<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit1021.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
                                                                   Exhibit 10.21



                                                     October 20, 2005

James D. Aramanda
50 East Saddle River Road
Saddle River, New Jersey  07458

Dear Jim:

     This  employment  agreement  outlines our  understandings  concerning  your
position as a Group President of Automatic Data Processing, Inc. ("ADP").

     ADP and you agree as follows:

     1. Employment and Term.

     a. You shall be employed by ADP as a Group  President,  in accordance  with
the direction,  and subject to the authority and control of, ADP's President and
Chief Operating Officer. In your position as a Group President,  ADP's Brokerage
Service Group,  Dealer  Services Group and Claims  Services Group will initially
report to you.

     b. You shall  devote  your full  business  time,  energy and  skill,  on an
exclusive  basis,  to the business and affairs of ADP and will use your business
time,  energy and skill to promote the business and interests of ADP and any and
all of the ADP divisions, subsidiaries and affiliates.

     c. As a condition of your employment, you agree to abide by and be bound by
the terms,  conditions and provisions of paragraphs 1, 2, 3, 4, 5, 6, 7 and 9 of
Exhibit A ("the Restrictive  Covenant") which are incorporated by reference into
this employment agreement.

     d. The initial term of this  employment  agreement shall be for a period of
three years. This employment  agreement shall  automatically  continue after its
initial  term  unless  and until  either  of us gives  the other 120 days  prior
written notice that this employment  agreement shall terminate at the end of the
initial term or, if later, 120 days after the date such notice is given.

                                       1
<PAGE>

     2. Compensation and Benefits.

     a. ADP shall  initially  pay you a salary of $525,000 per annum.  ADP shall
review  your salary  annually  beginning  April 1, 2007.  Your salary may not be
decreased during the term of this employment agreement.

     b. Your target bonus for each fiscal year (i.e. July 1 to June 30) shall be
60% of your salary.  You will be guaranteed 100% of your bonus target for fiscal
year 2006 if you start  employment by December 1, 2005.  Other than as set forth
in the  immediately  preceding  sentence,  the actual bonus paid to you for each
fiscal  year shall be based upon your and ADP's  accomplishments  in relation to
pre-established performance goals.

     c. ADP shall pay you a one-time bonus of $450,000 within 30 days after your
start date or at a later date if desired.  If you  voluntarily  leave ADP or are
terminated  pursuant to paragraph 9a within 2 years of your start date, you must
repay to ADP such bonus  payment of $450,000.  In the event of your death or you
becoming  disabled as defined in paragraph 9b within 2 years of your start date,
the  repayment  to ADP shall be prorated by  multiplying  $450,000 by a fraction
consisting  of a numerator  being the number of months  between the date of your
death  or the  date  you  become  disabled  under  paragraph  9b and  the 2 year
anniversary of your start date and a denominator of 24.

     d. ADP shall also pay you a bonus of $840,000 on or about February 1, 2006.
In the event that you  voluntarily  terminate your  employment or are terminated
pursuant to  paragraph  9a within 1 year of your start date,  you shall repay to
ADP this $840,000 bonus within 30 days of your last date of  employment.  In the
event of your death or you becoming disabled as defined in paragraph 9b within 1
year of your start date,  the repayment to ADP shall be prorated by  multiplying
the bonus payment under this  paragraph by a fraction  consisting of a numerator
being the number of months between the date of your death or the date you become
disabled under paragraph 9b and the 1 year  anniversary of your start date and a
denominator of 12.

     e. You shall also be entitled to  participate  in all of ADP's then current
pension,  401(k),  medical  and health,  life,  accident,  disability  and other
insurance  programs,  stock purchase and other plans and  arrangements  that are
generally available to other ADP executives in accordance with their terms.

