<PAGE>   1















                           INFORMATION RESOURCES, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN















                           EFFECTIVE: JANUARY 1, 1999




<PAGE>   2
                                                                      EXHIBIT ff

                          INFORMATION RESOURCES, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

I.       PURPOSE

         The purpose of the Information Resources, Inc. Executive Deferred
         Compensation Plan is to provide a means whereby the Company may afford
         certain employees and senior management with an opportunity to
         accumulate additional financial security, by providing a vehicle to
         defer compensation amounts in excess of the dollar limitation of
         Internal Revenue Code Section 402(g) applicable to the amount of
         compensation which may be deferred under the Information Resources,
         Inc. 401(k) Retirement Savings Plan. By providing a means whereby
         Salary and/or Bonus may be deferred into the future, the Plan will aid
         in attracting and retaining executives of exceptional ability.

         Compensation reductions made pursuant to the Plan will be credited with
         investment gains or losses, in accordance with the Plan, and benefits
         will be paid to the Participant (or his or her Beneficiary) as
         described herein. The Plan is also designed to provide additional
         financial security at the time of Retirement, and to supplement other
         Company-sponsored benefits in the event of death or Disability.

II.      DEFINITIONS

2.02     "Administrative Committee" and "Committee" mean the Plan Committee
         appointed pursuant to Article VI to manage and administer the Plan.

2.03     "Age" means the Participant's chronological age on the relevant date.

2.04     "Agreement" means the Information Resources, Inc. Executive Deferred
         Compensation Plan Participation Agreement, executed between a
         Participant and the Company, whereby a Participant agrees to defer a
         portion of his or her Salary and/or Bonus pursuant to the provisions of
         the Plan, and the Company agrees to make benefit payments in accordance
         with the provisions of the Plan.

2.05     "Beneficiary" means the person, persons or trust who under the Plan,
         becomes entitled to receive a Participant's interest in the event of
         the Participant's death.

2.06     "Board of Directors" means the Board of Directors of Information
         Resources, Inc. or any committee acting within the scope of its
         authority.

2.07     "Bonus" means the cash compensation paid during a calendar year to the
         Participant in excess of Salary.

2.08     "Company" means Information Resources, Inc. (also known as IRI), and 
         its successors and assigns.

2.09     "Company Matching Contribution" means an amount added to a 
         Participant's Deferred Compensation Account, as provided in Section 
         3.05.


                                       1
<PAGE>   3


2.010    "Deferred Compensation Account" means the account(s) maintained by the
         Company for each Participant, pursuant to Article III. Notwithstanding
         the provisions of Section 8.10, a Participant's Deferred Compensation
         Account shall not constitute or be treated as a trust fund or escrow
         arrangement of any kind.

2.11     "Determination Date" means the date on which the amount of a
         Participant's Deferred Compensation Account is determined as provided
         in Article III hereof. The last day of each calendar quarter and the
         date of a Participant's Termination of Service shall be a Determination
         Date.

2.12     "Disability" shall have the same meaning and shall be determined in the
         same manner as in the Company's Long-Term Disability Plan.

2.13     "ERISA Funded" means that the Plan is prevented from meeting the
         "unfunded" criterion of the exceptions to the application of Parts 2
         through 4 of Subtitle B of Title I of the Employee Retirement Income
         Security Act of 1974 (ERISA).

2.14     "Executive Deferred Compensation Plan Trust" and "Trust" mean the
         Information Resources, Inc. Executive Deferred Compensation Plan Trust,
         an irrevocable grantor trust or trusts established by the Company, in
         accordance with Section 8.10, with an independent trustee for the
         benefit of persons entitled to receive payments under this Plan.

2.15     "Participant" means an employee of the Company who is eligible to
         participate in the Plan pursuant to Section 3.01, and who enters into
         an Agreement.

2.16     "Plan" means the Information Resources, Inc. Executive Deferred
         Compensation Plan, as amended from time-to-time.

2.17     "Plan Effective Date" means January 1, 1999.

2.18     "Plan Year" means a calendar year.

2.19     "Retirement Date" and "Retirement" mean the date of a Termination of
         Service of a Participant for reasons other than death or Disability
         after he or she attains age fifty (50) and the sum of such
         Participant's Years of Service and age equals or is greater than 55.

2.20     "Retirement Savings Plan" means the Information Resources, Inc. 401(k)
         Retirement Savings Plan as in effect and amended from time-to-time.

