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                                                                    Exhibit 10.4

                                 BANCTEC, INC.
                          DEFERRED COMPENSATION PLAN

                     Originally Effective January 1, 1987
               (Restated November 1, 1995 and February 20, 1997)

Preamble
--------

           This Plan is an unfunded deferred compensation arrangement maintained
primarily for a select group of management and other highly compensated
personnel, and all rights thereunder shall be governed by and construed in
accordance with the laws of the State of Texas to the degree not preempted by
the Employee Retirement Security Act of 1974, as amended ("ERISA").

                                   ARTICLE I

                                  Definitions
                                  -----------

Section 1.01.
------------

           "Account" means the account established pursuant to Section 4.01 for
each Participant.

           "BancTec" means BancTec, Inc., a Delaware corporation, and its
corporate successors.

           "Board" means the Board of Directors of BancTec, Inc.

           "Change of Control" means a change of control as defined in the
Trust.

           "Committee" means the Deferred Compensation Plan Committee. The
Committee shall consist of the Chief Executive Officer, the Chief Financial
Officer, the General Counsel and the head of the Human Resources Department, or
such other persons as the Board may appoint from time to time.

           "Deferral Election Form" means the form through which a Participant
elects to defer compensation hereunder, as provided in Section 2.04.

           "Deferred Obligation" means the total amount of BancTec's liability
for payment of benefits under the Plan.

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        "Disability" means mental or physical disability of at least six months
which prevents a Participant from engaging in the principal duties of his
employment.

        "Employer Contributions" means the contributions made by BancTec
pursuant to Section 3.01, as adjusted for earnings and losses.

        "Investment Fund(s)" mean the funds established by the Committee
pursuant to Section 3.03 into which amounts deferred (including Employer
Contributions) hereunder shall be invested.

        "Participant" means an employee of BancTec or of a Subsidiary,
designated by the Committee for participation in the benefits of the Plan, or a
person who was such at the time of his Retirement, death, disability, or
termination and who retains, or whose beneficiaries obtain benefits under the
Plan in accordance with its terms.

        "Payment Schedule" means the payment schedule defined in the Trust.

           "Plan" means the BancTec, Inc. Deferred Compensation Plan as it may
be amended from time to time.

           "Plan Year" means the calendar year.

           "Retirement" means termination of service with BancTec or a
subsidiary at or after attaining age 65.

           "Subsidiary" means a company subject to the laws of the United States
of which BancTec owns, directly or indirectly, at least a majority of the shares
having voting power in the election of directors.

           "Trust" means the trust established pursuant to Section 4.03(b).

           "Trustee" means the trustee of the Trust.

                                  ARTICLE II

         Designation of Participants, Participant's Deferral Election,
         ------------------------------------------------------------
                        and Minimum Allowable Deferral
                        ------------------------------

Section 2.01.
------------

           The Committee shall meet at least once in each Plan Year and
irrevocably specify:

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           (a)  The salary grade of the employees who shall be entitled to
                participate in the Plan for the subsequent Plan Year; and

           (b)  The minimum allowable deferral amount for the subsequent Plan
                Year.

Section 2.02.
------------

           In specifying the names of the eligible employees the Committee may
divide them into groups, and specify different minimum deferred amounts for each
group, provided that each employee entitled to participate in the Plan shall be
part of a "select group of management or highly compensated employees" within
the meaning of ERISA.

Section 2.03.
------------

           Except as provided in Section 2.04, payment of the amount deferred by
a Participant (as adjusted for earnings and losses) shall be deferred until such
Participant's Retirement, termination of employment, disability, or death, or in
the event of an emergency or necessity, as hereinafter provided.

Section 2.04.
------------

           Prior to the commencement of each Plan Year, a Participant may elect,
on a form provided by the Committee ("Deferral Election Form"), to defer salary,
commissions, or bonus payments for services attributable to the following Plan
Year, subject to such rules and limitations as the Committee may determine. The
Deferral Election Form shall specify the time when and form in which the
deferred amounts (as adjusted for earnings and losses) shall be paid to the
Participant. Each Deferral Election Form shall be in writing, signed by the
Participant and delivered to the Committee prior to the commencement of the Plan
Year for which it applies.

Section 2.05.
------------

           For any Plan Year, the minimum allowable deferral for a Participant
shall be established by the Committee pursuant to Section 2.01 hereof. The
determination that the deferral election of the Participant meets this minimum
amount shall be made by the Committee prior to the commencement of said Plan
Year. The determination by the Committee on this matter shall be final.

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                                  ARTICLE III

                            Employer Contributions
                            ----------------------

Section 3.01.
------------

           In addition to the Participant's deferrals made pursuant to Article
II, BancTec may, at any time, make such contributions to the Trust for the Plan
as it deems appropriate, in its complete discretion, on behalf of any
Participant specified by the Board ("Employer Contributions").

