Exhibit 10.1

                      EXECUTIVE TERMINATION BENEFITS POLICY

     The Board of Directors of Vertrue Incorporated recognizes that
uncertainties exist with respect to what compensation and benefits are to be
paid by the Company to its key management personnel upon termination of
employment, including in a Change in Control (as hereinafter defined), and that
such uncertainties may result in the departure or distraction of such key
employees to the detriment of the Company and its stockholders. The Board has
determined that it is essential and in the best interests of the Company and its
stockholders to ensure the continued dedication and efforts of the Company's key
management personnel without undue concern for their personal, financial and
employment security by implementing this Executive Termination Benefits Policy
("Policy") effective as of October 16, 2006 (the "Effective Date"), as set forth
below:

     1.   Definitions. For purposes of this Policy, the following capitalized
          terms shall have the meanings set forth below. Other capitalized terms
          are defined elsewhere in this Policy.

     a.   "Accrued Compensation" means all compensation, benefit payments,
          reimbursements and other amounts earned by, payable to or accrued for
          the Executive through and including the Termination Date (as
          hereinafter defined) but not paid as of the Termination Date,
          including (a) Base Amount, (b) the MIP Bonus Amount, pro-rated (based
          solely on elapsed time) to the Termination Date, (c) vacation pay, and
          (d) reimbursable business expenses incurred by the Executive on behalf
          of the Company.

     b.   "Applicable Multiplier" means:
<TABLE>
<CAPTION>
<S>                                                                              <C>
          Executive's Title                                             Applicable Multiplier
          -----------------                                             ---------------------
          Chief Executive Officer                                                2.99
          Chief Operating Officer                                                2.50
          Executive Team Member                                                  1.50
          Senior Vice President (who is not an Executive Team Member)            1.00
</TABLE>

     c.   "Base Amount" means the Executive's annual base salary amount for the
          year during which the Termination Date occurs, or such higher amount
          in effect immediately before any reduction thereof that constituted
          Good Reason.

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

     e.   "Bonus Amount" means the Executive's Target Amount (as determined in
          accordance with the MIP) for the fiscal year during which the
          Termination Date occurs, or such higher amount in effect immediately
          before any reduction thereof that constituted Good Reason.

     f.   "Cause" means:

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          (i)  the Executive's material dishonesty (including, without
               limitation, embezzlement, financial misrepresentation, fraud,
               theft, or other similar action) in his or her dealings with the
               Company or any other entity with which the Company is engaged in
               or attempting to be engaged in commerce;

          (ii) the Executive's conviction of, or entry of a plea of nolo
               contendere to, the commission of a felony; or

          (iii) any act or omission by the Executive that actually has, and
               which either the Executive intends to have or the Participant or
               a reasonable person would expect to have, a material adverse
               effect on the Company.

     g.   "Change in Control" means the occurrence of any of the following
          events:

          (i)  Any transfer to, assignment to, or any acquisition by any person,
               corporation or other entity, or group thereof, of the beneficial
               ownership, within the meaning of Section 13(d) of the Securities
               Exchange Act of 1934, of any securities of the Company, which
               transfer, assignment or acquisition results in such person,
               corporation, entity, or group thereof, becoming the beneficial
               owner, directly or indirectly, of securities of the Company
               representing more than fifty percent (50%) of the combined voting
               power of the Company's then outstanding securities..

          (ii) A majority of members of the Company's board of directors is
               replaced during any 12-month period by directors whose
               appointment or election is not endorsed by a majority of the
               members of the Company's board of directors prior to the date of
               the appointment or election.

          (iii) Any person, corporation or other entity, or group thereof
               acquires (or has acquired during the 12-month period ending on
               the date of the most recent acquisition by such person or
               persons) assets from the Company that have a total gross fair
               market value equal to or more than seventy-five percent (75%) of
               the total gross fair market value of all of the assets of the
               Company immediately prior to such acquisition or acquisitions.
               For this purpose, gross fair market value means the value of the
               assets of the corporation, or the value of the assets being
               disposed of, determined without regard to any liabilities
               associated with such assets.

          (iv) The stockholders of the Company approve a plan of complete
               liquidation of the Company.

     h.   "Code" means the Internal Revenue Code of 1986, as amended from time
          to time, or any replacement or successor provisions of United Sates
          tax law.

     i.   "Committee" means the Executive Development and Compensation
          Committee.

     j.   "Company" means Vertrue Incorporated, a Delaware corporation.

     k.   "Equity Award" means any award or grant under an Equity Plan.