2.21     "Salary" for purposes of the Plan shall be the total of the
         Participant's base salary paid during a calendar year, and considered
         "wages" for Medicare and federal income tax withholding, but before any
         deferrals made pursuant to this or any other plan. For purposes of the
         Plan, Salary shall not include severance or other payments made in
         connection with a Participant's Termination of Service.

2.22     "Tax Funded" means that the interest of a Participant in the Plan will
         be includable in the gross income of the Participant for federal income
         tax purposes prior to actual receipt of Plan benefits by the
         Participant.


                                       2
<PAGE>   4
2.23     "Termination of Service" means the Participant's ceasing his or her
         employment with the Company for any reason whatsoever, whether
         voluntarily or involuntarily, including by reason of Retirement, death,
         or Disability.

2.24     "Years of Service" shall have the same meaning as defined and measured
         under the Information Resources, Inc. 401(k) Retirement Savings Plan.

X.       ELIGIBILITY; PARTICIPATION LIMITS

3.03     a)    Eligibility to Participate. Participation in the Plan shall be
               limited to executives of the Company at the Senior Vice-President
               level and above or any other executive of the Company approved to
               participate by the Committee. It is the intention of the Company
               that all Participants satisfy the term a "select group of
               management or highly compensated employees" as provided in
               Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA.

         a)    Acknowledgement of Eligibility and Election to Participate. Each
               eligible employee shall annually acknowledge his or her
               eligibility to participate at such time and in such form as the
               Administrative Committee may require or permit. An eligible
               employee may elect to become a Participant with respect to a Plan
               Year by filing a properly completed Agreement with the
               Administrative Committee no later than December 1st of the
               preceding calendar year. An eligible employee shall become a
               Participant with respect to a Plan Year upon acceptance of his or
               her Agreement by the Administrative Committee. An Agreement, once
               accepted by the Administrative Committee, shall be irrevocable.

         b)    New Participants. A Participant who first attains status of
               Senior Vice-President level and above or any other executive of
               the Company approved to participate by the Committee subsequent
               to January 1, 1999, shall be eligible to participate in the Plan
               after satisfying the requirements of Section 3.01(a) and (b) and
               shall be bound by all the terms and conditions of the Plan,
               provided, however, that his or her Agreement is filed no later
               than thirty (30) days following notification by the
               Administrative Committee of his or her eligibility to
               participate.

3.02     Deferral of Salary and/or Bonus. A Participant may elect to defer
         between zero percent (0%) and seventy-five percent (75%) of his or her
         Salary in five percent (5%) increments during a Plan Year. In addition,
         a Participant may elect to defer between zero percent (0%) and one
         hundred percent (100%) of his or her Bonus payable during a Plan Year
         in twenty percent (20%) increments,. At the time of election, a
         Participant may elect to defer a different percentage of his or her
         Salary or Bonus for each Plan Year and may also elect not to defer any
         portion of his or her Salary or Bonus in a Plan Year.

         A Participant shall make an annual election for an upcoming Plan Year
         by December 1st of the year preceding the Plan Year for which the
         election is being made. Except as provided in Section 4.07, "Hardship
         Distributions; Waiver of Deferral," any election so made shall be
         irrevocable with respect to Salary and Bonus applicable to the Plan
         Year. A Participant who does not file an Agreement for a Plan Year may
         file an Agreement for any subsequent Plan Year.


                                       3
<PAGE>   5
3.03     Suspension of Agreement to Defer Salary and/or Bonus. A Participant's
         Agreement to defer Salary and/or Bonus shall be suspended in the event
         that the Administrative Committee, in its sole discretion, reasonably
         determines that a Participant ceases to meet the eligibility
         requirements of the Plan.

3.04     Timing of Deferral Credits. The amount of Salary and/or Bonus that a
         Participant elects to defer in his or her Agreement shall cause an
         equivalent reduction in the Participant's Salary and/or Bonus,
         respectively. Deferrals shall be credited to the Participant's Deferred
         Compensation Account throughout the Plan Year as the Participant
         otherwise would have been paid the deferred portion of Salary and/or
         Bonus.

3.05     Company Matching Contribution. The Company may credit a Company
         Matching Contribution to a Participant's Deferred Compensation Account
         at some future date to be determined by the Administrative Committee.

