<PAGE>

                                                                    Exhibit 10.7

                                       
                           USCS INTERNATIONAL, INC.
                                       
                          DEFERRED COMPENSATION PLAN
                                       
        (FORMERLY, U.S. COMPUTER SERVICES DEFERRED COMPENSATION PLAN)
                                       
                        (JANUARY 1, 1998 RESTATEMENT)
                                       



<PAGE>



                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                    Page
<S>                                                                 <C>
SECTION 1   DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . .  1

        1.1  "AFFILIATE" . . . . . . . . . . . . . . . . . . . . . .  1
        1.2  "Beneficiary" . . . . . . . . . . . . . . . . . . . . .  2
        1.3  "Board of Directors". . . . . . . . . . . . . . . . . .  2
        1.4  "Code". . . . . . . . . . . . . . . . . . . . . . . . .  2
        1.5  "Committee" . . . . . . . . . . . . . . . . . . . . . .  2
        1.6  "Company" . . . . . . . . . . . . . . . . . . . . . . .  2
        1.7  "Compensation". . . . . . . . . . . . . . . . . . . . .  2
        1.8  "Compensation Deferrals". . . . . . . . . . . . . . . .  3
        1.9  "Disability" or "Disabled". . . . . . . . . . . . . . .  3
        1.10 "Eligible Employee" . . . . . . . . . . . . . . . . . .  3
        1.11 "Employers" . . . . . . . . . . . . . . . . . . . . . .  3
        1.12 "ERISA" . . . . . . . . . . . . . . . . . . . . . . . .  3
        1.13 "Participant" . . . . . . . . . . . . . . . . . . . . .  4
        1.14 "Participant's Account" or "Account". . . . . . . . . .  4
        1.15 "Plan". . . . . . . . . . . . . . . . . . . . . . . . .  4
        1.16 "Plan Year" . . . . . . . . . . . . . . . . . . . . . .  4

SECTION 2   PARTICIPATION. . . . . . . . . . . . . . . . . . . . . .  4

        2.1  Participation . . . . . . . . . . . . . . . . . . . . .  4
             2.1.1  Initial Elections by Current Employees . . . . .  4
             2.1.2  Initial Elections by New Eligible Employees. . .  5
             2.1.3  Elections for Subsequent Plan Years. . . . . . .  5
             2.1.4  No Election Changes During Plan Year . . . . . .  5
             2.1.5  Specific Timing and Method of Election . . . . .  6
        2.2  Hardship Suspension of Participation. . . . . . . . . .  6
        2.3  Termination of Participation. . . . . . . . . . . . . .  7

SECTION 3   COMPENSATION DEFERRAL ELECTIONS. . . . . . . . . . . . .  7

        3.1  Compensation Deferrals. . . . . . . . . . . . . . . . .  7
        3.2  Crediting of Compensation Deferrals . . . . . . . . . .  
        3.3  Deemed Investment Return on Accounts. . . . . . . . . .  8
        3.4  Form of Payment . . . . . . . . . . . . . . . . . . . .  8
        3.5  Normal Time for Payment . . . . . . . . . . . . . . . .  9


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<PAGE>

        3.6  In-Service Withdrawals. . . . . . . . . . . . . . . . .  9

SECTION 4   ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . 10

        4.1  Participants' Accounts. . . . . . . . . . . . . . . . . 10
        4.2  Participants Remain Unsecured Creditors . . . . . . . . 10
        4.3  Accounting Methods. . . . . . . . . . . . . . . . . . . 10
        4.4  Reports . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 5   DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . 10

        5.1  Normal Time for Distribution. . . . . . . . . . . . . . 10
             5.1.1  Termination Date . . . . . . . . . . . . . . . . 11
             5.1.2  Rules for Installment Payments . . . . . . . . . 11
             5.1.3  Special Rule for Disability. . . . . . . . . . . 11
        5.2  Death of the Participant. . . . . . . . . . . . . . . . 12
        5.3  Beneficiary Designations. . . . . . . . . . . . . . . . 12
             5.3.1  Changes. . . . . . . . . . . . . . . . . . . . . 12
             5.3.2  Failed Designations. . . . . . . . . . . . . . . 12
        5.4  Financial Hardship. . . . . . . . . . . . . . . . . . . 12
        5.5  Payments to Incompetents. . . . . . . . . . . . . . . . 13
        5.6  Undistributable Accounts. . . . . . . . . . . . . . . . 13
        5.7  Committee Discretion. . . . . . . . . . . . . . . . . . 14

SECTION 6   PARTICIPANT'S INTEREST IN ACCOUNT. . . . . . . . . . . . 14

        6.1  Compensation Deferral Contributions . . . . . . . . . . 14

SECTION 7   ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . 14

        7.1  Plan Administrator. . . . . . . . . . . . . . . . . . . 14
        7.2  Committee . . . . . . . . . . . . . . . . . . . . . . . 14
        7.3  Actions by Committee. . . . . . . . . . . . . . . . . . 14
        7.4  Powers of Committee . . . . . . . . . . . . . . . . . . 15
        7.5  Decisions of Committee. . . . . . . . . . . . . . . . . 16
        7.6  Administrative Expenses . . . . . . . . . . . . . . . . 16
        7.7  Eligibility to Participate. . . . . . . . . . . . . . . 17
        7.8  Indemnification . . . . . . . . . . . . . . . . . . . . 17

