TRANSITION SERVICES AGREEMENT

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

between

AUTOMATIC DATA PROCESSING, INC.

and

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Dated as of March 29, 2007

Table of Contents

-i-

Service Schedules

-ii-

TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (this “ Agreement ”), dated as of March 29, 2007, between Automatic Data Processing, Inc., a Delaware corporation (“ ADP ”), and Broadridge Financial Solutions, Inc., a Delaware corporation (“ Broadridge ”). ADP and Broadridge shall be separately referred to herein as a “ Party ” and together as the “ Parties .”

WHEREAS, the Board of Directors of ADP has determined that it is in the best interests of ADP to separate the “Broadridge Business” (as defined below) and the “ADP Business” (as defined below) into two independent public companies (the “ Separation ” ), in order to provide greater flexibility for the management, capital requirements and growth of the Broadridge Business and to allow ADP to focus its time and resources on the development and growth of the ADP Business;

WHEREAS, ADP and Broadridge have entered into a Separation and Distribution Agreement, dated as of March 20, 2007 (as the same may be amended, supplemented, restated and/or modified from time to time, the “ Separation Agreement ”), in order to carry out, effect and consummate the Separation (including the distribution, by dividend, to ADP stockholders of the capital stock of Broadridge, as more fully defined and described in the Separation Agreement (the “ Distribution ” )); and

WHEREAS, the Separation Agreement requires that Broadridge and ADP enter into this Agreement to properly document the transitional services to be provided by ADP and/or “Third Party Service Providers” (as defined below) to Broadridge (and the other “Service Recipients”, as defined below).

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements entered into herein and in the Separation Agreement, and intending to be legally bound hereby, ADP and Broadridge agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Defined Terms. For all purposes of this Agreement:

“ Action ” means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority.

“ ADP ” has the meaning assigned to such term in the Preamble hereto.

“ ADP Business ” means all businesses and operations of the ADP Group, other than the Broadridge Business.

“ ADP Group ” means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group.

“ Affiliate ” means all entities that directly or indirectly control, are controlled by or are under common with a Party after giving effect to the Distribution. For this purpose, one entity “ controls ” another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest).

“ Agreement ” has the meaning assigned to such term in the Preamble hereto.

“ Ancillary Agreements ” means the Employee Matters Agreement, the Intellectual Property Transfer Agreement, the Data Center Outsourcing Services Agreement and the Tax Allocation Agreement.

“ Broadridge Business ” means all of the ADP Brokerage Services’ and Securities Clearing and Outsourcing Services’ businesses and operations as at the Distribution, as more fully described in ADP’s Form 10K for the fiscal year ended June 30, 2006.

“ Broadridge Group ” means Broadridge and each of its Subsidiaries and Affiliates and any corporation or other entity that may become part of such Group from time to time.

“ Business ” means the Broadridge Business and/or the ADP Business, as the context requires.

“ Business Day(s) ” means any day other than a Saturday, Sunday or national holiday.

“ Companies ” means all direct and indirect subsidiaries of ADP except for any such subsidiaries that are to be included within or owned by Broadridge as part of the Separation.

“ Data Center Outsourcing Services Agreement ” means the Data Center Outsourcing Services Agreement, to be entered into by and between ADP, Inc. and Broadridge, substantially in the form attached to the Separation Agreement, with such changes as may be agreed to by such parties and ADP.

“ Dispute Escalation Notice ” has the meaning assigned to such term in Section 6.2 .

“ Distribution ” has the meaning assigned to such term in the Recitals hereto.

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“ Distribution Date ” means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion.

“ Effective Time ” means the time at which the Distribution occurs on the Distribution Date.

“ Employee Matters Agreement ” means the employee matters agreement to be entered into by and between ADP and Broadridge, substantially in the form attached to the Separation Agreement, with such changes as may be agreed to by the Parties.

“ Fees “ has the meaning assigned to such term in Section 2.2(b) .

“ Force Majeure ” has the meaning assigned to such term in Section 6.16 .

“ Governmental Authority ” means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority.

“ Group ” means the ADP Group and/or the Broadridge Group, as the context requires.

“ Indemnified Party ” has the meaning assigned to such term in Section 5.1 .

“ Indemnifying Party ” has the meaning assigned to such term in Section 5.1 .

“ Information ” means all information of either the ADP Group or the Broadridge Group, as the context requires, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product), and other technical, financial, legal, employee or business information or data.

