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                                                                   Exhibit 10.19


                                LENDINGTREE, INC.
                    DEFERRED COMPENSATION PLAN FOR EMPLOYEES


SECTION 1.  NAME.  This plan shall be known as the LendingTree, Inc. Employee
Deferred Compensation Plan and is herein referred to as the "Plan."

SECTION 2.  DEFINITIONS.  The following definitions shall apply in interpreting
            the Plan:

       2.1    "Account" shall mean either (i) a Cash Account, (ii) a Stock
              Account or (iii) an Option Proceeds Account.

       2.2    "Beneficiary" shall mean such individual or the trustees or
              trustee of a trust as may be designated by a Participant pursuant
              to such Participant's deferral election.

       2.3    "Board" means the Board of Directors of the Company.

       2.4    "Change in Control" shall mean (i) the acquisition by any Person
              of shares of the Company's stock representing more than 50.0% of
              the total voting power of the Company; (ii) the following
              individuals cease for any reason to constitute a majority of the
              number of directors then serving: individuals who, on the date
              hereof, constitute the Board and any new director (other than a
              director whose initial assumption of office is 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) whose appointment or election by the
              Board or nomination for election by the Company's stockholders
              was approved or recommended by a vote of at least two-thirds (2/3)
              of the directors then still in office who either were directors on
              the date hereof or whose appointment, election or nomination for
              election was previously so approved or recommended; (iii) any
              merger, share exchange, consolidation or other reorganization or
              business combination in which the Company is not the surviving or
              continuing corporation or in which the Company's stockholders do
              not control greater than 50.0% of the voting power of the
              surviving or continuing corporation, or in which the Company's
              stockholders become


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              entitled to receive cash, securities of the Company other than
              voting common stock, or securities of another issuer; or (v) the
              stockholders of the Company approve a plan of complete liquidation
              or dissolution of the Company or there is consummated 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 50.0% 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.

       2.5    "Company" means LendingTree, Inc., a Delaware corporation.

       2.6    "Compensation" shall mean the base salary, bonus or other
              Compensation payable in cash or Stock (other than Option Proceeds)
              deferred pursuant to Section 4 hereof.

       2.7    "Compensation Committee" shall mean the Compensation Committee of
              the Board of Directors of the Company.

       2.8    "Eligible Employee" shall mean an Employee of the Company, as
              determined by the Compensation Committee, determined on a Plan
              Year basis.

       2.9    "Employee" shall mean any full-time employee (including officers)
              of the Company.

       2.10   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
              amended.

       2.11   "Fair Market Value" shall mean the Fair Market Value of a share of
              the Common Stock for any purpose on a particular date as shall be
              determined in a manner such as the the Committee shall in good
              faith determine to be appropriate; provided, that with respect to
              Awards granted on the date of the consummation of the Initial
              Public Offering, the "Fair Market Value" of a share of Common
              Stock on such date shall be the initial price to the public as set
              forth in the final prospectus included within the registration
              statement on form S-1 filed with the Securities and Exchange
              Commission for the Initial Public Offering.

       2.12   "Initial Public Offering" shall mean the initial public offering
              of shares of Stock, as registered with the Securities and Exchange
              Commission.

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       2.13   "Management Incentive Plan" shall mean the Management Incentive
              Plan of LendingTree, Inc. and any successor plan or arrangement
              for the payment of cash bonuses.

       2.14   "Non-Qualified Option" shall mean a stock option granted under a
              Company Stock Plan that is not intended to be an "incentive stock
              option" within the meaning of Section 422 of the Internal Revenue
              Code of 1986, as amended from time to time.

       2.15   "Option Proceeds" shall mean, with respect to the exercise of a
              Non-Qualified Option, the excess of (i) the number of shares
              exercised, over (ii) the number of shares utilized to pay the
              price of such Option.

       2.16   "Participant" shall mean an Eligible Employee of the Company who
              elects to defer Compensation or Option Proceeds under the terms of
              the Plan.

       2.17   "Person" shall have the meaning given in Section 3(a)(9) of the
              Exchange Act, as modified and used in Sections 13(d) and 14(d)
              thereof, except that such term shall not include (i) the Company
              or any of its subsidiaries, (ii) a trustee or other fiduciary
              holding securities under an employee benefit plan of the Company
              or any of its affiliates, (iii) an underwriter temporarily holding
              securities pursuant to an offering of such securities, or (iv) 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.

