Deferred Compensation Plan – Automatic Data Processing Inc.

AUTOMATIC DATA PROCESSING, INC.

DEFERRED COMPENSATION PLAN

As Restated Effective July 1, 2010

The Automatic Data Processing, Inc. Deferred Compensation Plan is intended to
provide a select group of management or highly-compensated employees the ability
to defer certain compensation earned by such employees. This restated Plan
document applies to all deferrals made or vested under the Plan on or after
January 1, 2005 that are subject to the provisions of Section 409A of the
Internal Revenue Code. All other deferrals made and vested prior to January 1,
2005 are subject to the rules in effect at the time the compensation was
deferred. It is intended that this Plan will be supplemented by annual summaries
describing the Plan and participation in the Plan for the applicable Plan Year;
in the event of a conflict between the Plan and an annual summary, the terms of
the Plan shall control.

ARTICLE I
DEFINITIONS

Capitalized terms used in this Plan, shall have the meanings specified below.

1.1 “Account” or “Accounts” shall mean all of the Bonus
Deferral Subaccounts or Company Matching Contribution Subaccounts that are
specifically provided in this Plan.

1.2 “Affiliate” means (i) any person or entity that directly or
indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or
entity in which the Company has a significant interest. The term “control”
(including, with correlative meaning, the terms “controlled by” and “under
common control with”), as applied to any person or entity, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership
of voting or other securities, by contract or otherwise.

1.3 “Annual Bonus Payments” shall mean, with respect to any Eligible
Employee who does not qualify as a sales associate, the compensation earned
pursuant to any annual cash incentive plan or annual cash bonus plan or program
adopted by the Company; provided, however, that the following
compensation shall not qualify as “Annual Bonus Payments” hereunder: spot
bonuses, hiring bonuses, separation payments, retention payments, or other
special or extraordinary payments. Annual Bonus Payments shall only include
compensation that is contingent on the satisfaction of pre-established
organizational or individual performance criteria relating to the Company’s
fiscal year, and the performance criteria in respect of which was established in
writing no later than 90 days after the commencement of the performance period
to which such criteria relate.

1.4 “Annual Incentive Amounts” shall mean, as applicable, Annual Bonus
Payments and Qualifying Sales Bonuses.

1.5 “Beneficiary” or “Beneficiaries” shall mean the person or
persons designated in writing by a Participant in accordance with procedures
established by the Committee or the Plan Administrator to receive the benefits
specified hereunder in the event of the Participant’s death. No Beneficiary
designation shall become effective until it is filed with the Committee or the
Plan Administrator. If there is no such designation or if there is no surviving
designated Beneficiary, then the Participant’s surviving spouse shall be the
Beneficiary. If there is no surviving spouse to receive any benefits payable in
accordance with the preceding sentence, the duly appointed and currently acting
personal representative of the Participant’s estate (which shall include either
the Participant’s probate estate or living trust) shall be the Beneficiary.

1.6 “Board of Directors” or “Board” shall mean the Board of
Directors of Automatic Data Processing, Inc.

1.7 “Bonus Deferral Subaccount” shall mean the bookkeeping account
maintained by the Company or the Plan Administrator for each Participant that is
credited with amounts equal to (i) the portion of the Participant’s Annual
Incentive Amounts that he or she elects to defer, and (ii) earnings and losses
(based on the Investment Rate) attributable thereto.

1.8 “Code” shall mean the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
regulations or other interpretative guidance under such section, and any
amendments or successor provisions to such section, regulations or guidance.

1.9 “Committee” shall mean a committee as the Compensation Committee
may appoint to administer the Plan or, if no such committee has been appointed
by the Compensation Committee, then it shall be the Compensation Committee. As
of the effective date of this Plan, the Committee shall consist of those persons
occupying the positions of Vice President, Human Resources and General Counsel
of the Company.

1.10 “Company” shall mean Automatic Data Processing, Inc., a Delaware
corporation.

1.11 “Company Matching Contribution” shall mean the amount, if any,
contributed by the Company for a Participant with respect to a Plan Year under
Section 4.2.

1.12 “Company Matching Contribution Subaccount” shall mean the
bookkeeping account maintained by the Company or the Plan Administrator for each
Participant that is credited with an amount equal to (i) the Company Matching
Contribution, if any, and (ii) earnings and losses (based on the Investment
Rate) attributable thereto.