SECTION 8   FUNDING.17

        8.1  Unfunded Plan . . . . . . . . . . . . . . . . . . . . . 17


                                       ii

<PAGE>

SECTION 9   MODIFICATION OR TERMINATION OF PLAN. . . . . . . . . . . 17

        9.1  Employers' Obligations Limited. . . . . . . . . . . . . 17
        9.2  Right to Amend or Terminate . . . . . . . . . . . . . . 18
        9.3  Disposition of Affiliates . . . . . . . . . . . . . . . 18
        9.4  Effect of Termination . . . . . . . . . . . . . . . . . 18

SECTION 10  GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . 19

        10.1 Participation by Affiliates . . . . . . . . . . . . . . 19
        10.2 Inalienability. . . . . . . . . . . . . . . . . . . . . 19
        10.3 Rights and Duties . . . . . . . . . . . . . . . . . . . 20
        10.4 No Enlargement of Employment Rights . . . . . . . . . . 20
        10.5 Apportionment of Costs and Duties . . . . . . . . . . . 20
        10.6 Compensation Deferrals Not Counted Under Other 
             Employee Benefit Plans. . . . . . . . . . . . . . . . . 20
        10.7 Applicable Law. . . . . . . . . . . . . . . . . . . . . 20
        10.8 Severability. . . . . . . . . . . . . . . . . . . . . . 21
        10.9 Captions. . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

                                      iii

<PAGE>

                           USCS INTERNATIONAL, INC.
                                       
                          DEFERRED COMPENSATION PLAN
                                       
        (FORMERLY, U.S. COMPUTER SERVICES DEFERRED COMPENSATION PLAN)
                                       
                        (JANUARY 1, 1998 RESTATEMENT)
                                       

          USCS International, Inc. (formerly, U.S. Computer Services), a 
Delaware corporation, having established the USCS International, Inc. 
Deferred Compensation Plan (formerly, the U.S. Computer Services Deferred 
Compensation Plan), effective September 1, 1994, for the benefit of a select 
group of management employees of the Company and its participating 
Affiliates, in order to provide such employees with certain deferred 
compensation benefits, hereby amends and restates the Plan effective as of 
January 1, 1998.  The Plan is an unfunded deferred compensation plan that is 
intended to qualify for the exemptions provided in sections 201, 301, and 401 
of ERISA.

                                   SECTION 1      
                                          
                                  DEFINITIONS

          The following words and phrases shall have the following meanings 
unless a different meaning is plainly required by the context:

     1.1  "AFFILIATE" shall mean (a) the Company, and (b) each corporation, 
trade or business which is, together with any Employer, a member of a 
controlled group of corporations or an affiliated service group or under 
common control (within the meaning of section 414(b), (c) or (m) of the 
Code), but only for the period during which such other entity is so 
affiliated with any Employer.


<PAGE>

     1.2  "BENEFICIARY" shall mean the person or persons entitled to receive 
the balance credited to a Participant's Account under the Plan upon the death 
of the Participant, as provided in Section 5.4.

     1.3  "BOARD OF DIRECTORS" shall mean the Board of Directors of the 
Company, as constituted from time to time.

     1.4  "CODE" shall mean the Internal Revenue Code of 1986, as amended. 
Reference to a specific section of the Code shall include such section, any 
valid regulation promulgated thereunder, and any comparable provision of any 
future legislation amending, supplementing or superseding such section.

     1.5  "COMMITTEE" shall mean the committee appointed by the Board of 
Directors to administer the Plan.  The members of the Committee shall serve 
at the pleasure of the Board of Directors.

     1.6  "COMPANY" shall mean USCS International, Inc. (formerly, U.S. 
Computer Services), a Delaware corporation.

     1.7  "COMPENSATION" shall mean the base salary (including car allowance) 
of a Participant, but reduced by welfare plan contributions and deductions, 
elected deferrals and deductions (e.g., 401(k) contributions, 401(k) loan 
repayments, Section 125 flexible benefits deductions, and Company cafeteria 
charges), and any other amounts required to be withheld for taxes or 
otherwise (e.g., pursuant to an order for garnishment).  A Participant's 
Compensation shall not include any other type of remuneration.


                                      2

<PAGE>

     1.8  "COMPENSATION DEFERRALS" shall mean the amounts credited to 
Participants' Accounts under the Plan pursuant to their deferral elections 
made in accordance with Section 2.1.

     1.9  "DISABILITY" OR "DISABLED" shall mean a physical or mental 
impairment that (a) renders a Participant incapable of performing the 
functions of his or her position for a period of two years, and (b) 
thereafter, based on factors such as the Participant's education and 
training, renders him or her incapable of performing work in any capacity.  A 
Participant shall be Disabled only if he or she is determined to be disabled 
by a third party or parties designated from time to time by the Committee.