3.06     Vesting. A Participant shall be one hundred percent (100%) vested in
         his or her Deferred Compensation Account equal to the amount of Salary
         and/or Bonus the Participant deferred into his or her Deferred
         Compensation Account and the investment gains or losses credited
         thereon. In the event a Company Matching Contribution is credited to a
         Participant's Deferred Compensation Account, the Company Matching
         Contribution and the investment gain or losses credited thereon shall
         vest in the same manner as under the Company's Retirement Savings Plan.

3.07     Determination of Account. Each Participant's Deferred Compensation
         Account as of each Determination Date shall consist of the balance of
         the Participant's Deferred Compensation Account as of the immediately
         preceding Determination Date adjusted for:

         -  additional deferrals pursuant to Section 3.02,

         -  Company Matching Contributions (if any) pursuant to Section 3.05,

         -  distributions (if any); and

         -  the appropriate investment earnings and gains and/or losses and
            expenses pursuant to Section 3.08.

         All adjustments and earnings related thereto,will be determined on a
         daily basis.

                                       4
<PAGE>   6
3.08     Deferred Compensation Account Investment Options. The Administrative
         Committee shall designate from time to time one or more investment
         options in which Deferred Compensation Accounts may be deemed invested.
         A Participant or Beneficiary shall allocate his or her Deferred
         Compensation Account among the deemed investment options by filing with
         the Administrative Committee a Deferral Allocation Election Form. A
         Participant may elect to allocate his or her Deferred Compensation
         Account, in ten percent (10%) increments among as many of the
         investment options which are offered by the Company. For the Plan Year
         beginning January 1, 1999, and until changed by the Administrative
         Committee, the Administrative Committee has designated the following
         phantom investment options:

         -  Short-Term Bond Portfolio

         -  Equity Index Portfolio

         -  Large Cap Growth Portfolio

         -  Enhanced U.S. Equity Portfolio

         -  Mid Cap Value Portfolio

         Any such investment allocation election shall be made initially on the
         Deferral Allocation Election Form and shall be subject to such rules as
         the Administrative Committee may prescribe, including, without
         limitation, rules concerning the manner of making deferral allocation
         elections and, the frequency and timing of changing such deferral
         allocation elections.

         The Administrative Committee shall have the sole discretion to
         determine the number of investment options to be designated hereunder
         and the nature of the options and may change or eliminate the
         investment options provided hereunder from time to time. For each
         investment option, the Administrative Committee shall, in its sole
         discretion, select a mutual fund, or an investment index, or shall
         create a phantom portfolio of such investments as it deems appropriate,
         to constitute the investment option. The Company may, but is under no
         obligation to, acquire any investment or otherwise set aside assets for
         the deemed investment of Deferred Compensation Accounts hereunder.

         The Administrative Committee shall determine the amount and rate of
         investment gains or losses with respect to any such investment option
         for any period, and may take into account deemed expenses which would
         be incurred if actual investments were made.

3.09     Change of Investment Election. Effective as of any January 1, April 1,
         July 1 or October 1 (or if the New York Stock Exchange is not open for
         trading on such day, the close of the last business day of the prior
         month on which the New York Stock Exchange was open for trading), a
         Participant may elect by a written notice delivered to the
         Administrative Committee no later than the 20th day of the prior
         calendar month, to transfer all or any portion of his or her deemed
         investment and/or change the manner in which his or her future
         deferrals are deemed invested among the then-available investment
         options.

                                       5
<PAGE>   7
II.      DISTRIBUTIONS

4.01     Distribution on Retirement. Upon a Participant's Termination of
         Service on or after a Retirement Date, distribution of the
         Participant's Deferred Compensation Account, determined under Section
         3.07, as of the Determination Date coincident with or next following
         such Retirement Date, shall be made or commence. The distribution shall
         be made as designated by the Participant in his or her Retirement
         Payout Election Form, subject to Section 4.05. In the event a
         distribution is made pursuant to this Section 4.01, the Participant
         shall immediately cease to be eligible for any other benefit provided
         under this Plan.

4.02     Distribution on Death. Upon the death of a Participant prior to the
         distribution of all of his or her Deferred Compensation Account,
         distribution of the unpaid balance of the Deferred Compensation Account
         shall be made or continue to be made to such Participant's Beneficiary.
         If the distribution of the Participant's Deferred Compensation Account
         has not yet commenced as of the date of death, distribution to the
         Beneficiary shall be made or commence as soon as practicable and in any
         event within ninety (90) days following the Participant's death. The
         method of distribution shall be as designated by the Participant in his
         or her Retirement Payout Election Form, subject to Section 4.05.

