**UNITED STATES********SECURITIES AND EXCHANGE COMMISSION****Washington,DC. 20549**

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**FORM 10-K/A**

**Amendment No. 1to Form 10-K**

**(Mark One)**
| x      | ** ** | **Annual report pursuant to Section 13 or 15(d) of  the Securities Exchange  Act of 1934** |
|--------|------------|--------------------------------------------------------------------------------------------|
|   | ** ** |  

**for the fiscal year ended December 31, 2006**                                    |

 

**or**
| o      | ** ** | **Transition report pursuant to Section 13 or  15(d) of the Securities Exchange Act of 1934**                     |
|--------|------------|-------------------------------------------------------------------------------------------------------------------|
|   | ** ** | **for the transition period  from      to****      ** |

 

**Commission File Number 0-26083**

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**INSWEBCORPORATION**(Exact name of registrant asspecified in its charter)

| **DELAWARE**                     |   | **94-3220749**       |
|----------------------------------|--------|----------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer     |
| Incorporation or  organization)  |   | Identification  No.) |

 

**11290 Pyrites Way, Gold River, California 95670**(Address of principal executive offices)

**(916) 853-3300**(Registrant’s telephone number, includingarea code)

**Securitiesregistered pursuant to Section 12(b) of the Act:**

| **Title of each class** |   | **Name of  Exchange on which registered** |
|-------------------------|--------|-------------------------------------------|
| None                    |   | None                                      |

 

Securitiesregistered pursuant to Section 12(g) of the Act:

**Common Stock, $0.001 par value**(Title of Class)

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Indicate by check mark whetherthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.   YES o  NO x

Indicate by check mark whetherthe registrant is not required to file reports pursuant to Section 13 or15(d) of the Exchange Act.  YES o  NO x

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  YES x  NO o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to thisForm 10-K. x

Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer (see definition of “large accelerated filer andaccelerated filer” in Rule 12b-2 of the Exchange Act).       Large Accelerated Filer o  Accelerated Filer o  Non-AcceleratedFiler  x

Indicate by check mark whetherthe registrant is a shell company (as defined by Rule 12b-2 of theExchange Act). YES o  NO x

The aggregate market value ofregistrant’s voting and non-voting common equity held by non-affiliates ofregistrant, based upon the closing sale price of the common stock as of thelast business day of registrant’s most recently completed second fiscal quarter(June 30, 2006), as reported on the Nasdaq National Market, wasapproximately $4,950,000. Shares of common stock held by each officer, directorand holder of 5% or more of the outstanding common stock have been excluded inthat such persons may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for otherpurposes.

Outstanding shares of registrant’scommon stock, $0.001 par value, as of March 2, 2007: **4,120,159**

**DOCUMENTSINCORPORATED BY REFERENCE**None

 

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**INSWEB CORPORATION**

**EXPLANATORY NOTE**

InsWeb Corporation is filing this Amendment No. 1on Form 10-K/A (the “Amendment No. 1”) to include in our Annual Report onForm 10-K for the year ended December 31, 2006 filed with the Securitiesand Exchange Commission (the “SEC”) on March 30, 2007 (the “Original Filing”),the information required to be reported in the items of Part IIIoriginally expected to be incorporated by reference to the definitive proxystatement to be delivered to stockholders in connection with the 2007 AnnualMeeting of Stockholders, and the officer certifications, included with thisAmendment No. 1.

Except for the addition of the Part IIIinformation and the filing of related certifications, no other changes havebeen made to the Original Filing. This Amendment No. 1 does not reflectevents occurring after the Original Filing or modify or update thosedisclosures affected by subsequent events.

**Table ofContents**
| **PART III**                                                      |
|-------------------------------------------------------------------|
|                                                              |   |   |
| Item  10.                                                         |   | Directors  and Executive Officers of the Registrant |
| Item  11.                                                         |   | Executive  Compensation |
| Item 12.                                                          |   | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |
| Item 13.                                                          |   | Certain  Relationships and Related Transactions |
| Item 14.                                                          |   | Principal  Accountant Fees and Services |
|                                                              |   |   |
| **PART IV**                                                       |
|                                                              |   |   |
| Item 15.                                                          |   | Exhibits and  Financial Statement Schedules |
|                                                              |   |   |
| Signatures                                                        |   |   |
| Certification of Chief Executive Officer Pursuant to  Section 302 |
| Certification of Chief FInancial Officer Pursuant to  Section 302 |

 

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**PART III**

**Item 10. Directors andExecutive Officers of the Registrant.**

**Management**

***ExecutiveOfficers of the Registrant***

As of March 30, 2007, InsWeb’sexecutive officers were as follows:
| Name               | ** ** | **Position With InsWeb**                             | ** ** | **Age** |
|--------------------|------------|------------------------------------------------------|------------|---------|
| Hussein A. Enan    |       | Chairman of the Board and Chief Executive Officer    |       | 61      |
| William D. Griffin |       | Chief Financial Officer                              |       | 49      |
| L. Eric Loewe      |       | Senior Vice President, General Counsel and Secretary |       | 49      |

 

**Hussein A. Enan**co-founded InsWeb in February 1995 and has served as its Chairman of theBoard since its inception. Mr. Enan served as InsWeb’s Chief ExecutiveOfficer from February 1995 to June 2002 and was reinstated to thatposition in August 2004. Mr. Enan also served as InsWeb’s President fromMay 1999 to June 2000. From March 1992 to November 1994,Mr. Enan was a general partner at E.W. Blanch, a reinsurance intermediarythat merged with his own wholly owned company, Enan & Company, areinsurance intermediary, in March 1992. Mr. Enan foundedEnan & Company in February 1979.

**William D. Griffin**joined InsWeb in May 2001 as Chief Financial Officer. From August 1999 toFebruary 2001, Mr. Griffin was Chief Financial Officer ofZipSend, Inc., an Internet services company, of which he was a co-founder.From October 1998 through August 1999, Mr. Griffin providedconsulting services to various early stage Internet and technology companies.Prior to that, from May 1990 through September 1998, Mr. Griffinwas Senior Vice President and Chief Financial Officer of Inference Corporation,a customer services software company.

**L. Eric Loewe** joinedInsWeb in October 1998 as Corporate Counsel, Legal and Regulatory,responsible for all regulatory compliance issues, and has served as Senior VicePresident and General Counsel since September 2000 and as Secretary sinceJuly 2001. Mr. Loewe held various positions with the NationalAssociation of Independent Insurers (the “NAII”) from January 1980 toSeptember 1998. As Senior Counsel for the NAII, Mr. Loewe wasresponsible for legislation and regulations affecting its 570 member companies.Mr. Loewe is a member of the Illinois and California bars.

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***Directors***

InsWeb’s Board of Directors is asfollows:
| Name                                                                                      | ** ** | **Position with InsWeb**   | ** ** | **Age** | ** ** | **Director  Since** |
|-------------------------------------------------------------------------------------------|------------|----------------------------|------------|---------|------------|---------------------|
| *Class I director nominated for re-election at the 2009 Annual Meeting  of Stockholders:* |       |                       |       |    |       |                |
| Robert A. Puccinelli (1)(2)(3)                                                            |       | Director                   |       | 69      |       | 1998                |
| *Class II directors whose terms expire at the 2007 Annual Meeting of  Stockholders:*      |       |                       |       |    |       |                |
| James M. Corroon (1)(3)                                                                   |       | Vice Chairman of the Board |       | 67      |       | 1996                |
| Thomas W. Orr (1)(2)(3)                                                                   |       | Director                   |       | 73      |       | 2003                |
| *Class III directors whose terms expire at the  2008 Annual Meeting of Stockholders:*     |       |                       |       |    |       |                |
| Hussein A. Enan                                                                           |       | Chairman of the Board      |       | 61      |       | 1995                |
| Dennis H. Chookaszian (2)(3)                                                              |       | Director                   |       | 63      |       | 2003                |

 

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(1)                            Member of the Audit Committee.

(2)                            Member of the Compensation Committee.

(3)                            Member of the Nominating and Corporate GovernanceCommittee.

**Robert A. Puccinelli** has been a director of InsWeb sinceMay 1998. From October 1985 until he retired in May 1995,Mr. Puccinelli was Chairman and Chief Executive Officer of IndustrialIndemnity, a nationwide property and casualty insurance company.

