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                                                                   EXHIBIT 10.60

QUADRAMED CORPORATION
Deferred Compensation Plan
Master Plan Document
================================================================================








                            EFFECTIVE JANUARY 1, 2000


















                               COPYRIGHT (C) 1999
                      BY COMPENSATION RESOURCE GROUP, INC.
                               ALL RIGHTS RESERVED


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QUADRAMED CORPORATION
Deferred Compensation Plan
Master Plan Document
================================================================================

<TABLE>
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                                        TABLE OF CONTENTS
                                                                                            PAGE
                                                                                            ----

<S>              <C>                                                                        <C>
PURPOSE         ...............................................................................1


ARTICLE 1       DEFINITIONS....................................................................1


ARTICLE 2       SELECTION, ENROLLMENT, ELIGIBILITY.............................................6

         2.1    SELECTION BY COMMITTEE.........................................................6
         2.2    ENROLLMENT REQUIREMENTS........................................................7
         2.3    ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................7
         2.4    TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................7

ARTICLE 3       DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING TAXES..........................7

         3.1    MINIMUM DEFERRALS..............................................................7
         3.2    MAXIMUM DEFERRAL...............................................................8
         3.3    ELECTION TO DEFER; EFFECT OF ELECTION FORM.....................................8
         3.4    WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.........................................9
         3.5    ANNUAL COMPANY CONTRIBUTION AMOUNT.............................................9
         3.6    ANNUAL COMPANY MATCHING AMOUNT.................................................9
         3.7    INVESTMENT OF TRUST ASSETS....................................................10
         3.8    VESTING.......................................................................10
         3.9    CREDITING/DEBITING OF ACCOUNT BALANCES........................................10
         3.10   FICA AND OTHER TAXES..........................................................12

ARTICLE 4       SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES; WITHDRAWAL ELECTION;
                401(k) ROLL-OVER..............................................................13

         4.1    SHORT-TERM PAYOUT.............................................................13
         4.2    OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM................................13
         4.3    WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........13
         4.4    WITHDRAWAL ELECTION...........................................................14

ARTICLE 5       RETIREMENT BENEFIT............................................................14

         5.1    RETIREMENT BENEFIT............................................................14
         5.2    PAYMENT OF RETIREMENT BENEFIT.................................................14
         5.3    DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT...............................15

ARTICLE 6       PRE-RETIREMENT SURVIVOR BENEFIT...............................................15

         6.1    PRE-RETIREMENT SURVIVOR BENEFIT...............................................15
</TABLE>

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Deferred Compensation Plan
Master Plan Document
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<S>             <C>                                                                           <C>
         6.2    PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................................15

ARTICLE 7       TERMINATION BENEFIT...........................................................16

         7.1    TERMINATION BENEFIT...........................................................16
         7.2    PAYMENT OF TERMINATION BENEFIT................................................16

ARTICLE 8       DISABILITY WAIVER AND BENEFIT.................................................16

         8.1    DISABILITY WAIVER.............................................................16
         8.2    CONTINUED ELIGIBILITY; DISABILITY BENEFIT.....................................16

ARTICLE 9       BENEFICIARY DESIGNATION.......................................................17

         9.1    BENEFICIARY...................................................................17
         9.2    BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................17
         9.3    ACKNOWLEDGEMENT...............................................................17
         9.4    NO BENEFICIARY DESIGNATION....................................................17
         9.5    DOUBT AS TO BENEFICIARY.......................................................17
         9.6    DISCHARGE OF OBLIGATIONS......................................................18

ARTICLE 10      LEAVE OF ABSENCE..............................................................18

         10.1   PAID LEAVE OF ABSENCE.........................................................18
         10.2   UNPAID LEAVE OF ABSENCE.......................................................18

ARTICLE 11      TERMINATION, AMENDMENT OR MODIFICATION........................................18

         11.1   TERMINATION...................................................................18
         11.2   AMENDMENT.....................................................................19
         11.3   PLAN AGREEMENT................................................................19
         11.4   EFFECT OF PAYMENT.............................................................19

ARTICLE 12      ADMINISTRATION................................................................19

         12.1   COMMITTEE DUTIES..............................................................19
         12.2   ADMINISTRATION UPON CHANGE IN CONTROL.........................................20
         12.3   AGENTS........................................................................20
         12.4   BINDING EFFECT OF DECISIONS...................................................20
         12.5   INDEMNITY OF COMMITTEE........................................................20
         12.6   EMPLOYER INFORMATION..........................................................21

ARTICLE 13      OTHER BENEFITS AND AGREEMENTS.................................................21

         13.1   COORDINATION WITH OTHER BENEFITS..............................................21

ARTICLE 14      CLAIMS PROCEDURES.............................................................21
</TABLE>

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Deferred Compensation Plan
Master Plan Document
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<S>             <C>                                                                           <C>
ARTICLE 15      TRUST.........................................................................21

         15.1   ESTABLISHMENT OF THE TRUST....................................................21
         15.2   INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................21
         15.3   DISTRIBUTIONS FROM THE TRUST..................................................21

ARTICLE 16      MISCELLANEOUS.................................................................22

         16.1   STATUS OF PLAN................................................................22
         16.2   UNSECURED GENERAL CREDITOR....................................................22
         16.3   EMPLOYER'S LIABILITY..........................................................22
         16.4   NONASSIGNABILITY..............................................................22
         16.5   NOT A CONTRACT OF EMPLOYMENT..................................................22
         16.6   FURNISHING INFORMATION........................................................22
         16.7   TERMS.........................................................................23
         16.8   CAPTIONS......................................................................23
         16.9   GOVERNING LAW.................................................................23
         16.10  NOTICE........................................................................23
         16.11  SUCCESSORS....................................................................23
         16.12  SPOUSE'S INTEREST.............................................................23
         16.13  VALIDITY......................................................................23
         16.14  INCOMPETENT...................................................................24
         16.15  COURT ORDER...................................................................24
         16.16  DISTRIBUTION IN THE EVENT OF TAXATION.........................................24
         16.17  INSURANCE.....................................................................24
         16.18  LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL..........................25
</TABLE>

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QUADRAMED CORPORATION
Deferred Compensation Plan
Master Plan Document
================================================================================

                              QUADRAMED CORPORATION
                           DEFERRED COMPENSATION PLAN
                            Effective January 1, 2000

                                     PURPOSE

        The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future business
success of QuadraMed, a Delaware corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

                                    ARTICLE 1
                                   DEFINITIONS

        For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1     "Account Balance" shall mean, with respect to a Participant, a credit on
        the records of the Employer equal to the sum of (i) the Deferral Account
        balance, (ii) the vested Company Contribution Account balance and (iii)
        the vested Company Matching Account balance. The Account Balance, and
        each other specified account balance, shall be a bookkeeping entry only
        and shall be utilized solely as a device for the measurement and
        determination of the amounts to be paid to a Participant, or his or her
        designated Beneficiary, pursuant to this Plan.

1.2     "Annual Bonus" shall mean any compensation, in addition to Base Annual
        Salary relating to services performed during any calendar year, whether
        or not paid in such calendar year or included on the Federal Income Tax
        Form W-2 for such calendar year, payable to a Participant as an Employee
        under any Employer's annual bonus and cash incentive plans, excluding
        stock options.

1.3     "Annual Company Contribution Amount" shall mean, for any one Plan Year,
        the amount determined in accordance with Section 3.5.

1.4     "Annual Company Matching Amount" for any one Plan Year shall be the
        amount determined in accordance with Section 3.6.

1.5     "Annual Deferral Amount" shall mean that portion of a Participant's Base
        Annual Salary, Annual Bonus and Directors Fees that a Participant elects
        to have, and is deferred, in accordance with Article 3, for any one Plan
        Year. In the event of a Participant's Retirement, Disability (if
        deferrals cease in accordance with Section 8.1), death or a Termination
        of Employment prior to the end of a Plan Year, such year's Annual
        Deferral Amount shall be the actual amount withheld prior to such event.