         In addition to the distribution of the unpaid balance of a
         Participant's Deferred Compensation Account, in the event a Participant
         dies prior to his or her Retirement Date, the Company will pay the
         Participant's Beneficiary a $50,000 lump-sum survivor benefit. The
         Beneficiary of an employee who is eligible to participate in the Plan
         but elects not to participate is still eligible to receive the survivor
         benefit.

4.03     Distribution on Termination of Service. Unless otherwise directed by
         the Administrative Committee, upon the Termination of Service of a
         Participant prior to his or her Retirement Date for reasons other than
         death or Disability, distribution of the Participant's Deferred
         Compensation Account shall be made as soon as practicable and in any
         event within ninety (90) days after such Termination of Service, in a
         single lump sum, notwithstanding the provisions of Section 4.05(a) and
         (b). Upon a Termination of Service prior to his or her Retirement Date
         or death or Disability, the Participant shall immediately cease to be
         eligible for any other benefit provided under this Plan.

4.04     Disability Benefit. In the event a Participant incurs a Disability
         which first manifests itself after the Participant's initial
         participation in the Plan but prior to his or her Retirement Date,
         distribution of the Participant's Deferred Compensation Account shall
         be made or commence as soon as practicable after the Participant incurs
         the Disability and in any event within ninety (90) days, following
         receipt of notice by the Committee of the Participant's Disability. The
         distribution shall be made as designated by the Participant in his or
         her Retirement Payout Election Form, subject to Section 4.05. Such
         benefit shall be payable until the earliest of the following events:
         (i) there is no longer any balance in the Participant's Deferred
         Compensation Account; (ii) the Participant ceases to be Disabled and
         resumes employment with the Company; or (iii) the Participant

                                       6
<PAGE>   8
         dies. Disability benefits shall be treated as distributions from a
         Participant's Deferred Compensation Account.

         If a Disability occurs during the period elected in the Agreement, the
         disabled Participant's Agreement shall be suspended, and further
         deferrals shall not be required during the period of Disability.

4.05     Method of Timing of Distribution.

         e)    Election in Agreement. Except in the case of a Termination of
               Service prior to a Participant's Retirement Date for reasons
               other than death or Disability, distribution of the Participant's
               Deferred Compensation Account shall be made in a lump sum or
               installments, as elected by the Participant in his or her
               Retirement Payout Election Form relating to each respective
               Deferred Compensation Account. Installment payments shall be made
               monthly over a period not to exceed twenty (20) years, as elected
               by the Participant in his or her Retirement Payout Election Form.
               The amount of each monthly installment shall be determined
               annually and shall be equal to the quotient obtained by dividing
               the balance of the Participant's Deferred Compensation Account
               being distributed in installments by the number of installments
               remaining to be paid, including the current installment.

         f)    Election to Change Method of Distribution. A Participant may, by
               written request filed with the Administrative Committee at least
               thirteen (13) months prior to the distribution or commencement of
               distribution of a Deferred Compensation Account, change the
               method of distribution elected with respect to a Deferred
               Compensation Account to any other method permitted under Section
               4.05(a), provided that such request shall not be effective unless
               and until approved by the Committee. After a Participant's death,
               the Participant's Beneficiary may petition the Administrative
               Committee requesting an acceleration of benefit payments
               otherwise due to be paid to the Beneficiary. The Administrative
               Committee may, but is not required to, grant the Beneficiary's
               request.

         g)    Notwithstanding any payment method elected by a Participant or
               Beneficiary, the Company may, in its sole discretion, elect to
               pay in a lump sum any Deferred Compensation Account whose balance
               is less than $10,000.

4.01     Interim Distribution. At the time a Participant executes an Agreement,
         he or she may elect to receive an interim distribution equal to the
         lesser of the principal amount deferred pursuant to such Agreement or
         the value as of the time of the interim distribution of the Deferred
         Compensation Account relating to such Agreement. The interim
         distribution election shall specify the year ("Distribution Year") in
         which such interim distribution shall be made, which shall be no less
         than three (3) Plan Years after the Plan Year in which the deferral was
         originally made. Provided the Participant has not had an earlier
         Termination of Service, Disability or death, the interim distribution
         shall be made in a lump sum no later than January 31st of the
         Distribution Year. Once a Participant elects to receive an interim
         distribution, the election shall be irrevocable. Any interim
         distribution paid shall be deemed a distribution, and shall be deducted
         from the Participant's Deferred Compensation Account. A separate
         interim distribution election shall be made for each 

                                       7
<PAGE>   9
         Plan Year in which amounts are deferred and a separate interim
         distribution election shall be made for both Salary and Bonus
         deferrals.

