Exhibit 3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CERIDIAN CORPORATION
Ceridian Corporation, a corporation organized and existing under and by virtue of the laws of the State of
Delaware (the " Corporation"), pursuant to the provisions of the General Corporation Law of the State of
Delaware (the ``
DGCL''), DOES HEREBY CERTIFY that:
FIRST: The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Paragraph A
of Article IV of the Restated Certificate of Incorporation in its present form and substituting therefor a new
Paragraph A of Article IV in the following form:
A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two
Hundred Million, Seven Hundred Fifty Thousand (200,750,000), consisting of Seven Hundred Fifty Thousand
(750,000) shares of preferred stock of the par value of One Hundred Dollars ($100.00) per share (the
"Preferred Stock"), having a total par value of Seventy-Five Million Dollars ($75,000,000), and Two Hundred
Million (200,000,000) shares of common stock of the par value of fifty cents ($.50) per share (the "Common
Stock"), having a total par value of One Hundred Million Dollars ($100,000,000).
SECOND: The amendment to the Restated Certificate of Incorporation of the Corporation set forth in this
Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL;
(a) the Board of Directors of the Corporation having duly adopted resolutions on February 2, 1996 setting forth
such amendment, declaring its advisability and directing that such amendment be submitted to the stockholders of
the Corporation for their consideration and approval at the next annual meeting of stockholders, and (b) the
stockholders of the Corporation having duly approved and adopted such amendment by a vote of the holders of
a majority of the shares of outstanding stock of the Corporation entitled to vote thereon at the Corporation's