Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment to Supplemental Officers Retirement Plan

On August 14, 2008 the board of directors of Automatic Data Processing, Inc. (the "Company" or "ADP") approved amendments to the Company's Supplemental Officers' Retirement Plan ("SORP"). These amendments include changes to the SORP benefits formula and the early retirement factors used for any active employee not already earning a benefit in the SORP by January 1, 2008 or any participant in the SORP who had not attained age 50 by January 1, 2009 ("Non-Grandfathered Participants"), as well as changes relating to the forms of benefit available under the SORP for all active current and future participants. In addition, the amendments include provisions required to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

Non-Grandfathered Participants will have their benefits under the SORP determined as:

The product of: (i) final average annual pay, (ii) up to 20 years of service,
(iii) 2%, and (iv) the participant's vested percentage

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The product of: (i) final average annual pay, (ii) up to 5 years of service (after the initial 20 years), (iii) 1% and (iv) the participant's vested percentage.

Final average annual pay for Non-Grandfathered Participants will be based on salary, bonuses, and incentive payment awards, excluding stock based awards.

The maximum annual plan benefit which may be paid to Non-Grandfathered Participants will be limited to 45% of a participant's final average annual pay.

A Non-Grandfathered Participant whose benefit payments under the SORP begin before the first day of the month on or after the participant's 65th birthday will receive reduced payments to adjust for the early retirement date.

Non-Grandfathered Participants cannot receive a SORP benefit less than the SORP benefit they had accrued on December 31, 2008 under the formula applicable to participants that do not qualify as Non-Grandfathered Participants.

If a Participant within 24 months after his employment terminates violates the non-competition provisions of any agreement he has entered into with the Company, he will forfeit all his benefits under the SORP.

The SORP was also amended to reflect its compliance with Section 409A of the Internal Revenue Code, the deferred compensation tax law. The amendments provide

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that benefits under the SORP begin on the earliest of (i) the later of attainment of age 60 and the first day of the seventh month following separation from service, (ii) disability or (iii) death. Participants can receive their benefits in the form of a single life annuity, a 25%, 50%, 75% or 100% joint and survivor annuity with a beneficiary or a ten year certain and life annuity. Subject to rules required under Section 409A of the Code, participants may generally also elect to have either 25% or 50% of their benefits under the SORP paid in a single lump sum.

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