<PAGE>
                                                                   EXHIBIT 10.35


                              CERIDIAN CORPORATION
                           DEFERRED COMPENSATION PLAN

                         FOURTH DECLARATION OF AMENDMENT

Pursuant to the retained power of amendment contained in Section 6.2 of the
Ceridian Corporation Deferred Compensation Plan, the undersigned hereby amends
the Plan in the manner desribed below.

1.    Section 3.2(e) of the Plan is amended to read as follows:

      (e)   Timing of Credits. Deferrals of an Active Participant's Base
            Compensation, Annual Bonus and Eligible Long-Term Bonus pursuant to
            this section will be credited to his or her Participant Deferral
            Account as of the last day of the calendar month first following the
            date on which the Participant would have otherwise received the Base
            Compensation, Annual Bonus or Eligible Long-Term Bonus but for his
            or her deferral election pursuant to this section.

2.    Section 3.4(j)(viii)(2) of the Plan is amended to read as follows:

      (2)   CHANGE OF CONTROL. "Change of Control" shall mean the first of the
following events to occur:

            (A) there is consummated a merger or consolidation to which the
Company or any direct or indirect subsidiary of the Company is a party if the
merger or consolidation would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) less than 60% of the
combined voting power of the securities of the Company or such surviving entity
or any parent thereof outstanding immediately after such merger or
consolidation; or

            (B) the direct or indirect beneficial ownership (as defined in Rule
13d-3 under the Securities Exchange Act of 1934) in the aggregate of securities
of the Company representing (20%) or more of the total combined voting power of
the Company 's then issued and outstanding securities is acquired by any person
or entity or group of associated persons or entities acting in concert;
provided, however, that for purposes of hereof, the following acquisitions shall
not constitute a Change of Control: (I) any acquisition by the Company or any of
its subsidiaries, (II) any acquisition directly from the Company or any of its
subsidiaries, (III) any acquisition by any employee benefit plan (or related
trust or fiduciary) sponsored or maintained by the Company or any corporation
controlled by the Company, (IV) any acquisition by an underwriter temporarily
holding securities pursuant to an offering of such securities, (V) any

<PAGE>
acquisition by a corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock
of the Company (VI) any acquisition in connection with which, pursuant to Rule
13d-1 promulgated pursuant to the Exchange Act, the individual, entity or group
is permitted to, and actually does, report its beneficial ownership on Schedule
13-G (or any successor Schedule); provided that, if any such individual, entity
or group subsequently becomes required to or does report its beneficial
ownership on Schedule 13D (or any successor Schedule), then, for purposes of
this paragraph, such individual, entity or group shall be deemed to have first
acquired, on the first date on which such individual, entity or group becomes
required to or does so report, beneficial ownership of all of the voting
securities of the Company beneficially owned by it on such date, and (VII) any
acquisition in connection with a merger or consolidation which, pursuant to
paragraph (A) above, does not constitute a Change of Control; or

      (C) there is consummated a transaction contemplated by an agreement for
the sale or disposition by the Company of all or substantially all of the
Company 's assets, other than a sale or disposition by the Company of all or
substantially all of the Company 's assets to an entity, at least 60% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale; or

      (D) the stockholders of the Company approve any plan or proposal for the
liquidation of the Company; or

      (E) a change in the composition of the Board such that the "Continuity
Directors" cease for any reason to constitute at least a majority of the Board.
For purposes of this clause, "Continuity Directors" means those members of the
Board who either (I) were directors on January 29, 2002, or (II) were elected
by, or on the nomination or recommendation of, at least a two-thirds (2/3)
majority of the then-existing Board (other than a director whose initial
assumption of office was in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company); or

      (F) such other event or transaction as the Board shall determine
constitutes a Change of Control.

3.    A new Sub-Section (D) is added to Section 6.2 as follows:

      (D) Notwithstanding anything in the Plan to the contrary, from and after
the occurrence of a Change of Control, no amendment may be made to the Plan that
would adversely affect the terms and conditions associated with the Account
balance of any Participant as of the date of the Change of Control.

The foregoing amendments are effective as of January 29, 2002.


                                       2
<PAGE>
The undersigned has caused this instrument to be executed by its duly authorized
officers this 29th day of January, 2002.

                                            CERIDIAN CORPORATION


Attest: /s/ William E. McDonald             By /s/ Shirley J. Hughes
        ----------------------------           ---------------------------------
        Deputy Secretary                       Senior Vice President


                                       3