**James M. Corroon** has been a director of InsWeb sinceAugust 1996 and has served as Vice Chairman of the Board sinceMay 1999. Since September 2004, Mr. Corroon has served as ViceChairman of Fort Point Insurance Services, Inc., an insurance brokerage firm.From July 1999 to December 2000, he was a full-time employee ofInsWeb and a member of the senior management team. Mr. Corroon has been adirector of Willis Corroon of California, an insurance services firm, sinceJanuary 1996. From October 1966 to December 1995,Mr. Corroon held various management positions with Willis Corroon and itspredecessor entity, Corroon & Black Corporation.

**Thomas W. Orr** has been a director of InsWeb sinceJanuary 2003. Mr. Orr was a partner in the accounting firm ofBregante and Company from January 1992 to June 2002. From 1987 to1991, Mr. Orr was Chief Financial Officer of Scripps LeagueNewspaper, Inc. Prior to 1987, Mr. Orr worked for the accounting firmof Arthur Young & Company (predecessor to Ernst & Young, LLP) from1958 until he retired as an audit partner in 1986.

**Dennis H. Chookaszian** has been a director of InsWeb sinceApril 2003. From November 1999 until he retired inFebruary 2001, Mr. Chookaszian was Chairman and Chief ExecutiveOfficer of mPower Advisors, L.L.C., an online investment advisory service firm.From September 1992 to February 1999, Mr. Chookaszian served asChairman and Chief Executive Officer of the CNA insurance company, and prior tothat held the positions of President and Chief Operating Officer (1990-1992)and Chief Financial Officer (1975-1990), respectively, of that company.Mr. Chookaszian serves on the boards of the Chicago Mercantile Exchange,Sapient Corporation, a business consulting and technology services firm, andCareer Education Corporation, a postsecondary education provider. InDecember 2006, Mr. Chookaszian was named chairman of the Financial AccountingStandards Advisory Council.

The Board of Directors hasdetermined that, other than Mr. Enan, each of the members of the Board is anindependent director for purposes of the Nasdaq Marketplace Rules.

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**GeneralCorporate Governance Matters**

***AvailableInformation***

You may obtain free copies of ourannual reports on Form 10-K, quarterly reports on Form 10-Q andcurrent reports on Form 8-K and amendments to those reports, as well asother Corporate Governance Materials on our website at http://investor.insweb.com,or by contacting our corporate office by calling (916) 853-3300, or bysending an e-mail message to investor@insweb.com.

We electronically file our annualreports on Form 10-K, quarterly reports on Form 10-Q and currentreports on Form 8-K with the Securities and Exchange Commission (SEC)pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.Any materials we file with the SEC are accessible to the public at the SEC’sPublic Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The publicmay also utilize the SEC’s Internet website, which contains reports, proxy andinformation statements, and other information regarding issuers that fileelectronically with the SEC. The address of the SEC website is http://www.sec.gov.

***BoardMeetings and Committees***

During the year endedDecember 31, 2006, the Board of Directors of InsWeb held eleven meetings.During that period, the Audit Committee of the Board held six meetings, theCompensation Committee of the Board held four meetings, and the Nominating andCorporate Governance Committee of the Board held one meeting. All directorsattended or participated in more than 75% of the total number of meetings ofthe Board and any of the committees of the Board on which such director servedduring that period.

***Audit Committee.*** The current members of the Audit Committee areMessrs. Orr, Corroon and Puccinelli. Mr. Orr is chairman of the committee. The Board of Directors hasdetermined that each of the members of the Audit Committee is independent forpurposes of the Nasdaq Marketplace Rules as they apply to audit committeemembers. The Board of Directors has also determined that Mr. Orr is an “auditcommittee financial expert,” as defined in the rules of the Securities andExchange Commission. The functions of the Audit Committee include overseeingthe quality of our financial reports and other financial information, retentionof independent registered public accounting firm, reviewing and approving theplanned scope, proposed fee arrangements and results of InsWeb’s annual audit,reviewing our critical accounting policies and the adequacy of our accountingand financial controls, and reviewing the independence of InsWeb’s accountants.For additional information concerning the Audit Committee, see “Report of theAudit Committee” and “Principal Accounting Firm Fees” below.

***Compensation Committee.*** The current members of the Compensation Committeeare Messrs. Chookaszian, Orr and Puccinelli. Mr. Chookaszian is chairmanof the committee. The Compensation Committee reviews and determines the salaryand bonus criteria of and stock option grants to all executive officers. Foradditional information about the Compensation Committee, see “Report of theCompensation Committee on Executive Compensation” and “Executive Compensationand Other Matters” below.

***Nominating and CorporateGovernance Committee.***The current members of the Nominating and Corporate Governance Committee areMessrs. Chookaszian, Corroon, Orr and Puccinelli, each of whomis independent for purposes of the Nasdaq Marketplace Rules. Mr. Corroon ischairman of the committee. The functions of the Nominating and CorporateGovernance Committee include selecting, evaluating and recommending to theBoard qualified candidates for election or appointment to the Board, andrecommending corporate governance principles, codes of conduct and compliancemechanisms applicable to the Company.

***CompensationCommittee Interlocks and Insider Participation***

None of our CompensationCommittee members is an officer or employee of the Company. None of ourexecutive officers serves as a member of the Board of Directors or compensationcommittee of any entity that has one or more of its executive officers servingon our Compensation Committee.

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***Director Nominations***

The Nominating and Corporate Governance Committee isresponsible for the selection, and recommendation to the Board, of nominees forelection as director.  When consideringthe nomination of directors for election at an annual meeting, the Nominatingand Corporate Governance Committee reviews the needs of the Board of Directorsfor various skills, background, experience and expected contributions and thequalification standards established from time to time by the Nominating andCorporate Governance Committee.  Whenreviewing potential nominees, including incumbents, the Nominating andCorporate Governance Committee considers the perceived needs of the Board ofDirectors, the candidate’s relevant background, experience and skills andexpected contributions to the Board of Directors.  The Nominating and Corporate GovernanceCommittee also seeks appropriate input from the Chief Executive Officer fromtime to time in assessing the needs of the Board of Directors for relevantbackground, experience and skills of its members.

The Nominating and Corporate Governance Committee’sgoal is to assemble a Board of Directors that brings to InsWeb a diversity ofexperience at policy-making levels in business and technology, and in areasthat are relevant to InsWeb’s activities. Directors should possess the highest personal and professional ethics,integrity and values and be committed to representing the long-term interestsof our stockholders.  They must have aninquisitive and objective outlook and mature judgment.  They must also have experience in positionswith a high degree of responsibility and be leaders in the companies orinstitutions with which they are and have been affiliated.  Director candidates must have sufficient timeavailable in the judgment of the Nominating and Corporate Governance Committeeto perform all Board and committee responsibilities that will be expected ofthem.  Members of the Board of Directorsare expected to rigorously prepare for, attend and participate in all meetingsof the Board of Directors and applicable committees.  Other than the foregoing, there are nospecific minimum criteria for director nominees, although the Nominating andCorporate Governance Committee believes that it is preferable that at least onemember of the Board of Directors should meet the criteria for an “auditcommittee financial expert” as defined by SEC rules.  Under applicable Nasdaq listing requirements,at least a majority of the members of the Board of Directors must meet thedefinition of “independent director” set forth in such requirements.  The Nominating and Corporate GovernanceCommittee also believes it appropriate for one or more key members of InsWeb’smanagement, including the Chief Executive Officer, to serve on the Board ofDirectors.

The Nominating and Corporate Governance Committee willconsider candidates for director proposed by directors or management, and willevaluate any such candidates against the criteria and pursuant to the policiesand procedures set forth above.  If theNominating and Corporate Governance Committee believes that the Board ofDirectors requires additional candidates for nomination, the Nominating andCorporate Governance Committee may engage, as appropriate, a third party searchfirm to assist in identifying qualified candidates.  All incumbent directors and nominees will berequired to submit a completed directors’ and officers’ questionnaire as partof the nominating process.  The processmay also include interviews and additional background and reference checks fornon-incumbent nominees, at the discretion of the Nominating and CorporateGovernance Committee.

