Amendment to the Infonet Services Corporation Deferred Income Plan


 EXHIBIT 10.4(a) 
  
 AMENDMENT TO 
 THE INFONET SERVICES CORPORATION 
 DEFERRED INCOME PLAN 
  
 THIS AMENDMENT, by Infonet Services Corporation (the “Company”), is made with reference to the following
facts: 
  
 The Company has adopted the Infonet Services
Corporation Deferred Income Plan (the “Plan”), which reserves to the Company the right to amend said Plan (Section 7.1 thereof). The Company has executed this Amendment for the purpose of amending the administrative provisions of the Plan.

  
 NOW, THEREFORE, the INFONET SERVICES CORPORATION
DEFERRED INCOME PLAN is hereby amended as follows, effective as of November 19, 2003: 
  
 I. 
  
 Article VI of the Plan is
hereby amended and restated in its entirety to read as follows: 
  
 “6.1 Administration. The IDIP shall be administered by the Compensation Committee, which shall have all such powers as are necessary for the operation and administration of the IDIP, or by such other
person or persons to whom the Compensation Committee may delegate all or part of the Compensation Committee’s powers or responsibilities hereunder. With respect to all matters pertaining to the IDIP, the Compensation Committee or its designated
delegate shall be responsible for the operation and administration of the IDIP and shall have the power in its good faith discretion to interpret the IDIP and all documents relating thereto and to make such other determinations as maybe required or
appropriate. 
  
 6.2 Delegation of Powers;
Reliance on Third Parties. The Compensation Committee may delegate its powers as appropriate and may engage counsel and such clerical, financial, investment, accounting and other specialized services as it may deem necessary or desirable for the
operation and administration of the IDIP. The Compensation Committee shall be entitled to rely upon any such opinions, reports or other advice furnished by counsel or other specialists engaged for such purpose and, in so relying, shall be fully
protected in any action, determination or mission taken or made in good faith. 
  
 6.3 Indemnification. Infonet shall defend, indemnify and hold harmless the Compensation Committee (and each member thereof) and any
other person or committee to whom it has delegated any of its responsibilities hereunder from any and all claims, losses, damages, expenses (including reasonable attorneys’ fees and expenses) and liabilities (collectively “Liability”)
arising from any action, failure to act, or other conduct in their official capacity under the IDIP, except with respect to any Liability which results from an individual’s own gross negligence or willful misconduct. 






 II. 
  
 Section 10.20 of the Plan is amended to read in its entirety as follows: 
  
 “10.20 “Plan Administrator” shall mean the Compensation Committee of the Board of
Directors.” 
  
 IN WITNESS WHEREOF, the Company has
caused this Amendment to be executed as of November 19, 2003. 
  

							
	 	 	 INFONET SERVICES CORPORATION

			
	 Date: January 15, 2004
	 	 By:
	 	 /s/    PAUL A. GALLEBERG


	 	 	 	 	 Name:
	 	 Paul A. Galleberg

	 	 	 	 	 Title:
	 	 Senior Vice President, General

	 	 	 	 	 	 	 Counsel


  

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