         If a Participant is not currently deferring any portion of his or her
         Salary or Bonus pursuant to the terms of this Plan at the time he or
         she is scheduled to receive an interim distribution, and
         his or her remaining Deferred Compensation Account balance after the
         interim distribution was paid would be less than $5,000, the
         Participant will be paid his or her total Deferred Compensation
         Account balance at the time the interim distribution is due to be
         paid.

4.02     Hardship Distributions; Waiver of Deferral. In the event that the
         Administrative Committee, upon written petition of the Participant or
         his or her Beneficiary, determines in its sole discretion, that the
         Participant or his or her Beneficiary has suffered an unforeseeable
         financial emergency, the Company may pay to the Participant or his or
         her Beneficiary as soon as reasonably practicable following such
         determination, an amount, not in excess of the Participant's Deferred
         Compensation Account, necessary to satisfy the emergency. For purposes
         of this Plan, an unforeseeable financial emergency is an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant or Beneficiary and that would result in severe financial
         hardship to the individual if the emergency distribution were not
         permitted, as may result from illness, casualty loss or sudden
         financial reversal. Financial needs arising from foreseeable events,
         such as the purchase of a residence or education expenses for children,
         shall not be considered a financial emergency. The Committee shall also
         grant a waiver of the Participant's Agreement to defer a percentage of
         Salary and/or Bonus upon finding that the Participant has suffered an
         unforeseeable financial emergency. The waiver shall be for such period
         of time as the Committee deems necessary under the circumstances.

4.03     Withholding; Employment Taxes. To the extent required by the law in
         effect at the time payments are made, the Company shall withhold any
         taxes required to be withheld by the federal, or any state or local,
         government.

4.04     Commencement of Payments. Unless otherwise provided, payments under
         this Plan shall commence as soon as practicable following the
         Participant's eligibility for payment, but in no event later than
         ninety (90) days following receipt of notice by the Administrative
         Committee of an event which entitles a Participant or a Beneficiary to
         payments under this Plan, or at such other date as may be determined by
         the Administrative Committee in its sole discretion.

4.5      Lump-sum Settlement Option. Notwithstanding any other provision of this
         Plan, any Participant or Beneficiary may, at any time elect to receive
         an immediate lump sum payment of the balance of his or her Deferred
         Compensation Account, reduced by a penalty equal to ten percent (10%)
         of the value of the Participant's remaining Deferred Compensation
         Account. The ten percent (10%) penalty amount shall be permanently
         forfeited and shall not be paid to, or in respect of, the Participant
         or his or her Beneficiary. In the event no such request is made by a
         Participant or Beneficiary, the Participant's Deferred Compensation
         Account shall be paid in accordance with the provisions of this Article
         IV. Any Participant who elects to receive an immediate lump 

                                       8
<PAGE>   10
         sum payment pursuant to this Section 4.10, shall forego further
         participation in the Plan for the remainder of the Plan Year in which
         the payment is received, in addition to the subsequent Plan Year.

4.6      Recipients of Payments: Designation of Beneficiary. All payments to be
         made by the Company under the Plan shall be made to the Participant
         during his or her lifetime, provided that if the Participant dies prior
         to the commencement or completion of such payments, then all subsequent
         payments under the Plan shall be made by the Company to the Beneficiary
         determined in accordance with this Section 4.11. The Participant may
         designate a Beneficiary by filing a written notice of such designation
         with the Committee in such form as the Committee requires and may
         include a contingent Beneficiary. The Participant may from time-to-time
         change the designated Beneficiary by filing a new designation in
         writing with the Committee. If no designation is in effect at the time
         any benefits payable under this Plan become due, the Beneficiary shall
         be the Beneficiary designated by the Participant in the Retirement
         Savings Plan, if any, or if no such designation exists under the
         Retirement Savings Plan, the Participant's estate.

4.7      Distributions in Cash. All distributions of Deferred Compensation
         Accounts shall be paid in United States dollars.