The Nominating and Corporate Governance Committee willalso consider candidates for director recommended by a stockholder, providedthat any such recommendation is sent in writing to General Counsel, InsWebCorporation, 11290 Pyrites Way, Suite 200, Gold River, CA  95670-4481, at least 120 days prior to theanniversary of the date definitive proxy materials were mailed to stockholdersin connection with the prior year’s annual meeting of stockholders and containsthe following information:

·                  the candidate’sname, age, contact information and present principal occupation or employment;and

·                  a description ofthe candidate’s qualifications, skills, background and business experienceduring at least the last five years, including his or her principal occupationand employment and the name and principal business of any company or otherorganization where the candidate has been employed or has served as a director.

The Nominating and Corporate Governance Committee willevaluate any candidates recommended by stockholders against the same criteriaand pursuant to the same policies and procedures applicable to the evaluationof candidates proposed by directors or management.

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In addition, stockholders may make direct nominationsof directors for election at an annual meeting, provided the advance noticerequirements set forth in our Bylaws have been met.  Under our Bylaws, written notice of any suchnomination, including certain information and representations specified in theBylaws, must be delivered to our principal executive offices, addressed to theGeneral Counsel, at least 120 days prior to the anniversary of the datedefinitive proxy materials were mailed to stockholders in connection with theprior year’s annual meeting of stockholders, except that if no annual meetingwas held in the previous year or the date of the annual meeting has beenadvanced by more than 30 days from the date contemplated at the time of the previousyear’s proxy statement, such notice must be received not later than the closeof business on the tenth day following the day on which the public announcementof the date of such meeting is first made.

***Stockholder Communications withDirectors; Director Attendance at Annual Meetings***

Stockholders may communicate withany and all members of our Board of Directors by transmitting correspondence bymail or facsimile addressed to one or more directors by name (or to theChairman, for a communication addressed to the entire Board) at the followingaddress and fax number:

Name of the Director(s)

c/o Corporate Secretary

InsWeb Corporation

11290 Pyrites Way, Suite 200

Gold River, CA 95670

(916-853-3327) (FAX)

Communications from our stockholders received as indicatedabove will be forwarded to the indicated director or directors unless thecommunication is primarily commercial in nature or relates to an improper orirrelevant topic.

We do not have a policy regardingdirectors’ attendance at annual meetings. All directors attended the 2006Annual Meeting.

***Committee Charters and OtherCorporate Governance Materials***

The Board has adopted a Code ofBusiness Conduct and Ethics that applies to all of our employees and officersand members of the Board of Directors. A copy of the Code of Business Conductand Ethics is available on the Company’s website athttp://investor.insweb.com/index.cfm.

The Board has also adopted awritten charter for each of the Audit Committee, Compensation Committee and Nominatingand Corporate Governance Committee.  Each charter is available on the Company’swebsite at http://investor.insweb.com/index.cfm.

**Section 16(a) Beneficial Ownership Reporting Compliance**

        Section 16(a)of the Securities Exchange Act of 1934 requires InsWeb’s executive officers,directors and persons who beneficially own more than 10% of InsWeb’s CommonStock to file initial reports of ownership and reports of changes in ownershipwith the SEC. Such persons are required by SEC regulations to furnish InsWebwith copies of all Section 16(a) forms filed by such persons.

        Basedon InsWeb’s review of reports furnished to InsWeb and representations fromcertain reporting persons, InsWeb believes that reports of changes in ownership(Form 4) during the year ended December 31, 2006 were timely filed, exceptfor the reporting of Hassan Elsawaf’s purchases on April 27, 2006, which werereported one day late.

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**Item 11. ExecutiveCompensation.**

**Compensation Discussion andAnalysis**

***Overview***

This compensation discussion describes the materialelements of compensation awarded to, earned by, or paid to each of ourexecutive officers who served as named executive officers during the lastcompleted fiscal year. This compensation discussion focuses on the informationcontained in the following tables and related footnotes and narrative forprimarily the last completed fiscal year, but we also describe compensationactions taken before or after the last completed fiscal year to the extent itenhances the understanding of our executive compensation disclosure.

Our Compensation Committee oversees the design andadministration of our executive compensation program.

The principal elements of our executive compensationprogram are base salary, annual cash incentives based on company performancegoals, equity incentives in the form of stock options, other benefits andperquisites, post-termination severance and acceleration of stock optionvesting for certain named executive officers upon change of control. Our otherbenefits and perquisites consist of life, health and disability insurancebenefits, and a qualified 401(k) savings plan. Our philosophy is to positionthe aggregate of these elements at a level that is competitive within theindustry and commensurate with our size and performance.

***Compensation Program Objectivesand Philosophy***

The objectives of our compensation programs are to:

·                                          attract,motivate and retain talented and dedicated executive officers, 

·                                          provideour executive officers with both cash and equity incentives to further ourinterests and those of our stockholders, and 

·                                          provideemployees with long-term incentives so we can retain them and provide stabilityas the company grows. 

Generally, the compensation of our executive officersis composed of a base salary, an annual incentive compensation award and equityawards in the form of stock options based on company performance. In adjustingbase salaries, the Compensation Committee reviews the individual contributionsof the particular executive. The annual incentive compensation award isdetermined by the Compensation Committee based on company financialperformance. In addition, stock options are granted to provide the opportunityfor long-term compensation based upon the performance of our common stock overtime.

We define our competitive markets for executive talentto be the Internet and Insurance industries in northern California. We have notutilized any third party market specific compensation surveys to benchmark ourexecutive compensation.

The Compensation Committee reviews and approves allelements of compensation for each of our named executive officers, taking intoconsideration recommendations from our principal executive officer (forcompensation other than his own).

***Base Salaries***

The salary of our principal executive officer and thesalaries of our named executive officers are set by the Compensation Committee.We provide the opportunity for our named executive officers and otherexecutives to earn a competitive annual base salary to attract and retain anappropriate caliber of talent for the applicable position, and to provide abase wage that is not subject to risk relating to the Company’sperformance.  We review base salaries forour named executive officers annually and the Company’s performance and individualperformance, including corporate financial objectives.

Base salaries accounted for approximately 60% of totalcompensation for the principal executive officer and approximately 80% onaverage for our other named executive officers.

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***Annual CashIncentives***

We provide the opportunity for our named executiveofficers and other executives to earn an annual cash incentive  award based on achievement of specific Companyfinancial targets. We provide annual cash incentive awards to attract andretain an appropriate caliber of talent for the position and to motivateexecutives to achieve our annual financial goals. Incentive award thresholdsvary by position. We review potential annual cash incentive awards for ournamed executive officers and other executives annually to determine awardpayments, if any, for the last completed fiscal year, as well as to establishaward opportunities for the current fiscal year. We do not have a formal annualincentive plan, but at the beginning of each fiscal year, the amount of eachannual cash incentive award and the related financial objectives are determinedby the Compensation Committee.

***Target Award Opportunities.***Our cashincentive awards are based on achieving financial objectives set by theCompensation Committee annually. For 2006, the cash incentive awards were basedon achieving profitability in the quarter ending December 31, 2006 for allnamed executives except Todd Ewing. Mr. Ewing’s cash incentive awards forboth year 2005 and year 2006 were based on the Term Life Agency achievingspecific operating income targets. For the last completed fiscal year (year2006), annual cash incentive opportunities for the named executive officers aresummarized below.
|                                                                     | ** ** | **2005 Annual Cash  Incentive Award Opportunity** | ** ** | **2006 Annual Cash  Incentive Award Opportunity** | ** ** |
|---------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| **Name**                                                            | ** ** | **Target**                                                            | ** ** | **Amount Paid  in Year 2006**                                    | ** ** | **Target** | ** ** | **Amount Earned** | ** ** |
| Hussein A. Enan*Chief Executive Officer*                            |       | $                                                                     | —     |                                                                  | $          | — |   | $ | — |   | $ | — |   |
| William D. Griffin*Chief Financial Officer*                         |       | $                                                                     | 30,000     |                                                                  | $          | — |   | $ | 35,000 |   | $ | — |   |
| L. Eric Loewe Senior*Vice President, General Counsel and Secretary* |       | $                                                                     | 30,000     |                                                                  | $          | — |   | $ | 35,000 |   | $ | — |   |
| L. James Pickles*Executive Vice President, Business Development*    |       | $                                                                     | 30,000     |                                                                  | $          | — |   | $ | 35,000 |   | $ | — |   |
| Todd R. Ewing Senior*Vice President, Agency Operations*             |       | $                                                                     | 50,000     |                                                                  | $          | 44,000 |   | $ | 50,000 |   | $ | — |   |

 

Annual cash incentives accounted for approximately 0%of total compensation for the principal executive officer and approximately 2%on average for our other named executive officers.