     1.10 "ELIGIBLE EMPLOYEE" shall mean an employee of an Employer who holds 
the title of Director or above.  Notwithstanding the preceding, the Board of 
Directors, in its sole discretion, may (a) change the required title for 
purposes of determining eligibility for the Plan, and (b) determine that one 
or more otherwise eligible employees of an Employer shall not be Eligible 
Employees.

     1.11 "EMPLOYERS" shall mean the Company and each of its Affiliates that 
adopts the Plan with the approval of the Board of Directors.  With respect to 
an individual Participant, "Employer" shall mean the Company or its Affiliate 
that (a) directly employs such Participant, and (b) has adopted the Plan 
(with the approval of the Board of Directors).

     1.12 "ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended.  Reference to a specific section of ERISA shall include 
such section, any valid regulation promulgated thereunder, and any comparable 
provision of any future legislation amending, supplementing or superseding 
such section.


                                      3

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     1.13 "PARTICIPANT" shall mean an Eligible Employee who (a) has become a 
Participant in the Plan pursuant to Section 2.1 and (b) has not ceased to be 
a Participant pursuant to Section 2.3.

     1.14 "PARTICIPANT'S ACCOUNT" OR "ACCOUNT" shall mean as to any 
Participant the separate account maintained on the books of the Employers in 
order to reflect his or her interest under the Plan.

     1.15 "PLAN" shall mean the USCS International, Inc. Deferred 
Compensation Plan (formerly, the U.S. Computer Services Deferred Compensation 
Plan), as set forth in this instrument and as hereafter amended from time to 
time.

     1.16 "PLAN YEAR" shall mean the calendar year.  Notwithstanding the 
preceding, the 1994 Plan Year shall be the period September 1, 1994 (the 
effective date of the Plan), through December 31, 1994.

                                   SECTION 2      
                                       
                                 PARTICIPATION

     2.1  PARTICIPATION.  Each Eligible Employee's decision to become a 
Participant shall be entirely voluntary.

          2.1.1     INITIAL ELECTIONS BY CURRENT EMPLOYEES.  An Eligible 
Employee may elect to become a Participant in the Plan by electing, no later 
than September 1, 1994, to make Compensation Deferrals under the Plan.  An 
election under this Section 2.1.1 to make Compensation Deferrals shall be 
effective for the Plan Year beginning September 1, 1994, and for the Plan 
Year beginning January 1, 1995.


                                       4

<PAGE>

          2.1.2     INITIAL ELECTIONS BY NEW ELIGIBLE EMPLOYEES.  Each 
employee who becomes an Eligible Employee after January 1, 1998 (whether by 
hire or promotion) may elect to become a Participant in the Plan by electing, 
within 30 days of the date of his or her hire or promotion (as the case may 
be), to make Compensation Deferrals under the Plan.  An election under this 
Section 2.1.2 to make Compensation Deferrals shall be effective (a) as of the 
first day of the first calendar month which begins after the Eligible 
Employee has been such for 30 consecutive days, and (b) for the immediately 
following Plan Year. Notwithstanding clause (b) of the preceding sentence, 
prior to the beginning of such immediately following Plan Year, and pursuant 
to such procedures as the Committee may specify from time to time, the 
Eligible Employee may increase or decrease the amount of his or her deferral 
for such Plan Year, provided that the Participant may not decrease the amount 
of his or her deferral below the $5,000 minimum required by Section 3.1 (unless 
the Participant ceases making Compensation Deferrals under the plan).

          2.1.3     ELECTIONS FOR SUBSEQUENT PLAN YEARS.  An Eligible 
Employee may elect to become a Participant (or to continue or reinstate his 
or her active participation) in the Plan for any subsequent Plan Year by 
electing, no later than December 31 of the preceding Plan Year, to make 
Compensation Deferrals under the Plan.  An election under this Section 2.1.3 
to make Compensation Deferrals shall be effective only for the Plan Year with 
respect to which the election is made.

          2.1.4     NO ELECTION CHANGES DURING PLAN YEAR.  A Participant 
shall not be permitted to change or revoke his or her election for a Plan 
Year after the beginning of such Plan Year, except that (a) pursuant to such 
procedures as the Committee may specify from time to time, a Participant may 
increase his or her deferrals for the remainder of the Plan Year (but only 


                                      5

<PAGE>

with respect to Compensation that is not yet earned), (b) to the limited 
extent provided in Sections 2.1.2 and 2.2, a Participant may change or revoke 
his or her election, and (c) if a Participant's job changes to a position 
which is ineligible for the Plan, his or her deferrals under the Plan shall 
cease.

          2.1.5     SPECIFIC TIMING AND METHOD OF ELECTION.  Notwithstanding 
any contrary provision of this Section 2.1, the Committee, in its sole 
discretion, shall determine the manner and deadlines for Participants to make 
Compensation Deferral elections.  The deadlines prescribed by the Committee 
may be earlier than the deadlines specified in Sections 2.1.1, 2.1.2, and 
2.1.3, but shall not be later than the deadlines prescribed in such Sections.

