OUTSOURCING SOLUTIONS INC.
                           DEFERRED COMPENSATION PLAN



                                    ARTICLE 1

                               General Provisions

     Section 1.01 Establishment of the Plan.  Outsourcing  Solutions Inc. hereby
establishes  this plan as a deferred  compensation  plan of the  Employer  for a
select group of management and highly compensated employees of the Employer. The
name of this plan is the Outsourcing  Solutions Inc. Deferred  Compensation Plan
(the "Plan").  The effective date of the Plan is November 1, 2000.

     Section  1.02  Purpose.  The  purpose of this Plan is to  provide  deferred
compensation  benefits to a select group of  management  and highly  compensated
employees of the Employer.

                                    ARTICLE 2
                      Definitions and Rules of Construction

     Section 2.01  Definitions.  Whenever used herein,  the following  words and
phrases shall have the following meanings, unless a different meaning is plainly
required by the context in which the word or phrase is used:

          (a) "Administrator" shall mean the person or entity appointed pursuant
to Section 6.02 to administer the Plan.

          (b) "Beneficiary" shall mean the person or persons, including a trust,
designated  by a  Participant  on a salary  deferral  agreement  or  other  form
prescribed by the  Administrator  as the recipient of any benefits payable under
the Plan with respect to the  Participant  after his or her death.  If no person
has been  designated as the  Beneficiary  of a  Participant,  or if no person so
designated survives the Participant, then the Beneficiary shall be determined as
follows:

              (1) If the Participant  is survived by a spouse,  the spouse shall
be the Beneficiary of the Participant.

              (2) If  the  Participant   is  not  survived  by  a   spouse,  the
Beneficiary shall be the estate of the Participant;  provided,  however, that if
administration of the estate of the  Participant  is not otherwise  necessary or
legally  required, the Employer may, in its sole discretion,  determine that the
Beneficiary  shall be the  heirs at law of  the Participant  under the  laws  of
descent and distribution  then in effect in the  state or other jurisdiction  of
which the Participant died a domiciliary.

If any amount becomes  payable under this Plan to a Beneficiary who survives the
Participant  but dies before  receiving such amounts payable under the Plan, and
if the  Participant  has not named a contingent  Beneficiary  who survives  such
Beneficiary,  then  the  Employer  may,  in its sole  discretion,  make any such
payments to the person or persons who would be a Beneficiary under the foregoing
provisions,  as if the deceased  Beneficiary had been a deceased Participant who
had not designated a Beneficiary who survived him or her.

          (c) "Board" shall  mean the  Compensation  Committee or any  successor
thereto, or, if none, the Board of Directors, of Outsourcing Solutions Inc.

          (d) "Bonus" shall mean the monetary compensation paid or payable to an
Employee by the Employer for services  rendered,  other than Salary,  either (i)
pursuant to an employment,  bonus,  incentive compensation or other agreement or
arrangement  to which the  Employer and such  Employee  are parties,  or (ii) as
otherwise determined by the Board in its sole discretion.

          (e) "Compensation" shall  mean Salary and/or  Bonus paid or payable to
an Employee by the Employer during or in respect to any given Plan Year.

          (f) "Deferred  Compensation"  shall  mean,  in  the  case  of  a given
Participant, the aggregate amount of Employer contributions credited pursuant to
Section 4.02 hereof to the Participant Account established with  respect to such
Participant.

          (g) "Disability"  shall mean with respect to a Participant,  permanent
and  total disability,  as defined in the  Employer's long-term disability plan,
and eligibility for benefits under such plan.

          (h) "Eligible Employee" shall mean an Employee of the Employer  who is
designated by the Administrator as eligible to participate in the Plan.

          (i) "Employee" shall mean any person who is  classified as an employee
by the Employer.

          (j) "Employer" shall mean  Outsourcing   Solutions  Inc.,  a  Delaware
corporation, and any subsidiary, affiliate or successor that adopts this Plan.

          (k) "ERISA" shall mean the Employee Retirement Income  Security Act of
1974, as amended.

          (l) "In-Service Account" shall mean the subaccount established  by the
Employer  on its books and records  with  respect to a  Participant  pursuant to
Section 4.01(b).

          (m) "Participant"  shall mean an  Eligible Employee who has elected to
defer Compensation  pursuant to the Plan, provided  that a person shall cease to
be a Participant as soon as all benefits  payable under the Plan with respect to
such person have been distributed.