***Equity Incentives***

We provide the opportunity for our named executiveofficers and other executives to earn a long-term equity incentive awards.Long-term incentive awards provide employees with the incentive to stay with usfor longer periods of time, which in turn, provides us with greater stability.Equity awards also are less costly to us in the short term than cashcompensation. We review long-term equity incentives for our named executiveofficers and other executives annually.

For our named executive officers, our stock optiongrants are of a size and term determined and approved by the CompensationCommittee. We have traditionally used stock options as our form of equitycompensation because stock options provide a relatively straightforwardincentive for our executives, result in less immediate dilution of existingshareholders’ interests and, prior to our adoption of FAS 123(R), resulted inless compensation expense for us relative to other types of equity awards. Allgrants of stock options to our employees were granted with exercise pricesequal to or greater than the fair market value of our common stock on therespective grant dates. For a discussion of the determination of the fairmarket value of these grants, see “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Critical Accounting Policies andthe Use of Estimates.”

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Stock option grants to executives are generally madeat the first scheduled Compensation Committee and Board of Directors meeting ofthe new fiscal year. InsWeb’s 1997 StockOption Plan provides that, in the event of a change in control of InsWeb, anyoutstanding option that is not assumed or substituted by the acquiringcorporation will become fully vested. Further, the option agreements applicableto options granted under the 1997 Stock Option Plan provide for fullacceleration of vesting if, within 12 months following a change incontrol, the optionee’s employment is terminated without cause or the optioneeresigns for “good reason,” as defined in such option agreements.

The vesting of certain of our named executive officers’stock options is accelerated pursuant to the terms of the InsWeb ExecutiveRetention and Severance Plan in certain termination and/or change in controlevents. These terms are more fully described in “Employment Contracts and Termination ofEmployment and Change of Control Arrangements.”

Long-term equity incentives accounted for approximately38% of total compensation for the principal executive officer and approximately14% on average for our other named executive officers.

***Executive Benefits andPerquisites***

We generally provide for our named executive officersand other executives to receive the same general health and welfare benefitsoffered to all employees. We currently provide no other perquisites to ournamed executive officers and other executives. We also offer participation inour defined contribution 401(k) plan. We match employee contributions under our401(k) plan.

Personal benefits and perquisites accounted forapproximately 2% of total compensation for the principal executive officer andour other named executives officers.

***Other Elements of Compensation***

There were no other elements of compensation, such aspension benefits, for any of our executive officers.

***EmploymentContracts and Termination of Employment and Change of Control Arrangements***

We have no long-term employment agreements with any of our keypersonnel. However, the executive officers and certain other key membersof management are eligible to participate in the InsWeb Executive Retention andSeverance Plan approved by the Board of Directors on June 14, 2004.  Participants in the Plan are entitled toreceive cash severance payments and health and medical benefits in the eventtheir employment is terminated in connection with a change in control.Participants will also receive the benefits if InsWeb terminates theiremployment other than for “cause” or if the participant voluntarily terminateshis employment for “good reason” following certain specified actions by InsWeb.Upon any other termination of employment, the participant will be entitled onlyto accrued salary and any other vested benefits through the date oftermination.

Our analysis indicates that our severance and changein control provisions are consistent with the provisions and benefit levels ofother companies disclosing such provisions as reported in public SEC filings.We believe our arrangements are reasonable in light of the fact that cashseverance is limited to one year for the certain executive officers (at a rateequal to his then current base salary) and six months for other executiveofficers (at a rate equal to their then current base salary), there is noseverance increase with a change in control.

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## **REPORTOF THE COMPENSATION COMMITTEE**

We have reviewed and discussed with management theCompensation Discussion and Analysis provisions included this proxy statement.Based on the reviews and discussions referred to above, we recommended to theBoard of Directors that the Compensation Discussion and Analysis referred toabove be included in this annual report on Form 10-K.
|  | ** ** | **COMPENSATION COMMITTEE**Dennis H. Chookaszian (Chair)  Thomas W. Orr  Robert A. Puccinelli |
|--|------------|----------------------------------------------------------------------------------------------|

 

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**SummaryCompensation Information**

The following table presents certain summaryinformation concerning compensation paid or accrued by the Company for servicesrendered in all capacities during the year ended December 31, 2006 for (i) theChief Executive Officer and the Chief Financial Officer of the Company, and(ii) each of the three other most highly compensated executives of the Company(determined as of December 31, 2006) (collectively, the ‘‘Named Executive Officers’’).

**Summary Compensation Table**
| Name and Principal  Position                              | ** ** | **Cash Salary** | ** ** | **Equity In-lieu  of  Salary (1)** | ** ** | **Bonus** | ** ** | **Options  Awards (2)** | ** ** | **All other  Compensation (3)** | ** ** | **Total  Compensation** | ** ** |
|---------------------------------------------------------------------|------------|----------------------|------------|----------------------------------------------|------------|-----------|------------|------------------------------|------------|-------------------------------------------|------------|-------------------------|------------|
| Hussein A. Enan*Chairman of the Board and Chief Executive Officer*  |       | $                    | 192,308    |                                         | $          | 62,500    |       | $                            | —     |                                      | $          | 56,091                  |       | $ | 8,981 |   | $ | 319,880 |   |
| William D. Griffin*Chief Financial Officer*                         |       | $                    | 221,769    |                                         | $          | 2,500     |       | $                            | —     |                                      | $          | 29,802                  |       | $ | 4,447 |   | $ | 258,518 |   |
| L. Eric Loewe Senior*Vice President, Secretary and General Counsel* |       | $                    | 185,923    |                                         | $          | 10,000    |       | $                            | —     |                                      | $          | 29,802                  |       | $ | 3,710 |   | $ | 229,435 |   |
| L. James Pickles*Executive Vice President*                          |       | $                    | 231,154    |                                         | $          | 9,428     |       | $                            | —     |                                      | $          | 44,197                  |       | $ | 4,635 |   | $ | 289,414 |   |
| Todd R. Ewing Senior*Vice President, Term Life Operations*          |       | $                    | 200,000    |                                         | $          | —    |       | $                            | 44,000     |                                      | $          | 22,099                  |       | $ | 10,389 |   | $ | 276,488 |   |

 

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(1)   On September 28,2006, the Compensation Committee of the Board of Directors approved a plan toallow members of the company’s senior management to receive stock options inlieu of a portion of their base salary. All members of senior managementparticipated including the Chief Executive Officer, the Chief Financial Officerand the General Counsel and Secretary. The salary reduction applied only to thebase cash compensation earned by the individual from October 1, 2006 throughMarch 31, 2007. Participation in the plan was voluntary, and the ChiefExecutive Officer, the Chief Financial Officer and the General Counsel andSecretary elected to participate. In connection with this plan, theCompensation Committee approved and the Board of Directors ratified an optiongrant of 94,697 options to the Chief Executive Officer, a grant of 3,788options to the Chief Financial Officer and a grant of 15,152 options to theGeneral Counsel and Secretary.  An additional 20,705 options were grantedto other members of the company’s senior management team. These options werefully vested with an exercise price of $2.03 (determined by the closing priceof InsWeb’s common stock on Thursday, September 28, 2006).

(2)   Valuation based on the dollar amount of optiongrants (see “Grant of Plan-Based Awards” below) recognized for financialstatement reporting purposes pursuant to FAS 123(R) with respect to year 2006.The assumptions used by us with respect to the valuation of option grants areset forth in “InsWeb Corporation Consolidated Financial Statements–Notes toFinancial Statements–Note 3–Stock Based Payments.”

(3)   Represents, primarily,employer contributions to InsWeb’s 401(k) plan.

11

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**Grant of Plan-Based Awards**

The followingtable sets forth certain information with respect to the options granted duringor for the year ended December 31, 2006 to each of our named executiveofficers.