       2.18   "Plan Year" shall mean the calendar year; provided, however, that
              the first Plan Year shall commence on the date on which the Plan
              is adopted and shall terminate on the next December 31.

       2.19   "Stock" shall mean the Common Stock of the Company.

       2.20   "Stock Unit" shall mean a unit allocated to a Stock Account or
              Option Proceeds Account having the equivalent value of a share of
              Stock.

       2.21   "Stock Plan" shall mean the Company's Amended and Restated 1999
              Stock Incentive Plan and similar prior or subsequent plans of the
              Company providing for granting of stock options and other
              equity-based incentives to Employees.


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SECTION 3.  PARTICIPATION.

       3.1    Any Eligible Employee of the Company receiving Compensation for
              services performed may elect to have all or part of such
              Compensation otherwise payable to him or her deferred and paid at
              the time and in the manner prescribed herein. Any Eligible
              Employee of the Company who has been granted a Non-Qualified
              Option may elect to have all or part of the Option Proceeds
              otherwise payable to him or her deferred and paid at the time and
              in the manner prescribed herein. Such deferral shall be made on
              such form as shall be determined by the Compensation Committee
              from time to time.

       3.2    An Eligible Employee, with respect to deferral of base salary and
              bonus payable under the Management Incentive Plan, shall make an
              election to defer such amount no later than December 31 of the
              Plan Year immediately preceding the Plan Year in respect of which
              such base salary or bonus is payable; provided, however, the
              Compensation Committee may allow an Employee whose employment
              begins during any Plan Year to elect to defer Compensation (other
              than Compensation attributable to a bonus relating to the Plan
              Year in which such Employee's employment begins) commencing with
              the beginning of any calendar quarter of such Plan Year.

       3.3    Any election to defer Compensation communicated to the Company as
              provided in Section 3.2 shall continue in force with respect to
              all succeeding years of the Employee's service unless the Employee
              advises the Company in writing at least seven days prior to the
              commencement of any new fiscal quarter that he or she has elected
              to terminate such deferral effective with respect to all
              Compensation earned after the commencement of such next fiscal
              quarter, except that with respect to any Compensation payable in
              Stock, such notice shall be made at least seven days prior to the
              commencement of the Company's fiscal year to terminate such
              deferral effective with respect to Compensation payable in Stock
              earned after the commencement of such next fiscal year. The amount
              accumulated pursuant to the Plan prior to notice of the election
              to terminate deferral will continue to be subject to the
              provisions of the Plan.

SECTION 4.  METHOD OF DEFERRAL OF COMPENSATION.

       4.1    The Company shall establish a separate deferred compensation
              account (a "Deferred Compensation Account") on its books in the
              name of each Partici-

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              pant. The Deferred Compensation Account shall consist of two
              parts: (1) an amount equal to cash Compensation (the "Cash
              Account") deferred by the Employee under the Plan, together with
              interest credited thereto pursuant to Section 4.3 hereof; and (2)
              a number of Stock Units equal to the number of shares of Stock
              hypothetically purchased with deferred cash Compensation and/or
              the number of shares of deferred Stock Compensation (the "Stock
              Account"), together with dividend equivalents deemed to have been
              paid on each Stock Unit allocated to the Employee's Stock Account.
              The number of Stock Units hypothetically purchased with deferred
              cash Compensation and dividend equivalents shall be equal to the
              amount of such cash Compensation or dividend equivalents divided
              by the average of the high and low selling price of a share of
              Stock as reported by the New York Stock Exchange - Composite
              Transactions Reporting System on the date of payment of such cash
              Compensation or dividend payment date, or if the Stock is not
              traded on such date, on the immediately prior trading date or if
              the Common Stock is neither listed on a national securities
              exchange or quotation system not quoted by NASDAQ, the fair market
              value as determined by such other method as the Compensation
              Committee determines otherwise.

       4.2    There shall be allocated to each participating Employee's Deferred
              Compensation Account all Compensation at such times and in such
              amounts as such Compensation would have been available to such
              Employee had he or she not elected to defer the receipt of such
              Compensation pursuant to Section 3.