          (n) "Participant  Account"  shall  mean  a   Participant's  Retirement
Account and In-Service Account collectively.

          (o) "Plan"  shall   mean   the  Outsourcing  Solutions  Inc.  Deferred
Compensation Plan,  as stated  in  this instrument and  as amended from  time to
time.

          (p) "Plan Year" shall mean the  consecutive  twelve (12) month  period
commencing on each January 1 and ending on the following December 31, except for
the  initial  Plan Year,  which  shall  commence  on November 1, 2000 and end on
December 31, 2000.

          (q) "Retirement Account" shall mean the subaccount established  by the
Employer  on its books and records  with  respect to a  Participant  pursuant to
Section 4.01(a).

          (r) "Retirement  Age" shall  mean, for  purposes  of  the  Plan  only,
attainment of age fifty-five (55) and completion  of five (5) Years of  Service,
as defined in the Outsourcing Solutions Inc. Retirement Savings Plan.

          (s) "Salary" shall mean the monetary  compensation  paid or payable to
an Employee by the Employer for services rendered as base salary.

          (t) "Separation  from   Service"  shall   mean,  with   respect  to  a
Participant, the termination of the employment relationship between the Employer
and such Participant.

          (u) "Unforeseeable  Emergency" shall mean severe financial hardship to
the Participant  resulting from a sudden and  unexpected  illness or accident of
the Participant or a  dependent of the  Participant, loss of  the  Participant's
property  due to  casualty  or other  similar  extraordinary  and  unforeseeable
circumstance  arising  as a  result  of an  event  beyond  the  control  of  the
Participant.

          (v) "Valuation Funds" shall mean the investment options designated for
purposes of crediting  earnings or losses to  Participant  Accounts  pursuant to
Section 4.03.

     Section 2.02 Rules of  Construction.  The following  rules of  construction
shall govern the interpretation of the Plan:

          (a) Words  used in the  singular  shall be  construed  to include  the
plural, where appropriate, and vice versa.

          (b) The  headings  and  subheadings  in  the  Plan  are  inserted  for
convenience of  reference only and are not to be  considered in the construction
of any provision of the Plan.

          (c) The  provisions of the Plan shall be construed and governed by the
laws of the State of Missouri.


                                    ARTICLE 3
                       Participation and Election to Defer

     Section 3.01 Participation. An Eligible Employee shall become a Participant
when  any  amount  is  credited  by the  Employer  to such  Eligible  Employee's
Participant  Account  pursuant to Section 4.02. Upon becoming a Participant,  an
individual shall be bound by the provisions of the Plan, as amended from time to
time, and the rules established by the Board or the  Administrator  from time to
time with respect to the Plan.


                                    ARTICLE 4
                              Participant Accounts

     Section  4.01  Participant   Accounts.   The  Employer  shall  establish  a
Participant  Account with respect to each Participant  under the Plan consisting
of one or both of the following subaccounts:

          (a) a Retirement Account for payment or commencement of benefits after
the Participant's Separation from Service following attainment of Retirement Age
or on account of Disability; and

          (b) an In-Service Account for payment or commencement of benefits upon
a date (month and year) specified by the Participant. As of the last day of each
month,  the Employer  shall credit to the Retirement  Account and/or  In-Service
Account, as elected by the Participant,  all amounts of Compensation deferred in
such month by the Participant with respect to whom such Participant  Account was
established.  Amounts credited to a Participant's  Retirement Account may not be
transferred  to  his  or her  In-Service  Account,  and  amounts  credited  to a
Participant's In-Service Account may not be transferred to his or her Retirement
Account.   Title  to  and  beneficial  ownership  of  all  amounts  of  Deferred
Compensation  and all  investment  earnings  thereon  shall at all  times be and
remain in the Employer unless and until distributed in accordance with Article 5
hereof.