**Grantof Plan-Based Awards Table**
| Name               | ** ** | **Grant Date** | ** ** | **Number of  Shares of  Common Stock  Underlying  Options (#)** | ** ** | **Exercise Price  of Option  Awards  ($/Share)** | ** ** | **Grant Date Fair  Value of Option  Awards(1)** | ** ** | **Grant Date  Fair Value of  a Share (1)** | ** ** |
|--------------------|------------|---------------------|------------|-------------------------------------------------------------------------------------|------------|------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|
| Hussein A. Enan    |       | 4/20/2006           |       | 50,000                                                                              |       | $                                                          | 2.05       |                                                                | $          | 49,670                                                              |       | $ | 0.99 |   |
|                    |       | 6/30/2006           |       | 5,000                                                                               |       | $                                                          | 2.65       |                                                                | $          | 6,421                                                               |       | $ | 1.28 |   |
|                    |       | 9/28/2006           |       | 94,697                                                                              |       | $                                                          | 2.03       |                                                                | $          | 125,000                                                             |       | $ | 1.32 |   |
| William D. Griffin |       | 4/20/2006           |       | 30,000                                                                              |       | $                                                          | 2.05       |                                                                | $          | 29,802                                                              |       | $ | 0.99 |   |
|               |       | 9/28/2006           |       | 3,788                                                                               |       | $                                                          | 2.03       |                                                                | $          | 5,000                                                               |       | $ | 1.32 |   |
| L. Eric Loewe      |       | 4/20/2006           |       | 30,000                                                                              |       | $                                                          | 2.05       |                                                                | $          | 29,802                                                              |       | $ | 0.99 |   |
|                    |       | 9/28/2006           |       | 15,152                                                                              |       | $                                                          | 2.03       |                                                                | $          | 20,001                                                              |       | $ | 1.32 |   |
| L. James Pickles   |       | 4/20/2006           |       | 40,000                                                                              |       | $                                                          | 2.05       |                                                                | $          | 44,197                                                              |       | $ | 0.99 |   |
|               |       | 7/25/2006           |       | 6,250                                                                               |       | $                                                          | 2.70       |                                                                | $          | 8,178                                                               |       | $ | 1.31 |   |
|               |       | 9/28/2006           |       | 1,894                                                                               |       | $                                                          | 2.03       |                                                                | $          | 2,500                                                               |       | $ | 1.32 |   |
| Todd R. Ewing      |       | 4/20/2006           |       | 20,000                                                                              |       | $                                                          | 2.05       |                                                                | $          | 22,099                                                              |       | $ | 0.99 |   |

 

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(1)   Valuation based on the dollar amount of optiongrants recognized for financial statement reporting purposes pursuant to FAS123(R) with respect to year 2006. The assumptions used by us with respect tothe valuation of option grants are set forth in “InsWeb Corporation ConsolidatedFinancial Statements—Notes to Financial Statements—Note 3—Stock Based Payments.”

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**Outstanding Equity Awards at FiscalYear-End**

The followingtable summarizes the number of securities underlying outstanding option planawards for each of the named executive officers at the fiscal year-end as ofDecember 31, 2006.

**OutstandingEquity Awards at Fiscal Year-End Table**

|                     | ** ** | **Individual Option Awards**                                    | ** ** |
|---------------------|------------|---------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Number of  Securities  Underlying  Options (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Options (#)  Unexercisable** | ** ** | **Exercise  Price  Per Share** | ** ** | **ExpirationDate** | ** ** |
| Hussein A. Enan     |       | 41,667                                                                    |       | — |   | $ | 6.12 |   | 4/17/2011 |   |
|                     |       | 100,000                                                                   |       | — |   | $ | 4.95 |   | 4/1/2012 |   |
|                     |       | 500                                                                       |       | — |   | $ | 3.05 |   | 7/16/2012 |   |
|                     |       | 500                                                                       |       | — |   | $ | 1.40 |   | 10/15/2012 |   |
|                     |       | 500                                                                       |       | — |   | $ | 1.90 |   | 1/28/2013 |   |
|                     |       | 500                                                                       |       | — |   | $ | 2.85 |   | 4/22/2013 |   |
|                     |       | 5,000                                                                     |       | — |   | $ | 4.75 |   | 7/1/2013 |   |
|                     |       | 150,000                                                                   |       | — |   | $ | 2.79 |   | 2/10/2015 |   |
|                     |       | 5,000                                                                     |       | — |   | $ | 3.25 |   | 7/1/2015 |   |
|                     |       | 5,000                                                                     |       | — |   | $ | 2.65 |   | 6/30/2011 |   |
|                     |       | 94,697                                                                    |       | — |   | $ | 2.03 |   | 9/28/2011 |   |
| William D.  Griffin |       | 16,667                                                                    |       | — |   | $ | 6.24 |   | 5/7/2011 |   |
|                |       | 40,000                                                                    |       | — |   | $ | 4.95 |   | 4/1/2012 |   |
|                |       | 45,000                                                                    |       | — |   | $ | 2.05 |   | 4/1/2013 |   |
|                |       | 25,000                                                                    |       | — |   | $ | 5.00 |   | 4/1/2014 |   |
|                |       | 25,000                                                                    |       | — |   | $ | 2.79 |   | 2/10/2015 |   |
|                |       | 13,333                                                                    |       | 6,667 | (1) | $ | 2.05 |   | 4/20/2011 |   |
|                |       | 3,788                                                                     |       | — |   | $ | 2.03 |   | 9/28/2011 |   |
| L. Eric Loewe       |       | 2,500                                                                     |       | — |   | $ | 30.00 |   | 11/16/2008 |   |
|                     |       | 2,000                                                                     |       | — |   | $ | 64.00 |   | 5/17/2009 |   |
|                     |       | 2,500                                                                     |       | — |   | $ | 270.00 |   | 7/21/2009 |   |
|                     |       | 1,250                                                                     |       | — |   | $ | 152.25 |   | 12/16/2009 |   |
|                     |       | 4,167                                                                     |       | — |   | $ | 84.00 |   | 2/1/2010 |   |
|                     |       | 1,666                                                                     |       | — |   | $ | 16.13 |   | 4/19/2010 |   |
|                     |       | 7,500                                                                     |       | — |   | $ | 12.94 |   | 7/18/2010 |   |
|                     |       | 8,334                                                                     |       | — |   | $ | 6.12 |   | 4/17/2011 |   |
|                     |       | 25,000                                                                    |       | — |   | $ | 4.95 |   | 4/1/2012 |   |
|                     |       | 25,000                                                                    |       | — |   | $ | 2.05 |   | 4/1/2013 |   |
|                     |       | 15,000                                                                    |       | — |   | $ | 5.00 |   | 4/1/2014 |   |
|                     |       | 25,000                                                                    |       | — |   | $ | 2.79 |   | 2/10/2015 |   |
|                     |       | 13,333                                                                    |       | 6,667 | (1) | $ | 2.05 |   | 4/20/2011 |   |
|                     |       | 15,152                                                                    |       | — |   | $ | 2.03 |   | 9/28/2011 |   |

 

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|                  | ** ** | **Individual Option Awards**                                    | ** ** |
|------------------|------------|---------------------------------------------------------------------------|------------|
| **Name**         | ** ** | **Number of  Securities  Underlying  Options (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Options (#)  Unexercisable** | ** ** | **Exercise  Price  Per Share** | ** ** | **ExpirationDate** | ** ** |
| L. James Pickles |       | 5,000                                                                     |       | — |   | $ | 55.40 |   | 5/14/2009 |   |
|                  |       | 1,875                                                                     |       | — |   | $ | 270.00 |   | 7/21/2009 |   |
|                  |       | 1,166                                                                     |       | — |   | $ | 84.00 |   | 2/1/2010 |   |
|                  |       | 1,666                                                                     |       | — |   | $ | 16.13 |   | 4/19/2010 |   |
|                  |       | 2,500                                                                     |       | — |   | $ | 8.06 |   | 8/15/2010 |   |
|                  |       | 6,667                                                                     |       | — |   | $ | 6.12 |   | 4/17/2011 |   |
|                  |       | 25,000                                                                    |       | — |   | $ | 4.95 |   | 4/1/2012 |   |
|                  |       | 45,000                                                                    |       | — |   | $ | 2.05 |   | 4/1/2013 |   |
|                  |       | 25,000                                                                    |       | — |   | $ | 5.00 |   | 4/1/2014 |   |
|                  |       | 25,000                                                                    |       | — |   | $ | 2.99 |   | 4/1/2015 |   |
|                  |       | 16,667                                                                    |       | 8,333 | (1) | $ | 2.05 |   | 4/20/2011 |   |
|                  |       | —                                                                    |       | 15,000 | (2) | $ | 2.05 |   | 4/20/2011 |   |
|                  |       | 3,472                                                                     |       | 2,778 | (3) | $ | 2.70 |   | 7/25/2011 |   |
|                  |       | 1,894                                                                     |       | — |   | $ | 2.03 |   | 9/28/2011 |   |
| Todd R. Ewing    |       | 25,000                                                                    |       | — |   | $ | 4.75 |   | 1/5/2014 |   |
|             |       | 15,000                                                                    |       | — |   | $ | 2.99 |   | 4/1/2015 |   |
|             |       | 2,083                                                                     |       | 4,167 | (1) | $ | 2.05 |   | 4/20/2011 |   |
|             |       | —                                                                    |       | 7,500 | (2) | $ | 2.05 |   | 4/20/2011 |   |