     3. Restricted Stock.

     a.  You  shall  receive  the  following  grants  of  ADP  performance-based
restricted stock within 30 days of your start date as follows: (i) 20,000 shares
whose  restrictions  will lapse on January 1, 2007; and (ii) 20,000 shares whose
restrictions  will lapse on January 1, 2008. The above and

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any  subsequent  grants  of  restricted  stock  that  may be  made  to you  from
time-to-time  shall be subject  to the terms and  policies  governing  ADP's Key
Employees' Restricted Stock Plan.

     b. You shall be granted 4,125 shares of performance-based  restricted stock
for ADP  fiscal  year  2007.  The  restrictions  on this  grant  shall  lapse in
accordance with the terms of the plan.

     4. Stock  Options.  You shall be offered an initial  stock  option grant of
67,000 shares on or about  January 2006. If accepted,  such options will vest in
accordance  with the terms of the grant  including  the  Restrictive  Covenants.
Normal  additional grants shall be in the range of 33,500 options per year. Such
grants are presently made in January.

     5. SORP

     a. As an  officer  of ADP,  you shall be  eligible  to  participate  in the
Automatic Data  Processing,  Inc.  Supplemental  Officers  Retirement  Plan (the
"SORP") effective January 1, 2006 in accordance with the provisions of the SORP.

     b. In the event ADP  terminates  your  employment for any reason other than
"for cause" or for a permanent or serious  disability  or upon your death before
you vest in the SORP,  ADP shall pay you,  beginning  upon your reaching 60, the
sum of $65,800 per year for 15 years ("the guarantee period").  In the event ADP
terminates your  employment as the result of a disability  pursuant to paragraph
9b or upon your death before you vest in the SORP,  ADP shall pay a sum per year
which is  determined  by  multiplying  $65,800  by a  fraction  consisting  of a
numerator  that is the  number  of  months  you  worked  at ADP at the time your
employment  was  terminated  due  to  your  death  or  for  a  disability  and a
denominator of 60, which payments shall begin after the date of the  termination
of your employment and continue for 15 years ("the guarantee period II"). Should
you  predecease  the  completion  of  the  applicable   guarantee  period,  your
designated beneficiary will continue to receive the benefit for the remainder of
the applicable  guarantee  period.  This paragraph 5b shall become null and void
once you begin vesting in the SORP.

     6.  Change in  Control.  You,  as an officer of ADP,  shall be  eligible to
participate in the ADP Change In Control Severance Plan for Corporate Officers.

     7. Motor Vehicle  Allowance.  You shall be entitled to participate in ADP's
Executive Fleet Program on the same basis as other participants.

     8. Golf  Membership  Reimbursement.  In the event you are required to repay
Mellon any  country  club or golf fee upon  leaving  its  employment,  ADP shall
reimburse  you the  amount  of such  repayment.  ADP  shall  calculate  any

                                     3
<PAGE>

such  reimbursement  to you to account for normal and ordinary  tax  liabilities
incurred  by you as a result  of the  reimbursement  payment  by ADP so that you
shall receive a payment representing the costs of your repayment to Mellon.

     9. Termination and Severance Payments.

     If your employment  with ADP is terminated,  you will receive the following
compensation:

     a. If you are  discharged for cause,  ADP's  obligation to make payments to
you shall cease on the date of such  discharge.  As used  herein,  the term "for
cause" shall cover  circumstances  where ADP elects to terminate your employment
because you have (i) been  convicted of a or pled nolo  contendere to a criminal
act for which the punishment  under  applicable law may be death or imprisonment
for more than one year,  (ii)  willfully  or  recklessly  failed or  refused  to
perform  your  material  obligations  as a Group  President  and such failure or
refusal shall continue during the 30 day period  following the receipt by you of
written notice from ADP of such failure or refusal,  (iii)  committed any act or
omission  of  gross  negligence  in the  performance  of  your  material  duties
hereunder  and  failed to take  appropriate  corrective  action,  if such act or
omission is susceptible of  correction,  during the 30 day period  following the
receipt  by you of  written  notice  from ADP of such act or  omission  of gross
negligence,  (iv)  committed any act of willful or reckless  misconduct,  or (v)
violated ADP's Code of Business Conduct and Ethics, a copy of which can be found
at  www.adpcorp.com  under "About  ADP",  Ethics,  Code of Business  Conduct and
Ethics .