1.6     "Annual Installment Method" shall be an annual installment payment over
        the number of years selected by the Participant in accordance with this
        Plan, calculated as follows: The Account Balance of the Participant
        shall be calculated as of the close of business on the last business day
        of the year. The annual installment shall be calculated by multiplying
        this balance by a fraction,

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        the numerator of which is one, and the denominator of which is the
        remaining number of annual payments due the Participant. By way of
        example, if the Participant elects a 10 year Annual Installment Method,
        the first payment shall be 1/10 of the Account Balance, calculated as
        described in this definition. The following year, the payment shall be
        1/9 of the Account Balance, calculated as described in this definition.
        Each annual installment shall be paid on or as soon as practicable after
        the last business day of the applicable year.

1.7     "Base Annual Salary" shall mean W-2 wages of the Employee for such
        calendar year, excluding bonuses, overtime, fringe benefits, stock
        options, relocation expenses, incentive payments, non-monetary awards,
        directors fees and other fees, automobile and other allowances paid to a
        Participant for employment services rendered (whether or not such
        allowances are included in the Employee's gross income). Base Annual
        Salary shall be calculated before reduction for compensation voluntarily
        deferred or contributed by the Participant pursuant to all qualified or
        non-qualified plans of any Employer and shall be calculated to include
        amounts not otherwise included in the Participant's gross income under
        Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
        established by any Employer; provided, however, that all such amounts
        will be included in compensation only to the extent that, had there been
        no such plan, the amount would have been payable in cash to the
        Employee.

1.8     "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 9, that are entitled to
        receive benefits under this Plan upon the death of a Participant.

1.9     "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.10    "Board" shall mean the board of directors of the Company.

1.11    "Cause" shall have the meaning assigned to such term in a Participant's
        employment agreement with the Employer, or if the Participant has no
        such employment agreement, the meaning assigned to such term in the
        QuadraMed Employee Manual, as such manual may be amended from time to
        time.

1.12    "Change in Control" shall mean the first to occur of any of the
        following events:

        (a)    a merger or acquisition in which the Company is not the surviving
               entity, except for a transaction the principal purpose of which
               is to change the State of the Company's incorporation;

        (b)    a stockholder sale, transfer or other disposition of all or
               substantially all of the assets of the Company;

        (c)    a transfer of all or substantially all of the Company's assets
               pursuant to a partnership or joint venture agreement or similar
               arrangement where the Company's resulting interest is less than
               fifty percent (50%);

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Master Plan Document
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        (d)    any reverse merger in which the Company is the surviving entity
               but in which fifty percent (50%) or more of the Company's
               outstanding voting stock is transferred to holders different from
               those who held the stock immediately prior to such merger;

        (e)    on or after the date hereof, a change in ownership of the Company
               through an action or series of transactions, such that any person
               is or becomes the beneficial owner, directly or indirectly, of
               securities of the Company representing fifty percent (50%) or
               more of the securities of the combined voting power of the
               Company's outstanding securities; or

        (f)    a majority of the members of the Board are replaced during any
               twelve-month period by directors whose appointment or election is
               not endorsed by a majority of the members of the Board prior to
               the date of such appointment of election.


1.13    "Code" shall mean the Internal Revenue Code of 1986, as it may be
        amended from time to time.

1.14    "Committee" shall mean the committee described in Article 12.

1.15    "Company" shall mean QuadraMed Corporation, a Delaware corporation, and
        any successor to all or substantially all of the Company's assets or
        business.

1.16    "Company Contribution Account" shall mean (i) the sum of the
        Participant's Annual Company Contribution Amounts, plus (ii) amounts
        credited in accordance with all the applicable crediting provisions of
        this Plan that relate to the Participant's Company Contribution Account,
        less (iii) all distributions made to the Participant or his or her
        Beneficiary pursuant to this Plan that relate to the Participant's
        Company Contribution Account.

1.17    "Company Matching Account" shall mean (i) the sum of all of a
        Participant's Annual Company Matching Amounts, plus (ii) amounts
        credited in accordance with all the applicable crediting provisions of
        this Plan that relate to the Participant's Company Matching Account,
        less (iii) all distributions made to the Participant or his or her
        Beneficiary pursuant to this Plan that relate to the Participant's
        Company Matching Account.

1.18    "Deduction Limitation" shall mean the following described limitation on
        a benefit that may otherwise be distributable pursuant to the provisions
        of this Plan. Except as otherwise provided, this limitation shall be
        applied to all distributions that are "subject to the Deduction
        Limitation" under this Plan. If an Employer determines in good faith
        prior to a Change in Control that there is a reasonable likelihood that
        any compensation paid to a Participant for a taxable year of the
        Employer would not be deductible by the Employer solely by reason of the
        limitation under Code Section 162(m), then to the extent deemed
        necessary by the Employer to ensure that the entire amount of any
        distribution to the Participant pursuant to this Plan prior to the
        Change in Control is deductible, the Employer may defer all or any
        portion of a distribution under this Plan. Any amounts deferred pursuant
        to this limitation shall continue to be credited/debited with additional
        amounts in accordance with Section 3.9 below, even if such amount is
        being paid out in installments. The amounts so deferred and amounts
        credited thereon shall be distributed to the Participant or his or her
        Beneficiary (in the event of the Participant's death) at the earliest
        possible date, as determined by the Employer in good faith, on which the
        deductibility of


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Master Plan Document
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        compensation paid or payable to the Participant for the taxable year of
        the Employer during which the distribution is made will not be limited
        by Section 162(m), or if earlier, the effective date of a Change in
        Control. Notwithstanding anything to the contrary in this Plan, the
        Deduction Limitation shall not apply to any distributions made after a
        Change in Control.

1.19    "Deferral Account" shall mean (i) the sum of all of a Participant's
        Annual Deferral Amounts, plus (ii) amounts credited in accordance with
        all the applicable crediting provisions of this Plan that relate to the
        Participant's Deferral Account, less (iii) all distributions made to the
        Participant or his or her Beneficiary pursuant to this Plan that relate
        to his or her Deferral Account.

1.20    "Director" shall mean any member of the board of directors of any
        Employer.

1.21    "Directors Fees" shall mean the annual fees paid by any Employer,
        including retainer fees and meetings fees, as compensation for serving
        on the board of directors.

1.22    "Disability" shall mean a period of disability during which a
        Participant qualifies for permanent disability benefits under the
        Participant's Employer's long-term disability plan, or, if a Participant
        does not participate in such a plan, a period of disability during which
        the Participant would have qualified for permanent disability benefits
        under such a plan had the Participant been a participant in such a plan,
        as determined in the sole discretion of the Committee. If the
        Participant's Employer does not sponsor such a plan, or discontinues to
        sponsor such a plan, Disability shall be determined by the Committee in
        its sole discretion.

1.23    "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24    "Election Form" shall mean the form established from time to time by the
        Committee that a Participant completes, signs and returns to the
        Committee to make an election under the Plan.

1.25    "Employee" shall mean a person who is an employee of any Employer.

1.26    "Employer(s)" shall mean the Company and/or any of its subsidiaries (now
        in existence or hereafter formed or acquired) that have been selected by
        the Board to participate in the Plan and have adopted the Plan as a
        sponsor.

1.27    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as it may be amended from time to time.

1.28    "First Plan Year" shall mean the period beginning January 1, 2000 and
        ending December 31, 2000.

1.29    "401(k) Plan" shall be that certain QuadraMed Corporation 401(k) Plan,
        dated July 1, 1996 adopted by the Company.

1.30    "Involuntary Termination of Employment" shall mean the Termination of
        Employment of a Participant who has an employment agreement with an
        Employer, but only if such Termination of Employment meets the
        requirements for an involuntary termination of employment under the
        terms of such employment agreement. Any use of the term "Involuntary
        Termination of Employment" in this Plan shall not apply to any
        Participant who does not have a currently effective employment agreement
        with an Employer containing the defined term "Involuntary Termination of
        Employment".

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1.31    "Maximum 401(k) Amount" with respect to a Participant, shall be the
        maximum amount of elective contributions that can be made by such
        Participant, consistent with Code Section 402(g) and the limitations of
        Code Section 401(k)(3), for a given plan year under the 401(k) Plan.

1.32    "Measurement Fund" shall have the meaning set forth in Section 3.9(c).

1.33    "Participant" shall mean any Employee or Director (i) who is selected to
        participate in the Plan, (ii) who elects to participate in the Plan,
        (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
        Designation Form, (iv) whose signed Plan Agreement, Election Form and
        Beneficiary Designation Form are accepted by the Committee, (v) who
        commences participation in the Plan, and (vi) whose Plan Agreement has
        not terminated. A spouse or former spouse of a Participant shall not be
        treated as a Participant in the Plan or have an account balance under
        the Plan, even if he or she has an interest in the Participant's
        benefits under the Plan as a result of applicable law or property
        settlements resulting from legal separation or divorce. An individual
        shall continue to be a Participant in the Plan while he or she is
        receiving benefits.