       4.3    Interest shall be credited on the balance credited to the
              Employee's Cash Account. Such interest shall be computed quarterly
              at a rate equal to one-fourth of the one-year Treasury Bill rate
              plus one percentage point, on the last business day of each
              quarter, and shall be paid on the average balance of the Cash
              Account, determined by dividing the sum of the opening and closing
              balances of the Account by two. If installment payments are being
              made from the cash portion of the Employee's Account as provided
              in Section 6 hereunder, such interest accruing during the payout
              period shall be paid quarterly in cash to the Employee or
              Beneficiary, as the case may be.

       4.4    Dividend equivalents shall be deemed to have been paid on deferred
              cash Compensation allocated to the Employee's Stock Account as if
              there were actual shares of Stock issued and outstanding on the
              record date for payment of dividends. Dividend equivalents so
              allocated will in turn be converted into deferred Stock Units and
              credited to the Employee's Stock Account on each

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              dividend payment date. If installment payments are being made from
              the Employee's Stock Account as provided in Section 6 hereunder,
              such dividend equivalents accruing during the payout period shall
              be paid on each Payment Date (as defined in Section 6.1) to the
              Employee or Beneficiary, as the case may be.

SECTION 5.  METHOD OF DEFERRAL OF STOCK OPTION PROCEEDS.

       5.1    Any Eligible Employee who has been granted a Non-Qualified Option
              may make an irrevocable election to defer the receipt of any
              proceeds from the exercise of such Option ("Option Proceeds") into
              an Option Proceeds Account. The Company shall establish an Option
              Proceeds Account on its books in the name of each such
              Participant.

       5.2    An election to defer Option Proceeds communicated to the Company
              as provided in Section 5.1 shall be made no later than six months
              prior to the date on which such option is first to be exercised.
              An election to defer Option Proceeds may be made with respect to
              all or a portion of the shares covered by a single Non-Qualified
              Option. Such an election may be made once with respect to any such
              Non-Qualified Option. Option Proceeds deferred under the Plan
              shall be allocated to the Participant's Option Proceeds Account in
              a number of Stock Units equal to the number of shares of Stock
              that otherwise would have been delivered to such Participant, net
              of any employment taxes required to be withheld by the Company at
              the time of exercise of the Non-Qualified Option.

       5.3    To qualify for the deferral of Option Proceeds, the Participant
              must pay the full exercise price with respect to a Non-Qualified
              Option either (i) by delivery of shares of Common Stock already
              owned by such Participant for at least six months (which may
              include shares received as a result of prior exercise of an
              option) having a Fair Market Value (determined as of the date such
              Option is exercised) equal to all or part of the aggregate
              exercise price of such Option or (ii) if provided for in the
              agreement evidencing such Option, by authorizing the Company to
              withhold from those shares that would otherwise be obtained upon
              exercise of such Option a number of shares having a Fair Market
              Value equal to the aggregate exercise price of such Option.

       5.4    Dividend equivalents shall be deemed to have been paid on deferred
              Stock Units allocated to the Employee's Option Proceeds Account as
              if there were

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              actual shares of Stock issued and outstanding on the record date
              for payment of dividends. Dividend equivalents so allocated will
              in turn be converted into deferred Stock Units and credited to the
              Employee's Option Proceeds Account on each dividend payment date.
              If installment payments are being made from the Employee's Option
              Proceeds Account as provided in Section 6 hereunder, such dividend
              equivalents accruing during the payout period shall be paid on
              each Payment Date (as defined in Section 6.1) to the Employee or
              Beneficiary, as the case may be.

SECTION 6.  PAYMENT OF DEFERRED COMPENSATION.

