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                                                                    EXHIBIT 10.4







                           INFORMATION RESOURCES, INC.

                      DIRECTORS DEFERRED COMPENSATION PLAN











                             EFFECTIVE: MAY 1, 2000



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         INFORMATION RESOURCES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN


I.       PURPOSE

         The purpose of the Information Resources, Inc. Directors Deferred
         Compensation Plan is to provide a means whereby the Company may afford
         certain members of the Board of Directors an opportunity to defer
         Director Fees otherwise payable in cash or stock. By providing a means
         whereby Director Fees may be deferred into the future, the Plan will
         further the growth and development of the Company and aid in attracting
         and retaining directors of exceptional ability.

II.      DEFINITIONS

2.01     "Administrative Committee" and "Committee" means the Plan Committee
         appointed pursuant to Article VI to manage and administer the Plan.

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

2.03     "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.

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

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

2.06     "Deferred Compensation Account" means the book entry 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. For purposes of this
         Plan, a book entry account shall mean a phantom account in which a
         Participant's deferrals and investments earnings and gains and/or
         losses and expenses are credited. No shares of Common Stock will
         actually be held (either by issuance or purchase) with respect to any
         investment in the Company stock-based deferral option.

2.07     "Deferred Compensation Plan Trust" and "Trust" mean the Information
         Resources, Inc. 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.


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2.08     "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.

2.09     "Director Fees" for purposes of this Plan shall be the total of the
         director fees, including both cash and stock payments, and other
         remuneration for services rendered as a member of the Board of
         Directors during a Plan Year, including Retainer Fees and Meeting Fees.
         Director Fees shall not include any amounts paid that are not strictly
         for personal services, such as expense reimbursements. In addition, for
         purposes of this Plan, Director Fees shall not include any stock
         options received by a director.

2.10     "Fair Market Value" means either (a) the closing price of a share of
         the Company's Common Stock as reported on the NASDAQ Exchange (the
         "NASDAQ") on the date as of which such value is being determined, or,
         if there are no reported transactions for such date, on the next
         preceding date for which transactions were reported, as published in
         the Midwest Edition of The Wall Street Journal, or (b) if there is no
         reporting of transactions on the NASDAQ, the fair market value of a
         share of the Company's Common Stock as determined by the Board of
         Directors from time to time.

2.11     "Meeting Fees" means the compensation payable to a director with regard
         to the number of Board or committee meetings attended, or committee
         positions held, as determined by the Board from time to time.

2.12     "Participant" means a member of the Board of Directors of the Company
         who is not an employee, who is eligible to participate in the Plan
         pursuant to Section 3.01, and who enters into an Agreement.

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

2.14     "Plan Effective Date" means May 1, 2000.

2.15     "Plan Year" means a twelve (12) month period beginning on May 1 and
         ending on April 30.

2.16     "Retainer Fees" means the portion of a director's annual compensation
         that is payable without regard to the number of Board or committee
         meetings attended or committee positions, as determined by the Board
         from time to time.

2.17     "Retirement" means the date of a Termination of Service of a
         Participant for reasons other than death after he or she has completed
         at least one full term of three (3) years serving on the Board of
         Directors of the Company.

2.18     "Termination of Service" means the Participant's ceasing his or her
         service with the Company for any reason whatsoever, whether voluntarily
         or involuntarily, including by reason of Retirement or death.

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III.     ELIGIBILITY; PARTICIPATION LIMITS

3.01     a)   Eligibility to Participate. Participation in the Plan shall be
              limited to non-employee directors of the Company approved to
              participate by the Committee.

         b)   Election to Participate. An eligible director may elect to become
              a Participant by filing a properly completed Agreement with the
              Committee by such time and in such form as the Committee may
              require or permit. A Participant's election to defer pursuant to
              Section 3.02, shall remain in full force and effect for all
              subsequent Plan Years until such time as the Participant files a
              new Agreement with the Committee indicating a change in his prior
              Agreement. In order to be effective for the next calendar year, a
              Participant's Agreement must be received by December 1st of the
              preceding year.

         c)   New Participants. A Participant who first attains such status
              subsequent to May 1, 2000 shall be eligible to participate in the
              Plan after satisfying the requirements of Section 3.01(a) and (b),
              as applicable, and shall be bound by all 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
              Committee of his or her eligibility to participate in the Plan.