     Section 4.02 Employer Contributions. Each Eligible Employee, subject to the
Employer's  approval and the  conditions of this Section 4.02, may enter into an
agreement with the Employer,  on the form prescribed by the  Administrator,  for
the deferral of  Compensation.  The terms of any such salary deferral  agreement
shall provide that the Eligible  Employee agrees to accept a reduction in his or
her  Compensation  for services  rendered in the succeeding  Plan Year and shall
specify:

          (a)  the amount of such reduction, in  whole  percentages,  determined
separately for such Eligible  Employee's  Salary and Bonus;  provided,  however,
that such  reduction  for any Plan Year shall not be (i) less than two  thousand
dollars  ($2,000)  (for the Plan Year ending  December  31,  2000,  five hundred
dollars  ($500)),  or (ii) more  than the  lesser  of (A)  twenty-five  thousand
dollars ($25,000), and (B) twenty-five percent (25%) of such Eligible Employee's
Compensation  for the Plan Year (for the Plan Year  ending  December  31,  2000,
twenty-five percent (25%) of such Eligible Employee's  Compensation for calendar
year 2000);

          (b) the percentage of the amount specified under subsection  (a) to be
credited  to such  Eligible  Employee's  Retirement  Account  and/or  In-Service
Account;  provided,  however,  that for any Plan  Year in  which  such  Eligible
Employee  is  scheduled  to receive a  distribution  from his or her  In-Service
Account  pursuant to subsection  (c) and Section 5.02,  whether as a single lump
sum or an annual  installment,  100% of such amount  shall be credited to his or
her  Retirement  Account,  and such Eligible  Employee may not elect to have any
additional  amount credited to his or her In-Service  Account prior to the first
Plan Year beginning after full distribution therefrom under Section 5.02;

          (c) at such time, if any, that the Eligible  Employee  first elects to
have Deferred Compensation credited to his or her In-Service Account:

              (1) upon or after becoming a Participant; or

              (2) for any Plan  Year beginning after full  distribution from his
or her In-Service Account under Section 5.02;

the date (month and year) for payment or  commencement  of benefits  from his or
her  In-Service  Account  attributable  to all  Deferred  Compensation  credited
thereto prior to such date; provided,  however,  that such date must be at least
three (3) years after the date Deferred  Compensation  is first  credited to the
Eligible Employee's In-Service Account;

          (d) the  form of  benefit  payable  (i) under  Section  5.01  from the
Eligible Employee's Retirement Account,  if applicable, (ii) under 5.02 from his
or her In-Service  Account, if applicable,  and (iii) under  Section 5.04 in the
event of his or her death;  provided, however, that any form of benefit  elected
by  the Eligible  Employee  shall  remain in  effect unless  changed on a salary
deferral agreement or other form prescribed by the  Administrator  that is filed
with the Employer at least  twenty-four (24) months  prior to the date  benefits
become payable; and

          (e) the Valuation Funds to which  such Deferred  Compensation shall be
allocated, determined separately for amounts credited to the Eligible Employee's
Retirement Account and In-Service Account.

In  consideration  of the Eligible  Employee's  salary deferral  agreement,  the
Employer  shall credit on a monthly basis in  accordance  with Section 4.01 such
Eligible  Employee's  Participant Account in an amount equal to the total amount
by which the Participant's Compensation from the Employer was reduced during the
Plan Year pursuant to the salary deferral agreement.  Salary deferral agreements
must be filed with the  Employer  by the date  specified  by the  Administrator,
which  shall not be later than  November 30 prior to the Plan Year for which the
agreement is effective, and shall be irrevocable thereafter;  provided, however,
that:

          (f) for the Plan Year beginning  November 1, 2000, Eligible  Employees
may file a salary deferral agreement with the Employer on or before November 10,
2000, and the reduction in his or her Compensation  specified in such agreement,
determined  as a percentage  of Salary and/or Bonus paid or payable for calendar
year 2000, shall be applicable to Compensation  payable on or after November 25,
2000; and

          (g) an Employee who first becomes an Eligible  Employee  during a Plan
Year may file a salary  deferral  agreement with the Employee within thirty (30)
days thereafter, and the reduction in his or her Compensation specified  in such
agreement,  determined as a percentage of Salary and/or Bonus payable after such
agreement is filed, shall be applicable to such Compensation.

     Section  4.03  Valuation  Funds.  As of the  last day of each  month,  each
Participant's  Retirement  Account and/or In-Service  Account shall be credited,
prior to crediting Deferred  Compensation for such month thereto,  with earnings
or  losses  as if such  accounts  had  been  invested  in  accordance  with  the
Valuations Funds specified by the Participant.  The Employer shall designate the
Valuation Funds available to  Participants,  and may change such Valuation Funds
from time to time. As of the last day of any calendar  quarter,  the Participant
(or,  following the  Participant's  death,  his or her Beneficiary) may elect to
change the Valuation Funds, effective commencing with the next calendar quarter,
for either or both of:

          (a) Deferred  Compensation  credited to his or  her Retirement Account
and/or In-Service Account for the remainder of such Plan Year; or

          (b) amounts   credited  to  his  or  her   Retirement  Account  and/or
In-Service  Account as of such date.  Any such  election must be  filed with the
Employer  on  a  salary  deferral agreement  or  other  form  prescribed  by the
Administrator  prior  to  the  last  day of the calendar  quarter  preceding the
calendar  quarter  in  which  the election  becomes  effective.  Notwithstanding
anything  herein  to  the contrary,  Valuation  Funds are  designated  solely as
measures for  crediting  earnings  or losses to  Participant  Accounts,  and the
Employer  shall not be  required  to actually invest Participant Accounts in the
Valuation Funds.

     Section 4.04 Forms.  Salary deferral  agreements and other forms under this
Plan may be filed in any medium  designated by the  Administrator  in accordance
with applicable law.


                                    ARTICLE 5
                                    Benefits

     Section 5.01  Retirement  Account.  After a  Participant's  Separation from
Service following attainment of Retirement Age or on account of Disability,  the
Employer  shall  distribute  to such  Participant  a benefit equal to the entire
amount  of his or her  Retirement  Account  in one of the  following  forms,  as
elected by the Participant pursuant to Section 4.02(d):

          (a) a single lump sum; or

          (b) five  (5) substantially  equal annual installments, determined  by
dividing  the  Participant's  Retirement  Account  as of the  date  of any  such
installment by the number of  installments  remaining to be paid (including such
installment).

Such  distribution  shall  be paid or  commence  in  January  of the  Plan  Year
following the Participant's Separation from Service. The balance of a Retirement
Account  which is  distributable  under  subsection  (b)  shall  continue  to be
credited  with  earnings  or  losses  in  accordance  with the  Valuation  Funds
specified by the Participant  pursuant to Sections 4.02(e) and/or 4.03 until the
Retirement Account has been fully distributed.

     Section 5.02 In-Service  Account.  Except as otherwise  provided in Section
5.03,  the Employer  shall  distribute  to a  Participant a benefit equal to the
amount  of his or her  In-Service  Account  payable  at any  time  in one of the
following forms, as elected by the Participant pursuant to Section 4.02(d):

          (a) a single lump sum; or

          (b) five  (5) substantially  equal annual  installments, determined by
dividing  the  Participant's  In-Service  Account  as of the  date  of any  such
installment by the number of  installments  remaining to be paid (including such
installment).

Such  distribution  shall  be paid or  commence  on the  date  specified  by the
Participant  pursuant  to  Section  4.02(c).  The  balance  of any  amount of an
In-Service Account which is distributable under subsection (b) shall continue to
be credited  with  earnings or losses in  accordance  with the  Valuation  Funds
specified by the Participant pursuant to Sections 4.02(e) and/or 4.03 until such
amount has been fully distributed.

     Section 5.03  Separation from Service Prior to Attainment of Retirement Age
or Disability.  In the event of a Participant's Separation from Service prior to
attainment of Retirement  Age or Disability,  the Employer  shall  distribute to
such  Participant  (or,  in the event of the  Participant's  death prior to such
distribution,  his or her  Beneficiary)  a benefit equal to the entire amount of
his or her  Participant  Account,  including  the  balance of the  Participant's
In-Service  Account  regardless  of whether  distribution  has  commenced  under
Section 5.02(b), in a single lump sum as soon as administratively feasible after
such Separation from Service.

     Section 5.04 Death Benefit.

          (a) Except as  otherwise provided in  subsection (b), in the  event of
the death of a Participant prior to Separation  from Service (or, in the case of
a Participant  who has attained  Retirement Age  or incurred  a Disability,  the
death of such Participant after Separation from Service but prior to the payment
or commencement of benefits under Section 5.01),  the Employer shall  distribute
to such Participant's  Beneficiary a benefit  equal to the entire  amount of the
Participant's  Participant  Account in one of the following forms, as elected by
the Participant pursuant to Section 4.02(d):

              (1) a single lump sum; or

              (2) five (5) substantially equal annual  installments,  determined
by dividing  the  Participant's Participant Account  as of the date of any  such
installment by the number of  installments  remaining to be paid (including such
installment).