1.34    "Plan" shall mean the Company's Deferred Compensation Plan, which shall
        be evidenced by this instrument and by each Plan Agreement, as they may
        be amended from time to time.

1.35    "Plan Agreement" shall mean a written agreement, as may be amended from
        time to time, which is entered into by and between an Employer and a
        Participant. Each Plan Agreement executed by a Participant and the
        Participant's Employer shall provide for the entire benefit to which
        such Participant is entitled under the Plan; should there be more than
        one Plan Agreement, the Plan Agreement bearing the latest date of
        acceptance by the Employer shall supersede all previous Plan Agreements
        in their entirety and shall govern such entitlement. The terms of any
        Plan Agreement may be different for any Participant, and any Plan
        Agreement may provide additional benefits not set forth in the Plan or
        limit the benefits otherwise provided under the Plan; provided, however,
        that any such additional benefits or benefit limitations must be agreed
        to by both the Employer and the Participant.

1.36    "Plan Year" shall mean a period beginning on January 1 of each calendar
        year and continuing through December 31 of such calendar year.

1.37    "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
        Article 6.

1.38    "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
        Employee, severance from employment from all Employers for any reason
        other than a leave of absence, death or Disability on or after the
        earlier of the attainment of (a) age sixty (60) or (b) age fifty-five
        (55) with Ten (10) Years of Service; and shall mean with respect to a
        Director who is not an Employee, severance of his or her directorships
        with all Employers on or after the later of (y) the attainment of age
        seventy (70), or (z) in the sole discretion of the Committee, an age
        later than age seventy (70). If a Participant is both an Employee and a
        Director, Retirement shall not occur until he or she Retires as both an
        Employee and a Director, which Retirement shall be deemed to be a
        Retirement as a Director; provided, however, that such a Participant may
        elect, at least three years prior to Retirement and in accordance with
        the policies and procedures established by the Committee, to Retire for
        purposes of this Plan at the time he or she Retires as an Employee,
        which Retirement shall be deemed to be a Retirement as an Employee.

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1.39    "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.40    "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.41    "Termination Benefit" shall mean the benefit set forth in Article 7.

1.42    "Termination of Employment" shall mean the severing of employment with
        all Employers, or service as a Director of all Employers, voluntarily or
        involuntarily, for any reason other than Retirement, Disability, death
        or an authorized leave of absence. If a Participant is both an Employee
        and a Director, a Termination of Employment shall occur only upon the
        termination of the last position held; provided, however, that such a
        Participant may elect, at least three years before Termination of
        Employment and in accordance with the policies and procedures
        established by the Committee, to be treated for purposes of this Plan as
        having experienced a Termination of Employment at the time he or she
        ceases employment with an Employer as an Employee.

1.43    "Trust" shall mean one or more trusts established pursuant to that
        certain Master Trust Agreement, dated as of January 1, 2000 between the
        Company and the trustee named therein, as amended from time to time.

1.44    "Unforeseeable Financial Emergency" shall mean an unanticipated
        emergency that is caused by an event beyond the control of the
        Participant that would result in severe financial hardship to the
        Participant resulting from (i) a sudden and unexpected illness or
        accident of the Participant or a dependent of the Participant, (ii) a
        loss of the Participant's property due to casualty, or (iii) such other
        extraordinary and unforeseeable circumstances arising as a result of
        events beyond the control of the Participant, all as determined in the
        sole discretion of the Committee.

1.45    "Years of Plan Participation" shall mean the total number of full Plan
        Years a Participant has been a Participant in the Plan prior to his or
        her Termination of Employment (determined without regard to whether
        deferral elections have been made by the Participant for any Plan Year).
        Any partial year shall not be counted. Notwithstanding the previous
        sentence, a Participant's first Plan Year of participation shall be
        treated as a full Plan Year for purposes of this definition, even if it
        is only a partial Plan Year of participation.

1.46    "Years of Service" shall mean the total number of full years after the
        effective date of this Plan in which a Participant has been employed by
        one or more Employers. For purposes of this definition, a year of
        employment shall be a 365 day period (or 366 day period in the case of a
        leap year) that, for the first year of employment, commences on the
        Employee's date of hiring and that, for any subsequent year, commences
        on an anniversary of that hiring date. Any partial year of employment
        shall not be counted.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1     SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
        select group of management and highly compensated Employees and
        Directors of the Employers, as determined by the Committee in its sole
        discretion. From that group, the Committee shall select, in its sole
        discretion, Employees and Directors to participate in the Plan.

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2.2     ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
        Employee or Director shall complete, execute and return to the Committee
        a Plan Agreement, an Election Form and a Beneficiary Designation Form,
        all within 30 days after he or she is selected to participate in the
        Plan. In addition, the Committee shall establish from time to time such
        other enrollment requirements as it determines in its sole discretion
        are necessary.

2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee or
        Director selected to participate in the Plan has met all enrollment
        requirements set forth in this Plan and required by the Committee,
        including returning all required documents to the Committee within the
        specified time period, that Employee or Director shall commence
        participation in the Plan on the first day of the month following the
        month in which the Employee or Director completes all enrollment
        requirements. If an Employee or a Director fails to meet all such
        requirements within the period required, in accordance with Section 2.2,
        that Employee or Director shall not be eligible to participate in the
        Plan until the first day of the Plan Year following the delivery to and
        acceptance by the Committee of the required documents.

2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
        determines in good faith that a Participant no longer qualifies as a
        member of a select group of management or highly compensated employees,
        as membership in such group is determined in accordance with Sections
        201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
        right, in its sole discretion, to (i) terminate any deferral election
        the Participant has made for the remainder of the Plan Year in which the
        Participant's membership status changes, (ii) prevent the Participant
        from making future deferral elections and/or (iii) immediately
        distribute the Participant's then Account Balance as a Termination
        Benefit and terminate the Participant's participation in the Plan.

                                    ARTICLE 3
              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1     MINIMUM DEFERRALS.

        (a)    BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTOR'S FEES. For each
               Plan Year, a Participant may elect to defer, as his or her Annual
               Deferral Amount, Base Annual Salary, Annual Bonus and/or
               Director's Fees in the following minimum amounts for each
               deferral elected:

<TABLE>
<CAPTION>

                         --------------------------------------------------
                                  DEFERRAL              MINIMUM AMOUNT
                         --------------------------------------------------
<S>                      <C>                            <C>
                            Base Annual Salary             $2,000
                         --------------------------------------------------
                            Annual Bonus                   $2,000
                         --------------------------------------------------
                            Directors Fees                 $    0
                         --------------------------------------------------
</TABLE>

               If an election is made for less than stated minimum amounts, or
               if no election is made, the amount deferred shall be zero.

        (b)    SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
               first becomes a Participant after the first day of a Plan Year,
               or in the case of the first Plan Year of the

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               Plan itself, the minimum Base Annual Salary deferral shall be an
               amount equal to the minimum set forth above, multiplied by a
               fraction, the numerator of which is the number of complete
               months remaining in the Plan Year and the denominator of which
               is 12.

3.2     MAXIMUM DEFERRAL.

        (a)    BASE ANNUAL SALARY, ANNUAL BONUS AND DIRECTORS FEES. For each
               Plan Year, a Participant may elect to defer, as his or her Annual
               Deferral Amount, Base Annual Salary, Annual Bonus and/or
               Directors Fees up to the following maximum percentages for each
               deferral elected:

<TABLE>
<CAPTION>

                         --------------------------------------------------
                                    DEFERRAL            MAXIMUM AMOUNT
                         --------------------------------------------------
<S>                      <C>                         <C>
                            Base Annual Salary       90% (less applicable
                                                         withholding)
                         --------------------------------------------------
                            Annual Bonus             90% (less applicable
                                                         withholding)
                         --------------------------------------------------
                            Directors Fees                   100%
                         --------------------------------------------------
</TABLE>

               Notwithstanding the foregoing, if a Participant first becomes a
               Participant after the first day of a Plan Year, or in the case of
               the first Plan Year of the Plan itself, the maximum Annual
               Deferral Amount, with respect to Base Annual Salary, Annual Bonus
               and Directors Fees shall be limited to ninety percent (90%) (less
               applicable withholding) of the amount of compensation not yet
               earned by the Participant as of the date the Participant submits
               a Plan Agreement and Election Form to the Committee for
               acceptance.

