Personal Investment Plan (2002)Full Document 

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                              CERIDIAN CORPORATION
                            PERSONAL INVESTMENT PLAN

                         SECOND DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 10.2 of the
Ceridian Corporation Personal Investment Plan (the "Plan"), the undersigned
hereby amends the Plan in the manner set forth below.

1.       To reflect certain provisions of the Economic Growth and Tax Relief
         Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as
         good faith compliance with the requirements of EGTRRA and is to be
         construed in accordance with EGTRRA and Treasury Regulations. This
         amendment will be effective as of the first day of the first plan year
         beginning after December 31, 2001. This amendment will supersede the
         provisions of the Plan to the extent those provisions are inconsistent
         with the provisions of this amendment.

         The Plan is amended so that a participant's elective deferrals,
         qualified nonelective contributions, qualified matching contributions,
         and earnings attributable to these contributions will become
         distributable following the participant's severance from employment.
         Such a distribution will be subject to the other provisions of the plan
         regarding distributions, other than provisions that require a
         separation from service before such amounts may be distributed.

2.       Section 6.6(a) of the Plan is amended to read as follows:

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