Stock Fund will be deemed to
                           be invested in shares of common stock issued by the
                           Company ("Company Stock").

                  (ii)     Eligibility. To be eligible to direct to have his or
                           her Account deemed to be invested in the Company
                           Stock Fund, a Participant must be an Employee
                           Participant who is either covered by the Company's
                           executive stock ownership guidelines or selected by
                           the Compensation and Human Resources Committee of the
                           Company's Board. A Participant who is selected by the
                           Compensation and Human Resources Committee of the
                           Company's Board will be eligible to direct to have
                           his or her Account deemed to be invested in the
                           Company Stock Fund effective as of a date specified
                           in a written notice provided to the Participant by
                           the Administrator.

                  (iii)    Deemed Investments. All deemed investments in the
                           Company Stock Fund, whether pursuant to Subsection
                           (b), (c) or (d), will be effective as of the first
                           day of the calendar month that first follows by at
                           least 10 days (or such shorter period as Plan Rules
                           may allow) the date on which (1) the Administrator
                           receives the direction from the Participant or (2) in
                           the case of such a direction pursuant to Subsection
                           (b) relating to amounts credited to the Participant's
                           Account after the effective date of the direction


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                           pursuant to Subsection (b) and before the effective
                           date of a change in the direction pursuant to
                           Subsection (c), the date as of which the amounts are
                           credited to the Participant's Account. Deemed
                           investments in the Company Stock Fund will be
                           reflected in full and fractional shares of Company
                           Stock. The conversion of dollar denominated credits
                           into shares in connection with any deemed investment
                           in the Company Stock Fund will be made by dividing
                           the dollar amount of the deemed investment by the
                           "Price per Share," as defined in clause (viii), on
                           the effective date of the deemed investment.

                  (iv)     Company Stock Premium. A Participant who makes a
                           deemed investment in the Company Stock Fund is
                           entitled to an additional credit in an amount equal
                           to 15 percent of the dollar value of the

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