X.       CLAIM FOR BENEFITS PROCEDURE


5.05     Claim for Benefits. Any claim for benefits under the Plan shall be made
         in writing to the Committee. If such claim for benefits is wholly or
         partially denied by the Committee, the Committee shall, within a
         reasonable period of time, but not later than sixty (60) days after
         receipt of the claim, notify the claimant of the denial of the claim.
         Such notice of denial shall be in writing and shall contain:

         a)    The specific reason or reasons for the denial of the claim;

         b)    A reference to the relevant Plan provisions upon which the denial
               is based;

         c)    A description of any additional material or information necessary
               for the claimant to perfect the claim, together with an
               explanation of why such material or information is necessary; and

         d)    An explanation of the Plan's claim review procedure.

5.01     Request for Review of a Denial of a Claim for Benefits. Upon the
         receipt by the claimant of written notice of the denial of a claim, the
         claimant may file a written request within ninety (90) days to the
         Committee requesting a review of the denial of the claim, which review
         shall include a hearing if deemed necessary by the Committee. In
         connection with the claimant's appeal of the denial of his or her
         claim, he or she may review relevant documents and may submit issues
         and comments in writing. To provide for fair review and a full record,
         the claimant must submit in writing all facts, reasons and arguments in
         support of his or her position within the time allowed for filing a
         written request for review. All issues and matters not raised for
         review will be deemed waived by the claimant.

                                       9
<PAGE>   11
5.02     Decision Upon Review of a Denial of a Claim for Benefits. The Committee
         shall render a decision on the claim review promptly, but no more than
         sixty (60) days after the receipt of the claimant's request for review,
         unless special circumstances (such as the need to hold a hearing)
         require an extension of time, in which case the sixty (60) day period
         shall be extended to one hundred-twenty (120) days. Such decision
         shall:

         b)    Include specific reasons for the decision;

         c)    Be written in a manner calculated to be understood by the
               claimant; and

         d)    Contain specific references to the relevant Plan provisions upon
               which the decision is based.


         The decision of the Committee shall be final and binding in all
         respects on the Company, the claimant and any other person claiming an
         interest in the Plan through or on behalf of the claimant. No
         litigation may be commenced by or on behalf of a claimant with respect
         to this Plan until after the claim and review process described in this
         Article V has been exhausted. Judicial review of Committee action shall
         be limited to whether the Committee acted in an arbitrary and
         capricious manner.

VI.      ADMINISTRATION

6.06     Plan Administrative Committee. The Plan shall be administered by the
         Administrative Committee. The Administrative Committee may assign
         duties to an officer or other employees of the Company, and may
         delegate such duties as it sees fit. A member of the Administrative
         Committee who is also a Participant shall not be involved in the
         decisions of the Administrative Committee regarding any
         determination of any specific claim for benefit with respect to
         himself or herself.

6.07     General Rights, Powers and Duties of Administrative Committee. The
         Administrative Committee shall be responsible for the management,
         operation and administration of the Plan. In addition to any powers,
         rights and duties set forth elsewhere in the Plan, it shall have
         complete discretion to exercise the following powers and duties:

         a)    To adopt such rules and regulations consistent with the
               provisions of the Plan as it deems necessary for the proper and
               efficient administration of the Plan;

         b)    To administer the Plan in accordance with its terms and any rules
               and regulations it establishes;

         c)    To maintain records concerning the Plan sufficient to prepare
               reports, returns, and other information required by the Plan or
               by law;

         d)    To construe and interpret the Plan, and to resolve all questions
               arising under the Plan;

                                       10
<PAGE>   12
         e)    To direct the Company to pay benefits under the Plan, and to give
               such other directions and instructions as may be necessary for
               the proper administration of the Plan;

         f)    To employ or retain agents, attorneys, actuaries, accountants or
               other persons, who may also be Participants in the Plan or be
               employed by or represent the Company, as it deems necessary for
               the effective exercise of its duties, and may delegate to such
               persons any power and duties, both ministerial and discretionary,
               as it may deem necessary and appropriate, and the Committee shall
               be responsible for the prudent monitoring of their performance;
               and

         g)    To be responsible for the preparation, filing, and disclosure on
               behalf of the Plan of such documents and reports as are required
               by any applicable federal or state law.

6.01     Information to be Furnished to Committee. The records of the Company
         shall be determinative of each Participant's period of employment,
         Termination of Service and the reason therefore, Disability, leave of
         absence, reemployment, Years of Service, personal data, and Salary
         and/or Bonus. Participants and their Beneficiaries shall furnish to the
         Committee such evidence, data or information, and execute such
         documents as the Committee requests.