Section 3.02.
------------

           A Participant shall vest in any Employer Contributions made on behalf
of the Participant under the following vesting schedule: one-third of any
Employer Contributions shall vest immediately upon its contribution to the
Trust; one-third shall vest on the first anniversary of the contribution; and
one-third shall vest on the second anniversary of the contribution.

Section 3.03.
------------

           Notwithstanding the vesting schedule set forth in Section 3.02, a
Participant who is terminated for cause (as determined by the Committee in its
complete discretion) or who voluntarily terminates employment with BancTec prior
to Retirement, shall forfeit all unvested Employer Contributions. A Participant
who is involuntarily terminated from employment by BancTec, but not for cause
(as determined by the Committee in its complete discretion), or who terminates
employment from BancTec upon Retirement, shall become 100% vested in all
Employer Contributions.

Section 3.04.
------------

           Notwithstanding the vesting schedule set forth in Section 3.02, a
Participant shall become 100% vested in all Employer Contributions upon a Change
of Control, the Participant's death, or the Participant's disability.

Section 3.05.
------------

           All Employer Contributions will be distributed to a Participant at
age 62 or upon Retirement, whichever is later. Upon a Change of Control, all
Employer Contributions will be immediately distributed.

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                                  ARTICLE IV

                        Future Payments and Investments
                        -------------------------------

Section 4.01.
------------

        The Committee shall cause an Account(s) to be kept in the name of each
Participant and each beneficiary of a deceased Participant which shall reflect
the value of the deferred amounts and Employer Contributions, including any
earnings or losses on the deferred amount and Employer Contributions.

Section 4.02.
------------

        Until and except to the extent that Accounts hereunder are distributed
to the Participants or beneficiaries from time to time in accordance with orders
of the Committee, the interest of each Participant and beneficiary therein shall
be the interest of a general creditor of BancTec or the Subsidiaries. Title to
and beneficial ownership of any assets, whether cash or investments, which
BancTec may set aside or earmark to meet its Deferred Obligation hereunder,
shall at all times remain in BancTec or the Trustee, and no Participant or
beneficiary shall under any circumstances acquire any property interest in any
specific assets of BancTec. The benefits provided under the Plan (and the
related Trust) shall be unfunded for tax purposes and for purposes of Title I of
ERISA.

Section 4.03.
------------

        (a)    In order to meet its Deferred Obligation hereunder, BancTec shall
               each payroll period set aside or earmark funds in an amount equal
               to the total amounts deferred for such period under Article II.
               BancTec shall also set aside or earmark funds the Board
               periodically determines as Employer Contributions under Article
               III.

        (b)    Funds set aside or earmarked to meet BancTec's Deferred
               Obligation hereunder shall be deposited in a trust established
               solely for this purpose (the "Trust").

        (c)    The Committee shall, in its sole discretion, establish
               "Investment Fund(s)" within the Trust which fund(s) may invest in
               stock, bonds, other securities, certificates of deposit,
               commercial paper, bank accounts, or such other financial
               instruments as the Committee deems appropriate; provided,
               however, that no fund shall invest primarily in any securities of
               BancTec. In the exercise of the foregoing discretionary

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               investment powers, the Committee may engage investment counsel,
               which may be the Trustee, and, if it so desires, may delegate to
               such counsel full or limited authority to select the securities
               in which the funds are to be invested. The cost of any such
               service shall be charged as an expense of administering the Plan
               and paid as provided in Section 5.01.

        (d)    Each Participant shall recommend, on a form provided by the
               Committee, the Investment Fund(s) into which his or her Account
               is to be invested.

        (e)    Subject to all of the other provisions herein contained, and any
               special rules adopted by the Committee with respect to certain
               Investment Fund(s) which, by their nature, require special
               treatment or are subject to particular restrictions, each
               Participant may recommend once per Plan Year, by following the
               procedure established by the Committee, to have all or a part of
               his or her Account transferred to any one or more other
               Investment Fund(s) to take effect as soon as administratively
               possible. Notwithstanding a Participant's recommendations, each
               Participant's Account shall be invested at the complete
               discretion of the Committee.

Section 4.04.
------------

        Except as provided in Section 3.05, the Committee shall from time to
time determine the time and manner of making distributions of benefits in case
of Retirement, termination, disability, or death of a Participant, or in the
event of an emergency or necessity affecting the personal or family affairs of
any Participant or beneficiary of a deceased Participant by such methods as it
shall find appropriate. Commencement of distribution in each case may be
deferred by the Committee, but not beyond the date specified by the Participant
on the Deferral Election Form or, if none is specified, one year after the
Retirement, disability, or death of the Participant or, in the case of a
Participant who shall have terminated employment, not beyond one year after the
effective date of such termination. In case of a Participant's death before
distribution is completed, the Account balance may be distributed in a lump sum
or on an installment basis as the Committee may determine.