 

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(1)   These options vest intwelve equal monthly installments beginning on the date of grant (April 20,2006).

(2)   These options vest 10% on the one, two, three andfour year anniversaries of the grant date and 60% on the fifth year anniversaryof the grant date (April 20, 2006).

(3)   These options vest in nine equal monthlyinstallments beginning on the date of grant (July 25, 2006).

**Option Exercises**

The following table provides the specified informationconcerning exercises of options to purchase InsWeb’s Common Stock in the fiscalyear ended December 31, 2006, by the persons named in the Summary CompensationTable above:
| Name                | ** ** | **Shares  Acquired on  Exercise** | ** ** | **Value  Realized** | ** ** |
|---------------------|------------|----------------------------------------|------------|---------------------|------------|
| Hussein A. Enan     |       | —                                 |       | $                   | —     |   |
| William D.  Griffin |       | —                                 |       | $                   | —     |   |
| L. Eric Loewe       |       | —                                 |       | $                   | —     |   |
| L. James Pickles    |       | —                                 |       | $                   | —     |   |
| Todd R. Ewing       |       | 6,250                                  |       | $                   | 16,541     |   |

 

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**PotentialPayments Upon Termination or Change in Control**

Executive officers and certain other key members ofmanagement are eligible to participate in the InsWeb Executive Retention andSeverance Plan approved by the Board of Directors on June 14, 2004.  Participants in the Plan are entitled toreceive cash severance payments and health and medical benefits in the eventtheir employment is terminated in connection with a change in control.

In the event the employment of any of our namedexecutive officers were to be terminated without cause or for good reason as ofDecember 31, 2006, or within 12 months following a change in control ofInsWeb, the following individuals would be entitled to payments in the amountsset forth opposite to their name in the below table:
| Name                | ** ** | **Cash Severance**         | ** **                      |
|---------------------|------------|---------------------------------|---------------------------------|
| Hussein A. Enan     |       | $—                         |                            |
| William D.  Griffin |       | $                               | 19,167 per month  for 12 months |   |
| L. Eric Loewe       |       | $                               | 16,667 per month  for 12 months |   |
| L. James Pickles    |       | $                               | 20,000 per month  for 12 months |   |
| Todd R. Ewing       |       | $16,667 per month for 6  months |                            |

We are not obligated to make any cash payments tothese executives if their employment is terminated by us for cause or by theexecutive not for good reason. No severance or benefits are provided for any ofthe executive officers in the event of death or disability. A change in controldoes not affect the amount or timing of these cash severance payments.

In the event the employment of any of our namedexecutive officers were to be terminated without cause or for good reason as ofDecember 31, 2006, or within 12 months following a change in control ofInsWeb, the following individuals would be entitled to accelerated vesting oftheir outstanding stock options described in the table below:

| Name               | ** ** | **Value of Equity Awards:  Termination Without   Cause or For Good Reason** | ** ** | **Value of Equity Awards:  In Connection With a   Change in Control (1)** |
|--------------------|------------|--------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------|
| Hussein A. Enan    |       | None.                                                                                                                    |       | None.                                                                                                                       |
|               |       |                                                                                                                     |       |                                                                                                                        |
| William D. Griffin |       | None.                                                                                                                    |       | Fully vested; 168,788 options with a value of  $80,022.                                                                     |
|               |       |                                                                                                                     |       |                                                                                                                        |
| L. Eric Loewe      |       | None.                                                                                                                    |       | Fully vested; 148,399 options with a value of  $70,491.                                                                     |
|               |       |                                                                                                                     |       |                                                                                                                        |
| L. James Pickles   |       | None.                                                                                                                    |       | Fully vested; 160,907 options with a value of  $78,278.                                                                     |
|               |       |                                                                                                                     |       |                                                                                                                        |
| Todd R. Ewing      |       | None.                                                                                                                    |       | Fully vested; 48,333 options with a value of  $12,266.                                                                      |

 

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(1)   Potential gains are net values based on the aggregate differencebetween the respective exercise prices and the closing sale price of our commonstock on December 29, 2006, which was $3.18 per share.

15

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**SubsequentEvents**

On January 25, 2007, the Compensation Committee of theBoard of Directors (the “Committee”) of InsWeb Corporation approved the 2007compensation plan for the company’s senior management, including the threeexecutive officers: the Chief Executive Officer, Chief Financial Officer, andGeneral Counsel and Secretary. The compensation plan is comprised of basecompensation, incentive compensation and option grants.  In approving the2007 compensation plan, the Committee considered, among other things,compensation for comparable publicly traded companies in the financial servicesand Internet marketing sectors.

As recommended by the Committee andapproved by the Board of Directors, the 2007 base compensation for seniormanagement, including the executive officers, will remain unchanged.  The incentive compensation componentapplies to key managers of InsWeb Corporation above a certain salary grade,including the Chief Financial Officer and the General Counsel and Secretary,but does not include the Chief Executive Officer.  If the year 2007operating plan, which includes profitability, is achieved in fiscal 2007,subject to certain adjustments, the Chief Financial Officer and theGeneral Counsel and Secretary each would receive a one-time incentive bonus of$30,000.

To align the compensation of the executiveofficers with increased shareholder value, the 2007 compensation plan alsoprovides an option grant of 50,000 shares to the Chief Executive Officer, andan option grant of 25,000 shares to both the Chief Financial Officer and theGeneral Counsel and Secretary. In addition, the 2007 compensation plan providesa performance option grant of 25,000 shares to the Chief ExecutiveOfficer, and a performance option grant of 15,000 shares to both the ChiefFinancial Officer and the General Counsel and Secretary; however,  these performance options vest only uponachievement of certain specified financial objectives.

Additionally, onJanuary 25, 2007, the Committee approved and the Board of Directors ratifiedthe year 2007 compensation for non-employee members of the Board of Directors.Non-employee directors Mr. Corroon and Mr. Orr will receive an annual retainer comprised of$20,000, payable on a quarterly basis, and an option grant of 13,333 shares, whichvests over one-year. Non-employeedirectors Mr. Chookaszian and Mr.Puccinelli will receive an annualretainer comprised of an option grant of 26,667 shares, which vests overone-year. The chairman of the Audit Committee, Mr. Orr, will receive an additionalfee of $2,500 for each regularly scheduled Audit Committee meeting attended.The annual retainers relate to the twelve-month period from January 2007through December 2007.

On April 16, 2007,InsWeb Corporation announced a reorganization of its senior staff to takeeffect immediately. L. James Pickles, Executive Vice President, has beenpromoted to President and Chief Operating Officer.  Secondly, KiranRasaretnam, Senior Vice President, Finance, has been promoted to ChiefFinancial Officer, replacing William Griffin, who will be leaving the Companyin May. Finally, Mr. Steve Yasuda, Vice President and Corporate Controller, hasbeen named Chief Accounting Officer.

Further on April16, 2007, the Committee approved a proposal from the Chief Executive Officer,Hussein A. Enan, to reduce his salary for 2007 to $12.  As a result, Mr.Enan’s salary for the period from April through December 31, 2007 will be $9.