       6.1    The Company shall pay or commence payment to the Employee of the
              balance credited to such Employee's Account upon an Employee's
              retirement from his or her primary occupation or employment, or
              upon attaining the age of 65, or upon termination of the
              Employee's employment with Company for any reason other than
              death, whichever occurs later, or at such other time as the
              Employee shall specifically and irrevocably designate when he or
              she signs the letter agreement in the form attached as Exhibit A,
              as such form may be modified by the Committee from time to time
              (hereinafter called the "Distribution Event"). Distributions from
              Accounts may be made in cash or in whole shares of Stock;
              provided, however, that the portion of the Account attributable
              to the deferral of Stock awards or Option Proceeds may be paid
              only in shares of Stock, as set forth below. If no specific
              election as to time and manner of payment is designated, payment
              shall be as follows: (i) payments will be made in equal
              installments as of the last business day of each quarter of the
              fiscal year of the Company ("Payment Date") over a five-year
              period following the occurrence of the applicable Distribution
              Event; (ii) the first installment payment shall be paid as of the
              Payment Date coincident with or next succeeding the Distribution
              Event and the succeeding installment payments shall be paid as of
              the succeeding Payment Dates; (iii) each installment payment shall
              be equal to one-twentieth (or an appropriate fraction if a payout
              period other than five years is selected) of the value of the
              Employee's Account on the first Payment Date; (iv) each
              installment payment of the cash portion of the Employee's Account
              shall be paid in cash; and (v) each installment payment of the
              Stock portion of the Employee's Account shall be paid in whole
              shares of Stock and any fractional interests shall be accrued
              until the last Payment Date and paid out in whole shares of Stock,
              with any remaining fractional interest paid in cash. The value of
              the Stock portion of the Employee's Account shall be equal to the
              number of hypothetical shares held in

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              such Account multiplied by the average of the high and low selling
              price of the Stock as reported by the New York Stock Exchange -
              Composite Transaction Reporting System on the date of the
              applicable Distribution Event or the applicable Payment Date, or
              if the Stock was not traded on such date, on the immediately prior
              trading date or if the Common Stock is neither listed on a
              national securities exchange or quotation systems not quoted by
              NASDAQ, the fair market value as determined by such other methods
              as the Compensation Committee determines otherwise.

       6.2    Upon termination by reason of death, or upon the death of an
              Employee either before or while receiving distributions under
              Section 6.1 hereof, all installments, or remaining installments,
              as the case may be, shall be paid in a lump sum to such
              Beneficiaries and in such proportions among them as the Employee
              shall have designated in the latest written agreement filed with
              the Company; provided, however, that the Employee may specify that
              such undistributed amount shall be paid to any one Beneficiary in
              equal quarterly installments commencing with the next succeeding
              Payment Date after the Employee's death. The aggregate number of
              such installments paid to any Beneficiary hereunder shall not
              exceed the number of installments which could have been paid to
              the Employee as provided under Section 6.1 had he or she survived.
              If there shall be no Beneficiary designated or in existence at the
              time of the Employee's death, any undistributed amount shall be
              paid to the executor or administrator of the Employee's estate. If
              payments are being made in installments to an individual
              Beneficiary, then upon such Beneficiary's death any amount then
              undistributed shall be paid in a lump sum to the executor or
              administrator of his or her estate.

       6.3    Notwithstanding any other provisions of this Plan to the contrary,
              the Committee in its sole and absolute discretion may at any time
              authorize payment of part or all of the Employee's Account to such
              Employee or his or her Beneficiary prior to the time such
              deferred compensation would otherwise be payable pursuant to the
              provisions of the Plan, in such manner as shall be determined by
              the Committee, in any case where the Committee determines that the
              Employee or Beneficiary has proved a demonstrated financial
              hardship. The determination of the Committee shall be final,
              conclusive and binding upon all persons affected thereby.

SECTION 7.  CHANGE IN CONTROL.


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       7.1    In the event that the Compensation Committee shall have determined
              that a Change in Control is imminent, the Compensation Committee
              shall direct the Company to establish an irrevocable trust and to
              contribute to such trust (a) money or other property in an amount
              sufficient to fund the present value of the benefits allocated to
              the Cash Accounts of the Plan's participants and (b) a number of
              shares of Stock equal to the number of phantom shares allocated to
              the Stock Accounts and Option Proceeds Accounts of the Plan's
              participants. The trust shall be treated as a grantor trust, of
              which the Company is the grantor, within the meaning of subpart
              E, part I, subchapter J, chapter 1, subtitle A of the Code, and
              shall be based on the guidelines established by the Internal
              Revenue Service in Revenue Procedure 92-64 (or any successor
              guidelines).

       7.2    In the event of a Change in Control involving the sale, exchange,
              or other disposition of shares of Stock, each Stock Unit allocated
              to a Participant's Stock Account and/or Option Proceeds Account,
              together with dividend equivalents accrued thereon, shall be
              converted, where applicable, into the per share consideration
              received by the Company's stockholders in the transaction
              constituting a Change in Control as though such Stock Units were
              actual shares of Stock.