1.13 “Compensation Committee” shall mean the Compensation Committee of
the Board.

1.14 “Disability” shall mean a circumstance where the Company shall
have cause to terminate a Participant’s employment or service on account of
“disability,” as defined in any then-existing employment, consulting or other
similar agreement between the Participant and the Company or, in the absence of
such an employment, consulting or other similar agreement, a condition entitling
the Participant to receive benefits under a long-term disability plan of the
Company, or, in the absence of such a plan, as determined by the Committee based
upon medical evidence acceptable to it; provided, however, that a
Participant shall not have a Disability for purposes of the Plan unless the
Participant is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, or the Participant is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than 3
months under an accident and health plan covering the Company’s employees.

1.15 “Distributable Amount” shall mean the vested balance in a
Participant’s Accounts subject to distribution in a given Plan Year.

1.16 “Eligible Employee” shall mean those employees selected by the
Committee in accordance with the procedures set forth in Article II.

1.17 “Enrollment Period” shall mean a period of time, as determined by
the Committee with respect to each Plan Year, ending no later than the December
31 preceding the end of the performance period with respect to which the Annual
Incentive Amounts for such Plan Years relate; provided, however,
that if the relevant performance period does not end on June 30, the enrollment
period shall end at least six months before the conclusion of the applicable
performance period.

1.18 “ERISA” shall mean the Employee Retirement Income Security Act of
1974, as amended.

1.19 “Exchange Act” means the Securities Exchange Act of 1934, as
amended, and any successor thereto. Reference in the Plan to any section of (or
rule promulgated under) the Exchange Act shall be deemed to include any rules,
regulations or other interpretative guidance under such section or rule, and any
amendments or successor provisions to such section, rules, regulations or
guidance.

1.20 “Fund” or “Funds” shall mean one or more of the investment
funds selected by the Committee, or its designee, to which Participants may
elect to make deemed investments pursuant to Section 3.3.

1.21 “In-Service Distribution Date” shall mean, in the case of a
distribution to be made while the Participant is still employed by the Company,
the month of September of the Plan Year elected by the Participant.

1.22 “Investment Rate” shall mean, (i) for each Fund with a fixed rate
of return, the annual interest rate applicable to such Fund, as determined by
the Committee from time to time, and (ii) for any Fund that does not have a
fixed rate of return, any appreciation or depreciation in the value of the
investment in which the Participant is deemed invested.

1.23 “Participant” shall mean any Eligible Employee who becomes a
Participant in this Plan in accordance with Article II.

1.24 “Plan” shall mean this Automatic Data Processing, Inc. Deferred
Compensation Plan.

1.25 “Plan Administrator” shall mean, if applicable, any record keeper
appointed by the Company (which may include an Affiliate of the Company ) to
perform administrative and other functions associated with the Plan.

1.26 “Plan Year” shall mean the Company’s fiscal year, which runs from
July 1 to June 30.

1.27 “Qualifying Sales Bonuses” shall mean, with respect to any
Eligible Employee who qualifies as a sales associate and (i) receives sales
bonuses on a quarterly basis, the bonus paid to such person in respect of such
person’s performance for the Company’s fourth fiscal quarter in any Plan Year or
(ii) receives sales bonuses on a monthly basis, the bonus paid to such person in
respect of such person’s performance for the last month in any Plan Year.

1.28 “Scheduled Distribution Date” shall mean, as applicable, the
In-Service Distribution Date or the Separation from Service Distribution Date

1.29 “Separation from Service” shall mean that the employment or
service provider relationship with the Company and any entity that is to be
treated as a single employer with the Company for purposes of Treasury
Regulations Section 1.409A-1(h) (the “Single Employer“) terminates such
that the facts and circumstances indicate it is reasonably anticipated that no
further services will be performed or that the level of bona fide services the
Participant would perform after the termination (whether as an employee or as an
independent contractor) would permanently decrease to no more than 20 percent of
the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36-month period (or the
full period of services to the Single Employer if the Participant has been
providing services to the Single Employer less than 36 months).

1.30 “Separation from Service Distribution Date” shall mean, in the
case of a distribution on account of a Separation from Service, the seventh
month following the month in which the Separation from Service occurs.