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     l.   "Equity Plan" means any stock option plan, restricted stock plan or
          other equity incentive or equity compensation plan of the Company,
          including, but not limited to, the Company's Amended 1996 Stock Option
          Plan and the Company's 2005 Equity Incentive Plan.

     m.   "Executive" means (a) an Executive Team Member and (b) such other key
          employee or officer of the Company or any Subsidiary selected by the
          Committee to benefit under the Policy, except that the term shall not
          include any person that, either before or after the Effective Date, is
          or becomes a party to an employment or severance agreement with the
          Company and/or any of its affiliates as defined in Rule 12b-2 of the
          Securities Exchange Act of 1934, as amended.

     n.   "Executive Team Member" means a member of the Company's Executive Team
          (as defined by the Committee from time to time), including, without
          limitation, the Company's Chief Executive Officer ("CEO") and Chief
          Operating Officer ("COO").

     o.   "Good Reason" means any of the following, other than such action taken
          in connection of the removal of the Executive from his
          responsibilities pending a determination of whether Cause exists:

          (i)  a failure by the Company to pay material compensation or benefits
               due and payable to the Executive in connection with his or her
               employment;

          (ii) a change in the Participant's principal work location which would
               require Participant to commute 50 miles more each way compared to
               the distance commuted just prior to the Change in Control;

          (iii) the failure of the Company to require any successor to the
               Company (whether direct or indirect, by purchase, merger,
               consolidation or otherwise) to all or substantially all of the
               business and/or assets of the Company to assume expressly and
               agree to maintain this Policy in the same manner and to the same
               extent that the Company would have had no such succession had
               taken place.

     p.   "MIP" means the Vertrue Incorporated Management Incentive Plan.

     q.   "Notice of Termination" means a written notice of termination of the
          Executive's employment with the Company, which notice specifies the
          Termination Date (as hereinafter defined), identifies the specific
          termination provision of this Policy relied upon, and sets forth in
          reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Executive's employment under such
          provision of this Policy.

     r.   "Potential Change in Control Period" means the period beginning on the
          earlier of (a) the date the Company executes a letter of intent or
          binding agreement to enter into a transaction that, if completed,
          would constitute a Change in Control, (b) the commencement of a tender
          offer or proxy contest, which if successful would constitute a Change
          in Control, and ending on the date immediately following the date of
          the Change in Control or the date on which such Policy is fully
          terminated or the contemplated transaction is otherwise completely
          abandoned.

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     s.   "Termination Date" means (a) in the case of a termination by the
          Executive for Good Reason, the last day of the Executive's employment,
          which shall be no sooner than thirty (30) days after the Executive
          submits the Notice of Termination, and (b) in the case of a
          termination without Cause, the date specified in the Notice of
          Termination.

     t.   "Total Payments" (individually referred to as a "Payment") means the
          payments and benefits (including any accelerated vesting of Equity
          Awards) received or to be received by the Executive in connection with
          or as a result of a termination of employment (including as a result
          of an actual or potential Change in Control), whether pursuant to this
          Policy or any other Policy, plan, program or arrangement of or with
          the Company, any entity whose actions result in a Change in Control,
          or any affiliate of the Company or any such entity.

     2.   Term and Effect of Policy.

     a.   Term. This Policy shall be implemented as of the Effective Date and
          shall continue until July 1, 2010; provided that the term of this
          Policy shall not expire during (a) a Potential Change in Control
          Period, (b) the two (2) year period beginning on the date of a Change
          in Control (including a Change in Control that occurs during a
          Potential Change in Control Period) or (c) such longer period
          following a Change in Control until all of the Company's obligations
          under Section 4 has been satisfied.

     b.   No Implied Employment Rights. Nothing in this Policy shall alter the
          Executive's status as an "at will" employee of the Company or be
          construed to imply that the Executive's employment with the Company is
          guaranteed for any period of time; provided that the Company shall
          comply with the applicable provisions of this Policy if it desires to
          terminate the Executive's employment during a Potential Change in
          Control Period or during the two (2) year period beginning on the date
          of a Change in Control.

     3.   Notice of Termination. During the Term, any termination of the
          Executive's employment by the Company without Cause shall be
          communicated to the Executive by means of a Notice of Termination
          under this Policy, and no such termination shall be effective unless
          the Executive receives a Notice of Termination under this Policy. The
          Executive's continued employment with the Company shall not constitute
          a consent to, or a waiver of any rights with respect to, any act or
          omission of the Company that constitutes Good Reason.