3.3     ELECTION TO DEFER; EFFECT OF ELECTION FORM.

        (a)    FIRST PLAN YEAR. In connection with a Participant's commencement
               of participation in the Plan, the Participant shall make an
               irrevocable deferral election for the Plan Year in which the
               Participant commences participation in the Plan, along with such
               other elections as the Committee deems necessary or desirable
               under the Plan. For these elections to be valid, the Election
               Form must be completed and signed by the Participant, timely
               delivered to the Committee (in accordance with Section 2.2 above)
               and accepted by the Committee.

        (b)    SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
               irrevocable deferral election for that Plan Year, and such other
               elections as the Committee deems necessary or desirable under the
               Plan, shall be made by timely delivering to the Committee, in
               accordance with its rules and procedures, before the end of the
               Plan Year preceding the Plan Year for which the election is made,
               a new Election Form. If no such Election Form is timely delivered
               for a Plan Year, the Annual Deferral Amount shall be zero for
               that Plan Year.

3.4     WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
        Annual Salary portion of the Annual Deferral Amount shall be withheld
        from each regularly scheduled Base Annual Salary payroll in
        substantially equal amounts, as adjusted from time to time for increases

                                      -8-
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        and decreases in Base Annual Salary. The Annual Bonus and/or Directors
        Fees portion of the Annual Deferral Amount shall be withheld at the time
        the Annual Bonus or Directors Fees are or otherwise would be paid to the
        Participant, whether or not this occurs during the Plan Year itself.

3.5     ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in
        its sole discretion, may, but is not required to, credit any amount it
        desires to any Participant's Company Contribution Account under this
        Plan, which amount shall be for that Participant the Annual Company
        Contribution Amount for that Plan Year. The amount so credited to a
        Participant may be smaller or larger than the amount credited to any
        other Participant, and the amount credited to any Participant for a Plan
        Year may be zero, even though one or more other Participants receive an
        Annual Company Contribution Amount for that Plan Year. The Annual
        Company Contribution Amount, if any, shall be credited as of the last
        day of the Plan Year. If a Participant is not employed by an Employer,
        or is no longer providing services as a Director, as of the last day of
        a Plan Year other than by reason of his or her Retirement, Involuntary
        Termination of Employment, other than a Termination of Employment for
        Cause, or death during such Plan Year or as a the result of a Change in
        Control during such Plan Year, the Annual Company Contribution Amount
        for that Plan Year shall be zero. In the event a Participant is not
        employed by an Employer, or is no longer providing services as a
        Director, as of the last day of a Plan Year by reason of Retirement,
        Involuntary Termination of Employment, other than a Termination of
        Employment for Cause, or death during the Plan Year or as the result of
        a Change in Control during the Plan Year, the Participant shall be
        credited with the Annual Company Contribution Amount for such Plan Year.

3.6     ANNUAL COMPANY MATCHING AMOUNT. For any Plan Year, a Participant's
        Annual Company Matching Amount shall be equal to 50% of that portion of
        the Participant's Annual Deferral Amount that does not exceed 4% of his
        or her total annual compensation. Accordingly, the maximum Annual
        Company Matching Amount for any Plan Year is 2% of the Participant's
        total annual compensation. If a Participant is not employed by an
        Employer, or is no longer providing services as a Director, as of the
        last day of a Plan Year other than by reason of his or her Retirement,
        Involuntary Termination of Employment, other than a Termination of
        Employment for Cause, or death during such Plan Year or as the result of
        a Change in Control during such Plan Year, the Annual Company Matching
        Amount for such Plan Year shall be zero. In the event a Participant is
        not employed by an Employer, or is no longer providing services as a
        Director, as of the last day of a Plan Year by reason of Retirement,
        Involuntary Termination of Employment, other than a Termination of
        Employment for Cause, or death during the Plan Year or as the result of
        a Change in Control during the Plan Year, the Participant shall be
        credited with the Annual Company Matching Amount for such Plan Year.

3.7     INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
        authorized, upon written instructions received from the Committee or
        investment manager appointed by the Committee, to invest and reinvest
        the assets of the Trust in accordance with the applicable Trust
        Agreement, including the disposition of stock and reinvestment of the
        proceeds in one or more investment vehicles designated by the Committee.

3.8     VESTING.

                                      -9-
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        (a)    A Participant shall at all times be 100% vested in his or her
               Deferral Account.

        (b)    A Participant shall be vested in his or her Company Contribution
               Account and Company Matching Account in accordance with the
               following schedule:

<TABLE>
<CAPTION>

               -----------------------------------------------------------------------------
                     YEARS OF SERVICE ON DATE                 VESTED PERCENTAGE OF
                   OF TERMINATION OF EMPLOYMENT         COMPANY CONTRIBUTION AND MATCHING
                                                                    ACCOUNTS
               -----------------------------------------------------------------------------
<S>            <C>                                      <C>
                         Less than 1 Year                              0%
               -----------------------------------------------------------------------------
                              1 Year                                   25%
               -----------------------------------------------------------------------------
                              2 Years                                  50%
               -----------------------------------------------------------------------------
                              3 Years                                  75%
               -----------------------------------------------------------------------------
                          4 Years or more                             100%
               -----------------------------------------------------------------------------
</TABLE>

        (c)    Notwithstanding anything to the contrary contained in this
               Section 3.8, in the event of a Change in Control or Involuntary
               Termination of Employment, other than a Termination of Employment
               for Cause, a Participant's Company Contribution Account and
               Company Matching Account shall immediately become 100% vested (if
               it is not already vested in accordance with the above vesting
               schedules).

        (d)    Notwithstanding subsection (c), the vesting schedule for a
               Participant's Company Contribution Account and Company Matching
               Account shall be accelerated, but only to the greatest extent
               possible without causing, in the Committee's determination, the
               deduction limitations of Code Section 280G to become effective.
               In the event that all of a Participant's Company Contribution
               Account and/or Company Matching Account is not vested pursuant
               to such a determination, the Participant may request independent
               verification of the Committee's calculations with respect to the
               application of Section 280G. In such case, the Committee must
               provide to the Participant within 15 business days of such a
               request an opinion from a nationally recognized accounting firm
               selected by the Participant (the "Accounting Firm"). The opinion
               shall state the Accounting Firm's opinion that any limitation in
               the vested percentage hereunder is necessary to avoid the limits
               of Section 280G and contain supporting calculations. The cost of
               such opinion shall be paid for by the Company.

3.9     CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
        to, the rules and procedures that are established from time to time by
        the Committee, in its sole discretion, amounts shall be credited or
        debited to a Participant's Account Balance in accordance with the
        following rules:

        (a)     ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with
                his or her initial deferral election in accordance with Section
                3.3(a) above, shall elect, on the Election Form, one or more
                Measurement Fund(s) (as described in Section 3.9(c) below) to be
                used to determine the additional amounts to be credited to his
                or her Account Balance for the first business day in which the
                Participant commences participation in the Plan and continuing
                thereafter for each subsequent day in which the Participant
                participates in the Plan, unless changed in accordance with the
                next sentence. Commencing with the first


                                      -10-
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                business day that follows the Participant's commencement of
                participation in the Plan and continuing thereafter for each
                subsequent day in which the Participant participates in the
                Plan, the Participant may (but is not required to) elect, by
                submitting an Election Form to the Committee that is accepted by
                the Committee, to add or delete one or more Measurement Fund(s)
                to be used to determine the additional amounts to be credited to
                his or her Account Balance, or to change the portion of his or
                her Account Balance allocated to each previously or newly
                elected Measurement Fund. If an election is made in accordance
                with the previous sentence, it shall apply to the next business
                day and continue thereafter for each subsequent day in which the
                Participant participates in the Plan, unless changed in
                accordance with the previous sentence.

        (b)     PROPORTIONATE ALLOCATION. In making any election described in
                Section 3.9(a) above, the Participant shall specify on the
                Election Form, in increments of five percentage points (5%), the
                percentage of his or her Account Balance to be allocated to a
                Measurement Fund (as if the Participant was making an investment
                in that Measurement Fund with that portion of his or her Account
                Balance).