     2.2  HARDSHIP SUSPENSION OF PARTICIPATION.  In the event that a 
Participant incurs a "financial hardship" (as defined in this Section 2.2), 
the Committee, in its sole discretion, may suspend the Participant's 
Compensation Deferrals for the remainder of the Plan Year.  However, an 
election to make Compensation Deferrals under Section 2.1 shall be 
irrevocable as to amounts deferred as of the effective date of any suspension 
in accordance with this Section 2.2.  For purposes of the Plan, a "financial 
hardship" shall mean a severe financial emergency which is caused by a sudden 
and unexpected accident, illness or other event beyond the control of the 
Participant which would, if no suspension of deferrals (or accelerated 
distribution under Section 5.5) were made, result in severe financial burden 
to the Participant or a member of his or her immediate family.  Also, a 
financial hardship does not exist to the extent that the hardship may be 
relieved by (a) reimbursement or compensation by insurance, (b) liquidation 
of the Participant's other assets (to the extent such liquidation would not 
itself cause severe financial hardship), or 


                                      6

<PAGE>

(c) any loan available to the Participant (to the extent the payments on such 
loan would not themselves cause severe financial hardship).

     2.3  TERMINATION OF PARTICIPATION.  An Eligible Employee who has become 
a Participant shall remain a Participant until his or her entire vested 
Account balance is distributed.  However, an Eligible Employee who has become 
a Participant may or may not be an active Participant making Compensation 
Deferrals for a particular Plan Year, depending upon whether he or she has 
elected to make Compensation Deferrals for such Plan Year.

                                   SECTION 3      
                                       
                        COMPENSATION DEFERRAL ELECTIONS

     3.1  COMPENSATION DEFERRALS.  At the times and in the manner prescribed 
in Section 2.1, each Eligible Employee may elect to defer portions of his or 
her Compensation and to have the amounts of such deferrals credited to his or 
her Account under the Plan on the books of the Employer.  For each Plan Year, 
an Eligible Employee may elect to defer an amount equal to any specific 
dollar amount (in whole dollar increments) of the Participant's Compensation, 
provided that the percentage or dollar amount elected by the Participant 
shall result in an expected deferral of not less than $5,000 of his or her 
Compensation. Notwithstanding the preceding sentence, the minimum deferral 
amount shall, in such manner as the Committee may determine from time to 
time, be prorated (a) for the Plan Year beginning September 1, 1994, and (b) 
with respect to each Participant who becomes a Participant under Section 
2.1.2, for his or her first year of active participation in the Plan.  Also, 
notwithstanding any contrary provision of the Plan, the Committee may reduce 
a Participant's Compensation Deferrals to the extent necessary to satisfy 
applicable withholding tax requirements and employee welfare plan 
contributions.  


                                      7

<PAGE>

     3.2  CREDITING OF COMPENSATION DEFERRALS.  The amounts deferred pursuant 
to Section 3.1 shall reduce the Participant's Compensation during the Plan 
Year and shall be credited to the Participant's Account as of the date on 
which the amounts (but for the deferral) would have been paid to the 
Participant.  For each Plan Year, the exact dollar amount to be deferred from 
each Compensation payment shall be determined by the Committee under such 
formulae as it shall adopt from time to time.  

     3.3  DEEMED INVESTMENT RETURN ON ACCOUNTS.  Although no assets will be 
segregated or otherwise set aside with respect to a Participant's Account, 
effective January 1, 1998, the amount that is ultimately payable to the 
Participant with respect to his or her Account shall be determined as if such 
Account had been invested in accordance with the Participant's deemed 
investment elections (provided that such elections must comply with the 
procedures established by the Committee pursuant to this Section 3.3).  The 
Committee, in its sole discretion shall adopt (and may modify from time to 
time) such rules and procedures as it deems necessary or appropriate to 
implement and or re-direct the deemed investment of the Participants' 
Accounts.  Such procedures generally shall provide that a Participant shall 
be entitled to make deemed investment elections as to the deemed investment 
of his or her Account subject to any limitations determined by the Committee. 
Such procedures may differ among Participants or classes of Participants, as 
determined by the Committee in its discretion.

     3.4  FORM OF PAYMENT.  Each Participant shall indicate on his or her 
first deferral election made pursuant to Section 3.1 the form of payment for 
his or her Account.  Effective January 1, 1998, a Participant may elect (a) a 
lump sum payment or (b) five annual installment payments.  Subject to the 
following sentence, each Participant who elected payments in ten annual 
installment payments or fifteen annual installment payments with respect to 
Compensation Deferrals made prior to January 1, 1998 shall automatically have 
a lump sum 


                                      8

<PAGE>

payment as the form of payment for his or her Account, unless such 
Participant elected payment in five annual installment payments.  On any 
subsequent deferral election (i.e., an election for a subsequent Plan Year), 
each Participant may choose a different form of payment (from the above 
choices); provided, however, that a Participant may not choose a more rapid 
form of payment than has previously been elected.  A Participant's last 
effective election shall apply to all amounts credited to the Participant's 
Account, without regard to the Plan Year in which such amounts are credited 
(except as provided in Section 3.6).