16

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**Director Compensation**

For the year endedDecember 31, 2006, non-employee directors Mr. Corroon and Mr. Orr received anannual retainer of $20,000 and each received an option grant of 20,000 options.Non-employee director Mr. Puccinelli received an annual retainer of $10,000 andtotal option grants of 27,000 options. Non-employee director Mr. Chookaszianreceived an annual retainer of $10,000 and an option grant of 30,000 options.The chairman of the Audit Committee, Mr. Orr, received an additional fee of$2,500 for each regularly scheduled Audit Committee meeting attended. Theannual retainers relate to the twelve-month period from January 1, 2006 throughDecember 31, 2006. In addition, each director will be reimbursed for reasonableexpenses incurred in attending meetings of the Board.

In addition, alldirectors continue to receive an annual grant of options to purchase 5,000shares, with the date of grant being on or about July 1 of each year that theyserve. These options are fully vested. As with all options, the per-share exercise price of each such option willequal the fair market value of a share of Common Stock on the date of grant.

The followingtable presents the compensation paid to each of the Board of Directorsduring  the year ended December 31,2006:

**DirectorCompensation Table**

| Name                   | ** ** | **Fees Earned or  Paid in Cash** | ** ** | **Option  Awards (1)** | ** ** | **All other  Compensation** | ** ** | **Total  Compensation** | ** ** |
|------------------------|------------|------------------------------------------------------|------------|-----------------------------|------------|----------------------------------|------------|-------------------------|------------|
| Dennis H.  Chookaszian |       | $                                                    | 10,000     |                        | $          | 36,223                           |       | $                       | —     |   | $ | 46,223 |   |
| James M. Corroon       |       | $                                                    | 27,500     |                        | $          | 26,289                           |       | $                       | —     |   | $ | 53,789 |   |
| Thomas W. Orr          |       | $                                                    | 37,500     |                        | $          | 26,289                           |       | $                       | —     |   | $ | 63,789 |   |
| Robert A. Puccinelli   |       | $                                                    | 17,500     |                        | $          | 33,348                           |       | $                       | —     |   | $ | 50,848 |   |

 

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(1)   Valuation based on the dollar amount of optiongrants (see “Grant of Plan-Based Awards” below) recognized for financialstatement reporting purposes pursuant to FAS 123(R) with respect to year 2006.The assumptions used by us with respect to the valuation of option grants areset forth in “InsWeb Corporation Consolidated Financial Statements–Notes toFinancial Statements–Note 3–Stock Based Payments.”

17

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**Grant of Plan-Based Awards**

The followingtable sets forth certain information with respect to the options granted duringthe year ended December 31, 2006 to each of the Board of Directors.

**Grantof Plan-Based Awards Table**
| Name                  | ** ** | **Grant Date** | ** ** | **Number of Shares  of Common Stock  Underlying  Options** | ** ** | **Exercise Price of  Option Awards  ($/Share)** | ** ** | **Grant Date Fair  Value of Option  Awards** | ** ** | **Grant Date Fair  Value of a Share (1)** | ** ** |
|-----------------------|------------|---------------------|------------|--------------------------------------------------------------------------------|------------|----------------------------------------------------------------|------------|------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|
| Dennis H. Chookaszian |       | 4/20/2006           |       | 30,000                                                                         |       | $                                                              | 2.05       |                                                             | $          | 29,802                                                                  |       | $ | 0.99 |   |
|                       |       | 6/30/2006           |       | 5,000                                                                          |       | $                                                              | 2.65       |                                                             | $          | 6,421                                                                   |       | $ | 1.28 |   |
| James M. Corroon      |       | 4/20/2006           |       | 20,000                                                                         |       | $                                                              | 2.05       |                                                             | $          | 19,868                                                                  |       | $ | 0.99 |   |
|                  |       | 6/30/2006           |       | 5,000                                                                          |       | $                                                              | 2.65       |                                                             | $          | 6,421                                                                   |       | $ | 1.28 |   |
| Thomas W. Orr         |       | 4/20/2006           |       | 20,000                                                                         |       | $                                                              | 2.05       |                                                             | $          | 19,868                                                                  |       | $ | 0.99 |   |
|                       |       | 6/30/2006           |       | 5,000                                                                          |       | $                                                              | 2.65       |                                                             | $          | 6,421                                                                   |       | $ | 1.28 |   |
| Robert A.  Puccinelli |       | 4/20/2006           |       | 20,000                                                                         |       | $                                                              | 2.05       |                                                             | $          | 19,868                                                                  |       | $ | 0.99 |   |
|                  |       | 6/30/2006           |       | 5,000                                                                          |       | $                                                              | 2.65       |                                                             | $          | 6,421                                                                   |       | $ | 1.28 |   |
|                  |       | 10/25/2006          |       | 7,000                                                                          |       | $                                                              | 2.30       |                                                             | $          | 7,059                                                                   |       | $ | 1.01 |   |

 

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(2)          Valuationbased on the dollar amount of option grants recognized for financial statementreporting purposes pursuant to FAS 123(R) with respect to year 2006. Theassumptions used by us with respect to the valuation of option grants are setforth in “InsWeb Corporation Consolidated Financial Statements–Notes toFinancial Statements–Note 3–Stock Based Payments.”

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**Item 12. Security Ownershipof Certain Beneficial Owners and Management and Related Stockholder Matters.**

The following table sets forth,as of April 26, 2007, certain information with respect to the beneficialownership of InsWeb’s Common Stock by (i) each stockholder known by InsWebto be the beneficial owner of more than 5% of InsWeb’s Common Stock,(ii) each director of InsWeb, (iii) the executive officers of InsWeb,and (iv) all current directors and executive officers of InsWeb as agroup.
| Name of Beneficial Owner (1)                          | ** ** | **Number of Shares  Beneficially Owned** | ** ** | **Percent of Common  Stock Outstanding (2)** | ** ** |
|---------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|------------------------------------------------------------------|------------|
| **5%  Stockholders**                                                      |       |                                                    |       |                                                             |       |
| Hassan Elsawaf (3)                                                        |       | 519,420                                                 |       | 11.7                                                             | %          |
| Lloyd I. Miller  III (4)                                                  |       | 526,104                                                 |       | 11.8                                                             | %          |
| **Directors  and Executive Officers**                                     |       |                                                    |       |                                                             |       |
| Hussein A. Enan  (5)                                                      |       | 1,652,276                                               |       | 33.9                                                             | %          |
| James M. Corroon  (6)                                                     |       | 66,828                                                  |       | 1.4                                                              | %          |
| Dennis H.  Chookaszian (7)                                                |       | 99,728                                                  |       | 2.2                                                              | %          |
| Thomas W. Orr  (8)                                                        |       | 71,255                                                  |       | 1.6                                                              | %          |
| Robert A.  Puccinelli (9)                                                 |       | 82,901                                                  |       | 1.8                                                              | %          |
| William D.  Griffin (10)                                                  |       | 60,418                                                  |       | 1.3                                                              | %          |
| L. Eric Loewe  (11)                                                       |       | 166,483                                                 |       | 3.6                                                              | %          |
| Current directors and  executive officers as a group (7 persons)(12) |       | 2,199,889                                               |       | 40.7                                                             | %          |

 

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*                                         Less than 1%.

(1)                                  Except as otherwise describedbelow, each of the persons named in the table above has sole voting andinvestment power with respect to all shares of Common Stock shown asbeneficially owned by them, subject to community property laws where applicableand to the information contained in the footnotes to this table.

(2)                                  Calculated on the basisof 4,445,205 shares of Common Stock outstanding as of April 26, 2007. Sharesof common stock subject to options presently exercisable or exercisable within60 days of April 26, 2007, are deemed to be outstanding for the purposeof computing the percentage ownership of the person holding the options, butare not treated as outstanding for the purpose of computing the percentageownership for any other person or entity.

(3)                                  The address for Mr. Elsawafis c/o InsWeb Corporation, 11290 Pyrites Way, Suite 200, Gold River, California95670.

(4)                                  Based on informationcontained in a Schedule 13G filed by the stockholder with the Securities andExchange Commission on March 27, 2007, the address for Mr. Miller is 4500Gordon Drive, Naples, Florida 34102.