6.02     Responsibility. No member of the Administrative Committee shall be
         liable to any person for any action taken or omitted in connection with
         the administration of this Plan unless attributable to his or her own
         fraud or willful misconduct (or that of the Committee, in which he or
         she participated); nor shall the Company be liable to any person for
         any such action unless attributable to fraud or willful misconduct on
         the part of a director, officer or employee of the Company. This
         indemnification shall not duplicate, but may supplement, any coverage
         available under any applicable insurance coverage.

III.     AMENDMENT AND TERMINATION

7.07     Amendment. The Plan may be amended in whole or in part by a written
         instrument adopted by the Company at any time. Notice of any material
         amendment shall be given in writing to the Administrative Committee and
         to each Participant and each Beneficiary. No amendment shall
         retroactively decrease either the balance of a Participant's Deferred
         Compensation Account or a Participant's interest in his or her Deferred
         Compensation Account as existing immediately prior to the later of the
         effective date or adoption date of such amendment.

7.08     Company's Right to Terminate. The Company reserves the sole right to
         terminate, by action of its Administrative Committee, the Plan and/or
         the Agreement pertaining to a Participant at any time prior to the
         commencement of payment of his or her benefits. In the event of any
         such termination, a Participant shall be deemed to have incurred a
         Termination of Service, and his or her Deferred Compensation Account
         shall be paid in the manner provided in Section 4.03.

                                       11
<PAGE>   13
7.09     Special Termination. Any other provision of the Plan to the contrary
         notwithstanding, the Plan shall terminate if:

         The Plan is held to be ERISA Funded or Tax Funded by a federal
         court,and appeals from that holding are no longer timely or have been
         exhausted. The Company may terminate the Plan if it determines, based
         on a legal opinion which is satisfactory to the Company, that either
         judicial authority or the opinion of the U.S. Department of Labor,
         Treasury Department or Internal Revenue Service (as expressed in
         proposed or final regulations, advisory opinions or rulings, or similar
         administrative announcements) creates a significant risk that the Plan
         will be held to be ERISA Funded or Tax Funded, and failure to so amend
         the Plan could subject the Company or the Participants to material
         penalties. Upon any such termination, the Company may:

               a)    Transfer the rights and obligations of the Company and some
                     or all Participants as determined by the Company in its
                     discretion, to a new plan established by the Company, which
                     is not deemed to be ERISA Funded or Tax Funded, but which
                     is substantially similar in all other respect to this Plan,
                     if the Company determines that it is possible or desirable
                     to establish such a Plan;

               b)    If the Company, in its sole discretion, determines that it
                     is not possible or desirable to establish the Plan in (a)
                     above, for some or all Participants, such Participants
                     shall be paid a lump sum equal to the value of his or her
                     Deferred Compensation Account;

               c)    Pay to a Participant a lump sum benefit equal to the value
                     of his or her Deferred Compensation Account to the extent
                     that a federal court has held that the interest of the
                     Participant in the Plan is includable in the gross income
                     of the Participant for federal income tax purposes prior to
                     actual payment of Plan benefits;

               d)    Pay to a Participant a lump sum benefit equal to the value
                     of his or her Deferred Compensation Account if, based on a
                     legal opinion satisfactory to the Company, there is a
                     significant risk that such Participant will be determined
                     not to be part of a "select group of management or highly
                     compensated employees" for purposes of ERISA.

         A lump sum payment to be made in accordance with this Section shall be
         subject to the provisions of Section 4.09.

VIII.    MISCELLANEOUS

8.08     Separation of Plan: No Implied Rights. Neither the establishment of the
         Plan nor any amendment thereof shall be construed as giving any
         Participant, Beneficiary, or any other person any legal or equitable
         right unless such right shall be specifically provided for in the Plan
         or conferred by specific action of the Company in accordance with the
         terms and provisions of the Plan. Except as expressly provided in this
         Plan, the Company shall not be required or be liable to make any
         payment under this Plan.

                                       12
<PAGE>   14
8.09     No Right to Company Assets. Neither the Participant nor any other
         person shall acquire by reason of the Plan any right in or title to any
         assets, funds or property of the Company whatsoever, including, without
         limiting the generality of the foregoing, any specific funds, assets or
         other property which the Company, in its sole discretion, may set aside
         in anticipation of a liability hereunder. Any benefits which become
         payable hereunder shall be paid from the general assets of the Company.
         The Participant and his or her Beneficiary shall have only a
         contractual right to the amounts, if any, payable hereunder, unsecured
         by any asset of the Company. Nothing contained in the Plan constitutes
         a guarantee by the Company that the assets of the Company shall be
         sufficient to pay any benefits to any person.