     3.5  NORMAL TIME FOR PAYMENT.  Each Participant's Account shall be 
distributed at the time(s) provided in Section 5, except as provided in 
Section 3.6.  

     3.6  IN-SERVICE WITHDRAWALS.  Notwithstanding any contrary provision of 
the Plan, and pursuant to such procedures as the Committee may adopt from 
time to time, a Participant may indicate on his or her deferral election 
(made pursuant to Section 3.1) the time for payment of all or a portion of 
the Compensation Deferrals to be made for the specific Plan Year covered by 
such deferral election.  Payment of such deferrals (as increased or decreased 
by any deemed earnings or losses) will be made in four equal installments, 
commencing on the date elected by the Participant.  A Participant may elect 
to commence receiving payment of such deferrals after any whole number of 
calendar years (not less than five) specified by the Participant in his or 
her deferral election.  A Participant's election as to the time for 
commencement of payment shall be irrevocable and shall apply to the elected 
portion of the amounts credited to the Participant's Account (as increased or 
decreased by any deemed earnings or losses) during the Plan Year with respect 
to which the election is made, provided that if the Participant terminates 
employment prior to the final scheduled payment under this Section 3.6, 
distribution of the entire remaining balance credited to his or her Account 
shall instead be made in the time and manner provided in Section 5.

                                      9

<PAGE>

                                   SECTION 4         
                                       
                                  ACCOUNTING

     4.1  PARTICIPANTS' ACCOUNTS.  At the direction of the Committee, there 
shall be established and maintained on the books of the Employer a separate 
Account for each Participant to which shall be credited all Compensation 
Deferrals made by the Participant, and deemed investment, gains or losses on 
such Compensation Deferrals.

     4.2  PARTICIPANTS REMAIN UNSECURED CREDITORS.  All amounts credited to a 
Participant's Account under the Plan shall continue for all purposes to be a 
part of the general assets of the Employer.  Each Participant's interest in 
the Plan shall make him or her only a general, unsecured creditor of the 
Employer.

     4.3  ACCOUNTING METHODS.  The accounting methods or formulae to be used 
under the Plan for the purpose of maintaining the Participants' Accounts, 
including the calculation and crediting of deemed returns, gains and losses, 
shall be determined by the Committee, in its sole discretion.  The accounting 
methods or formulae selected by the Committee may be revised from time to 
time.

     4.4  REPORTS.  Each Participant shall be furnished with periodic 
statements of his or her Account, reflecting the status of his or her 
interest in the Plan, at least annually.

                                   SECTION 5         
                                       
                                 DISTRIBUTIONS

     5.1  NORMAL TIME FOR DISTRIBUTION.  Subject to Sections 3.6, 5.2, and 
5.3, distribution of the balance credited to a Participant's Account shall 
commence no later than January 15 of the Plan Year following the 
Participant's "termination date" (as defined in Section 5.1.1).


                                      10

<PAGE>

          5.1.1     TERMINATION DATE.  A Participant's "termination date" 
means the date of the Participant's termination of employment with all 
Employers and Affiliates for any reason, except as provided in the following 
sentence. However, if (a) the Participant's termination of employment with 
all Employers and Affiliates occurs on account of the sale of the stock or 
assets of the Affiliate employing the Participant, or due to a spin-off, 
split-up or other similar change in the capital structure of the Affiliate, 
and (b) the Participant continues in employment with the new non-Affiliate 
(or its successor), then the Participant's "termination date" means the date 
of the Participant's termination of employment for any reason from such 
non-Affiliate.

          5.1.2     RULES FOR INSTALLMENT PAYMENTS.  If, pursuant to Section 
3.4, the Participant elected to receive five annual installment payments, his 
or her first installment shall be equal to 1/5th of the balance then credited 
to his or her Account.  Each subsequent annual installment shall be paid to 
the Participant as near as administratively practicable to each anniversary 
of the first installment payment.  The amount of each subsequent installment 
shall be equal to the balance then credited to the Participant's Account, 
divided by the number of installments remaining to be made.  While a 
Participant's Account is in installment payout status, the unpaid balance 
credited to the Participant's Account shall continue to be credited with 
deemed investment returns under Section 3.3.

          5.1.3     SPECIAL RULE FOR DISABILITY.  If a Participant becomes 
Disabled prior to his or her termination of employment with all Employers and 
Affiliates, the balance then credited to his or her Account shall be 
distributed to him or her at the time specified in Section 5 and in the form 
and manner elected under Section 3.4. 


                                      11

<PAGE>

     5.2  DEATH OF THE PARTICIPANT.  If a Participant dies, the balance then 
credited to his or her Account shall be distributed to his or her Beneficiary 
or Beneficiaries, in the same form and manner elected by the Participant 
under Sections 3.4 and 3.6.