“ Intellectual Property Transfer Agreement ” means the intellectual property transfer agreement to be entered into between ADP and Broadridge, substantially in the form attached to the Separation Agreement, with such changes as may be agreed to by the Parties.

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“ Law ” means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

“ Losses ” has the meaning assigned to such term in Section 5.1 .

“ Notice ” has the meaning assigned to such term in Section 6.2(c) .

“ Parties ” has the meaning assigned to such term in the Preamble hereto.

“ Person ” means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

“ Separation ” has the meaning assigned to such term in the Recitals hereto.

“ Separation Agreement ” has the meaning assigned to such term in the Recitals hereto.

“ Service Recipient ” means Broadridge, its Affiliates, permitted assignees under the Separation Agreement and all legal entities owned by Broadridge immediately after the Distribution.

“ Service Schedule ” has the meaning assigned to such term in Section 2.1(a) .

“ Services ” has the meaning assigned to such term in Section 2.1(a) .

“ Subsidiary ” means, with respect to any Person, any other Person of which a Person (either alone or through or together with any other Subsidiary of such Person) owns, directly or indirectly, a majority of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“ Tax Allocation Agreement ” means the tax allocation agreement to be entered into by and between ADP and Broadridge, substantially in the form attached to the Separation Agreement, with such changes as may be agreed to by the Parties.

“ Term ” has the meaning assigned to such term in Section 3.1(a) .

“ Third Party Service Providers ” shall mean third parties which are or will be engaged by ADP or its Affiliates to assist in the delivery of its obligations under this Agreement.

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“ Transition ” means the transition of the Services from ADP or a Third Party Service Provider to Broadridge and/or its Affiliates or Broadridge’s own third party service providers.

1.2 General Interpretive Principles . (i) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires, (ii) the words “ hereof ,” “ herein ,” “ hereunder ,” and “ herewith ” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph and schedule are references to the Articles, Sections, paragraphs and schedules to this Agreement unless otherwise specified, (iii) the word “ including ” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified and (iv) any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

ARTICLE II

SERVICES

2.1 ADP Services.

(a) The term “ Services ” shall mean and refer solely to those services listed on Schedules 1 through 8 hereto (each a “ Service Schedule ”), that are necessary (i) for the uninterrupted and continued operations of the Broadridge Business after the Distribution Date in substantially the same manner as the Broadridge Business was conducted and operated immediately prior to the Distribution Date or (ii) to aid Broadridge in the Transition.

(b) Commencing on the Distribution Date and continuing throughout the Term, ADP agrees to provide through the ADP Group and Third Party Service Providers, subject to changes in applicable Law, the Services in accordance with the Service Schedules, it being understood by the Parties that (except as otherwise set forth in the Service Schedules) the Services shall be provided: (i) only to the extent that services of similar kind were provided by the ADP Group or Third Party Service Providers to the Broadridge Business prior to the Distribution Date; and (ii) consistent with this Agreement and in substantially the same manner (including, without limitation, as to level, quality and timeliness) as they had been provided to the Broadridge Business by the ADP Group and Third Party Service Providers on or prior to the Distribution Date.

(c) To the extent that any of the assets required to provide any Services have become the property of Broadridge pursuant to the Separation, Broadridge hereby grants ADP a limited, non-exclusive license to use such assets, for a period not to exceed the Term, for the purpose of providing such Services and aiding the Transition on the terms and subject to the conditions set forth in this Agreement.

(d) Broadridge and ADP shall use their commercially reasonable efforts to complete the Transition (including without limitation, in the case of Broadridge, identifying and recruiting applicable new personnel) as soon as practicable and in no event later

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then the expiration of the Term and shall commit and provide sufficient and appropriate resources to timely complete the Transition. ADP shall also use its best efforts to assist Broadridge in obtaining licenses and/or consents with or from any of ADP’s current vendors or service providers who are providing services, products or licenses to Broadridge or its Affiliates, or to ADP for the benefit of Broadridge or its Affiliates, prior to the Distribution Date; provided that in no event shall such assistance by ADP require or be deemed to require ADP to incur any additional costs or make any additional payments to any such vendors or service providers.

(e) Except with respect to ADP’s applicable efforts obligations under Section 2.1(d) above, Broadridge acknowledges and agrees that ADP has no obligation to obtain licenses or consents with any vendor or service provider in connection with the Services and that any failure by ADP to obtain any such license or consent will not constitute a breach of this Agreement or the negligence or willful misconduct of ADP; provided that failure to obtain any such license or consent shall not relieve ADP of its obligations to provide the Services set forth herein.

