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                                                                     EXHIBIT 4.1









                               eFunds Corporation

                           Deferred Compensation Plan







                                December 1, 2000
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                               eFunds Corporation
                           Deferred Compensation Plan


I.       PURPOSE

         The purpose of the eFunds Corporation Deferred Compensation Plan is to
         provide a means whereby the Company may afford key employees with an
         opportunity to accumulate additional financial security, by providing a
         vehicle to defer compensation amounts in excess of the dollar
         limitation of Internal Revenue Code ss.402(g) applicable to the amount
         of compensation which may be deferred under the eFunds Corporation
         Company Savings Plan. By providing a means whereby Salary, Annual
         Incentive and/or Sales Incentive may be deferred into the future, the
         Plan will aid in attracting and retaining employees of exceptional
         ability.

         Compensation reductions made pursuant to the Plan will be credited with
         investment gains or losses, in accordance with the Plan, and benefits
         will be paid to the Participant (or his or her Beneficiary) as
         described herein. The Plan is also designed to provide additional
         financial security to eligible employees.

II.      DEFINITIONS

2.01     "Age" means the Participant's chronological age on the relevant date.

2.02     "Agreement" means the eFunds Corporation Deferred Compensation Plan
         Participation Agreement, executed between a Participant and the
         Company, whereby a Participant agrees to defer a portion of his or her
         Salary, Annual Incentive and/or Sales Incentive pursuant to the
         provisions of the Plan, and the Company agrees to make benefit payments
         in accordance with the provisions of the Plan.

2.03     "Annual Incentive" means the cash compensation, if any, paid during a
         calendar year to the Participant from the eFunds Annual Incentive Plan,
         but before any deferrals made pursuant to this Plan or any other plan.

2.04     "Beneficiary" means the person, persons or trust who under the Plan,
         becomes entitled to receive a Participant's interest in the event of
         the Participant's death.

2.05     "Board of Directors" means the Board of Directors of eFunds Corporation
         or any committee acting within the scope of its authority.

2.06     "Change of Control" shall be deemed to have occurred if a "Change of
         Control" is deemed to have occurred under Section 2 (or any comparable
         successor provision) of the Change in Control Agreements entered into
         by the Company and its executive officers from time to time, as such
         agreements may be amended from time to time.
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2.07     "Committee" means the Plan Committee, or its designee, appointed
         pursuant to Article VI to manage and administer the Plan.

2.08     "Company" means eFunds Corporation and its successors and assigns.

2.09     "Company Allocation" means an amount added to a Participant's Deferred
         Compensation Account by the Company pursuant to Section 3.05.

2.10     "Company Savings Plan" means the eFunds Corporation 401(k) Employees'
         Savings Plan as in effect and amended from time-to-time.

2.11     "Deferred Compensation Account" means the account(s) maintained by the
         Company for each Participant, pursuant to Article III. Notwithstanding
         the provisions of Section 8.09, a Participant's Deferred Compensation
         Account shall not constitute or be treated as a trust fund or escrow
         arrangement of any kind.

2.12     "Deferred Compensation Plan Trust" and "Trust" mean the eFunds
         Corporation Deferred Compensation Plan Trust, an irrevocable grantor
         trust or trusts established by the Company, in accordance with Section
         8.09, with an independent trustee for the benefit of persons entitled
         to receive payments under this Plan.

2.13     "Determination Date" means the date on which the amount of a
         Participant's Deferred Compensation Account is determined as provided
         in Article III hereof. The last day of each calendar quarter and the
         date of a Participant's Termination of Service shall be a Determination
         Date.

2.14     "Disability" shall have the same meaning and shall be determined in the
         same manner as in the Company's Long-Term Disability Plan.

2.15     "ERISA Funded" means that the Plan is prevented from meeting the
         "unfunded" criterion of the exceptions to the application of Parts 2
         through 4 of Subtitle B of Title I of the Employee Retirement Income
         Security Act of 1974 (ERISA).

2.16     "Participant" means an employee of the Company who is eligible to
         participate in the Plan pursuant to Section 3.01, and who enters into
         an Agreement. Except after a Change of Control, the Board of Directors
         or the Chief Executive Officer of eFunds Corporation may (subject to
         the terms of the Plan) add or delete Participants.

2.17     "Plan" means the eFunds Corporation Deferred Compensation Plan as
         amended from time-to-time.

2.18     "Plan Effective Date" means January 1, 2001.

2.19     "Plan Year" means a calendar year.

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2.20     "Salary" for purposes of the Plan shall be the total of the
         Participant's base salary paid during a calendar year and considered
         "wages" for FICA and federal income tax withholding, but before any
         deferrals made pursuant to this Plan or any other plan. For purposes of
         this Plan, Salary shall not include severance or other payments made in
         connection with a Participant's Termination of Service.

2.21     "Sales Incentive" means the earnings of a Participant which are
         attributable to sales results, and considered "wages" for FICA and
         federal income tax withholding, but before any deferrals made pursuant
         to this Plan or any other plan.

2.22     "Tax Funded" means that the interest of a Participant in the Plan will
         be includable in the gross income of the Participant for federal income
         tax purposes prior to actual receipt of Plan benefits by the
         Participant.

