These payments will be made within fifteen (15) days after the termination date of    April 1, 2005.

4.                                        Annual Incentive Bonus

Pursuant to paragraph 4.03(b) of the Agreement, you will be eligible for consideration by the Compensation and Human Resources Committee of the Board of Directors on the same basis as any other executive for any 2004 bonus to which you would be entitled under the applicable Ceridian annual bonus plan.  The termination of the employment relationship in 2005 will have no effect in the 2004 bonus determination.

5.                                        Outplacement/Financial Planning

Pursuant to paragraph 4.03(b) of the Agreement, Ceridian will credit you with up to $20,000.00 of expenses toward you finding a new position, or for purchase of equipment, or to receive financial and/or tax planning services.  Such expenses may include suitable outplacement counseling services, Ceridian equipment such as computers and scanners currently in use by you which you may retain as long as you arrange for Ceridian to remove and return to Ceridian from such equipment any confidential information, databases and customer lists.  In addition, inclusive of the value of the aforementioned services and equipment, upon submission of appropriate invoices, Ceridian will reimburse you for other expenses such as tax advice or financial planning services.

6.                                        Ceridian Stock Options

Stock Options and Restricted Stock awarded to you by Ceridian as an employee which have not yet vested as of the Termination Date will be forfeited.  Options which are vested as of the Termination Date must be exercised within ninety (90) days of the Termination Date or they will be forfeited.  You will continue to be subject to a company-imposed “Black Out” period and the ninety (90) days you have to exercise options that are exercisable is inclusive of the blackout period.  Restricted Shares, where the restrictions are lifted, are registered in your name at the Bank of New York.

Awards granted under the Board of Directors Plan will be governed according to the terms of that plan.  Outstanding options held by you will remain exercisable until the expiration date of each such option only to the extent such options were exercisable as of termination as a Director.

Attached as Exhibit B , is a letter from Colleen Dockendorf, Executive Compensation, along with a spread sheet delineating option and restricted share awards as an employee, and awards granted as a Director and the cost basis of each grant.

7.                                        Ceridian Savings and Investment Plan (401(k))

Upon the Termination Date, if you are a participant, your active participation in the Ceridian Saving and Investment Plan will cease and you will be eligible to receive benefits in accordance with the terms and conditions of that Plan.

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8.                                        Ceridian Deferred Compensation Plan

Upon the Termination Date, if you are a participant, participation in the Ceridian Deferred Compensation Plan will cease.  You will be eligible to receive benefits in accordance with the terms and conditions of the Plan.

Please find attached Exhibit C , which reflects your Deferred Compensation Plan statement as of 01/01/2005.  The 401(k) Restoration Match portion of your account is eligible for distribution per the terms of the Plan.

9.                                        Supplemental Executive Retirement Plan (SERP)

The Supplemental Executive Retirement Plan has a three-year vesting schedule.  Funds in this Plan have not vested and will be forfeited.

10.                                  Benefits

a.                                        Long Term Care Insurance

Pursuant to paragraph 4.06(b) of the Agreement, you will keep the current Long Term Care Insurance contract provided to you and your spouse and Ceridian will continue to pay the remaining premiums until the policy is fully paid.

b.                                       Personal Days Off

You will receive a lump sum payment of $36,350.47 on your Termination Date representing all accrued personal days off, subject to applicable withholding.

c.                                        Health and Dental Coverage

The health and dental coverage in which you and any dependents are currently enrolled terminates on the last day of the month during which the Termination Date occurs.  You will be eligible to continue and/or participate in those employee benefits generally available to employees in accordance with the provision of the applicable benefit plans.

d.                                       Life Insurance

Life insurance coverage ends at midnight on the day you or your dependents become ineligible for the coverage. Eligibility ends at midnight on the last day of the month in which your termination date occurs. You may continue coverage for up to 18 months on an after-tax basis.

When your coverage ends or at the end of the continuation period, you may convert all or part of your current coverage to an individual whole life policy without providing evidence of insurability.  You will have 31 days after the end of your continuation period or when your coverage ends to elect conversion coverage.

e.                                        Other Insurance

Business Travel Accident, Accidental Death and Dismemberment Insurance and Short-Term and Long-Term Disability provided by Ceridian terminate at midnight on the Termination Date.

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11.                                  Outstanding Obligations

You agree that you will satisfy all outstanding obligations associated with your employment with Ceridian, including, but not limited to, return of any Ceridian equipment (other than equipment credited under paragraph 5 above), outstanding expense reports and travel advances, and the balance on your Ceridian credit card, on or before execution of this Mutual Termination Agreement.

12.                                  Pending and Threatened Litigation and Claims

Ceridian currently is involved in litigation commenced by or on behalf of shareholders and other third parties and is currently subject to an SEC investigation, and in the future, may become involved in other lawsuits or be subjected to other claims (collectively, “Company Litigation”).  You may be subpoenaed to give deposition testimony or to testify at trial in Company Litigation.  It also may be to Ceridian’s benefit to have you work with Ceridian in the defense of Company Litigation.  Further, it is possible that you could be named as a party-defendant in future litigation involving Ceridian.  In view of these circumstances, you and Ceridian agree as follows:

a.                                        Cooperation

You will make yourself available upon request to confer with Ceridian’s senior executive officers and lawyers at mutually convenient times and places during regular business hours for reasonable amounts of time regarding Company Litigation.

b.                                       Indemnification and Advancement of Expenses

Notwithstanding your separation from Ceridian’s employment and service as a director, with respect to events that occurred during your tenure as a director or an officer of Ceridian, you will be entitled, as a former director and officer of Ceridian, to the same rights that are afforded to its directors and senior executive officers now or in the future, to indemnification and advancement of expenses pursuant to and as provided in the Indemnification Agreement with you, in the charter documents of Ceridian and under applicable law, and to coverage and a legal defense under any applicable general liability and/or directors’ and officers’ liability insurance policies maintained by Ceridian.

c.                                        Counsel

The provisions of this paragraph c are subject to eligibility for indemnification and advancement of expenses under paragraph b above.  Ceridian will provide legal counsel at its expense to represent you in Company Litigation, which legal counsel may be the same legal counsel that is representing Ceridian at the same time (“Company Counsel”).  In the unlikely event that a conflict or adversity develops between you and Ceridian that would, under Rule 1.7 of the Minnesota Rules of Professional Conduct, preclude the continued representation of you by Company Counsel in Company Litigation, then you will have the right to withdraw from the representation provided by Company Counsel and to select your own legal counsel to continue to represent you in Company Litigation, in which event Ceridian will reimburse you for the attorneys’ fees and costs that are charged by your own legal counsel.

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Notwithstanding any other provision of this paragraph, you have the right to retain your own legal counsel, at your own expense, to represent you in Company Litigation jointly with Company Counsel, or to represent you in any other legal matters involving you and Ceridian.

13.                                  Confidentiality, Disclosure and Assignment

The terms and conditions of Article V of the Agreement, including without limitation, paragraph 5.01, remain in full force and effect and are not altered by this Mutual Termination Agreement.

14.                                  Non-Competition/Non-Recruitment and Non-Disparagement

The terms and conditions of Article VI of the Agreement, including w