(5)                                  Includes 41,250 sharesheld by Mr. Enan’s spouse. Also includes 424,197 shares subject to optionsexercisable within 60 days following April 26, 2007. The address for Mr. Enan is c/o InsWeb Corporation, 11290 PyritesWay, Suite 200, Gold River, California 95670.

(6)           Includes 66,828 shares subject to options exercisablewithin 60 days following April26, 2007.

(7)                                  Includes 416 shares heldby Mr. Chookaszian’s spouse, which he disclaims beneficial ownership of.Also, includes 86,812 shares subject to options exercisable within 60 daysfollowing May 25, 2007.

(8)                                  Includes 71,255 sharessubject to options exercisable within 60 days following April 26, 2007.

(9)                                  Includes 82,901 sharessubject to options exercisable within 60 days following April 26, 2007.

(10)                            Includes 60,418 sharessubject to options exercisable within 60 days following April 26, 2007.

(11)                            Includes 165,183 sharessubject to options exercisable within 60 days following April 26, 2007.

(12)                            Includes 957,594 sharessubject to options exercisable within 60 days following April 26, 2007.

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**Equity Compensation Plan Information**

InsWeb currently maintains three equity compensationplans that provide for the issuance of InsWeb Common Stock to employees,officers, directors, independent contractors and consultants of InsWeb and itssubsidiaries.  These consist of the 1997Stock Option Plan, the Senior Executive Option Plan and the 1999 Employee StockPurchase Plan, all of which have been approved by the stockholders.  The following table sets forth informationregarding outstanding options and shares reserved for future issuance under theforegoing plans as of December 31, 2006:
|                                                             | ** ** | **Number of securities  to be issued upon  exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted average  exercise price of  outstanding options,  warrants and rights** | ** ** | **Number of  securities  remaining available  for future issuance** | ** ** |
|-------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|
|                                                        |       |                                                                                                                                             |       |                                                                                                             |       |                                                                                    |       |
| Equity compensation  plans approved by security holders     |       | 1,923,000                                                                                                                                        |       | $                                                                                                                | 5.90       |                                                                                    | 606,000    |   |
| Equity compensation  plans not approved by security holders |       | —                                                                                                                                           |       | —                                                                                                           |       | —                                                                                  |       |
|                                                             |            |                                                                                                                                                  |            |                                                                                                                  |            |                                                                                         |            |  |

 

**Item 13. CertainRelationships and Related Transactions.**

**RelatedPerson Transactions**

None.

**RelatedPerson Transaction Review Policies**

                 InsWeb has established andmaintains procedures for the review of related party transactions. Theseprocedures are embodied in written guidelines of the charter adopted by theAudit Committee of the Board of Directors.

                InsWeb utilizes the Audit Committeeas the authority for review and approval of related party transactions. TheAudit Committee has full discretion to determine the scope of review that isappropriate in considering any related party transaction. The types oftransactions covered by the guidelines are as follows:

·                  An InsWebofficer or director required to file reports under Section 16 of theExchange Act;

·                  a person who isan immediate family member of a Section 16 officer or director; or

·                  an entity which isowned or controlled by someone listed in 1 or 2 above, or an entity in whichsomeone listed in 1 or 2 above has a substantial ownership interest or controlof such entity.

A related partytransaction between InsWeb and any related person includes any transactionsrequiring disclosure under Item 404 of Regulation S-K under theExchange Act and excludes:

·      transactions available to all employeesgenerally; or

·      transactions involving less than $120,000per annum when aggregated with all similar transactions.

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**Item 14.Principal Accountant Fees and Services**

## **PRINCIPAL ACCOUNTANT FEES**

The following table sets forththe aggregate fees billed to InsWeb for the years ended December 31, 2006 and2005 by InsWeb’s principal accounting firm, Ernst & Young LLP:
|                         | ** ** | **2006** | ** ** | **2005** | ** ** |
|-------------------------|------------|----------|------------|----------|------------|
|                    |       |     |       |     |       |
| Audit Fees (1)          |       | $        | 435,000    |     | $          | 556,000 |   |
| Audit-Related  Fees (2) |       | 35,000   |       | 30,000   |       |
| Tax Fees (3)            |       | 62,582   |       | 68,752   |       |
|                    |       |     |       |     |       |
|                    |       | $        | 532,582    |     | $          | 654,752 |   |

 

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(1)                                  Audit fees consist of fees billed for servicesrelated to the audit of InsWeb’s financial statements (including requiredquarterly reviews) and other procedures required to be performed by theindependent registered public accounting firm to be able to form an opinion onthe Company’s consolidated financial statements.

(2)                                  Audit-related fees consist of fees billedfor services related to assurance and related services that are reasonablyrelated to the performance of the audit or review of the Company’s financialstatements or that are traditionally performed by the independent registeredpublic accounting firm. Audit-related services in 2006 and 2005 consistedof the audit of the Company’s employee benefit plan.

(3)                                  Tax fees consist of fees billed for servicesrelated to tax return preparation, tax compliance, tax planning and tax advice.

The Audit Committee consideredthe role of Ernst & Young LLP in providing non-audit services toInsWeb and has concluded that such services are compatible withErnst & Young’s independence as InsWeb’s independent registered publicaccounting firm.

**Pre-Approval Policies and Procedures**

The Audit Committee has adopted apolicy that requires advance approval of all audit, audit-related, taxservices, and other services performed by the independent registered publicaccounting firm. The policy provides for pre-approval by the Audit Committee ofspecifically defined audit and non-audit services. Unless the specific servicehas been pre-approved with respect to that year, the Audit Committee mustapprove the permitted service before the independent registered publicaccounting firm is engaged to perform it. The Audit Committee has delegated tothe chair of the Audit Committee the authority to approve permitted services,provided that the chair reports any decisions to the Audit Committee at its nextscheduled meeting.

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**PART IV**

**Item 15. Exhibits,Financial Statement Schedules.**
| Exhibit  Number | ** ** | **Description of Document**                                                                                |
|-----------------|------------|------------------------------------------------------------------------------------------------------------|
| 31.1            |       | Certification of Chief  Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 |
| 31.2            |       | Certification of Chief  Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 |

 

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**SIGNATURES**

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934 the Registranthas duly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized, on April 30, 2007.
|        |   |   |   | InsWeb Corporation |
|--------|--------|--------|--------|--------------------|
|   |   |   |   |               |
|   |   |   |   |               |
|   |   |   |   | By:                | /s/ KIRAN  RASARETNAM |
|   |   |   |   |               | Kiran Rasaretnam |
|   |   |   |   |               | *Chief Financial Officer* |

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, this report has been signed by thefollowing persons on behalf of the Registrant and in the capacities and on thedates indicated:
| Signature                 | ** ** | **Title**                                                | ** ** | **Date**       |
|---------------------------|------------|----------------------------------------------------------|------------|----------------|
| ** **                | ** ** | ** **                                               | ** ** | ** **     |
| /s/ HUSSEIN A. ENAN       |       |                                                     |       |           |
| Hussein A. Enan           |       |                                                     |       |           |
|                      |       | Chairman of the Board and Chief Executive Officer        |       | April 30, 2007 |
|                      |       |                                                     |       |           |
| /s/ STEVEN J. YASUDA      |       |                                                     |       |           |
| Steven J. Yasuda          |       |                                                     |       |           |
|                      |       | Chief Accounting Officer (Principal Accounting  Officer) |       | April 30, 2007 |
|                      |       |                                                     |       |           |
| /s/ JAMES M. CORROON      |       |                                                     |       |           |
| James M. Corroon          |       |                                                     |       |           |
|                      |       | Vice Chairman of the Board                               |       | April 30, 2007 |
|                      |       |                                                     |       |           |
| /s/ DENNIS H. CHOOKASZIAN |       |                                                     |       |           |
| Dennis H.  Chookaszian    |       |                                                     |       |           |
|                      |       | Director                                                 |       | April 30, 2007 |
|                      |       |                                                     |       |           |
| /s/ THOMAS W. ORR         |       |                                                     |       |           |
| Thomas W. Orr             |       |                                                     |       |           |
|                      |       | Director                                                 |       | April 30, 2007 |
|                      |       |                                                     |       |           |
| /s/ ROBERT A. PUCCINELLI  |       |                                                     |       |           |
| Robert A.  Puccinelli     |       |                                                     |       |           |
|                      |       | Director                                                 |       | April 30, 2007 |

 

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