        (c)     MEASUREMENT FUNDS. The Participant may elect one or more of the
                following Measurement Funds, based on certain mutual funds, for
                the purpose of crediting additional amounts to his or her
                Account Balance:

                (1)     TRAVELERS MONEY MARKET PORTFOLIO (Seeks high current
                        income from short-term money market instruments while
                        preserving capital and maintaining a high degree of
                        liquidity);

                (2)     PUTNAM DIVERSIFIED INCOME PORTFOLIO (Seeks high current
                        income consistent with preservation of capital. The
                        Portfolio will allocate its investments among the U.S.
                        Government Sector, the High Yield Sector, and the
                        International Sector of the fixed income securities
                        markets.);

                (3)     DREYFUS SMALL CAP PORTFOLIO (Seeks to maximize capital
                        appreciation);

                (4)     MFS MID CAP GROWTH PORTFOLIO (Seeks long-term growth of
                        capital by investing under normal market conditions, at
                        least 65% of its total assets in equity securities of
                        companies with medium market capitalization which the
                        investment advisor believes have above-average growth
                        potential.);

                (5)     LARGE CAP PORTFOLIO (Fidelity) (Seeks long-term growth
                        of capital by investing primarily in equity securities
                        of companies with large market capitalizations.);

                (6)     CAPITAL APPRECIATION FUND (Janus) (Seeks growth of
                        capital through the use of common stocks. Income is not
                        an objective. The Fund invests principally in common
                        stocks of small to large companies which are expected to
                        experience wide fluctuations in price in both rising and
                        declining markets.);

                (7)     SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (Total
                        return on assets from growth of capital and income by
                        investing at least 65% of its assets in a diversified
                        portfolio of equity securities of established non-U.S.
                        issuers.); and

                                      -11-
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               (8)    WARBURG PINCUS TRUST EMERGING MARKETS PORTFOLIO (Seeks
                      long-term growth of capital by investing primarily in
                      equity securities of non-U.S. issuers consisting of
                      companies in emerging securities markets.)

               As necessary, the Committee may, in its sole discretion,
               discontinue, substitute or add a Measurement Fund. Each such
               action will take effect as of the first day of the calendar
               quarter that follows by thirty (30) days the day on which the
               Committee gives Participants advance written notice of such
               change.

        (d) CREDITING OR DEBITING METHOD. The performance of each elected
        Measurement Fund (either positive or negative) will be determined by the
        Committee, in its reasonable discretion, based on the performance of the
        underlying investments, if any. A Participant's Account Balance shall be
        credited or debited on a daily basis based on the performance of each
        Measurement Fund selected by the Participant, as determined by the
        Committee in its reasonable discretion. The Participant's Annual Company
        Matching Amount shall be credited to his or her Company Matching Account
        for purposes of this Section 3.9(d) as of the close of business on the
        first business day in February of the Plan Year following the Plan Year
        to which it relates.

        (e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
        Plan that may be interpreted to the contrary, the Measurement Funds are
        to be used for measurement purposes only, and a Participant's election
        of any such Measurement Fund, the allocation to his or her Account
        Balance thereto, the calculation of additional amounts and the crediting
        or debiting of such amounts to a Participant's Account Balance shall not
        be considered or construed in any manner as an actual investment of his
        or her Account Balance in any such Measurement Fund. In the event that
        the Company or the Trustee (as that term is defined in the Trust), in
        its own discretion, decides to invest funds in any or all of the
        Measurement Funds, no Participant shall have any rights in or to such
        investments themselves. Without limiting the foregoing, a Participant's
        Account Balance shall at all times be a bookkeeping entry only and shall
        not represent any investment made on his or her behalf by the Company or
        the Trust; the Participant shall at all times remain an unsecured
        creditor of the Company.

3.10    FICA AND OTHER TAXES.

        (a)    ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
               Deferral Amount is being withheld from a Participant, the
               Participant's Employer(s) shall withhold from that portion of the
               Participant's Base Annual Salary and Bonus that is not being
               deferred, in a manner determined by the Employer(s), the
               Participant's share of FICA and other employment taxes on such
               Annual Deferral Amount. If necessary, the Committee may reduce
               the Annual Deferral Amount in order to comply with this Section
               3.10.

        (b)    COMPANY MATCHING AND COMPANY CONTRIBUTION AMOUNTS. When a
               Participant becomes vested in a portion of his or her Company
               Matching Account or Company Contribution Account, the
               Participant's Employer(s) shall withhold from the Participant's
               Base Annual Salary and/or Bonus that is not deferred, in a
               manner determined by the Employer(s), the Participant's share of
               FICA and other employment taxes. If necessary, the Committee may
               reduce the vested portion of the Participant's Company Matching
               Account in order to comply with this Section 3.10.

                                      -12-
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        (c)    DISTRIBUTIONS. The Participant's Employer(s), or the trustee of
               the Trust, shall withhold from any payments made to a Participant
               under this Plan all federal, state and local income, employment
               and other taxes required to be withheld by the Employer(s), or
               the trustee of the Trust, in connection with such payments, in
               amounts and in a manner to be determined in the sole discretion
               of the Employer(s) and the trustee of the Trust.

                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1     SHORT-TERM PAYOUT. In connection with each election to defer an Annual
        Deferral Amount, a Participant may irrevocably elect to receive a future
        "Short-Term Payout" from the Plan with respect to such Annual Deferral
        Amount. Subject to the Deduction Limitation, the Short-Term Payout shall
        be a lump sum payment in an amount that is equal to the Annual Deferral
        Amount plus amounts credited or debited in the manner provided in
        Section 3.9 above on that amount, determined at the time that the
        Short-Term Payout becomes payable (rather than the date of a Termination
        of Employment). Subject to the Deduction Limitation and the other terms
        and conditions of this Plan, each Short-Term Payout elected shall be
        paid out during a 60 day period commencing immediately after the last
        day of any Plan Year designated by the Participant that is at least
        three Plan Years after the Plan Year in which the Annual Deferral Amount
        is actually deferred. By way of example, if a three year Short-Term
        Payout is elected for Annual Deferral Amounts that are deferred in the
        Plan Year commencing January 1, 2000, the three year Short-Term Payout
        would become payable during a 60 day period commencing January 1, 2004.

4.2     OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
        that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
        Amount, plus amounts credited or debited thereon, that is subject to a
        Short-Term Payout election under Section 4.1 shall not be paid in
        accordance with Section 4.1 but shall be paid in accordance with the
        other applicable Article.

4.3     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
        If the Participant experiences an Unforeseeable Financial Emergency, the
        Participant may petition the Committee to (i) suspend any deferrals
        required to be made by a Participant and/or (ii) receive a partial or
        full payout from the Plan. The payout shall not exceed the lesser of the
        Participant's Account Balance, calculated as if such Participant were
        receiving a Termination Benefit, or the amount reasonably needed to
        satisfy the Unforeseeable Financial Emergency. If, subject to the sole
        discretion of the Committee, the petition for a suspension and/or payout
        is approved, suspension shall take effect upon the date of approval and
        any payout shall be made within 60 days of the date of approval. The
        payment of any amount under this Section 4.3 shall not be subject to the
        Deduction Limitation.

4.4     WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his
        or her Beneficiary) may elect, at any time, to withdraw all of his or
        her Account Balance, calculated as if there had occurred a Termination
        of Employment as of the day of the election, less a withdrawal penalty
        equal to 10% of such amount (the net amount shall be referred to as the
        "Withdrawal Amount"). This election can be made at any time, before or
        after Retirement, Disability, death or


                                      -13-
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        Termination of Employment or termination of the Plan, and whether or not
        the Participant (or Beneficiary) is in the process of being paid
        pursuant to an installment payment schedule. If made before Retirement,
        Disability or death, a Participant's Withdrawal Amount shall be his or
        her Account Balance calculated as if there had occurred a Termination of
        Employment as of the day of the election. No partial withdrawals of the
        Withdrawal Amount shall be allowed. The Participant (or his or her
        Beneficiary) shall make this election by giving the Committee advance
        written notice of the election in a form determined from time to time by
        the Committee. The Participant (or his or her Beneficiary) shall be paid
        the Withdrawal Amount within 60 days of his or her election. Once the
        Withdrawal Amount is paid, the Participant's participation in the Plan
        shall terminate and the Participant shall not be eligible to participate
        in the Plan in the future. The payment of this Withdrawal Amount shall
        not be subject to the Deduction Limitation.