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Section 4.05.
------------

        Each Participant shall have the right to designate beneficiaries who
are to succeed to his or her right to receive future payments hereunder in the
event of his or her death. If a married Participant's spouse is not named as
principal beneficiary, written consent of the spouse is required to any other
beneficiary designation. In case of a failure of designation or the death of a
designated beneficiary without a designated successor, distribution shall be
made to the Participant's estate. No designation of beneficiaries shall be valid
unless made in writing signed by the Participant, dated, and filed with the
Committee. Beneficiaries may be changed without the consent of any prior
beneficiaries with the exception of Participant's spouse. The last valid
beneficiary designation filed with the Committee shall control.

Section 4.06.
------------

        If a Participant has an unforeseeable emergency, caused by an event
beyond the Participant's control, that would result in severe financial hardship
to the Participant if a withdrawal of funds were not allowed hereunder, then the
Committee may allow an early withdrawal from the Participant's Account
hereunder, but only to the extent reasonably necessary to satisfy the emergency,
as determined by the Committee in its complete discretion.

Section 4.07.
------------

        As soon as practicable following a Change of Control, the Trustee
shall make a lump sum payment to each Participant (subject to applicable tax
withholding requirements) in an amount determined pursuant to the last Payment
Schedule sent to the Trustee by the Committee prior to the Change of Control.
Such Payment Schedule shall be adjusted (if necessary) by the Trustee to reflect
any contributions, distributions, earnings or losses with respect to the
Accounts since the Payment Schedule was sent.

Section 4.08.
------------

        Nothing contained herein shall be deemed to create any fiduciary
relationship between BancTec and any Participant. To the extent that any person
has a right to receive payments from BancTec under this Plan, such right shall
be no greater than the right of any unsecured general creditor of BancTec in the
event of bankruptcy.

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                                   ARTICLE V

                                Administration
                                --------------

Section 5.01.
------------

        The books and records to be maintained for the purpose of the Plan
shall be maintained by the officers and employees of BancTec or such other
persons designated from time to time by the Committee at BancTec's expense and
subject to the supervision and control of the Committee. As soon as practicable
following the end of each Plan Year, the Committee shall prepare and deliver a
Payment Schedule to the Trustee. The Committee may also prepare and deliver a
Payment Schedule to the Trustee at any other time in its complete discretion.
All expenses of administering the Plan, shall be paid by BancTec.

Section 5.02.
------------

        To the extent permitted by law, the right of any Participant or any
beneficiary to any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Participant or
beneficiary; and any such benefit or payment shall not be subject to
anticipation, alienation, sale, transfer, assignment or encumbrance.

Section 5.03.
------------

        No member of the Board or of the Committee and no officer or employee
of the Company shall be liable to any person for any action taken or omitted in
connection with the administration of this Plan unless attributable to his own
fraud or wilful misconduct; nor shall BancTec be liable to any person for any
such action unless attributable to fraud or wilful misconduct on the part of a
director, officer or employee of BancTec.

Section 5.04.
------------

        The Committee shall have such powers as may be necessary and
appropriate to discharge its duties hereunder and shall have the complete power
and discretion to construe and interpret the Plan, to determine eligibility for
benefits hereunder, to resolve any disputes with respect to benefits under the
Plan, and to give directions to the Trustee.

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                                  ARTICLE VI

                               Amendment of Plan
                               -----------------
Section 6.01.
------------

        The Plan may be amended in whole or in part from time to time by the
Committee, subject to approval of the Board, but shall not reduce the benefit to
which any Participant has become entitled as of the date of the amendment or a
Participant's right to receive benefits existing on the date of the amendment.

Section 6.02.
------------

        Notice of every such amendment shall be given in writing to each
Participant and beneficiary of a deceased Participant.

                                  ARTICLE VII

                                     Term
                                     ----

Section 7.01.
------------

        The Plan shall commence on January 1, 1987 and continue for each Plan
Year thereafter until terminated by the Board.

Section 7.02.
------------

        Upon the termination of the Plan, all amounts still remaining in the
Trust shall be paid in accordance with the Plan or the Participant's Deferral
Election Form as the case may be.

                                 ARTICLE VIII

                           Miscellaneous Provisions
                           ------------------------
Section 8.01.
------------

        Nothing in this Plan shall be construed as a contract for employment or
as providing a right of any employee to continued employment with BancTec, or as
a limitation on the right of BancTec to discharge any employee, with or without
cause.

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        IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
restatement of the BancTec, Inc. Deferred Compensation Plan, BancTec hereby
executes this document, effective as of the 20th day of February, 1997.

                                                  BANCTEC, INC.
                                                  

                                                  By /s/ Tod V. Mongan
                                                    ------------------------
                                                  Name:  Tod V. Mongan
                                                  
                                                  Title: Senior Vice President




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