     b. If you become  permanently and seriously disabled as defined under ADP's
Long Term  disability  plan then in  effect,  so that you are  absent  from your
office due to such disability and otherwise unable substantially to perform your
services hereunder, ADP may terminate your employment. ADP shall continue to pay
you your  full  compensation  up to and  including  the  effective  date of your
termination  for  disability.  If  your  death  occurs  during  the  initial  or
subsequent term of this employment agreement,  ADP's obligation to make payments
to you shall cease on the date of your death. Notwithstanding the foregoing, you
shall be  eligible  for a  pro-rated  bonus  based upon the number of months you
worked in the  fiscal  year at the time of your death or the  effective  date of
your termination due to a disability.

     c. If you elect to resign from ADP,  ADP's  obligation  to make payments to
you shall cease on the date your employment  ends. If you voluntarily  terminate
your  employment  because ADP,  without your prior written  consent,  materially
reduces your duties and  responsibilities  from those of a Group President,  you
shall be considered to have been

                                     4
<PAGE>

involuntarily  terminated  without  cause for the  purposes  of this  employment
agreement.  Notwithstanding  the foregoing,  the  disposition of a business unit
reporting to you or the relocation of your primary office within the continental
United  States  shall not qualify as events  making a voluntary  termination  an
involuntary  termination  without  cause  for the  purposes  of this  employment
agreement.

     d. If during  the first 3 years of your  employment,  ADP  terminates  your
employment  for any reason  other than "for  cause" or for a  disability  as set
forth in  paragraph  9b or upon your  death,  you will be paid your then  annual
salary under paragraph 2a through the date which is three years from the date on
which you start  employment  with ADP.  You shall also be able to  exercise  any
stock options that vest and keep any restricted stock whose  restrictions  lapse
by the date  which is three  years  from the date on which you start  employment
with ADP.

     e. If after  the  first 3 years of your  employment,  ADP  terminates  your
employment  for any reason  other than "for cause" or for a permanent or serious
disability or upon your death, you will receive severance payments as follows:

     (i) if the date of  termination is prior to you reaching 60 years of age, 2
years of severance pay (including base salary and target bonus); and

     (ii) if the date of termination is after you reach 60 but prior to reaching
65, 1 year of severance pay (including base salary and target bonus).  You shall
also be able to exercise  any stock  options  that vest and keep any  restricted
stock whose  restrictions  lapse during the time periods set forth in paragraphs
9e(i)  or  9e(ii).  Additional  severance  benefits  may  be  offered  to you in
accordance  with any  Severance  Pay  Policy of ADP in effect at the time of the
termination  of  employment.  You will  have to  execute a  General  Release  as
prepared by ADP  pursuant to its  Severance  Pay Policy in effect at the time of
termination  as a condition  of  receiving  any  severance  payments  under this
paragraph.

     10. Miscellaneous

     a.  All  notices  shall  be sent to the  parties  by  hand  delivery  or by
certified or registered  mail at the addresses set forth above or to any changed
address  which  may be given in  writing  hereafter.  All  notices  to ADP shall
include two copies to ADP at One ADP Boulevard,  Roseland, New Jersey 07068 (one
copy to the attention of its General Counsel and the other copy to the attention
of its President).  Unless hand  delivered,  notices shall be deemed given three
business days following the date deposited in the U.S. mails or one business

                                     5
<PAGE>

day following the date of delivery to a nationally  recognized overnight courier
service.

     b. In the event that this employment  agreement or any provision  hereof is
declared invalid,  unenforceable or illegal by any court, agency,  commission or
arbitrator(s)  having jurisdiction  hereof or thereof,  neither party shall have
any cause of action or claim against the other by reason of such  declaration of
invalidity,  unenforceability or illegality; and any such declaration concerning
any provision  hereof shall not affect,  impair or  invalidate  the remainder of
this  employment  agreement,  but shall be  confined  in its  operation  to that
provision  hereof only and the  remainder  of this  employment  agreement  shall
remain in full force and effect.  The parties  hereto  agree to  substitute  the
invalid, unenforceable or illegal provision by a valid, enforceable or legal one
which  corresponds  to the spirit and purpose of the invalid,  unenforceable  or
illegal provisions to the greatest extent possible.