3.02     Deferral of Director Fees. A Participant may, in his or her Agreement
         filed with the Committee, elect to defer up to one hundred percent
         (100%) of his or her cash-based Director Fees in twenty-five (25%)
         increments during a Plan Year. In addition, a Participant may elect to
         defer up to one hundred percent (100%) of his or her stock-based
         compensation payable during a Plan Year, in twenty-five percent (25%)
         increments. At the time of election, a Participant may elect to defer a
         different percentage of his or her cash-based Director Fees and/or
         stock-based Director Fees for each Plan Year and may also elect not to
         defer any portion of his or her cash-based and/or stock-based Director
         Fees in a Plan Year.

         Except as provided in Section 4.05, "Hardship Distributions; Waiver of
         Deferrals," any election so made shall be irrevocable with respect to
         Director Fees 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 for which he or she is eligible to participate in
         the Plan.

3.03     Timing of Deferral Credits. The amount of Director Fees that a
         Participant elects to defer in his or her Agreement shall cause an
         equivalent reduction in the Participant's Director Fees, 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 Director Fees.

3.04     Vesting. A Participant shall be one hundred percent (100%) vested in
         his or her Deferred Compensation Account equal to the amount of
         Director Fees the Participant deferred into his or her Deferred
         Compensation Account and the investment gains or losses credited
         thereon.

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3.05     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,

              -     distributions (if any); and

              -     the appropriate investment earnings and gains and/or losses
                    and expenses pursuant to Section 3.06 and 3.07.

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

         The stock-based deferrals of a Participant's Deferred Compensation
         Account will be determined based on the performance of the Company's
         Common Stock. A Participant's deferral of stock-based Director Fees and
         related investment earnings must remain allocated to the phantom stock
         account.

3.06     Deferred Compensation Account Cash-Based Deferral Investment Options.
         The Committee shall designate from time to time one or more investment
         options in which the cash-based deferrals of a Participant's 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 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 May 1, 2000, and until changed
         by the Committee, the Committee has designated the following phantom
         investment options:

         a)   Short-Term Bond Fund
         b)   Equity Index Fund
         c)   Large Cap Growth Fund
         d)   Enhanced U.S. Equity Fund
         e)   Mid-Cap Value Fund

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

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         The Committee shall have the sole discretion to determine the number of
         investment options to be designated hereunder and the nature of the
         investment options and may change or eliminate the investment options
         provided hereunder from time to time. For each investment option the
         Committee shall, in its sole discretion, select a mutual fund(s), 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 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 any
         deemed expenses which would be incurred if actual investments were
         made.

3.07     Deferred Compensation Account Stock-Based Deferral Option. Amounts
         deemed invested in the Company stock-based deferral option shall
         initially be deemed invested in a number of phantom shares of Common
         Stock of the Company equal to the number of shares which would have
         otherwise been actually distributed to the Participant, on the date the
         amount is deemed so invested. When a dividend (other than a dividend
         payable in the form of shares) is declared with respect to the
         outstanding shares, the number of stock units credited to the
         Participant shall be increased by the number of stock units, determined
         by dividing (I) the product of (A) the number of stock units credited
         to the Participant's account under the Plan on the related dividend
         record date and (B) the amount of any cash dividend declared by the
         Company on a share (or, in the case of any dividend distributable in
         property other than shares, the per share value of such dividend, as
         determined by the Company for purposes of income tax reporting) by (ii)
         the Fair Market Value on the related dividend payment date. In the case
         of any dividend declared on shares which is payable in shares, the
         amount credited to a Participant's deemed investment in the Company
         stock-based deferral option shall be increased by the number of stock
         units equal to the product of (I) the number of Common Stock units
         credited to the Participant under the Plan on the related dividend
         record date and (ii) the number of shares distributable as a dividend
         on a share. In the event of any change in the number or kind of
         outstanding shares by reason of any recapitalization, reorganization,
         merger, consolidation, stock split or any similar change affecting the
         shares, other than a stock dividend as provided above, the Committee
         shall make an appropriate adjustment in the number of Common Stock
         units credited to the Participant. No shares of Common Stock will
         actually be held (either by issuance or purchase) with respect to any
         investment in the Company stock-based deferral option.

3.08     Change of Investment Election. A Participant may by a written notice
         delivered to the Committee no later than twenty (20) days before the
         first day of the next quarter, elect to change the manner in which his
         or her current cash-based Deferred Compensation Account and his or her
         future cash-based deferrals are deemed invested among the
         then-available investment options. Any change of investment allocations
         shall be effective on the first day of the quarter following the timely
         receipt of such notice.