1.31 “Unforeseeable Emergency” shall mean a severe unforeseeable
financial hardship as defined in Section 409A and the regulations thereunder,
including a severe financial hardship resulting from (i) an illness or accident
of the Participant, the Participant’s spouse, the Participant’s designated
Beneficiary, or the Participant’s dependent (as defined in Section 152 of the
Code, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), (ii) the loss
of the Participant’s property due to casualty, or (iii) other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the Participant’s control.

ARTICLE II

ELIGIBILITY FOR PARTICIPATION

2.1 Determination of Eligible Employee. As of the date of this Plan,
with respect to a given Plan Year, Eligible Employees shall consist of all
employees of the Company (or of any subsidiary that is incorporated in any State
in the United States of America), determined as of the June 30 immediately
preceding the Plan Year, that are (i) in executive letter grade positions, and
(ii) eligible to receive compensation pursuant to an annual cash incentive plan
or annual cash bonus plan or program; provided, however, that any
employee whose home country is not the United States of America shall not be
considered an Eligible Employee hereunder.

2.2 Participation. An Eligible Employee shall become a Participant in
the Plan by electing to make a deferral of Annual Incentive Amounts in a Plan
Year in accordance with Article III.

2.3 Amendment of Eligibility Criteria. The Committee may, in its
discretion, change which employees are Eligible Employees under the Plan for any
reason, including to comply with any applicable laws relating to the operation
of the Plan. Eligibility for participation in one Plan Year does not guarantee
eligibility to participate in any future Plan Year.

ARTICLE III
ELECTIONS

3.1 Election to Defer Annual Incentive Amounts.

(a) Timing of Election to Defer Annual Incentive Amounts. An Eligible
Employee may elect to defer Annual Incentive Amounts only during the Enrollment
Period.

(b) Amount Eligible for Deferral.

(1) As of July 1, 2010, an Eligible Employee may elect to defer up to up to
100% of his Annual Incentive Amounts. The Committee may change the amount that
may be deferred in respect of any Plan Year at any time, or from time to time.

(2) If necessary, the total amount deferred by a Participant shall be reduced
in 1% increments in order to satisfy Social Security Tax (including Medicare),
income tax withholding for compensation that cannot be deferred, employee
benefit plan withholding requirements and any other withholding requirements.

(c) Irrevocable Elections. Elections to defer Annual Incentive Amounts
shall become irrevocable as of the date for such Plan Year set by the Committee
in its sole discretion, which (i) in the case of an Annual Bonus Payment shall
in no event be later than six months before the conclusion of the performance
period with respect to which the Annual Bonus Payment relates and (ii) in the
case of a Qualifying Sales Bonus shall in no event be later than the December 31
of the calendar year preceding the calendar year in which the Qualifying Sales
Bonus will be earned.

(d) Duration of Election. An Eligible Employee’s election to defer
Annual Incentive Amounts for any Plan Year is effective only for such Plan Year.

(e) Method of Election. Elections to participate may be made in
writing, through an electronic medium such as a website enrollment window or an
email enrollment form or through a Plan Administrator, provided that the
election is binding when made and there is sufficient record of when such
election is made.

3.2 Elections as to Time and Form of Payment. During the Enrollment
Period, a Participant shall make an election regarding the time and form of
payment of the Annual Incentive Amounts deferred for that Plan Year (including
earnings and losses (based on the Investment Rate) attributable thereto).

(a) Elections as to Time. A Participant shall elect to receive a
distribution of his Annual Incentive Amounts to be deferred for a Plan Year (and
all earnings and losses (based on the Investment Rate) attributable thereto) (i)
on an In-Service Distribution Date, (ii) on a Separation from Service
Distribution Date or (iii) a portion on an In-Service Distribution Date and a
portion on a Separation from Service Distribution Date; provided,
however, that a Participant’s In-Service Distribution Date may be no
earlier than five years following the date on which the deferral of Annual
Incentive Amounts is made.

(b) Elections as to Form. A Participant shall elect the form of the
distribution of his Annual Incentive Amounts, whether in a lump sum payment or
in annual installments. If no such election is made, the Participant shall be
deemed to have elected to receive payment in a lump sum. A Participant may elect
annual installments to be paid over a period not to exceed fifteen years. A
Participant’s election to receive payment in annual installments on a Separation
from Service is subject to the terms of Section 6.2(a)(2).