     c. This employment agreement may not be changed, modified or amended in any
manner except by an instrument in writing signed by all parties hereto.

     d. This employment  agreement is personal to each of the parties hereto and
no party  hereto  may  assign  or  delegate  any of its  rights  or  obligations
hereunder without first obtaining the written consent of the other party.

     e. The headings  contained in this  employment  agreement are for reference
purposes  only and  shall not  affect  the  meaning  or  interpretation  of this
employment agreement.

     f. No failure or delay on the part of any party  hereto in the  exercise of
any right  hereunder in enforcing or requiring the  compliance or performance by
the other party of any of the terms and conditions of this employment  agreement
shall operate as a waiver of any such right,  or constitute a waiver of a breach
of any such terms and  conditions,  nor shall any single or partial  exercise of
any such right preclude other or further exercise thereof or of any other right,
nor shall any of the  aforementioned  failures  or delays  affect or impair such
rights  generally in any way. The waiver by any party of a breach of any term or
condition of this employment  agreement by the other party shall neither operate
as nor be construed as a waiver of any subsequent breach thereof.

     g. This employment agreement and its validity, construction and performance
shall  be  governed  in all  respects  by the laws of the  State of New  Jersey,
without giving effect to its conflicts of laws principles.  Any lawsuits arising
out of or in connection with this  employment  agreement shall be brought in the
Superior Court of New Jersey,  Bergen County,  or the Federal  District Court of
the District of New Jersey.  You and ADP hereby consent to the  jurisdiction

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<PAGE>

and venue of such courts.  You and ADP waive any right to a trial by jury of any
such lawsuit.

     If the foregoing correctly sets forth our understandings,  please sign this
employment  agreement  where  indicated,  whereupon  it will  become  a  binding
agreement between us.
                                         Automatic Data Processing, Inc.



                                         By:   /s/ Gary Butler
                                            -----------------------------------
                                                   Gary Butler, President
                                                   and Chief Operating Officer

Accepted and Agreed:

/s/ James D. Aramanda
----------------------
    James D. Aramanda

                                     7

<PAGE>

                                    EXHIBIT A


ADP Logo

                              Restrictive Covenant

     In my position(s)  with Automatic Data  Processing,  Inc., its subsidiaries
and affiliates  (collectively "ADP"), I participate in policy decisions and have
access to ADP's confidential  information and trade secrets. I enjoy substantial
compensation  and benefits from ADP and am  participating  substantially  in its
2000 Stock Option Plan.  Since it is in ADP's best  interests that all employees
in executive positions execute restrictive covenants, I agree as follows:

     1. During the period that I am an ADP  employee  and ending  twelve  months
after the date I cease to be an ADP  employee  for any  reason  whatsoever  (the
"Non-Competition Period"), I will not, provided that I have been an ADP employee
for at least six months,  directly or  indirectly,  become or be interested  in,
employed  by, or  associated  with in any  capacity,  any  person,  corporation,
partnership  or other entity  whatsoever  (a "Person")  engaged in any aspect of
ADP's businesses or businesses ADP has formal plans to enter on the date I cease
to be an ADP employee (the "Termination  Date"), in a capacity which is the same
or similar to any capacity in which I was involved  during the last two years of
my employment by ADP. The restrictions set forth in this paragraph 1 shall apply
only to the  businesses  or  businesses  that ADP has formal plans to enter with
which I was involved. After the Termination Date, however, nothing shall prevent
me from owning,  as an inactive  investor,  securities of any  competitor of ADP
which is  listed  on a  national  securities  exchange.  Furthermore,  after the
Termination Date, I may become employed in a separate,  autonomous division of a
corporation provided such division is not a competitor of ADP.