     4.   Termination Benefits.

     4.1  Compensation and Benefits following Termination. Notwithstanding any
          provisions of the MIP, Equity Plan, SERP and/or LTIP to the contrary,
          if, during the term of this Policy, an Executive's employment is
          terminated by the Company without Cause, or by the Executive for Good
          Reason, then the Executive shall be entitled to all of the following
          compensation and benefits:

          (a)  The Company shall pay the Executive a cash payment in an amount
               equal to (i) the Applicable Multiplier times the sum of the Base
               Amount and (ii) the Bonus Amount.

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          (b)  The Company shall pay the Executive all Accrued Compensation.

          (c)  During the period beginning on the Termination Date and
               continuing past the end of the calendar month during which the
               Termination Date occurs for a number of twenty-four (24) months
               (the "Continuation Period"), the Company shall continue on behalf
               of the CEO and COO (and such Executive's dependents and
               beneficiaries) the medical, dental, and other group health
               benefits and plans provided to other similarly situated
               executives who continue in the employ of the Company during the
               Continuation Period. The benefits and coverage (including
               employee deductibles and costs) provided pursuant to this Section
               4.1(c) during the Continuation Period shall be no less favorable
               to such Executives (and such Executive's dependents and
               beneficiaries) than the cost of such coverage provided to other
               similarly situated executives who continue in the employ of the
               Company. This Section 4.1(c) shall not be interpreted so as to
               limit any benefits to which such Executive (or such Executive's
               dependents or beneficiaries) may be entitled under any of the
               Company's employee benefit plans, programs or practices following
               such Executive's termination of employment, including long term
               disability, medical dental and other group health benefits and
               plans.

          (d)  The Company shall pay the Executive a supplemental retirement
               benefit pursuant to the terms of the Company's Supplemental
               Executive Retirement Plan, as in effect from time to time.

          (e)  The Company shall pay the Executive a pro-rata target award for
               each "three-year plan" under the Company's Long Term Incentive
               Plan in which the Executive is participating as of the
               Termination Date. For example, assume the Executive is
               simultaneously participating in three "plans": one each ending on
               July 1, 2008, July 1, 2009 and July 1, 2010. If the Termination
               Date is January 31, 2008, the Company shall pay the Executive (i)
               a target award (pro rated based on 31 out of 36 months
               participation) for the plan ending July 1, 2008, (ii) a target
               award (pro rated based on 19 months out of 36 months
               participation) for the plan ending July 1, 2009 and (iii) a
               target award (pro rated based on 7 months out of 36 months
               participation) for the plan ending July 1, 2010.

          (f)  In the event that the Executive's employment is terminated by the
               Company upon less than thirty (30) days notice the Company shall,
               in lieu of such notice, provide Executive the same payments and
               benefits Executive would have received had he/she received thirty
               (30) days' prior notice.

     4.2  Equity Awards. For the CEO, COO and each Executive Team Member, all
          stock options and/or other equity incentive awards (collectively,
          "Equity Awards") granted to such Executives during their employment
          shall, unless such Equity Awards by their terms provide that they
          shall not be governed by this Policy, become fully vested and
          exercisable immediately upon the occurrence of any of the following
          events: (a) a termination of such Executive's employment by the
          Company without Cause or by such Executive for Good Reason, or (b) a
          Change in Control.

     4.3  Payments, Withholdings and Release of Claims. The amounts provided for
          in Sections 4.1(a), 4.1(b) and 4.1(d) shall be paid in a single lump
          sum cash payment within ten (10) days after the Termination Date (or
          earlier, if required by applicable law); provided, however, that if
          the Company determines that any such payments or any other amount due
          under this Policy or other program of the Company is a payment to a
          "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of
          the Code, then payment of such amounts shall be delayed until the date
          that is 6 months after the Termination Date. As a condition to
          receiving any payments or benefits under this Policy, the Executive
          must execute a waiver and release of claims in the form approved from
          time to time by the Committee. All payments made pursuant to this
          Policy shall be subject to applicable withholdings of income, excise
          and employment taxes and any other applicable payroll deductions such
          as contributions for the cost of group health benefits.

     4.4  No Duty to Mitigate. The Executive shall not be required to mitigate
          the amount of any cash payment or the value of any benefit provided
          for in this Policy by seeking other employment, by seeking benefits
          provided for in this Policy by seeking other employment, by seeking
          benefits from another employer or other source, or by pursuing any
          other type of mitigation. No payment or benefit provided for in this
          Policy shall be offset or reduced by the Amount of any cash
          compensation or the value of any benefit provided to the Executive in
          any subsequent employment or from any other source. Notwithstanding
          the foregoing, if, during the Continuation Period, the Executive
          begins to receive group health benefits from another employer that
          substantially duplicate health benefits being provided by the Company
          pursuant to Section 4.1(c), then the Executive shall promptly notify
          the Company of the duplicate benefits and the Company may discontinue
          the duplicate benefits being provided pursuant to Section 4.1(c), but
          only to the extent that such discontinuation would not negatively
          affect other, non-duplicative benefits being provided thereunder.