Such  distribution  shall  be paid or  commence  in  January  of the  Plan  Year
following the Participant's death. The balance of a Participant Account which is
distributable  under  subsection  (a)(2)  shall  continue  to be  credited  with
earnings or losses in  accordance  with the  Valuation  Funds  specified  by the
Participant  or Beneficiary  pursuant to Sections  4.02(e) and/or 4.03 until the
Participant Account has been fully distributed.

          (b) In the  event of the death of a Participant after  commencement of
benefits under Section  5.01(b)  and/or  5.02(b),  the balance  remaining in the
Participant's  Retirement Account and/or In-Service Account shall be paid in one
of the  following  forms,  as elected  by the  Participant  pursuant  to Section
4.02(d):

              (1) a single  lump sum as soon as administratively  feasible after
such Participant's death; or

              (2) the  number   of  substantially   equal  annual   installments
remaining to be paid as of the  Participant's  death in accordance  with Section
5.01(b) and/or 5.02(b).

     Section 5.05 Pre-Retirement  Survivor Benefit. If the conditions  described
below for payment of the  pre-retirement  survivor  benefit are  satisfied,  the
Employer shall continue such Participant's Salary after his or her death at such
Participant's  regular  rate for a period of  twenty-four  (24)  months,  not to
exceed two hundred  thousand dollars  ($200,000),  which shall be payable to the
Beneficiary  of such  Participant in addition to the death benefit under Section
5.04. The conditions for payment of such  pre-retirement  survivor benefit shall
be satisfied if:

          (a) at the time the Participant enters into  his or her initial salary
deferral  agreement  under Section 4.02,  the  Participant  consents on the form
prescribed   by  the   Administrator   to  the  purchase  of  insurance  on  the
Participant's life by the Employer or a trust established in connection with the
Plan;  provided,  however,  that payment of the pre-retirement  survivor benefit
shall not be contingent upon the Participant's insurability; and

          (b) the  Participant's death  occurs prior to  Separation from Service
and during a Plan  Year for which  a salary  deferral  agreement  is in  effect.
Notwithstanding  anything herein to the contrary,  the  pre-retirement  survivor
benefit under this Section 5.05 shall not be payable with respect to an Eligible
Employee who does not become a  Participant  and meet the  conditions  described
above.

     Section  5.06  Benefits  for  Unforeseeable  Emergency.  If  a  Participant
experiences unforeseen, adverse circumstances which the Administrator determines
constitute  an  Unforeseeable  Emergency,   such  Participant  may  request  the
Administrator to:

          (a) decrease   or   terminate  the  reduction  of  such  Participant's
Compensation for the Plan Year under Section 4.02(a); or

          (b) distribute to the Participant from his or her Participant  Account
a lump sum emergency benefit not  in excess of the  amount necessary to  satisfy
the Unforeseeable Emergency.  The  Administrator shall  have  sole and  absolute
discretion  with  respect to the  determination  as to (i) what  constitutes  an
Unforeseeable Emergency,  (ii) whether to decrease or terminate the reduction of
a Participant's  Compensation  under subsection (a), and (iii) the amount of any
lump  sum  emergency  benefit  to be  distributed  under  subsection  (b).  If a
Participant  receives a lump sum emergency benefit,  such  Participant's  salary
deferral  agreement  then in effect,  if any,  shall be  terminated,  and no new
salary deferral  agreement  shall be effective with respect to such  Participant
for at least twelve (12) months  following the date of distribution of such lump
sum emergency benefit.

                                    ARTICLE 6
                                 Administration

     Section  6.01  General.   The  Administrator  and  the  Employer  shall  be
responsible  for  discharging  only the duties (if any) assigned to it under the
Plan and shall not be  responsible  for any act or  failure  to act of any other
individual or entity.

     Section 6.02 Administrator.

          (a) The Board shall appoint, or authorize  an officer of the  Employer
to appoint, a person or entity  (which may include a committee consisting  of at
least three individuals) to administer the Plan. The person or entity (including
each member of a committee)  appointed  under this  Section  shall be the "named
fiduciary"  within the meaning of Section  402(a)(2) of ERISA. The Administrator
shall  serve at the  pleasure of the Board.  The  Administrator  (including  any
member of a  committee)  may  resign by  submitting  his or her  resignation  in
writing to the Board. The Administrator shall serve without compensation, unless
otherwise determined by the Employer.

