2003 Executive Charter: ADP



I. Purpose, Goals and Responsibilities

The purpose of the Executive Committee is to exercise, during the intervals between the meetings of the Board of Directors and except as otherwise provided in Section 3.2 of the Company's By-Laws, all the powers and authority of the Board in the management of the property, affairs and business of the Company, including the power to declare dividends and to authorize the issuance of stock.

II. Organization

The Executive Committee shall consist of three or more directors.

Committee members shall be elected by the Board at the organizational meeting of the Board of Directors; members shall serve until their successors shall be duly elected and qualified. The Committee's chairperson shall be designated by the full Board or, if it does not do so, the Committee members shall elect a chairperson by vote of a majority of the full Committee.

The Committee may form and delegate authority to subcommittees when appropriate.

III. Structure and Meetings

The chairperson of the Executive Committee will preside at each meeting of the Committee and, in consultation with the other members of the Committee, shall set the frequency and length of each meeting and the agenda of items to be addressed at each meeting. The chairperson will ensure that the agenda for each meeting is circulated in advance of the meeting.

IV. Performance Evaluation

The Executive Committee shall conduct an annual performance evaluation of itself.

V. Committee Resources

The Executive Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting, and other advisors and consultants. The Committee shall determine the extent of funding necessary for the payment of compensation to any advisor and/or consultant retained to advise the Committee.

VI. Disclosure of Charter

This Charter will be made available on the Company's website at "www.adp.com".