         Once deferrals are made or investment earnings are credited into the
         Company stock-based deferral option, such deferrals may not be
         transferred out of this investment option.

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IV.      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 3.05, as of the
         Determination Date coincident with or next following such Retirement
         Date, shall be made or commence as soon as practicable but in any event
         within ninety (90) days following the Participant's Termination of
         Service on or after his or her Retirement Date. The distribution shall
         be made as designated by the Participant in his or her Retirement
         Payout Election Form, subject to Section 4.04. In the event a lump-sum
         payment is elected, no investment earnings or losses shall be credited
         to a Participant's Deferred Compensation Account from the date of
         Termination of Service to the date of distribution. 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 Participant's Deferred Compensation Account, as of
         the Determination Date coincident with or next following the date of
         death, 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 4.04. In the event a lump-sum payment is elected, no
         investment earnings or losses shall be credited to a Participant's
         Deferred Compensation Account from the date of Termination of Service
         to the date of distribution.

4.03     Distribution on Termination of Service. Unless otherwise directed by
         the Committee, upon the Termination of Service of a Participant prior
         to his or her Retirement Date for reasons other than death,
         distribution of the Participant's Deferred Compensation Account shall
         be made as soon as practicable and in any event within ninety (90) days
         following such Termination of Service, in a single lump-sum,
         notwithstanding the provisions of Section 4.04. No investment earnings
         or losses shall be credited to a Participant's Deferred Compensation
         Account from the date of Termination of Service to the date of
         distribution.

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4.04     Method of Timing of Distribution.

         a)   Election in Agreement. Except in the case of a Termination of
              Service prior to the Participant's Retirement Date for reasons
              other than death, distribution of a Participant's cash-based
              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. Installment payments shall be
              made quarterly over a period of up to twenty (20) years as elected
              by the Participant. The amount of each quarterly installment shall
              be determined annually and shall be equal to the quotient obtained
              by dividing the balance of the Participant's cash-based Deferred
              Compensation Account being distributed in installments by the
              number of installments remaining to be paid, including the current
              installment.

              Distribution of a Participant's stock-based Deferred Compensation
              Account shall be made in a lump-sum of shares of the Company's
              Common Stock or installments as elected by the Participant in his
              or her Retirement Payout Election form. Lump-sum distributions of
              the Company's Common Stock shall be equal to the value of a
              Participant's stock-based Deferred Compensation Account as of the
              applicable Determination Date. Installment payments of a
              Participant's stock-based Deferred Compensation Account will be
              paid to a Participant in an approximate equal number of shares
              over each quarter.

         b)   Election to Change Method of Distribution. A Participant may, by
              written request filed with the 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 4.04(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, prior to the distribution or
              commencement of distribution of the Participant's Deferred
              Compensation Account, petition the Committee requesting an
              acceleration of benefit payments otherwise due to be paid to the
              Beneficiary. The Committee may, but is not required, to grant such
              request.

         c)   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.

4.05     Hardship Distributions; Waiver of Deferrals. In the event that the
         Committee, upon written petition of the Participant or Beneficiary,
         determines in its sole discretion that the Participant or Beneficiary
         has suffered an unforeseeable financial emergency, the Company if so
         directed by the Committee, shall distribute to the Participant or
         Beneficiary as soon as reasonably practicable following such
         determination, an amount, not in excess of the value 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 reasonable control of

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         the Participant or Beneficiary, such as the financial hardship which
         may result from accident, sudden illness or death of an immediate
         family member, or casualty loss. Financial need arising from
         foreseeable events, such as the purchase of a residence or educational
         expenses, shall not be considered an emergency. The Committee shall
         also grant a waiver of the Participant's Agreement to defer Director
         Fees 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. A Participant who is
         required to cease making deferrals due to the receipt of a hardship
         distribution, shall be permitted to begin making deferrals into this
         Plan by filing a new Agreement with the Company which such new
         Agreement shall become effective with respect to the designated Plan
         Year upon acceptance of the new Agreement by the Company. The new
         Agreement must be filed with the Company at least thirty (30) days
         prior to the calendar quarter in which deferrals are to commence. In
         the event the Committee determines a hardship distribution is
         appropriate, no investment earnings or losses will be credited to the
         Participant's Deferred Compensation Account with regards to the amount
         of the hardship distribution from the date the Committee approves the
         hardship distribution to the actual distribution date.