                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1     RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
        who Retires shall receive, as a Retirement Benefit, his or her Account
        Balance.

5.2     PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
        her commencement of participation in the Plan, shall elect on an
        Election Form to receive the Retirement Benefit in a lump sum or
        pursuant to an Annual Installment Method of 5, 10 or 15 years. The
        Participant may annually change his or her election to an allowable
        alternative payout period by submitting a new Election Form to the
        Committee, provided that any such Election Form is submitted at least 3
        years prior to the Participant's Retirement and is accepted by the
        Committee in its sole discretion. The Election Form most recently
        accepted by the Committee shall govern the payout of the Retirement
        Benefit. If a Participant does not make any election with respect to the
        payment of the Retirement Benefit, then such benefit shall be payable in
        a lump sum. The lump sum payment shall be made, or installment payments
        shall commence, no later than 60 days after the last day of the Plan
        Year in which the Participant Retires. Any payment made shall be subject
        to the Deduction Limitation.

5.3     DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
        after Retirement but before the Retirement Benefit is paid in full, the
        Participant's unpaid Retirement Benefit payments shall continue and
        shall be paid to the Participant's Beneficiary (a) over the remaining
        number of years and in the same amounts as that benefit would have been
        paid to the Participant had the Participant survived, or (b) in a lump
        sum, if requested by the Beneficiary and allowed in the sole discretion
        of the Committee, that is equal to the Participant's unpaid remaining
        Account Balance.

                                      -14-
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                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1     PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
        the Participant's Beneficiary shall receive a Pre-Retirement Survivor
        Benefit equal to the Participant's Account Balance if the Participant
        dies before he or she Retires, experiences a Termination of Employment
        or suffers a Disability.

6.2     PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
        with his or her commencement of participation in the Plan, shall elect
        on an Election Form whether the Pre-Retirement Survivor Benefit shall be
        received by his or her Beneficiary in a lump sum or pursuant to an
        Annual Installment Method of 5, 10 or 15 years. The Participant may
        annually change this election to an allowable alternative payout period
        by submitting a new Election Form to the Committee, which form must be
        accepted by the Committee in its sole discretion. The Election Form most
        recently accepted by the Committee prior to the Participant's death
        shall govern the payout of the Participant's Pre-Retirement Survivor
        Benefit. If a Participant does not make any election with respect to the
        payment of the Pre-Retirement Survivor Benefit, then such benefit shall
        be paid in a lump sum. Despite the foregoing, if the Participant's
        Account Balance at the time of his or her death is less than $25,000,
        payment of the Pre-Retirement Survivor Benefit may be made, in the sole
        discretion of the Committee, in a lump sum or pursuant to an Annual
        Installment Method of not more than 5 years. The lump sum payment shall
        be made, or installment payments shall commence, no later than 60 days
        after the last day of the Plan Year in which the Committee is provided
        with proof that is satisfactory to the Committee of the Participant's
        death. Any payment made shall be subject to the Deduction Limitation.


                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1     TERMINATION BENEFIT. Subject to the Deduction Limitation, the
        Participant shall receive a Termination Benefit, which shall be equal to
        the Participant's Account Balance if a Participant experiences an
        Involuntary Termination of Employment, other than a Termination of
        Employment for Cause, prior to his or her Retirement, death or
        Disability.

7.2     PAYMENT OF TERMINATION BENEFIT. If the Participant's Account Balance at
        the time of his or her Termination of Employment is less than $25,000,
        payment of his or her Termination Benefit shall be paid in a lump sum.
        If his or her Account Balance at such time is equal to or greater than
        that amount, the Committee, in its sole discretion, may cause the
        Termination Benefit to be paid in a lump sum or pursuant to an Annual
        Installment Method of 5 years. The lump sum payment shall be made, or
        installment payments shall commence, no later than 60 days after the
        last day of the Plan Year in which the Participant experiences the
        Termination of Employment. Any payment made shall be subject to the
        Deduction Limitation.


                                      -15-
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                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1     DISABILITY WAIVER.

        (a)    WAIVER OF DEFERRAL. A Participant who is determined by the
               Committee to be suffering from a Disability shall be excused
               from fulfilling that portion of the Annual Deferral Amount
               commitment that would otherwise have been withheld from a
               Participant's Base Annual Salary, Annual Bonus and/or Directors
               Fees for the Plan Year during which the Participant first
               suffers a Disability. During the period of Disability, the
               Participant shall not be allowed to make any additional deferral
               elections, but will continue to be considered a Participant for
               all other purposes of this Plan.

        (b)    RETURN TO WORK. If a Participant returns to employment, or
               service as a Director, with an Employer, after a Disability
               ceases, the Participant may elect to defer an Annual Deferral
               Amount for the Plan Year following his or her return to
               employment or service and for every Plan Year thereafter while a
               Participant in the Plan; provided such deferral elections are
               otherwise allowed and an Election Form is delivered to and
               accepted by the Committee for each such election in accordance
               with Section 3.3 above.

8.2     CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
        Disability shall, for benefit purposes under this Plan, continue to be
        considered to be employed, or in the service of an Employer as a
        Director, and shall be eligible for the benefits provided for in
        Articles 4, 5, 6 or 7 in accordance with the provisions of those
        Articles. Notwithstanding the above, the Committee shall have the right
        to, in its sole and absolute discretion and for purposes of this Plan
        only, and must in the case of a Participant who is otherwise eligible to
        Retire, deem the Participant to have experienced a Termination of
        Employment, or in the case of a Participant who is eligible to Retire,
        to have Retired, at any time (or in the case of a Participant who is
        eligible to Retire, as soon as practicable) after such Participant is
        determined to be suffering a Disability, in which case the Participant
        shall receive a Disability Benefit equal to his or her Account Balance
        at the time of the Committee's determination; provided, however, that
        should the Participant otherwise have been eligible to Retire, he or she
        shall be paid in accordance with Article 5. The Disability Benefit shall
        be paid in a lump sum within 60 days of the Committee's exercise of such
        right. Any payment made shall be subject to the Deduction Limitation.


                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary(ies) (both primary as well as
        contingent) to receive any benefits payable under the Plan to a
        beneficiary upon the death of a Participant. The Beneficiary designated
        under this Plan may be the same as or different from the Beneficiary
        designation under any other plan of an Employer in which the Participant
        participates.

                                      -16-
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9.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Committee or its
        designated agent. A Participant shall have the right to change a
        Beneficiary by completing, signing and otherwise complying with the
        terms of the Beneficiary Designation Form and the Committee's rules and
        procedures, as in effect from time to time. If the Participant names
        someone other than his or her spouse as a Beneficiary, a spousal
        consent, in the form designated by the Committee, must be signed by that
        Participant's spouse and returned to the Committee. Upon the acceptance
        by the Committee of a new Beneficiary Designation Form, all Beneficiary
        designations previously filed shall be canceled. The Committee shall be
        entitled to rely on the last Beneficiary Designation Form filed by the
        Participant and accepted by the Committee prior to his or her death.

9.3     ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
        shall be effective until received and acknowledged in writing by the
        Committee or its designated agent.

9.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the Participant's benefits, then the
        Participant's designated Beneficiary shall be deemed to be his or her
        surviving spouse. If the Participant has no surviving spouse, the
        benefits remaining under the Plan to be paid to a Beneficiary shall be
        payable to the executor or personal representative of the Participant's
        estate.

9.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
        Beneficiary to receive payments pursuant to this Plan, the Committee
        shall have the right, exercisable in its discretion, to cause the
        Participant's Employer to withhold such payments until this matter is
        resolved to the Committee's satisfaction.

9.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
        Beneficiary shall fully and completely discharge all Employers and the
        Committee from all further obligations under this Plan with respect to
        the Participant, and that Participant's Plan Agreement shall terminate
        upon such full payment of benefits.

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1    PAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take a paid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by the Employer and the Annual Deferral Amount
        shall continue to be withheld during such paid leave of absence in
        accordance with Section 3.3.