(c) Application of Election. An election as to time and form of
payment made with respect to a given Plan Year shall apply only to the Annual
Incentive Amounts deferred for such Plan Year.

(d) No Changes Permitted. Except as permitted by Section 3.2(e) below,
elections as to time and form of payment shall become irrevocable as of December
31 of the Plan Year for which Annual Incentive Amounts are deferred.

(e) Subsequent Changes in Time and Form of Payment. A Participant may
delay the timing of a previously-scheduled payment or may change the form of a
payment only if such subsequent deferral election meets all of the following
requirements:

(i) the subsequent deferral election shall not take effect until at least 12
months after the date on which it is made;

(ii) the election must be made at least 12 months prior to the date the
payment is scheduled to be made. For installment payments, the election must be
made at least 12 months prior to the date the first payment in such installment
was scheduled to be made; and

(iii) the subsequent deferral election must delay the payment for at least
five years from the date the payment would otherwise have been made. For
installment payments, the delay is measured from the date the first payment was
scheduled to be made.

A Participant may make only one subsequent change with respect to deferrals
made for a specific Plan Year.

(f) Initial elections and subsequent elections, if any, may be made in
writing or through an electronic medium such as a website enrollment window or
though an email enrollment form or through a Plan Administrator, provided that
there is sufficient record of when such election is made.

3.3 Elections as to Deemed Investment Choices.

(a) Prior to the date on which the actual deferral of an Annual Incentive
Amount in respect of Plan Year is made by the Company, a Participant shall make
an election regarding how such Annual Incentive Amount shall be deemed to be
invested for purposes of determining the amount of earnings or losses to be
credited to the Participant’s Accounts. If no such election is made in respect
of Annual Incentive Amounts deferred in any Plan Year, then (i) the Participant
shall be deemed to have made the same election made by such Participant in
respect of the most recent Plan Year in which there was a deferral of Annual
Incentive Amounts, and (ii) if no election contemplated by clause (i) has been
made, the deferred Annual Incentive Amounts shall be deemed invested in the most
risk-free type of Fund, as determined by the Committee in its sole and absolute
discretion.

(b) The Committee shall select from time to time, in its sole and absolute
discretion, investments of various types that shall be communicated to the
Participant. The Investment Rate applicable to each Fund shall be used to
determine the amount of earnings or losses to be credited to Participant’s Bonus
Deferral Subaccount and Company Matching Contribution Subaccount. Deemed
investment choices shall not be changed unless the Committee promulgates a rule
of general application permitting such changes.

ARTICLE IV
DEFERRAL ACCOUNTS

4.1 Bonus Deferral Subaccount. The Company or Plan Administrator shall
establish and maintain a Bonus Deferral Subaccount for each Participant under
the Plan. Each Participant’s Bonus Deferral Subaccount shall be further divided
into separate subaccounts (“investment fund subaccounts”), each of which
corresponds to a Fund elected by the Participant. A Participant’s Bonus Deferral
Subaccount shall be credited as follows:

(a) on the day the amounts are withheld and/or deferred from a Participant’s
Annual Incentive Amounts, with an amount equal to the Annual Incentive Amounts
deferred by the Participant; and

(b) on a daily basis, each investment fund subaccount of a Participant’s
Bonus Deferral Subaccount shall be credited with earnings or losses based on the
applicable Investment Rate.

4.2 Company Matching Contributions. The Company shall match 50% of the
first $20,000 of Annual Incentive Amounts deferred by a Participant with respect
to a Plan Year, but only if the Participant has elected for such Annual
Incentive Amounts to be distributed following the Participant’s Separation from
Service; provided, however, that this matching contribution shall
not be made with respect to any Participant who is either (i) an “officer” of
the Company (as such term is defined under Rule 3b-7 of the Exchange Act) or
(ii) a Corporate Vice President of the Company, in either case, determined as of
the first day of the Plan Year.