     5.3  BENEFICIARY DESIGNATIONS.  Each Participant may, pursuant to such 
procedures as the Committee may specify, designate one or more Beneficiaries. 
Primary and secondary Beneficiaries are permitted.

          5.3.1     CHANGES.  A Participant may designate different 
Beneficiaries (or may revoke a prior Beneficiary designation) at any time by 
delivering a new designation (or revocation of a prior designation) in like 
manner.  Any designation or revocation shall be effective only if it is 
received by the Committee.  However, when so received, the designation or 
revocation shall be effective as of the date the notice is executed (whether 
or not the Participant still is living), but without prejudice to the 
Committee on account of any payment made before the change is recorded.  The 
last effective designation received by the Committee shall supersede all 
prior designations.

          5.3.2     FAILED DESIGNATIONS.  If a Participant dies without 
having effectively designated a Beneficiary, or if no Beneficiary (primary or 
secondary) survives the Participant, the Participant's Account shall be 
payable to his or her surviving spouse, or, if the Participant is not 
survived by his or her spouse, the Account shall be paid to his or her estate.

     5.4  FINANCIAL HARDSHIP.  In the event that a Participant incurs a 
"financial hardship" (as defined in Section 2.2), the Committee, in its sole 
discretion and notwithstanding any contrary provision of the Plan, may 
determine that all or part of the Participant's Account shall 


                                      12

<PAGE>

be paid to him or her immediately; provided, however, that the amount paid to 
the Participant pursuant to this Section 5.5 shall be limited to the amount 
reasonably necessary to alleviate the Participant's hardship.  Also, payment 
under this Section 5.5 may not be made to the extent that the hardship may be 
relieved by suspension of the Participant's Compensation Deferrals in 
accordance with Section 2.2.

     5.5  PAYMENTS TO INCOMPETENTS.  If any individual to whom a benefit is 
payable under the Plan is a minor or legally incompetent, the Committee shall 
determine whether payment shall be made directly to the individual, any 
person acting as his or her custodian or legal guardian under the California 
Uniform Transfers to Minors Act, his or her legal representative or a near 
relative, or directly for his or her support, maintenance or education.

     5.6  UNDISTRIBUTABLE ACCOUNTS.  Each Participant and (in the event of 
death) his or her Beneficiary shall keep the Committee advised of his or her 
current address.  If the Committee is unable to locate the Participant or 
Beneficiary to whom a Participant's Account is payable under this Section 5, 
the Participant's Account shall continue to be credited with deemed 
investment returns in accordance with Section 3.3.  Accounts that, in 
accordance with the preceding sentence, have been undistributable for a 
period of 35 months shall be forfeited as of the end of the 35th month.  If a 
Participant whose Account was forfeited under this Section 5.7 (or his or her 
Beneficiary) files a claim for distribution of the Account after the date 
that it was forfeited, and if the Committee determines that such claim is 
valid, then the forfeited balance shall be paid by the Employer in a lump sum 
cash payment as soon as practicable thereafter.


                                      13

<PAGE>
 
     5.7  COMMITTEE DISCRETION.  Within the specific time periods described 
in this Section 5, the Committee shall have sole discretion to determine the 
specific timing of the payment of any Account balance under the Plan.

                                   SECTION 6         
                                       
                         PARTICIPANT'S INTEREST IN ACCOUNT

     6.1  COMPENSATION DEFERRAL CONTRIBUTIONS.  Subject to Sections 8.1 
(relating to creditor status) and 9.2 (relating to amendment and/or 
termination of the Plan), a Participant's interest in the balance credited to 
his or her Account at all times shall be 100% vested and nonforfeitable.

                                   SECTION 7         
                                       
                           ADMINISTRATION OF THE PLAN

     7.1  PLAN ADMINISTRATOR.  The Company is hereby designated as the 
administrator of the Plan (within the meaning of section 3(16)(A) of ERISA).

     7.2  COMMITTEE.  The Plan shall be administered by the Committee.  The 
Committee shall have the authority to control and manage the operation and 
administration of the Plan.  Any member of the Committee may resign at any 
time by notice in writing mailed or delivered to the Secretary of the Company.

     7.3  ACTIONS BY COMMITTEE.  Each decision of a majority of the members 
of the Committee then in office shall constitute the final and binding act of 
the Committee.  The 


                                      14

<PAGE>

Committee may act with or without a meeting being called or held and shall 
keep minutes of all meetings held and a record of all actions taken by 
written consent.