     4.5  No Impact on Other Benefits, Programs and Policies. The payments and
          benefits provided for in this Section 4 and elsewhere in this Policy
          shall not limit any additional or other benefits to which the
          Executive may be entitled (except pursuant to any severance or
          termination plan, program, policy or practice to the extent relating
          to Change in Control). Nothing in this Policy shall prevent or limit
          the Executive's continuing or future participation to any bonus plan,
          incentive plan, fringe benefit, or other plan or program provided by
          the Company (except for any severance or termination plan, program
          policy or practice to the extent relating to Change in Control) and
          for which the Executive may qualify, nor shall anything herein limit
          or reduce such rights as the Executive may have under any other Policy
          with the Company. Amounts that are or become vested benefits or that
          the Executive otherwise is or becomes entitled to receive under any
          outstanding Equity Award, bonus plan, incentive plan, fringe benefit,
          or other plan or program provided by the Company, shall be paid or
          provided in accordance therewith, except as explicitly modified by
          this Policy.

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     5.   Section 409A of the Code. If any provision of the Policy contravenes
          any regulations or Treasury guidance promulgated under Section 409A of
          the Code or would cause payment hereunder to be subject to interest
          and penalties under Section 409A of the Code, such provision of the
          Policy may be modified by the Committee to maintain, to the maximum
          extent practicable, the original intent of the applicable provision
          without contravening the provisions of Section 409A of the Code.
          Moreover, any discretionary authority that the Committee may have
          pursuant to the Policy shall not be applicable to a payment that is
          subject to Section 409A of the Code to the extent such discretionary
          authority would contravene Section 409A or the regulations or guidance
          promulgated thereunder.

     6.   Administration. This Policy shall be administered by the Committee
          which shall have full discretionary authority to interpret the terms
          of the Policy. Subject to applicable laws, rules and regulations (a)
          no member of the Board or Committee or any officer or employee of the
          Company to whom any duties or responsibilities are delegated hereunder
          shall be liable for any action or determination made in connection
          with the operation, administration or interpretation of the Policy,
          and (b) the Company shall indemnify, defend and hold harmless each
          such person from any liability arising from or in connection with the
          Policy, except where such liability results directly from such
          person's fraud, willful misconduct or failure to act in good faith. In
          the performance of responsibilities with respect to the Policy, the
          Committee shall be entitled to rely upon information and/or advice
          furnished by the Company's officers or employees, the Company's
          accountants, the Company's counsel and any other party the Committee
          deems necessary, and no member of the Committee shall be liable for
          any action taken or not taken in reliance upon any such information
          and/or advice.

     7.   Claim. If the Company determines an Executive or beneficiary is not
          due a payment or benefit under this Policy, the Committee shall give
          the Executive (or beneficiary), as applicable, adequate written notice
          of such determination which notice shall include the specific reasons
          for denial, a description of the review procedure and instructions on
          how to apply for review.

     8.   Notice. All notices and all other communications provided for in this
          Policy (including any Notice of Termination) shall be in writing and
          shall be deemed to be duly given, delivered and received by the
          intended recipient as follows: (a) if personally delivered, on the
          business day after it is sent (as evidenced by the receipt of a
          reputable personal delivery service); (b) if mailed by certified or
          registered mail, postage prepaid, return receipt requested, four (4)
          business days after such mailing (as evidenced by the receipt for the
          certified or registered mail); (c) if sent by overnight delivery
          service, delivery charges prepaid, on the second business day after it
          is sent (as evidenced by the receipt of a reputable overnight delivery
          service); or (d) if sent by fax or e-mail, on the business day after
          it is sent, if confirmed within forty-eight (48) hours thereafter by a
          signed original sent in one of the manners set forth in clauses (a)
          through (c) above. Notice shall be addressed to the Executive or any
          beneficiary at the address last given to the Company. All notices to
          the Company shall be directed to the attention of the Chairman of the
          Board with a copy to the Secretary and the Company's General Counsel,
          and the Chairman of the Committee.

     9.   Amendment; Termination. Except as provided in Section 2(a), this
          Policy may be amended or terminated at any time; provided, however
          that (a) any such amendment shall not be effective unless it is in
          writing and authorized by the Board, as evidenced by a signed
          resolution of same; and (b) following a Change in Control, no such
          amendment or termination shall adversely affect the Termination
          Benefits to be provided to any Executive under this Policy.

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