10.2    UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take an unpaid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by the Employer and the Participant shall be
        excused from making deferrals until the earlier of the date the leave of
        absence expires or the Participant returns to a paid employment status.
        Upon such expiration or return, deferrals shall resume for the remaining
        portion of the Plan Year in which the expiration or return occurs, based
        on the

                                      -17-
<PAGE>   22

        deferral election, if any, made for that Plan Year. If no election was
        made for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1    TERMINATION. Although each Employer anticipates that it will continue
        the Plan for an indefinite period of time, there is no guarantee that
        any Employer will continue the Plan or will not terminate the Plan at
        any time in the future. Accordingly, each Employer reserves the right to
        discontinue its sponsorship of the Plan and/or to terminate the Plan at
        any time with respect to any or all of its participating Employees and
        Directors, by action of its board of directors. Upon the termination of
        the Plan with respect to any Employer, the Plan Agreements of the
        affected Participants who are employed by that Employer, or in the
        service of that Employer as Directors, shall terminate and their Account
        Balances, determined as if they had experienced a Termination of
        Employment on the date of Plan termination or, if Plan termination
        occurs after the date upon which a Participant was eligible to Retire,
        then with respect to that Participant as if he or she had Retired on the
        date of Plan termination, shall be paid to the Participants as follows:
        Prior to a Change in Control, if the Plan is terminated with respect to
        all of its Participants, an Employer shall have the right (subject to
        the overriding right of the Participant under Section 4.4 to effect an
        immediate withdrawal of his or her benefit), in its sole discretion, and
        notwithstanding any elections made by the Participant (other than any
        election by the Participant under Section 4.4), to pay such benefits in
        a lump sum or pursuant to an Annual Installment Method of up to 10
        years, with amounts credited and debited with Measuring Fund returns
        during the installment period as provided herein. If the Plan is
        terminated with respect to less than all of its Participants, an
        Employer shall be required to pay such benefits in a lump sum. After a
        Change in Control, the Employer shall be required to pay such benefits
        in a lump sum. The termination of the Plan shall not adversely affect
        any Participant or Beneficiary who has become entitled to the payment of
        any benefits under the Plan as of the date of termination; provided
        however, that the Employer shall have the right to accelerate
        installment payments without a premium or prepayment penalty by paying
        the Account Balance in a lump sum or pursuant to an Annual Installment
        Method using fewer years (provided that the present value of all
        payments that will have been received by a Participant at any given
        point of time under the different payment schedule shall equal or exceed
        the present value of all payments that would have been received at that
        point in time under the original payment schedule).

11.2    AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
        whole or in part with respect to that Employer by the action of its
        board of directors; provided, however, that: (i) no amendment or
        modification shall be effective to decrease or restrict the value of a
        Participant's Account Balance in existence at the time the amendment or
        modification is made, calculated as if the Participant had experienced a
        Termination of Employment as of the effective date of the amendment or
        modification or, if the amendment or modification occurs after the date
        upon which the Participant was eligible to Retire, the Participant had
        Retired as of the effective date of the amendment or modification, and
        (ii) no amendment or modification of this Section 11.2 or Section 12.2
        of the Plan shall be effective. The amendment or modification of the
        Plan


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        shall not affect any Participant or Beneficiary who has become entitled
        to the payment of benefits under the Plan as of the date of the
        amendment or modification; provided, however, that the Employer shall
        have the right to accelerate installment payments by paying the Account
        Balance in a lump sum or pursuant to an Annual Installment Method using
        fewer years (provided that the present value of all payments that will
        have been received by a Participant at any given point of time under the
        different payment schedule shall equal or exceed the present value of
        all payments that would have been received at that point in time under
        the original payment schedule).

11.3    PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
        if a Participant's Plan Agreement contains benefits or limitations that
        are not in this Plan document, the Employer may only amend or terminate
        such provisions with the consent of the Participant.

11.4    EFFECT OF PAYMENT. The full payment of the applicable benefit under
        Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
        obligations to a Participant and his or her designated Beneficiaries
        under this Plan and the Participant's Plan Agreement shall terminate.


                                   ARTICLE 12
                                 ADMINISTRATION

12.1    COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
        Plan shall be administered by a Committee which shall consist of the
        Board, or such committee as the Board shall appoint. Members of the
        Committee may be Participants under this Plan. The Committee shall also
        have the discretion and authority to (i) make, amend, interpret, and
        enforce all appropriate rules and regulations for the administration of
        this Plan and (ii) decide or resolve any and all questions including
        interpretations of this Plan, as may arise in connection with the Plan.
        Any individual serving on the Committee who is a Participant shall not
        vote or act on any matter relating solely to himself or herself. When
        making a determination or calculation, the Committee shall be entitled
        to rely on information furnished by a Participant or the Company.

12.2    ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
        Company shall be the "Administrator" at all times prior to the
        occurrence of a Change in Control. Upon and after the occurrence of a
        Change in Control, the "Administrator" shall be an independent third
        party selected by the Trustee and approved by the individual who,
        immediately prior to such event, was the Company's Chief Executive
        Officer or, if not so identified, who was the Company's highest ranking
        officer (the "Ex-CEO"). The Administrator shall have the discretionary
        power to determine all questions arising in connection with the
        administration of the Plan and the interpretation of the Plan and Trust
        including, but not limited to benefit entitlement determinations;
        provided, however, upon and after the occurrence of a Change in Control,
        the Administrator shall have no power to direct the investment of Plan
        or Trust assets or select any investment manager or custodial firm for
        the Plan or Trust. Upon and after the occurrence of a Change in Control,
        the Company must: (1) pay all reasonable administrative expenses and
        fees of the Administrator; (2) indemnify the Administrator against any
        costs, expenses and liabilities including, without limitation,
        attorney's fees and expenses arising in connection with the performance
        of the Administrator hereunder, except with respect to matters resulting
        from the

                                      -19-
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================================================================================

        gross negligence or willful misconduct of the Administrator or its
        employees or agents; and (3) supply full and timely information to the
        Administrator or all matters relating to the Plan, the Trust, the
        Participants and their Beneficiaries, the Account Balances of the
        Participants, the date of circumstances of the Retirement, Disability,
        death or Termination of Employment of the Participants, and such other
        pertinent information as the Administrator may reasonably require. Upon
        and after a Change in Control, if the Administrator resigns, a
        replacement shall be appointed by the Trustee.

12.3    AGENTS. In the administration of this Plan, the Committee may, from time
        to time, employ agents and delegate to them such administrative duties
        as it sees fit (including acting through a duly appointed
        representative) and may from time to time consult with counsel who may
        be counsel to any Employer.

12.4    BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.

12.5    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee, any Employee to whom the duties of the
        Committee may be delegated, and the Administrator against any and all
        claims, losses, damages, expenses or liabilities arising from any action
        or failure to act with respect to this Plan, except in the case of
        willful misconduct by the Committee, any of its members, any such
        Employee or the Administrator.

12.6    EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
        perform its functions, the Company and each Employer shall supply full
        and timely information to the Committee and/or Administrator, as the
        case may be, on all matters relating to the compensation of its
        Participants, the date and circumstances of the Retirement, Disability,
        death or circumstances of the Retirement, Disability, death or
        Termination of Employment of its Participants, and such other pertinent
        information as the Committee or Administrator may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1    COORDINATION WITH OTHER BENEFITS. The benefits provided for a
        Participant and Participant's Beneficiary under the Plan are in addition
        to any other benefits available to such Participant under any other plan
        or program for employees of the Participant's Employer. The Plan shall
        supplement and shall not supersede, modify or amend any other such plan
        or program except as may otherwise be expressly provided.

                                   ARTICLE 14
                                   [RESERVED]


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                                   ARTICLE 15
                                      TRUST

15.1    ESTABLISHMENT OF THE TRUST. The Company shall establish the Trust, and
        each Employer shall at least annually transfer over to the Trust such
        assets as the Employer determines, in its sole discretion, are necessary
        to provide, on a present value basis, for its respective future
        liabilities created with respect to the Annual Deferral Amounts, Annual
        Company Contribution Amounts, and Company Matching Amounts for such
        Employer's Participants for all periods prior to the transfer, as well
        as any debits and credits to the Participants' Account Balances for all
        periods prior to the transfer, taking into consideration the value of
        the assets in the trust at the time of the transfer.

