As amended through December 13, 1993
DIRECTORS DEFERRED COMPENSATION PLAN
Description and Purpose
Section 1.1 Name. The name of the Plan is the "Ceridian Corporation Directors Deferred Compensation Plan
Section 1.2 Purposes. The purposes of this Plan are to provide a program of post-termination payments to
eligible Directors of the Company, to thereby attract and retain qualified persons to serve as Directors and to
promote the availability of the experience, interest and loyalty of former Directors following their termination from
the Board of Directors.
Definitions, Construction and Interpretations
Section 2.1 Definitions. In this instrument, the definitions, rules of construction and interpretations set forth in this
Article II shall be applied unless the context otherwise indicates.
(a) "Board of Directors" means, at any particular time, the then duly elected and acting directors of the Company.
(b) "Company" means Ceridian Corporation, a Delaware corporation and any successor in interest by way of
consolidation, merger, operation of law or otherwise.
(c) "Credited Service" means the total number of calendar quarters that a Director has served on the Board of
Directors or as a Director on the Board of Directors of Commercial Credit Company; provided, that in no case
shall a Director earn more than a single credit for any single quarter during which the Director served on the
Board of Directors and/or on the Board of Directors of Commercial Credit Company and full calendar quarters
during which the Director was an employee of the Company or of a subsidiary of the Company shall not be
credited. For purposes of applying the preceding sentence, Credited Service shall be determined on a cumulative
basis in whole calendar quarters, with any partial calendar quarters of service being counted as a full calendar
quarter; service as a Director on the Board of Directors both before and after the Effecti