4.3 Company Matching Contribution Subaccount. The Company or Plan
Administrator shall establish and maintain a Company Matching Contribution
Subaccount for each Participant who receives a Company Matching Contribution
under the Plan. A Participant’s Company Matching Contribution Subaccount shall
be further divided into separate investment fund subaccounts, each of which
corresponds to a Fund elected by the Participant. A Participant’s Company
Matching Contribution Subaccount shall be credited as follows:

(a) on the day such amount is deemed contributed, with an amount equal to the
Company Matching Contribution Amount, if any; and

(b) on a daily basis, each investment fund subaccount of a Participant’s
Company Matching Contribution Subaccount shall be credited with earnings or
losses based on the applicable Investment Rate.

ARTICLE V
VESTING

5.1 Vesting. A Participant shall be 100% vested at all times in his or
her Bonus Deferral Subaccount. A Participant shall vest in his or her Company
Matching Contribution Account at the time such Participant either (i) attains 65
years of age, or (ii) attains 55 years of age, with ten (10) or more years of
service credited with the Company and its subsidiaries. The Committee in its
sole discretion may credit a Participant with additional periods of service
solely for purposes of vesting in his or her Company Matching Contribution
Account.

5.2 Vesting Upon Death or Disability. Upon death or the Disability of
a Participant, the Participant shall be 100% vested in his or her Company
Matching Contribution Subaccount.

ARTICLE VI
DISTRIBUTIONS

Distributions from the Plan shall be made only in accordance with this
Article VI. All distributions shall be in cash.

6.1 Distribution of Accounts While Employed.

(a) Scheduled Distributions.

(1) In respect of all Distributable Amounts payable in a lump sum on an
In-Service Distribution Date, the value thereof shall be determined as of the
ninth day of the month of September in which the In-Service Distribution Date
occurs, and the distribution thereof shall be made as soon as administratively
possible (and in no event later than 90 days) thereafter. In respect of all
Distributable Amounts payable in installments on an In-Service Distribution
Date, all installments shall be valued as of the ninth day of the month of
September in each applicable year, and the distribution thereof shall be made as
soon as administratively practicable (and in no event later than 90 days)
thereafter.

(2) In the event a Participant has a Separation from Service prior to such
Participant’s In-Service Distribution Date, then the provisions of Section 6.2
shall instead apply to such distribution.

(b) Except as provided in Section 6.3, no unscheduled in-service
distributions are permitted.

6.2 Distribution of Accounts after Separation from Service. If a
Participant has a Separation from Service, the provisions of this Section 6.2
shall apply to the distribution of the Participant’s Accounts.

(a) Separation from Service.

(1) Age 55 with Ten Years of Service, or Age 65. At the time of the
Participant’s Separation from Service, if the Participant has either (i)
attained age 55 and has completed ten years of service, or (ii) attained age 65,
then the Participant’s Account shall be distributed in accordance with the
Participant’s elections.

(A) Lump Sum. For Distributable Amounts for which the Participant has
elected (or be deemed to have elected) a lump sum, the value thereof shall be
determined as of the ninth day of the seventh month following the Separation
from Service, and the distribution thereof shall be made as soon as
administratively possible (and in no event later than 90 days) thereafter. If
(i) a Participant has made an irrevocable election to defer his Annual Incentive
Amounts, (ii) such Annual Incentive Amounts are deferred after the Participant’s
Account has been distributed, and (iii) the Participant had elected to receive a
lump sum distribution, then the additional Account balance shall be valued and
distributed on the ninth day of the month immediately following the date the
Annual Incentive Amounts are deferred.

(B) Installment Payments. For Distributable Amounts for which the
Participant has elected installments, (i) the first installment shall be valued
as of the ninth day of the seventh month following the Separation from Service,
and the distribution thereof shall be made as soon as administratively possible
(and in no event later than 90 days) thereafter, and (ii) each subsequent
installment shall be valued as of the ninth day of September of each of the
following calendar years, and the distribution thereof shall be made as soon as
administratively possible (and in no event later than 90 days) thereafter. For
the avoidance of doubt, under no circumstances shall two installments be paid in
a single calendar year. If (x) a Participant has made an irrevocable election to
defer his Annual Incentive, (y) such Annual Incentive is deferred after the
Participant’s Account has started to be distributed, and (z) the Participant had
elected to receive installment payments, the additional deferral shall be added
to the Participant’s balance in his Bonus Deferral Subaccount and shall be
distributed in accordance with the installment election.