15.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and the Plan Agreement shall govern the rights of a Participant to
        receive distributions pursuant to the Plan. The provisions of the Trust
        shall govern the rights of the Employers, Participants and the creditors
        of the Employers to the assets transferred to the Trust. Each Employer
        shall at all times remain liable to carry out its obligations under the
        Plan.

15.3    DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Employer's
        obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1    STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
        within the meaning of Code Section 401(a) and that "is unfunded and is
        maintained by an employer primarily for the purpose of providing
        deferred compensation for a select group of management or highly
        compensated employee" within the meaning of ERISA Sections 201(2),
        301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
        to the extent possible in a manner consistent with that intent.

16.2    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights,
        interests or claims in any property or assets of an Employer. For
        purposes of the payment of benefits under this Plan, any and all of an
        Employer's assets shall be, and remain, the general, unpledged
        unrestricted assets of the Employer. An Employer's obligation under the
        Plan shall be merely that of an unfunded and unsecured promise to pay
        money in the future.

16.3    EMPLOYER'S LIABILITY. An Employer's liability for the payment of
        benefits shall be defined only by the Plan and the Plan Agreement, as
        entered into between the Employer and a Participant. An Employer shall
        have no obligation to a Participant under the Plan except as expressly
        provided in the Plan and his or her Plan Agreement.

16.4    NONASSIGNABILITY. Neither a Participant nor any other person shall have
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate, alienate or
        convey in advance of actual receipt, the amounts, if any, payable
        hereunder, or any

                                      -21-
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        part thereof, which are, and all rights to which are expressly declared
        to be, unassignable and non-transferable. No part of the amounts payable
        shall, prior to actual payment, be subject to seizure, attachment,
        garnishment or sequestration for the payment of any debts, judgments,
        alimony or separate maintenance owed by a Participant or any other
        person, be transferable by operation of law in the event of a
        Participant's or any other person's bankruptcy or insolvency or be
        transferable to a spouse as a result of a property settlement or
        otherwise.

16.5    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between any
        Employer and the Participant. Such employment is hereby acknowledged to
        be an "at will" employment relationship that can be terminated at any
        time for any reason, or no reason, with or without cause, and with or
        without notice, unless expressly provided in a written employment
        agreement. Nothing in this Plan shall be deemed to give a Participant
        the right to be retained in the service of any Employer, either as an
        Employee or a Director, or to interfere with the right of any Employer
        to discipline or discharge the Participant at any time.

16.6    FURNISHING INFORMATION. A Participant or his or her Beneficiary will
        cooperate with the Committee by furnishing any and all information
        requested by the Committee and take such other actions as may be
        requested in order to facilitate the administration of the Plan and the
        payments of benefits hereunder, including but not limited to taking such
        physical examinations as the Committee may deem necessary.

16.7    TERMS. Whenever any words are used herein in the masculine, they shall
        be construed as though they were in the feminine in all cases where they
        would so apply; and whenever any words are used herein in the singular
        or in the plural, they shall be construed as though they were used in
        the plural or the singular, as the case may be, in all cases where they
        would so apply.

16.8    CAPTIONS. The captions of the articles, sections and paragraphs of this
        Plan are for convenience only and shall not control or affect the
        meaning or construction of any of its provisions.

16.9    GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
        construed and interpreted according to the internal laws of the State of
        California without regard to its conflicts of laws principles.

16.10   NOTICE. Any notice or filing required or permitted to be given to the
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by registered or certified mail, to the address
        below:

                            Committee c/o Keith Roberts, Esq.
                            QuadraMed Corporation
                            22 Pelican Way
                            San Rafael, CA 94901

        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

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        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last known address of the Participant.

16.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Participant's Employer and its successors and assigns and
        the Participant and the Participant's designated Beneficiaries.

16.12   SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
        a Participant who has predeceased the Participant shall automatically
        pass to the Participant and shall not be transferable by such spouse in
        any manner, including but not limited to such spouse's will, nor shall
        such interest pass under the laws of intestate succession.

16.13   VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal or invalid provision had never been inserted herein.

16.14   INCOMPETENT. If the Committee determines in its discretion that a
        benefit under this Plan is to be paid to a minor, a person declared
        incompetent or to a person incapable of handling the disposition of that
        person's property, the Committee may direct payment of such benefit to
        the guardian, legal representative or person having the care and custody
        of such minor, incompetent or incapable person. The Committee may
        require proof of minority, incompetence, incapacity or guardianship, as
        it may deem appropriate prior to distribution of the benefit. Any
        payment of a benefit shall be a payment for the account of the
        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.

16.15   COURT ORDER. The Committee is authorized to make any payments directed
        by court order in any action in which the Plan or the Committee has been
        named as a party. In addition, if a court determines that a spouse or
        former spouse of a Participant has an interest in the Participant's
        benefits under the Plan in connection with a property settlement or
        otherwise, the Committee, in its sole discretion, shall have the right,
        notwithstanding any election made by a Participant, to immediately
        distribute the spouse's or former spouse's interest in the Participant's
        benefits under the Plan to that spouse or former spouse.

16.16   DISTRIBUTION IN THE EVENT OF TAXATION.

        (a)     IN GENERAL. If, for any reason, all or any portion of a
                Participant's benefits under this Plan becomes taxable to the
                Participant prior to receipt, a Participant may petition the
                Committee before a Change in Control, or the trustee of the
                Trust after a Change in Control, for a distribution of that
                portion of his or her benefit that has become taxable. Upon the
                grant of such a petition, which grant shall not be unreasonably
                withheld (and, after a Change in Control, shall be granted), a
                Participant's Employer shall distribute to the Participant
                immediately available funds in an amount equal to the taxable
                portion of his or her benefit (which amount shall not exceed a
                Participant's unpaid Account Balance under the Plan). If the
                petition is granted, the tax liability distribution shall be
                made


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                within 90 days of the date when the Participant's petition is
                granted. Such a distribution shall affect and reduce the
                benefits to be paid under this Plan.

        (b)     TRUST. If the Trust terminates in accordance with its terms and
                benefits are distributed from the Trust to a Participant in
                accordance therewith, the Participant's benefits under this Plan
                shall be reduced to the extent of such distributions.

16.17   INSURANCE. The Employers, on their own behalf or on behalf of the
        trustee of the Trust, and, in their sole discretion, may apply for and
        procure insurance on the life of the Participant, in such amounts and in
        such forms as the Trust may choose. The Employers or the trustee of the
        Trust, as the case may be, shall be the sole owner and beneficiary of
        any such insurance. The Participant shall have no interest whatsoever in
        any such policy or policies, and at the request of the Employers shall
        submit to medical examinations and supply such information and execute
        such documents as may be required by the insurance company or companies
        to whom the Employers have applied for insurance.

16.18   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
        each Employer is aware that upon the occurrence of a Change in Control,
        the Board or the board of directors of a Participant's Employer (which
        might then be composed of new members) or a shareholder of the Company
        or the Participant's Employer, or of any successor corporation might
        then cause or attempt to cause the Company, the Participant's Employer
        or such successor to refuse to comply with its obligations under the
        Plan and might cause or attempt to cause the Company or the
        Participant's Employer to institute, or may institute, litigation
        seeking to deny Participants the benefits intended under the Plan. In
        these circumstances, the purpose of the Plan could be frustrated.
        Accordingly, if, following a Change in Control, it should appear to any
        Participant that the Company, the Participant's Employer or any
        successor corporation has failed to comply with any of its obligations
        under the Plan or any agreement thereunder or, if the Company, such
        Employer or any other person takes any action to declare the Plan void
        or unenforceable or institutes any litigation or other legal action
        designed to deny, diminish or to recover from any Participant the
        benefits intended to be provided, then the Company and the Participant's
        Employer irrevocably authorize such Participant to retain counsel of his
        or her choice at the expense of the Company and the Participant's
        Employer (who shall be jointly and severally liable) to represent such
        Participant in connection with the initiation or defense of any
        litigation or other legal action, whether by or against the Company, the
        Participant's Employer or any director, officer, shareholder or other
        person affiliated with the Company, the Participant's Employer or any
        successor thereto in any jurisdiction.


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================================================================================


IN WITNESS WHEREOF, the Company has signed this Plan document as of May 12,
2000.


                                  QuadraMed Corporation, a Delaware corporation


                                  By:    /s/ E. A. ROSKOVENSKY
                                     -----------------------------------
                                  Title: Compensation Committee
                                        --------------------------------


                                      -25-