          (b) If  a  committee is  appointed  to  serve  as  Administrator,  the
committee  shall hold  meetings upon  such notice,  at such  place  and  at such
intervals  as  it  considers  appropriate.  A  majority  of the  members of  the
committee at any time in office shall constitute a quorum for the transaction of
business.  All resolutions or other actions taken by the committee shall be by a
majority of those  present at a  meeting of the  committee,  or if no meeting is
held, by an instrument in writing signed by all of the  members of the committee
then in office.   No member  of the committee  shall have the  right to vote  to
decide upon  any matters relating solely to himself or  herself or solely to his
or her rights or benefits under the Plan.

     Section 6.03  Responsibilities  of Administrator.  The Administrator  shall
have  such  power  as  may be  necessary  to  discharge  its  duties  hereunder,
including, but not by way of limitation, the following; and all decisions of the
Administrator shall be final:

          (a) to make and enforce such rules  and regulations  as it shall  deem
necessary or appropriate for the administration of the Plan;

          (b) to interpret the Plan and decide all matters arising under it;

          (c) to  resolve   questions  relating  to  all  aspects of a  person's
participation  in the Plan,  including the amount and manner of  distribution of
benefits, and the status of persons as Beneficiaries;

          (d) to authorize the payment of benefits;

          (e) to  keep  such  records  and   submit  such   filings,  elections,
applications,  returns or  other  documents  or forms as  may be required  under
federal, state or local law and regulations;

          (f) to   engage  such   accountants,  attorneys,   agents,  and  other
consultants as  may be necessary or advisable  for the proper  administration of
the Plan;

          (g) by  written instrument,  to allocate  and  delegate its  fiduciary
responsibilities to another person or entity; and

          (h) notwithstanding  any provision of  this  Plan to the contrary, the
Administrator  shall have sole and full  discretionary  authority  to  determine
eligibility to receive benefits and to construe and determine the meaning of all
terms  of the  Plan,  including  without  limitation  questions  arising  in the
administration, interpretation and application of the Plan.

     Section 6.04 Tax Withholding.  The  Administrator  shall have the right, to
the extent  permitted by law, to authorize or arrange for the deduction from any
distribution  or payment  otherwise due under the Plan to a person or entity for
any  federal,  state or local  taxes of any kind  required by law to be withheld
with respect to such distribution or payment.

     Section  6.05  Inability  to Locate  Distributee.  Each person  entitled to
receive a benefit under the Plan shall keep the Administrator  advised of his or
her current address. If the Administrator is unable to locate a person to whom a
benefit  is  payable  under the Plan for a period  of  thirty-six  (36)  months,
commencing  with the date the benefit  first becomes  payable,  the total amount
payable to the person shall be forfeited;  provided, however, that if the person
to whom a benefit is payable makes a claim in writing for such benefit after the
expiration  of  such  thirty-six  (36)  month  period,   the  benefit  shall  be
reinstated.  In the event of such  reinstatement,  payment  shall be made in the
same  form  and  amount  as  initially  applicable  as soon as  administratively
feasible  after the date on which the  Administrator  receives the written claim
for the benefit.

     Section 6.06 Expenses of Plan and Trust. In the event that the Employer, in
its sole discretion, establishes a trust in connection with the Plan, all of the
expenses,  taxes and charges,  including  without  limitation,  any trustee's or
custodian's  charges and fees for  accountants,  attorneys,  agents,  investment
advisors and other  consultants,  incurred in connection with the administration
or  operation  of the Plan and such trust  shall be paid out of the trust  fund,
unless the Board, in its sole discretion, determines that such expenses shall be
paid by the Employer.

     Section 6.07 Indemnification of Administrator. The Employer shall indemnify
the  Administrator  against  and with  respect  to any and all  damages,  taxes,
losses,  liabilities  and expenses  (including,  but not limited to,  attorneys'
fees) resulting from any claim, proceeding,  action, or other charge against it,
directly or indirectly  resulting from any act, or omission or failure to act in
connection with the Plan and any related trust,  provided that as to such matter
the Administrator has not breached its fiduciary duties under ERISA.

                                    ARTICLE 7
                                  Miscellaneous

     Section  7.01   Amendment,   Modification,   Suspension  and   Termination.
Outsourcing  Solutions  Inc.  reserves  the right to amend,  modify,  suspend or
terminate the Plan at any time by action of the Board;  provided,  however, that
no amendment, modification, suspension or termination of the Plan shall diminish
or impair the rights of a  Participant  or  Beneficiary  with respect to amounts
deferred prior to such amendment or termination.