     2.  During and after my  employment  by ADP, I will not use, or disclose to
any  Person  any  confidential   information,   trade  secrets  and  proprietary
information  of ADP,  its  vendors,  licensors,  marketing  partners or clients,
learned  by me during my  employment  and/or any of the names and  addresses  of
clients of ADP. I acknowledge that I am prohibited from taking any confidential,
proprietary or other materials or property of ADP with me upon termination of my
employment.  Upon termination of my employment, I shall return all ADP materials
(including,  without  limitation,  all memoranda and notes containing the names,
addresses and/or needs of ADP clients and bona fide  prospective  clients) in my
possession  or  over  which I  exercise  control,  regardless  of  whether  such
materials were prepared by ADP, me or a third party.

     3.  During the  Non-Competition  Period,  I shall  not,  on my behalf or on
behalf of any other Person, directly or indirectly, solicit, contact, call upon,
communicate with or attempt to communicate with any Person which was a client or
a bona  fide  prospective  client of ADP  before  the  Termination  Date to sell
(license  or  lease)  any  software  or  service   competitive   or  potentially
competitive with any software or services sold,  licensed,  leased,  provided or
under  development  by ADP during the two-year  period prior to the  Termination
Date,  provided that the  restrictions  set forth in this paragraph 3 shall only
apply to clients or bona fide  prospective  clients  of  businesses  of ADP with
which I was involved.

     4. During the  Non-Competition  Period, I will not, directly or indirectly,
hire,  contract  with,  solicit,  or  encourage  to leave  ADP's  employ any ADP
employee, or hire or contract with any former ADP employee within one year after
the date such person ceases to be an ADP employee.

     5. During my  employment  by ADP, I shall not accept any  position  (unless
such  position  is  to  commence  after  my  employment  ceases),  compensation,
reimbursement  or funds,  or their  equivalent,  from any Person  engaged in any
business in which ADP is engaged.

     6. A violation of the foregoing covenants not to compete,  not to disclose,
not to solicit and not to hire will cause  irreparable  injury to ADP. ADP shall
be entitled,  in addition to any other rights and remedies it may have at law or
in equity,  to an injunction  enjoining and restraining me from performing,  and
continuing in the performance of, any such violation.

<PAGE>

     7. I understand and acknowledge  that ADP shall have the sole and exclusive
rights to  anything  relating  to its  actual or  prospective  business  which I
conceive or work on, either in whole or in part,  while employed by ADP and that
all such work  product may be property of ADP as "works for hire" under  federal
copyright  law  and  may  also  constitute  ADP   confidential  and  proprietary
information. Accordingly, I:

     (a) will  promptly  and fully  disclose  all such items to ADP and will not
disclose such items to any other person or entity without ADP's prior consent;

     (b) will maintain on ADP's behalf and surrender to ADP upon  termination of
my employment appropriate written records regarding all such items;

     (c) will, but without personal  expense,  fully cooperate with ADP, execute
all  papers and  perform  all acts  requested  by ADP to  establish,  confirm or
protect its  exclusive  rights in such items or to enable it to  transfer  legal
title to such items, together with any patents that may be issued;

     (d) will, but without personal  expense,  provide such information and true
testimony as ADP may request regarding such items including, without limitation,
items  which I  neither  conceived  nor  worked  on but  regarding  which I have
knowledge because of my employment with ADP;

     (e) hereby assign to ADP, it successors and assigns, exclusive right, title
and interest in and to all such items,  including any patents which have been or
may be issued; and

     (f)  state  that  only such  items in which I  personally  hold or claim an
interest and which are not subject to this Agreement are listed on the Ownership
Schedule  attached  hereto.  The absence of an Ownership  Schedule means that no
such items exist.

     8. My obligations  under this Agreement shall be binding upon me regardless
of which office(s) of ADP I am employed at or position(s) I hold and shall inure
to the benefit of any successors or assigns of ADP. This  Agreement  supplements
and does not supersede any prior  agreement(s)  on the subject matter  addressed
herein.

     9. If any  provision  of this  Agreement is invalid or  unenforceable,  the
balance of this  Agreement  shall  remain in  effect.  This  Agreement  shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
Jersey. I acknowledge that the terms of this Agreement are reasonable and that I
have had a reasonable opportunity to consult with an attorney before agreeing to
the terms of this Agreement.

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</DOCUMENT>