4.06     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.

4.07     Commencement of Payments. Unless otherwise provided in this Plan,
         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
         Committee of an event which entitles a Participant or Beneficiary to
         payments under this Plan, or at such other reasonably subsequent date
         as may be determined by the Committee.

4.08     Lump-sum Settlement/Call Right 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 eight
         percent (8%) of the value of the Participant's remaining Deferred
         Compensation Account. The eight percent (8%) 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-sum payment pursuant to this Section 4.08, 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. In
         the event a lump-sum payment is elected pursuant to this Section 4.08,
         no investment earnings or losses shall be credited to the Participant's
         Deferred Compensation Account from the date the Participant elects to
         receive the lump-sum payment until the actual distribution date.


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4.09     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 4.09. 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 spouse of the Participant, or if no spouse is then living, the
         executor(s) or administrator(s) of the Participant's estate.

4.10     Distributions. All distributions of a Participant's cash-based Deferred
         Compensation Account shall be paid in United States dollars. All
         distributions of a Participant's stock-based Deferred Compensation
         Account shall be paid in shares of the Company's Common Stock.

V.       CLAIM FOR BENEFITS PROCEDURE


5.01     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)   A reference to the Plan's claim review procedure.

5.02     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 within ninety (90) days file a written request 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.

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5.03     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:

         a)   Include specific reasons for the decision;

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

         c)   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 and unless 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

6.01     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. An employee of the Company or the
         Administrative Committee member who is also a Participant in the Plan
         shall not be involved in the decisions of the Company or the
         Administrative Committee regarding any determination of any specific
         claim for benefit with respect to himself or herself.

6.02     General Rights, Powers and Duties of the 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;


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         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.

6.03     Information to be Furnished to Committee. The records of the Company
         shall be determinative of each Participant's period of service with the
         Company, Retirement Date, Termination of Service and the reason
         therefore, personal data, numbers of completed board terms and Director
         Fees and any deferrals. Participants and their Beneficiaries shall
         furnish to the Committee such evidence, data or information, and
         execute such documents as the Committee requests.

6.04     Indemnification. No director or member of the 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. The Company shall not 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.

VII.     AMENDMENT AND TERMINATION

7.01     Amendment. The Plan may be amended in whole or in part at any time by a
         written instrument adopted by the Company. Notice of any material
         amendment shall be given in writing to the 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.

7.02     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.


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7.03     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, (as defined below),
         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 announcements) creates a significant risk that the
         Plan will be held to be ERISA Funded or Tax Funded, and failure to
         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 sole
                    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 to establish such
                    a Plan; or

              b)    If the Company, in its sole discretion, determines that it
                    is not possible to establish the Plan in 7.03(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; or

              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; or

              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.

         For purposes of this Plan, "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). In addition,
         for purposes of this Plan, "Tax Funded" means that the interest of a
         Participant in the Plan is determined to be includable in the gross
         income of the Participant for federal income tax purposes prior to
         actual receipt of Plan benefits by the Participant.

         A lump-sum payment to be made in accordance with this Section shall be
         subject to the provisions of Section 4.07.

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<PAGE>   14


VIII.    MISCELLANEOUS

8.01     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 Committee or 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.

8.02     No Right to Company Assets. Neither the Participant, a Beneficiary, 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.

8.03     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
         directors, with or without cause. Nothing herein shall be construed as
         fixing or regulating the Director Fees payable to the Participant.

8.04     Offset. If, at the time payments or installments of payments are to be
         made hereunder, either 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.

8.05     Protective Provisions. In order to facilitate the payment of benefits
         hereunder, each non-employee director 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
         non-employee director 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. 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 3.05 and
         paid in accordance with Section 4.03.

                                       13

<PAGE>   15


8.06     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.

8.07     Gender and Number. Wherever appropriate herein, the masculine may mean
         feminine and the singular may mean the plural, or vice versa.

8.08     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.

8.09     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.

8.10     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 trustees 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, a Beneficiary's, or any other person's rights under the
         Plan and Trust shall at all times be subject to the provisions of
         Section 8.02.

                                       14

<PAGE>   16



IN WITNESS WHEREOF, the Company has adopted the Information Resources, Inc.
Directors Deferred Compensation Plan effective May 1, 2000.


Information Resources, Inc.



By:       /s/ Gary S. Newman
          -----------------------------------------

Its:      Executive Vice President, Human Resources
          -----------------------------------------









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