(2) All other Separations from Service. If, at the time of the
Participant’s Separation from Service, a Participant has neither (i) attained
age 55 and has completed ten years of service nor (ii) attained age 65, then the
Participant’s entire Account balance shall be distributed in a single lump sum.
In any such case, the Distributable Amounts shall be valued as of the ninth day
of the seventh month following the Separation from Service, and the distribution
thereof shall be made as soon as administratively possible (and in no event
later than 90 days) thereafter.

(b) Death. In the case of the death of a Participant, either while
employed by the Company or prior to distribution of the Participant’s entire
Account balance, the Participant’s Account balance shall be distributed to the
Participant’s Beneficiary as soon as administratively possible and in no event
later than 90 days following the death of the Participant. The value of the
Participant’s Account shall be determined as of the date on which the
Participant dies.

(c) Disability. In the case of the Disability of a Participant prior
to the commencement of distribution of the Participant’s Account balance, the
Participant’s Account balance shall be distributed to the Participant in a lump
sum as soon as administratively possible (and in no event later than 90 days)
after it has been determined that the Participant suffers from a Disability. The
value of the Participant’s Account shall be determined as of the date on which
it has been determined that the Participant suffers from a Disability.

6.3 Unforeseeable Emergency. A Participant shall be permitted to elect
a distribution from his Bonus Deferral Subaccount and/or his vested Company
Matching Contribution Subaccount, if any, prior to the date the Accounts were
otherwise to be distributed in the event of an Unforeseeable Emergency, subject
to the following restrictions:

(a) the election to take a distribution due to an Unforeseeable Emergency
shall be made by requesting such a distribution in writing to the Committee,
including the amount requested and a description of the need for the
distribution;

(b) the Committee shall make a determination, in its sole discretion, that
the requested distribution is on account of an Unforeseeable Emergency; and

(c) the Unforeseeable Emergency cannot be relieved (i) through reimbursement
or compensation by insurance or otherwise, (ii) by liquidation of the
Participant’s assets, to the extent the liquidation of assets would not itself
cause severe financial hardship, or (iii) by cessation of deferrals under this
Plan.

The amount determined by the Committee as distributable due to an
Unforeseeable Emergency shall be paid within 30 days after the request for the
distribution is approved by the Committee. The value of the Participant’s
Account shall be determined as of the date on which the distribution request was
made.

6.4 Valuation Date. In the event that any valuation date contemplated
by Section 6.1 or Section 6.2 is not a business day, then the valuation date
shall be the immediately preceding business day.

ARTICLE VII
ADMINISTRATION

7.1 Committee. A Committee shall be appointed by, and serve at the
pleasure of, the Compensation Committee. The number of members comprising the
Committee shall be determined by the Compensation Committee, which may from time
to time vary the number of members. A member of the Committee may resign by
delivering a written notice of resignation to the Compensation Committee. The
Compensation Committee or the Board may remove any member, with or without
cause, by delivering a copy of its resolution of removal to such member.

7.2 Committee Action. The Committee shall act at meetings by
affirmative vote of a majority of the members of the Committee. Any action
permitted to be taken at a meeting may be taken without a meeting if, prior to
such action, a written consent to the action is signed by a majority of members
of the Committee and such written consent is filed with the minutes of the
proceedings of the Committee. A member of the Committee shall not vote or act
upon any matter which relates solely to himself or herself as a Participant. Any
member of the Committee may execute any certificate or other written direction
on behalf of the Committee.

7.3 Powers of the Committee. The Committee, on behalf of the
Participants and their Beneficiaries, shall enforce the Plan in accordance with
its terms, shall be charged with the general administration of the Plan, and
shall have all powers necessary to accomplish its purposes, including, but not
limited to, the following:

(a) to select the Funds;

(b) to construe and interpret the terms and provisions of this Plan;

(d) to maintain all records that may be necessary for the administration of
the Plan;

(e) to provide for the disclosure of all information and the filing or
provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;

(f) to make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not inconsistent with the
terms hereof;

(g) to appoint a Plan Administrator, or any other agent, and to delegate to
them such powers and duties in connection with the administration of the Plan as
the Committee may from time to time prescribe; and

(h) to take all actions necessary for the administration of the Plan.