     Section  7.02  Assignment  of  Benefits   Prohibited.   No  Participant  or
Beneficiary shall have any right to sell, assign, transfer, pledge, or otherwise
convey the right to receive any payment  hereunder;  nor shall any such right or
payment be subject to attachment,  garnishment, levy, pledge, bankruptcy, or any
other  manner  or kind of  execution  in  connection  with any  claim  against a
Participant or a Beneficiary. Any attempt to assign, alienate, transfer, attach,
garnish or encumber any benefit hereunder shall be null and void.

     Section 7.03  Incapacity.  In the event that the  Administrator  determines
that any person entitled to benefits  hereunder is unable to care for his or her
affairs because of illness or accident, any payment due (unless a duly qualified
guardian or other legal  representative  has been appointed) may be paid for the
benefit of such person to his or her spouse,  parent,  brother,  sister or other
party deemed by the Administrator to have incurred expenses for such person.

     Section 7.04 Required Information.  Any person eligible to receive benefits
hereunder shall furnish to the  Administrator any information or proof requested
by the  Administrator and reasonably  required for the proper  administration of
the Plan.  Failure  on the part of any  person to comply  with any such  request
within a reasonable period of time shall be sufficient  grounds for delay in the
payment of any benefits that may be due under the Plan until such information or
proof is received by the Administrator.

     Section 7.05  Employer  Obligations  Unfunded.  It is the  intention of the
Employer that the arrangements pursuant to the Plan be unfunded for tax purposes
and  for  the  purposes  of  Title  I of  ERISA.  All  amounts  credited  to any
Participant  Account established by the Employer shall at all times prior to the
distribution  thereof  in  accordance  with the Plan be and  remain the sole and
exclusive  property of the  Employer  and as such shall  constitute  part of the
general  assets of the Employer  that are subject to the claims of the creditors
of the  Employer.  The right of a  Participant  or  Beneficiary  to receive  any
distribution  under the Plan is merely a contractual  right to payment,  and the
Plan does not grant to any  Participants  or  Beneficiaries  any  interest in or
right to any of the funds,  property,  or assets of the Employer other than as a
general  unsecured  creditor  of  the  Employer.  In  the  event  that,  in  its
discretion,  the Employer purchases an insurance policy or policies insuring the
life of the Participant (or any other property) to allow the Employer to recover
the cost of providing benefits under this Plan, in whole or in part, neither the
Participant nor his or her Beneficiary shall have any rights whatsoever  therein
or in the  proceeds  therefrom.  The  Employer  shall  be  the  sole  owner  and
beneficiary of any such insurance policy or other property and shall possess and
may exercise all incidents of ownership  therein.  Nothing  contained  herein or
otherwise  shall be deemed  to create a trust of any kind or create a  fiduciary
relationship between a Participant,  on the one hand and the Employer, the Board
or  individual  members  of the  Board,  on the  other  hand.  The Board and the
individual  members  of the Board  shall  have no  liability  of any nature to a
Participant hereunder with respect to or arising from the Plan.

     Section  7.06 No  Contract of  Employment.  The Plan shall not be deemed to
constitute a contract between the Employer and any Employee.  Nothing  contained
in the Plan shall be deemed to give any Employee the right to be retained in the
service  of the  Employer  or to  interfere  with the right of the  Employer  to
discharge  any  Employee  at any time  without  regard to the  effect  that such
discharge  may have upon him or her  under  the Plan,  nor shall it be deemed to
give the Employer the right to require any Employee to remain in its employ, nor
shall it interfere  with an Employee's  right to terminate his or her employment
at any  time.  Nothing  contained  in the Plan  shall be  construed  to give any
Employee,  Participant,  or  Beneficiary  or their spouse any legal or equitable
rights  against  the  Employer,   the  Board,  any  member  of  the  Board,  the
Administrator or any trustee,  or their agents or employees,  except as provided
in the Plan.

     Section 7.07  Authority  of Officers of Employer.  Whenever the Employer is
permitted  or  required  under the terms of the Plan to do or perform any act or
matter or thing,  it shall be done and  performed  by any officer  thereof  duly
authorized by the Board.

     IN WITNESS WHEREOF,  Outsourcing  Solutions Inc. has caused this Plan to be
executed as of the 1st day of October, 2000.

                              OUTSOURCING SOLUTIONS INC.



                              By: /s/ Garl L. Weller
                                 ----------------------------------------------
                                 Gary L. Weller
                                 Its:  Executive Vice President and
                                       Chief Financial Officer