     7.4  POWERS OF COMMITTEE.  The Committee shall have all powers and 
discretion necessary or appropriate to supervise the administration of the 
Plan and to control its operation in accordance with its terms, including, 
but not by way of limitation, the following discretionary powers:

         (a)  To interpret and determine the meaning and validity of the
    provisions of the Plan and to determine any question arising under, or in
    connection with, the administration, operation or validity of the Plan or
    any amendment thereto;

         (b)  To determine any and all considerations affecting the eligibility
    of any employee to become a Participant or remain a Participant in the
    Plan;

         (c)  To cause one or more separate Accounts to be maintained for each
    Participant;

         (d)  To cause Compensation Deferrals and deemed gains or losses to be
    credited to Participants' Accounts;

         (e)  To establish and revise an accounting method or formula for the
    Plan, as provided in Section 4.3;

         (f)  To determine the manner and form in which any distribution is to
    be made under the Plan;

         (g)  To determine the status and rights of Participants and their
    spouses, Beneficiaries or estates;


                                      15

<PAGE>

         (h)  To employ such counsel, agents and advisers, and to obtain such
    legal, clerical and other services, as it may deem necessary or appropriate
    in carrying out the provisions of the Plan;

         (i)  To establish, from time to time, rules for the performance of its
    powers and duties and for the administration of the Plan;

         (j)  To arrange for annual distribution to each Participant of a
    statement of benefits accrued under the Plan;

         (k)  To publish a claims and appeal procedure satisfying the minimum
    standards of section 503 of ERISA pursuant to which individuals or estates
    may claim Plan benefits and appeal denials of such claims;

         (l)  To delegate to any one or more of its members or to any other
    person, severally or jointly, the authority to perform for and on behalf of
    the Committee one or more of the functions of the Committee under the Plan;
    and

         (m)  to decide all issues and questions regarding Account balances,
    and the time, form, manner and amount of distributions to Participants.

     7.5  DECISIONS OF COMMITTEE.  All actions, interpretations, and 
decisions of the Committee shall be conclusive and binding on all persons, 
and shall be given the maximum possible deference allowed by law.

     7.6  ADMINISTRATIVE EXPENSES.  All expenses incurred in the 
administration of the Plan by the Committee, or otherwise, including legal 
fees and expenses, shall be paid and borne by the Employers.


                                      16

<PAGE>

     7.7  ELIGIBILITY TO PARTICIPATE.  No member of the Committee who is also 
an employee of an Employer shall be excluded from participating in the Plan 
if otherwise eligible, but he or she shall not be entitled, as a member of 
the Committee, to act or pass upon any matters pertaining specifically to his 
or her own Account under the Plan.

     7.8  INDEMNIFICATION.  Each of the Employers shall, and hereby does, 
indemnify and hold harmless the members of the Committee, from and against 
any and all losses, claims, damages or liabilities (including attorneys' fees 
and amounts paid, with the approval of the Board of Directors, in settlement 
of any claim) arising out of or resulting from the implementation of a duty, 
act or decision with respect to the Plan, so long as such duty, act or 
decision does not involve gross negligence or willful misconduct on the part 
of any such individual.

                                   SECTION 8         
                                       
                                   FUNDING

     8.1  UNFUNDED PLAN.  All amounts credited to a Participant's Account 
under the Plan shall continue for all purposes to be a part of the general 
assets of the Employer.  The interest of the Participant in his or her 
Account, including his or her right to distribution thereof, shall be an 
unsecured claim against the general assets of the Employer.  Nothing 
contained in the Plan shall give any Participant or beneficiary any interest 
in or claim against any specific assets of the Employer.

                                   SECTION 9         
                                       
                      MODIFICATION OR TERMINATION OF PLAN

     9.1  EMPLOYERS' OBLIGATIONS LIMITED.  The Employers intend to continue 
the Plan indefinitely, and to maintain each Participant's Account until it is 
scheduled to be paid to him or 

                                      17

<PAGE>

her in accordance with the provisions of the Plan.  However, the Plan is 
voluntary on the part of the Employers, and the Employers do not guarantee to 
continue the Plan.  The Company at any time may, by amendment of the Plan, 
suspend Compensation Deferrals or may discontinue Compensation Deferrals, 
with or without cause.  Complete discontinuance of all Compensation Deferrals 
shall be deemed a termination of the Plan.

     9.2  RIGHT TO AMEND OR TERMINATE.  The Board of Directors reserves the 
right to alter, amend or terminate the Plan, or any part thereof, in such 
manner as it may determine, at any time and for any reason.  

     9.3  DISPOSITION OF AFFILIATES.  Notwithstanding any contrary provision 
of the Plan, in the event that one or more Participants transfer employment 
to a non-Affiliate pursuant to an agreement regarding the sale of the stock 
or assets of an Affiliate, or a spin-off, split-up or other change in the 
capital structure of an Affiliate (each, an "affected Participant"), the 
Board of Directors, in its sole discretion, may determine that (a) the 
liability for amounts credited to an affected Participant's Account shall be 
assigned or transferred to such non-Affiliate (or an affiliate thereof), and 
upon acceptance by the non-Affiliate (or affiliate thereof) of such 
liability, no Employer shall have any liability under the Plan to such 
affected Participant, or (b) the amounts credited to an affected 
Participant's Account shall be distributed to him or her (in a single lump 
sum) no later than January 15 of the Plan Year following the affected 
Participant's termination of employment with all Employers and Affiliates.

