**Exhibit 10.20**

 

 

## **CompensationArrangements for Named Executive Officers and Directors**

 

 

***                                               ******Compensation of Officers***

 

Set forth below is a summaryof the compensation paid by InsWeb Corporation (the “Company”) to its namedexecutive officers (defined in Regulation S-K Item 402(a)(3)) intheir current positions as of the date of filing of the Company’s Annual Reporton Form 10-K for the year ended December 31, 2004 (the “Form 10-K”). Allof the Company’s executive officers are at-will employees whose compensationand employment status may be changed at any time at the discretion of theCompany’s Board of Directors, subject only to the terms of the Executive Retention and Severance Plan between theCompany and these executive officers, the form of which is filed asExhibit 10.16 to the Form 10-K.

 

**BaseSalary.** Effective January 1, 2005, the named executive officers arescheduled to receive the following annual base salaries in their currentpositions (the same base salaries as in 2004):

 
| **Name and Current Position**                          | ** ** | **Base Salary ($)** | ** ** |
|--------------------------------------------------------|------------|---------------------|------------|
|                                                   |       |                |       |
| Hussein A. Enan                                        |       | $                   | 250,000    |   |
| (Chairman and Chief Executive Officer)                 |       |                |       |
|                                                   |       |                |       |
| William D. Griffin                                     |       | $                   | 208,000    |   |
| (Chief Financial Officer)                              |       |                |       |
|                                                   |       |                |       |
| L. Eric Loewe                                          |       | $                   | 182,000    |   |
| (Senior Vice President, General Counsel and Secretary) |       |                |       |
|                                                        |            |                     |            |  |  |

 

**Annual andLong-Term Incentive Plans.** In their current positions,the named executive officers are eligible to:

 
|   | •   | The annual incentive  compensation component applies to key managers above a certain salary grade,  including the CFO and General Counsel and Secretary, but excluding the  Chairman and CEO.  For each profitable  quarter in 2005, an incentive compensation pool is calculated based on the  amount of profitability. The CFO and the General Counsel and Secretary each  would receive approximately 13% of the pool, although their percentage could  increase or decrease based on the number of other participants in the pool at  the time of payout. |   |   |
|--------|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|   |
|   | •   | To further align the  compensation of the executive officers with increased shareholder value, on  February 15, 2005, the Board of Directors approved option grants of 150,000  options to the Chairman and CEO, and 25,000 to both the CFO and the General  Counsel and Secretary, all grants pursuant to the Company’s 1997 Stock Option  Plan (filed as Exhibit 10.2 to the Form 10-K).                                                                                                                                                               |   |   |

 

**BenefitPlans and Other Arrangements.** In their current positions,the named executive officers are eligible to:

 
|   | •   | Participate in the Company’s  broad-based benefit programs generally available to its salaried employees,  including health, disability and life insurance programs and the qualified  401(k) savings plan. |   |
|--------|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|

 

 

***                                               ******Compensation of Directors***

 

                Eachnon-employee director receives an annual retainer of $30,000 payable on aquarterly basis, and fees of $2,500 for each regularly scheduled Board meetingattended. The chairman of the Audit Committee will receive an additional fee of$2,500 for each regularly scheduled Audit Committee meeting attended. Theannual retainer relates to the twelve-month period from April 2004through March 2005. In addition, each director will be reimbursed forreasonable expenses incurred in attending meetings of the Board.

 

                Alldirectors receive an annual grant of options to purchase 5,000 shares, with thedate of grant being on or about July 1 of each year that they serve. Alloptions granted to directors are fully vested and exercisable at the time ofgrant. The per-share exercise price of each such option will equal the fairmarket value of a share of Common Stock on the date of grant. Options grantedto directors have a term of ten years from the date of grant.

 

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