8.010    No Employment Rights. Nothing herein shall constitute a contract of
         employment or of continuing service or in any manner obligate the
         Company to continue the services of the Participant, or obligate the
         Participant to continue in the service of the Company, or as a
         limitation of the right of the Company to discharge any of its
         employees, with or without cause. Nothing herein shall be construed as
         fixing or regulating the Salary and/or bonus payable to the
         Participant.

8.011    Offset. If, at the time payments or installments of payments are to be
         made hereunder, the Participant or Beneficiary is indebted or obligated
         to the Company, then the payments remaining to be made to the
         Participant or the Beneficiary may, at the discretion of the Company,
         be reduced by the amount of such indebtedness or obligation. However,
         an election by the Company not to reduce any such payment or payments
         shall not constitute a waiver of its claim, or prohibit or otherwise
         impair the Company's right to offset future payments for such
         indebtedness or obligation.

8.012    Protective Provisions. In order to facilitate the payment of benefits
         hereunder, each employee designated eligible to participate in the
         Plan, shall cooperate with the Company by furnishing any and all
         information requested by the Company, including taking such physical
         examinations as the Company may deem necessary, and taking such other
         actions as may be requested by the Company. If the employee refuses to
         cooperate, he or she shall not become a Participant in the Plan and the
         Company shall have no further obligation to him or her under the Plan,
         including, but not limited to, the survivor benefit provided under
         Section 4.02. In the event a Participant has a balance in his or her
         Deferred Compensation Account, the Participant or his or her
         Beneficiary shall receive a benefit equal to his or her Deferred
         Compensation Account determined pursuant to Section 3.08 and paid in
         accordance with Section 4.03.

8.013    Non-assignability. Neither the Participant nor any other person shall
         have any voluntary or involuntary right to commute, sell, assign,
         pledge, anticipate, mortgage or otherwise encumber, transfer,
         hypothecate, or convey in advance of actual receipt the amounts, if
         any, payable hereunder, or any part thereof, which are expressly
         declared to be unassignable and non-transferable. No part of the
         amounts payable shall be, prior to actual payment, subject to seizure
         or sequestration for the payment of any debts, judgments, alimony or
         separate maintenance owed by the Participant or any other person, or be
         transferable by operation of law in the event of the Participant's or
         any other person's bankruptcy or insolvency.

                                       13
<PAGE>   15
8.014    Gender and Number. Wherever appropriate herein, the masculine may mean
         feminine and the singular may mean the plural, or vice versa.

8.015    Notice.  Any notice required or permitted to be given under the Plan
         shall be sufficient if in writing and hand delivered, or sent by
         registered or certified mail, and if given to the Company, delivered to
         the principal office of the Company, directed to the attention of the
         Administrative Committee. Such notice shall be deemed given as of the
         date of delivery, or, if delivery is made by mail, as of the date shown
         on the postmark or the receipt for registration or certification.

8.016    Governing Laws. The Plan shall be construed and administered according
         to the laws of the State of Illinois to the extent not pre-empted by
         Federal Law.

8.17     Executive Deferred Compensation Plan Trust. The Company may establish a
         Trust with (an) independent trustee(s), and shall comply with the terms
         of the Trust. The Company may transfer to the trustee(s) an amount of
         cash, marketable securities, or other property acceptable to the
         trustee(s) ("Trust Property") equal in value to all or a portion of the
         amount necessary, calculated in accordance with the terms of the Trust,
         to pay the Company's obligations under the Plan (the "Funding Amount"),
         and may make additional transfers to the trustee(s) as may be necessary
         in order to maintain the Funding Amount. Trust Property so transferred
         shall be held, managed, and disbursed by the trustee(s) in accordance
         with the terms of the Trust. To the extent that Trust Property shall be
         used to pay the Company's obligations under the Plan, such payments
         shall discharge obligations of the Company; however, the Company shall
         continue to be liable for amounts not paid by the Trust. Trust Property
         will nevertheless be subject to claims of the Company's creditors in
         the event of bankruptcy or insolvency of the Company, and the
         Participant's rights under the Plan and Trust shall at all times be
         subject to the provisions of Section 8.02.


IN WITNESS WHEREOF, the Company has adopted the Information Resources, Inc.
Executive Deferred Compensation Plan effective January 1, 1999.


INFORMATION RESOURCES, INC.



By:                                                           
    ----------------------------------------

Its:                                                          
    ----------------------------------------


                                       14