     9.4  EFFECT OF TERMINATION.  If the Plan is terminated pursuant to this 
Section 9, the balances credited to the Accounts of the affected Participants 
shall be distributed to them at the 


                                      18

<PAGE>

time and in the manner set forth in Section 5; provided, however, that the 
Committee, in its sole discretion, may authorize accelerated distribution of 
Participants' Accounts as of any earlier date.  

                                   SECTION 10        
                                       
                               GENERAL PROVISIONS

     10.1 PARTICIPATION BY AFFILIATES.  One or more Affiliates of the Company 
may become participating Employers by adopting the Plan and obtaining 
approval for such adoption from the Board of Directors.  By adopting the 
Plan, an Affiliate shall be deemed to agree to all of its terms, including 
(but not limited to) the provisions granting exclusive authority (a) to the 
Board of Directors to amend the Plan, and (b) to the Committee to administer 
and interpret the Plan.  Any Affiliate may terminate its participation in the 
Plan at any time.  The liabilities incurred under the Plan to the 
Participants employed by each Employer shall be solely the liabilities of 
that Employer, and no other Employer shall be liable for benefits accrued by 
a Participant during any period when he or she was not employed by such 
Employer.  A list of participating Employers, and the effective dates of 
their participation, is attached hereto as AppendixA.

     10.2 INALIENABILITY.  In no event may either a Participant, a former 
Participant or his or her Beneficiary, spouse or estate sell, transfer, 
anticipate, assign, hypothecate, or otherwise dispose of any right or 
interest under the Plan; and such rights and interests shall not at any time 
be subject to the claims of creditors nor be liable to attachment, execution 
or other legal process.  Accordingly, for example, a Participant's interest 
in the Plan is not transferable pursuant to a domestic relations order.


                                      19

<PAGE>

     10.3 RIGHTS AND DUTIES.  Neither the Employers nor the Committee shall 
be subject to any liability or duty under the Plan except as expressly 
provided in the Plan, or for any action taken, omitted or suffered in good 
faith.

     10.4 NO ENLARGEMENT OF EMPLOYMENT RIGHTS.  Neither the establishment or 
maintenance of the Plan, the making of any Compensation Deferrals nor any 
action of any Employer or the Committee, shall be held or construed to confer 
upon any individual any right to be continued as an employee of the Employer 
nor, upon dismissal, any right or interest in any specific assets of the 
Employers other than as provided in the Plan.  Each Employer expressly 
reserves the right to discharge any employee at any time.

     10.5 APPORTIONMENT OF COSTS AND DUTIES.  All acts required of the 
Employers under the Plan may be performed by the Company for itself and its 
Affiliates, and the costs of the Plan may be equitably apportioned by the 
Committee among the Company and the other Employers.  Whenever an Employer is 
permitted or required under the terms of the Plan to do or perform any act, 
matter or thing, it shall be done and performed by any officer or employee of 
the Employer who is thereunto duly authorized by the board of directors of 
the Employer.

     10.6 COMPENSATION DEFERRALS NOT COUNTED UNDER OTHER EMPLOYEE BENEFIT 
PLANS. Compensation Deferrals under the Plan will not be considered for 
purposes of contributions or benefits under any other employee benefit plan 
sponsored by the Employers.

     10.7 APPLICABLE LAW.  The provisions of the Plan shall be construed, 
administered and enforced in accordance with ERISA, and to the extent not 
preempted by ERISA, with the laws of the State of California.


                                      20

<PAGE>

     10.8 SEVERABILITY.  If any provision of the Plan is held invalid or 
unenforceable, its invalidity or unenforceability shall not affect any other 
provisions of the Plan, and in lieu of each provision which is held invalid 
or unenforceable, there shall be added as part of the Plan a provision that 
shall be as similar in terms to such invalid or unenforceable provision as 
may be possible and be valid, legal, and enforceable.

     10.9 CAPTIONS.  The captions contained in and the table of contents 
prefixed to the Plan are inserted only as a matter of convenience and for 
reference and in no way define, limit, enlarge or describe the scope or 
intent of the Plan nor in any way shall affect the construction of any 
provision of the Plan.


                                      21

<PAGE>

                                     EXECUTION
                                          
          IN WITNESS WHEREOF, USCS International, Inc. (formerly, U.S. 
Computer Services), by its duly authorized officer, has executed this Plan on 
the date indicated below.

                                       USCS INTERNATIONAL, INC.

Dated:  March 20, 1998                 By:   James C. Castle
      -------------------------           -----------------------------------
                                           Title:  Chairman and CEO


                                           /s/  James C. Castle
                                          -----------------------------------
                                           Signature


                                      22

<PAGE>

                                  APPENDIX A
                                       
                       List of Participating Employers
                                       
                                       

                   Employer                            Effective Date
                                                      of Participation
           -------------------------               -----------------------
      1.   USCS International, Inc.                   September 1, 1994
           (formerly, U.S. Computer
           Services)


                                      A-1