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                                                                   Exhibit 10.20

                                LENDINGTREE, INC.
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


SECTION 1. NAME. This plan shall be known as the LendingTree, Inc. Deferred
Compensation Plan for Non-Employee Directors 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 Proceed 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 entitled to receive cash, securities of the
              Company other than voting common

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              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    "Code" shall mean the Internal Revenue Code of 1986, as amended,
              and the rules and regulations promulgated thereunder.

       2.6    "Company" shall mean LendingTree, Inc., a Delaware corporation.

       2.7    "Compensation" shall mean any the Board fees payable in cash or
              Stock, and any stock awards, in any case, paid by the Company as
              consideration for services as a director of the Company (other
              than Option Proceeds) deferred pursuant to Section 4 hereof.

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

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

       2.10   "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 Compensation 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.

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

       2.12   "Non-Employee Director" means a person (a) who is serving as a
              member of the Board and (b) who is not an officer or employee of
              the Company.

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       2.13   "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.

       2.14   "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.

       2.15   "Participant" shall mean an eligible Non-Employee Director who
              elects to defer Compensation or Option Proceeds under the terms of
              the Plan.

       2.16   "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.

       2.17   "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.

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

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

       2.20   "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 Non-Employee Directors.

SECTION 3.  PARTICIPATION.

       3.1    Any eligible Non-Employee Director of the Company receiving
              Compensation for services performed as a Non-Employee Director
              may elect to have all

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              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 Non-Employee Director 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 Non-Employee Director may elect to participate in the
              Plan with respect to Compensation to be earned as a Non-Employee
              Director by making an election no later than December 31, of the
              Plan year immediately preceding the Plan year in respect of which
              such Compensation is payable; provided, however, the Compensation
              Committee may allow a Non-Employee Director whose term begins
              during any Plan Year to elect to defer Compensation 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 terms of the Non-Employee Director's service unless
              the Non-Employee Director 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 Participant. The Deferred Compensation Account shall
              consist of two parts: (1) an amount equal to cash Compensation
              (the "Cash Account") deferred by the Non-Employee Director 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 Com-

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              pensation 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 Non-Employee Director'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 Non-Employee
              Director's Deferred Compensation Account all Compensation at such
              times and in such amounts as such Compensation would have been
              available to such Non-Employee Director 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
              Non-Employee Director'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 Non-Employee
              Director's Account as provided in Section 6 hereunder, such
              interest accruing during the payout period shall be paid quarterly
              in cash to the Non-Employee Director 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 Non-Employee Director'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 Non-Employee Director's Stock
              Account on each dividend payment date. If installment payments are
              being made from the Non-Employee Director's Stock Account as
              provided in Section 6 hereunder, such dividend equivalents
              accruing during

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              the payout period shall be paid on each Payment Date (as defined
              in Section 6.1) to the Non-Employee Director or Beneficiary, as
              the case may be.

SECTION 5.  METHOD OF DEFERRAL OF STOCK OPTION PROCEEDS.

       5.1    Any eligible Non-Employee Director 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 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 Non-Employee Director's Option
              Proceeds 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 Non-Employee Director's
              Option Proceeds Account on each dividend payment date. If

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              installment payments are being made from the Non-Employee
              Director'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 Non-Employee Director or Beneficiary, as the case may
              be.

SECTION 6.  PAYMENT OF DEFERRED COMPENSATION.

       6.1    The Company shall pay or commence payment to the Non-Employee
              Director of the balance credited to such Non-Employee Director's
              Account upon the Non-Employee Director's retirement from his or
              her primary occupation or employment, or upon attaining the age of
              65, or upon termination of the Non-Employee Director's
              appointment as a director of the Company for any reason other than
              death, whichever occurs later, or at such other time as the Non-
              Employee Director shall specifically and irrevocably designate
              when he or she signs the letter agreement in the form attached as
              Exhibit A (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 Non-Employee Director's Account on the first Payment Date;
              (iv) each installment payment of the cash portion of the
              Non-Employee Director's Account shall be paid in cash; and (v)
              each installment payment of the Stock portion of the Non-Employee
              Director'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 Non-Employee Director's Account shall be equal to the
              number of hypothetical shares held in 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
              Report-

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              ing 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 a
              Non-Employee Director 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 Non-Employee Director shall have designated in the latest
              written agreement filed with the Company; provided, however, that
              the Non-Employee Director 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 Non-Employee Director'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 Non-Employee Director 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 Non-Employee Director's death, any
              undistributed amount shall be paid to the executor or
              administrator of the Non-Employee Director'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 Compensation Committee in its sole and absolute discretion
              may at any time authorize payment of part or all of the
              Non-Employee Director's Account to such Non-Employee Director 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
              Compensation Committee, in any case where the Compensation
              Committee determines that the Non-Employee Director or Beneficiary
              has proved a demonstrated financial hardship. The determination
              of the Compensation 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 a 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 the Compensation Committee, affects the Stock
              such that an adjustment is

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              appropriate in order to prevent diminution or enlargement of the
              rights of Participants under the Plan.

       9.2    The right of any Non-Employee Director 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 Non-Employee Director 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 a
Non-Employee Director 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


Lending Tree, Inc.
[Address]

Attention:  Secretary

Gentlemen:

              Pursuant to the provisions of Section 3 of the Lending Tree, Inc.
Deferred Compensation Plan for Non-Employee Directors (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>
-        Annual Board cash retainer                                    ____%            _____%

-        Fees for attendance at Board
         meetings                                                      ____%            _____%

-        Fees for attendance at Board
         Committee meetings                                            ____%            _____%

-        Exercise of Non-Qualified Stock Option                                         _____%

</TABLE>

This direction shall be effective with respect to all terms of office to which I
may be elected 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 installment 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 may be paid only in Stock):

                  [ ]        In Stock
                  [ ]        In Cash

         In the event that I should die while a Director 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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