7.4 Construction and Interpretation. The Committee shall have full
discretion to construe and interpret the terms and provisions of this Plan,
which interpretations or construction shall be final and binding on all parties,
including but not limited to the Company and any Participant or Beneficiary.

7.5 Compensation, Expenses and Indemnity.

(a) The members of the Committee shall serve without compensation for their
services hereunder.

(b) The Committee is authorized at the expense of the Company to employ such
legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.

ARTICLE VIII
MISCELLANEOUS

8.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims,
or interest in any specific property or assets of the Company. No assets of the
Company shall be held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. Any and all of the Company’s
assets shall be, and remain, the general unpledged, unrestricted assets of the
Company. The Company’s obligation under the Plan shall be merely that of an
unfunded and unsecured promise of the Company to pay money in the future, and
the rights of the Participants and Beneficiaries shall be no greater than those
of unsecured general creditors. It is the intention of the Company that this
Plan be unfunded for purposes of the Code and for purposes of Title I of ERISA.

8.2 Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or corporation. No part of a Participant’s Accounts shall be
liable for the debts, contracts, or engagements of any Participant, his or her
Beneficiary, or successors in interest, nor shall a Participant’s Accounts be
subject to execution by levy, attachment, or garnishment or by any other legal
or equitable proceeding, nor shall any such person have any right to alienate,
anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or
payments hereunder in any manner whatsoever.

8.3 Withholding. There shall be deducted from each payment made under
the Plan or any other compensation payable to the Participant (or Beneficiary)
all taxes which are required to be withheld by the Company in respect to such
payment or this Plan. The Company shall have the right to reduce any payment (or
compensation) by the amount of cash sufficient to provide the amount of said
taxes.

8.4 Amendment, Modification, Suspension or Termination. The
Compensation Committee may amend, modify, suspend or terminate the Plan in whole
or in part, except that no amendment, modification, suspension or termination
shall have any retroactive effect to reduce any amounts allocated to a
Participant’s Accounts. The Committee may also amend the Plan, provided that the
Committee may only adopt amendments that (i) do not have a negative material
financial impact on the Company; or (ii) are required by tax or legal statutes,
regulations or pronouncements.

8.5 Governing Law. Except to extent preempted by Federal law, this
Plan shall be governed by and construed in accordance with the internal laws of
the State of Delaware applicable to contracts made and performed wholly within
the State of Delaware, without giving effect to the conflict of laws provisions
thereof.

8.6 Receipt or Release. Any payment to a Participant or the
Participant’s Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims against the
Committee and the Company. The Committee may require such Participant or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect.

8.7 Limitation of Rights and Employment Relationship. Neither the
establishment of the Plan nor any modification thereof, nor the creating of any
fund or account, nor the payment of any benefits shall be construed as giving to
any Participant, or Beneficiary or other person any legal or equitable right
against the Company except as provided in the Plan; and in no event shall the
terms of employment of any Employee or Participant be modified or in any way be
affected by the provisions of the Plan.

8.8 Headings. Headings and subheadings in this Plan are inserted for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.

8.9 Section 409A. All provisions of the Plan shall be construed and
interpreted in a manner consistent with the requirements for avoiding taxes or
penalties under Section 409A of the Code (“Section 409A“). If the
Committee determines that any amounts payable hereunder may be taxable to a
Participant under Section 409A, the Company may (i) adopt such amendments to the
Plan and appropriate policies and procedures, including amendments and policies
with retroactive effect, that the Committee determines necessary or appropriate
to preserve the intended tax treatment of the benefits provided by the Plan
and/or (ii) take such other actions as the Committee determines necessary or
appropriate to avoid or limit the imposition of an additional tax under Section
409A; provided, that the Company shall have no liability to a Participant or
Beneficiary with respect to the tax imposed by Section 409A.

As evidence of the amendment and restatement of this Plan, effective July 1,
2010, by Automatic Data Processing, Inc., this document is signed by a duly
authorized officer.

	AUTOMATIC DATA PROCESSING, INC.


	By:	/s/ Michael A. Bonarti
		Name: Michael A. Bonarti
		Title: Vice President, General Counsel
		and Secretary

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.