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EXHIBIT 10.23
CERIDIAN CORPORATION
BENEFIT PROTECTION TRUST AGREEMENT
SECOND DECLARATION OF AMENDMENT
Pursuant to the retained power of amendment contained in Section 9.1 of the
Ceridian Corporation Benefit Protection Trust Agreement (the "Trust Agreement"),
the undersigned hereby amend the Trust Agreement in the manner described below.
1. Section 1.4 of the Trust Agreement is amended by redesignating Sections
1.4(e) through 1.4(p) as Sections 1.4(f) through 1.4(q) and by adding a
new Subsection (e), which reads as follows:
(e) "Company" means New Ceridian Corporation, renamed Ceridian
Corporation after the New Ceridian Spin-off (as defined in Section 1.7
of this Trust Agreement).
2. A new Section 1.7 is added to the Trust Agreement which reads as
follows:
1.7 NEW CERIDIAN SPIN-OFF. This Trust Agreement was made and
entered into as of December 1, 1994 between Ceridian Corporation, a
Delaware corporation, and First Trust National Association, now known
as U.S. Bank National Association. In connection with the spin-off by
Ceridian Corporation of all of the outstanding common stock of New
Ceridian Corporation, a Delaware corporation and wholly owned
subsidiary of Ceridian Corporation (the "New Ceridian Spin-off"), the
Trust Agreement was amended, effective as of March 27, 2001, to
substitute New Ceridian Corporation for Ceridian Corporation as the
"Company" for all purposes of this Trust Agreement. (For the period
from the effective time of the substitution through the effective time
of the New Ceridian Spin-off, Ceridian Corporation (to be renamed
Arbitron Inc.) will be deemed to be a Subsidiary.) Following the New
Ceridian Spin-off, Ceridian Corporation was renamed Arbitron Inc. and
New Ceridian Corporation was renamed Ceridian Corporation. Without
limiting any other consequences resulting from the substitution
described in this section, by reason of the substitution:
(a) Ceridian Corporation (formerly New Ceridian Corporation) is
the grantor of the Trust;
(b) Ceridian Corporation (formerly New Ceridian Corporation)
has all of the rights, powers, privileges and authority and all of the
duties and responsibilities arising under or in connection with the
Trust Agreement that Arbitron Inc. (formerly Ceridian Corporation) had
before the substitution; and
(c) Arbitron Inc. (formerly Ceridian Corporation) has no
rights, powers, privileges, authority, duties or responsibilities to
the Trustee or any other person arising under or in connection with the
Trust Agreement.
The foregoing amendments are effective as of March 27, 2001.
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To acknowledge and affirm the foregoing amendments, the undersigned have caused
this instrument to be executed by their duly authorized officers.
U.S. BANK NATIONAL ASSOCIATION CERIDIAN CORPORATION
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Title: Assistant Vice President Title: Senior Vice President,
--------------------------------- Human Resources
Date: March 27, 2001 Date: March 26, 2001
By: /s/ X. X. Xxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------------
Title: Vice President Title: Vice President, General
--------------------------------- Counsel and Secretary
Date: March 27, 2001 Date: March 26, 2001
To evidence its consent to the foregoing amendments, the undersigned has caused
this instrument to be executed by its duly authorized officers.
NEW CERIDIAN CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
Title: Senior Vice President,
Human Resources
Date: March 26, 2001
By:/s/ Xxxx X. Xxxxxx
Title: Vice President, General
Counsel and Secretary
Date: March 26, 2001
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STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 26th day of March, 2001, before me personally appeared Xxxxxxx X. Xxxxxx
and Xxxx X. Xxxxxx, to me personally known, who, being each by me duly sworn,
did say that they are respectively the Senior Vice President and Secretary of
Ceridian Corporation, the corporation named in the foregoing instrument and that
the instrument was signed on behalf of the corporation, and they acknowledged
the instrument to be the free act and deed of said corporation.
{SEAL} /s/ Xxxxxxxx X. Xxxxxxxx
Notary
STATE OF MINNESOTA )
) ss.
COUNTY OF XXXXXX )
On this 27th day of March, 2001, before me personally appeared Xxxx X. Xxxxxx
and X. X. Xxxxx, to me personally known, who, being each by me duly sworn, did
say that they are respectively the Assistant Vice President and Vice President
of U.S. Bank National Association, the national banking association named in the
foregoing instrument and that the instrument was signed on behalf of the
association, and they acknowledged the instrument to be the free act and deed of
the association.
{SEAL} /s/ Xxx X. XxxxXxxxxx
---------------------------------
Notary
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
On this 26th day of March, 2001, before me personally appeared Xxxxxxx X. Xxxxxx
and Xxxx X. Xxxxxx, to me personally known, who, being each by me duly sworn,
did say that they are respectively the Senior Vice President and Secretary of
New Ceridian Corporation, the corporation named in the foregoing instrument and
that the instrument was signed on behalf of the corporation, and they
acknowledged the instrument to be the free act and deed of said corporation.
{SEAL} /s/ Xxxxxxxx X. Xxxxxxxx
Notary
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