X0202 4 2007-11-09 1 0001124887 CERIDIAN CORP /DE/ CEN 0001378931 Marinello Kathryn V CERIDIAN CORPORATION 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 1 1 0 0 President & CEO Common Stock 2007-11-09 4 D 0 162790 36.00 D 0 D Employee Stock Option (Right to Buy) 23.65 2007-11-09 4 D 0 352361 D 2009-10-01 2011-10-20 Common Stock 352361 0 D Pursuant to the Agreement and Plan of Merger dated as of May 30, 2007, and amended as of July 30, 2007, by and among the Issuer, Foundation Holdings, Inc. and Foundation Merger Sub, Inc., a wholly owned subsidiary of Foundation Holdings, Inc. (the "Merger Agreement"), on November 9, 2007, immediately upon the effectiveness of the merger of Foundation Merger Sub, Inc. with and into the Issuer (the"Merger"), each of the 54,264 shares of Issuer's common stock and 108,526 shares of restricted Issuer's common stock, were cancelled and converted into the right to receive $36.00 in cash, without interest, and less any applicable withholding taxes. Pursuant to the Merger Agreement, each outstanding stock option to acquire Issuer's common stock, whether vested or not vested, that remained outstanding as of the effective time of the Merger was cancelled and converted into the right to receive a cash payment equal to the number of shares of Issuer's common stock underlying the option multiplied by the amount (if any) by which $36.00 exceeds the applicable exercise price of the option, less any applicable withholding taxes. /s/ William E. McDonald, Attorney-in-fact 2007-11-09