(f) Unless specifically set forth elsewhere herein to the contrary, this Agreement does not apply to the services to be provided by ADP (or any of its subsidiaries) to Broadridge (or any of its subsidiaries) pursuant to any Ancillary Agreements.

(g) If, after the execution of this Agreement, the Parties reasonably determine that a service (i) that was provided by the ADP Group or a Third Party Service Provider to the Broadridge Business prior to the Distribution Date and (ii) is reasonably necessary to the conduct of the Broadridge Business after the Distribution Date, was unintentionally omitted from the Service Schedules, then ADP shall provide such additional service to the Service Recipients (with such service becoming a Service for purposes of this Agreement) and a Service Schedule shall be created for such Service, it being agreed by the Parties that the charges for such additional Services shall be their actual cost to ADP (unless the exception contained in Section 2.2(b) , regarding countries other than the United States, applies).

(h) Broadridge and ADP hereby agree that ADP is under no obligation to enter into any engagements with new Third Party Service Providers in connection with this Agreement unless (i) ADP is entering into such new engagements with respect to its own internal business or in its ordinary course of business and (ii) Broadridge is not able to engage its own third party service providers with respect to the same subject matter within the applicable timing needs of Broadridge. The Parties shall use their commercially reasonable efforts to transition Broadridge from the ADP Group and the Third Party Service Providers to Broadridge or its own third party service providers.

2.2 Terms of the Service Schedules; Fees & Costs .

(a) ADP shall provide, and shall cause any Third Party Service Providers to provide, the Services with at least the same level of service and degree of quality as provided by ADP to the Broadridge Business prior to the Distribution Date.

(b) Each Service Schedule shall, in addition to the Services to be delivered by ADP, set forth the fees to be paid by Broadridge for such Services (collectively, the

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“ Fees ”). If not set forth in any Service Schedule, the Parties agree that the Fees for each of the Services are intended to be equal to ADP’s applicable allocated costs to the Broadridge Business prior to the Distribution, except to the extent that legal counsel with respect to any applicable country other than the United States (including, without limitation, India) has advised that a different fee for the Services is required or is more appropriate under the applicable Law of such other country.

(c) Not more than thirty (30) days following the end of each calendar month during the Term, ADP (directly or through one or more of its Affiliates) shall issue a monthly invoice to Broadridge, setting forth the Fees (itemized by Service) and any applicable taxes payable by Broadridge for such calendar month.

(d) Except as otherwise provided herein or in the applicable Service Schedules, the aggregate Fees under the Service Schedules shall be paid in full by Broadridge within thirty (30) days following receipt of an invoice from ADP, unless Broadridge in good faith disputes the amount of Fees contained in any such invoice, as provided in Section 2.2(e) below.

(e) If Broadridge, in good faith, disputes any Fees, it shall promptly submit to ADP written notice of such dispute and may withhold from its payment of the relevant invoice only such disputed amounts (except for applicable taxes).

(f) Broadridge understands that prior to the date of this Agreement, ADP may have contracted with Affiliates or Third Party Service Providers to provide services in connection with all or any portion of the Services. ADP may subcontract with its present and future Affiliates or Third Party Service Providers to provide the Services (and may increase the scope of such engagement of Affiliates or Third Party Service Providers).

(g) ADP shall promptly correct any errors or omissions in any of the Services that it has provided to Broadridge hereunder.

2.3 Services Management .

(a) Broadridge and ADP have established transition teams to lead and coordinate the Transition.

(b) Broadridge and ADP shall support the activities of their respective transition teams with the intent of enabling the completion of the Transition as soon as practicable.

ARTICLE III

TERM AND TERMINATION

3.1 Term and Service Terms . (a) The term of this Agreement shall commence on the Distribution Date and end on the first (1 ^st ) anniversary thereof, unless earlier terminated in accordance with Section 3.2 below (the “ Term ”). If the Parties agree (or if required by applicable Law), the Service Schedules will set forth any shorter periods for which particular Services will be provided.

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(b) During the Term, each of ADP and Broadridge shall continue to use their respective commercially reasonable efforts to timely complete the Transition.

3.2 Termination by Broadridge or ADP . This Agreement or any Service provided hereunder in accordance with a Service Schedule, as applicable, may be terminated as follows:

(a) except as otherwise provided by Law, by either Broadridge or