SECTION 8.  ADMINISTRATION.

       8.1    The Plan shall be administered by the Compensation Committee. The
              Compensation Committee may delegate such duties as it determines
              to members of management.

       8.2    All determinations made by the Compensation Committee with respect
              to the Plan shall be conclusive and binding on the Company and its
              successors, the Participants and their Beneficiaries.

SECTION 9.  GENERAL PROVISIONS.

       9.1    The number of Stock Units allocated to Stock Accounts or Option
              Proceeds Accounts shall be adjusted by the Compensation Committee,
              as it deems appropriate, to reflect any reclassification,
              recapitalization, stock split, dividend or other distribution
              (whether in the form of cash, stock or other property),
              combination, merger, consolidation, spin-off, share exchange,
              repurchase or other similar corporate transaction or event that,
              in the discretion of

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              the Committee, affects the Stock such that an adjustment is
              appropriate in order to prevent diminution or enlargement of the
              rights of Participants under the Plan.

       9.2    The right of any Employee to receive future payments of cash or
              Stock under the provisions of the Plan shall be an unsecured claim
              against the general assets of the Company.

       9.3    A Participant may change his or her Beneficiary at any time by
              notifying the Compensation Committee in such form as the
              Compensation Committee shall from time to time designate.

       9.4    No Employee or Beneficiary shall have any power to commute,
              encumber, sell, or otherwise dispose of the rights provided
              herein, and such rights shall be non-assignable and
              non-transferable.

SECTION 10.         TERMINATION OF THE PLAN; AMENDMENT OF THE PLAN.

       10.1   The Plan shall continue in effect until terminated by resolution
              of the Board.

       10.2   The Plan may be amended from time to time by resolution of the
              Compensation Committee; provided, however, that the Plan may not
              be adversely amended with respect to outstanding deferrals of
              Compensation or Option Proceeds for at least two years following
              the occurrence of a Change in Control

SECTION 11.  EFFECTIVE DATE OF THE PLAN.

The Plan shall be effective with respect to any Compensation payable to an
Employee for services or with respect to Option Proceeds relating to the
exercise of Non-Qualified Options that are exercised after the date upon which
the Plan was adopted.

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                                    EXHIBIT A


LendingTree, Inc.
[Address]

Attention:  Secretary

Gentlemen:

         Pursuant to the provisions of Section 3 of the LendingTree, Inc.
Employee's Deferred Compensation Plan (hereinafter called the "Plan"), I hereby
irrevocably elect to have the Compensation checked below deferred in the manner
provided in the Plan:
(Designate percentage to be deferred.)

<TABLE>
<CAPTION>
                                                                          Cash             Stock
                                                                          ----             -----
<S>                                                                       <C>              <C>
[ ]         Base Salary                                                   ____%            _____%
[ ]         Bonus                                                         ____%            _____%
[ ]         Exercise of Non-Qualified Stock Option                                         _____%

</TABLE>

This direction shall be effective with respect to all periods subsequent to the
date hereof until I advise the Company to terminate said deferment as provided
in Section 3 of the Plan.

         I specifically and irrevocably designate that if no specific
designation is made below, the amounts due me under the Plan as Deferred
Compensation shall be distributed to me as specified in Section 6 of the Plan:

         Time of Distribution Event
         Period of Payment:

                  [ ]        In a lump sum
                  [ ]        In equal quarterly installments over ____ years
                  [ ]        Other:  __________
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         Form of Payment of that portion of my Account representing cash
Compensation invested in Stock (that portion of the Account representing Stock
awards and Option Proceeds may be paid only in Stock):

                  [ ]        In Stock
                  [ ]        In Cash

         In the event that I should die while I am an Employee of the Company or
prior to receipt of all distributions to which I am entitled under the Plan, I
hereby direct that, pursuant to Section 6 thereof, all amounts distributable to
me under the Plan or the undistributed balance thereof, as the case may be, be
distributed as follows:

         [ ]   In a lump sum to ______________________________
                                 (Insert Name of Beneficiary)

                                ______________________________

                                ______________________________
                                (If more than one Beneficiary is named, indicate
                                 percentages to be paid to each Beneficiary)

         [ ]   In installments as provided in the Plan to

                                ______________________________
                                 (Name one Beneficiary only)

                                ______________________________
                                         (Signature)
Date:

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