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EXHIBIT 10.22
CERIDIAN CORPORATION
EMPLOYEES' BENEFIT PROTECTION
TRUST AGREEMENT
FIRST DECLARATION OF AMENDMENT
Pursuant to the retained power of amendment contained in Section 9.1 of the
Ceridian Corporation Employees' Benefit Protection Trust Agreement (the "Trust
Agreement"), Ceridian Corporation (the "Company") and U.S. Bank National
Association (the "Trustee"), formerly known as First Trust National Association,
hereby amend the Trust Agreement in the manner described below.
1. Section 1.1 of the Trust Agreement is amended to read as follows:
1.1 NAME. The name of the Trust is the "Ceridian Corporation
Benefit Protection Trust."
2. Section 1.4 (j) of the Trust Agreement is amended to read as follows:
(j) "Participant" means a current or former employee of
the Company or Subsidiary, or a current or former director of
the Company, who is a party to, or a participant under, one or
more of the Plans in accordance with their terms and
conditions.
3. Section 1.4 (l) of the Trust Agreement is amended to read as follows:
(l) "Plan" means any plan, program, policy or agreement
pursuant to which the Company or a Subsidiary is required to
provide deferred or supplemental compensation to a current or
former employee of the Company or Subsidiary or a current or
former director of the Company and which is listed on Schedule
1, as such schedule may be amended from time to time by the
Board.
4. Section 1.4(n) of the Trust Agreement is amended to read as follows:
(n) "Subsidiary" means any corporation at least a
majority of whose outstanding securities ordinarily having the
right to vote at elections of directors is owned, directly or
indirectly, by the Company.
5. Item 2 of Schedule 1 to the Trust Agreement is amended to read
as follows:
2. Ceridian Corporation Executive Investment Plan (formerly
known as the Ceridian Corporation Deferred Compensation Plan)
The foregoing amendments are effective as of January 1, 1999.
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To acknowledge and affirm the foregoing amendments, the Company and the Trustee
have caused this instrument to be executed by their duly authorized officers.
U.S. BANK NATIONAL ASSOCIATION CERIDIAN CORPORATION
By: /s/Xxxxxx Xxxxxx By: /s/Xxxx X. Xxxxxxxx
Title: Vice President Title: Vice President
By /s/Xxxx X. Xxxxxxxxxx By: /s/Xxxx X. Xxxxxx
Title: Vice President Title: Secretary
STATE OF MINNESOTA )
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COUNTY OF HENNEPIN )
On this 29th day of October, 1998, before me personally appeared Xxxx X.
Xxxxxxxx and Xxxx X. Xxxxxx, to me personally known, who, being each by me duly
sworn, did say that they are respectively the 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.
/s/Xxxxxxx Xxxxxx
Notary
Hennepin County, Minnesota
My commission expires 1/31/2000
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STATE OF MINNESOTA )
) ss.
COUNTY OF XXXXXX )
On this 2nd day of November, 1998, before me personally appeared Xxxxxx Xxxxxx
and Xxxx Xxxxxxxxxx, to me personally known, who, being each by me duly sworn,
did say that they are respectively the 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.
/s/Xxxxxxxx Xxxxxxxx
Notary
Xxxxxx County, Minnesota
My commission expires 1/31/2000
This document was drafted by
XXXXXXXXXXX XXXXX & XXXXXXXX LLP
3400 Plaza VII Building
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