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

III.     ELIGIBILITY - PARTICIPATION LIMITS

3.01     a.       Eligibility to Participate. Participation in the Plan shall be
                  limited to key employees of the Company approved to
                  participate by the Committee. It is the intention of the
                  Company that all Participants satisfy the term "a select group
                  of management or highly compensated employees" as provided in
                  Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA.

         b.       Acknowledgement of Eligibility and Election to Participate.
                  Each eligible employee shall annually acknowledge his or her
                  eligibility to participate in the Plan at such time and in
                  such form as the Committee may require or permit. An eligible
                  employee may elect to become a Participant with respect to a
                  Plan Year by filing a properly completed Agreement with the
                  Committee no later than thirty (30) days preceding such Plan
                  Year. An eligible employee shall become a Participant with
                  respect to a Plan Year upon acceptance of his or her Agreement
                  by the Committee. An Agreement, once accepted by the
                  Committee, shall be irrevocable.

         c.       New Participants. A Participant who first attains such status
                  subsequent to January 1, 2001, shall be eligible to
                  participate in the Plan after satisfying the requirements of
                  Section 3.01(a) and (b), as applicable, and shall be bound by
                  all terms and conditions of the Plan, provided, however, that
                  his or her Agreement is filed no later than thirty (30) days
                  following notification by the Committee of his or her
                  eligibility to participate in the Plan.

3.02     Deferral of Salary, Annual Incentive and/or Sales Incentive. A
         Participant may elect to defer between three percent (3%) and ninety
         percent (90%) of his or her Salary in one percent (1%) increments
         during a Plan Year. A Participant may also elect to defer between three
         percent (3%) and ninety percent (90%) of his or her Annual Incentive

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         payable during a Plan Year, in one percent (1%) increments. In
         addition, a Participant may elect to defer between three percent (3%)
         and ninety percent (90%) of his or her Sales Incentive payable during a
         Plan Year, in one percent (1%) increments. In the event that a
         Participant's Annual Incentive deferral election results in an amount
         less than $3,500, no Annual Incentive deferral will be made. At the
         time of election, a Participant may elect to defer a different
         percentage of his or her Salary, Annual Incentive and/or Sales
         Incentive for each Plan Year and may also elect not to defer any
         portion of his or her Salary, Annual Incentive and/or Sales Incentive
         in a Plan Year. In addition to Salary, Annual Incentive and/or Sales
         Incentive, a Participant may be allowed to defer other compensation as
         approved by the Committee.

         In the event a Participant elects to defer an amount of his or her
         Salary, Annual Incentive and/or Sales Incentive that would not allow
         for the full payment of all FICA, federal, state and/or local income
         tax liabilities, the actual amount which shall be credited to the
         Participant's Deferred Compensation Account shall be the maximum amount
         allowable after all applicable taxes.

         A Participant is permitted to change his or her Salary, Annual
         Incentive and/or Sales Incentive deferral elections on an annual basis,
         provided that the request is received by the Committee prior to the
         Plan Year for which the election is being made. A Participant who does
         not file an Agreement to defer his or her Salary, Annual Incentive
         and/or Sales Incentive for a Plan Year may file an Agreement for any
         subsequent Plan Year for which he or she is eligible to participate in
         the Plan. Except as provided in Section 4.06, "Hardship
         Distribution-Waiver of Deferrals," any election made by a Participant
         shall be irrevocable.

3.03     Suspension of Agreement to Defer Salary, Annual Incentive and/or Sales
         Incentive. Prior to a Change of Control, a Participant's Agreement to
         defer Salary, Annual Incentive and/or Sales Incentive shall be
         suspended in the event that the Committee, in its sole discretion,
         reasonably determines that a Participant ceases to meet the eligibility
         requirements of the Plan.

3.04     Timing of Deferral Credits. The amount of Salary, Annual Incentive
         and/or Sales Incentive that a Participant elects to defer in his or her
         Agreement shall cause an equivalent reduction in the Participant's
         Salary, Annual Incentive and/or Sales Incentive, respectively.
         Deferrals shall be credited to the Participant's Deferred Compensation
         Account throughout the Plan Year as the Participant otherwise would
         have been paid the deferred portion of Salary, Annual Incentive and/or
         Sales Incentive.

3.05     Company Allocation. The Company may credit a Company Allocation to a
         Participant's Deferred Compensation Account as of December 31st of a
         Plan Year as set forth in this Section 3.05. If a Participant is
         entitled to receive a Company contribution under the Company Savings
         Plan, the amount of Salary, Annual Incentive and/or Sales Incentive
         deferred under this Plan shall not be considered for purposes of
         calculating benefits under the Company Savings Plan unless permitted by
         law. To the extent that a Participant's

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         Company contribution under the Company Savings Plan is reduced by
         reason of deferrals under this Plan, the amount equal to the additional
         benefits (or the actuarial equivalent thereof) he or she would have
         received under the Company Savings Plan based upon the deferrals (and
         disregarding for this purpose any benefit and compensation limitations
         under Sections 401(a)(17) and 415 of the Internal Revenue Code), may be
         determined and paid in the same manner and the same time as other
         benefits payable under this Plan.

         In addition, the Company may contribute an additional Company
         Allocation to a Participant's Deferred Compensation Account in the
         event it is determined that a Participant's Company contribution to the
         Company Savings Plan was limited by Internal Revenue Code Sections
         401(a)(17), 402(g), or 415 or any other legal limitations.

3.06     Vesting. A Participant shall be one hundred percent (100%) vested in
         his or her Deferred Compensation Account equal to the amount of Salary,
         Annual Incentive and/or Sales Incentive the Participant deferred into
         his or her Deferred Compensation Account and the investment gains or
         losses credited thereon. In the event a Company Allocation is credited
         to a Participant's Deferred Compensation Account pursuant to Section
         3.05, the Company Allocation and the investment gain or losses credited
         thereon shall vest in the same manner as under the Company Savings
         Plan.

3.07     Determination of Account. Each Participant's Deferred Compensation
         Account as of each Determination Date shall consist of the balance of
         the Participant's Deferred Compensation Account as of the immediately
         preceding Determination Date adjusted for:

                  o        additional deferrals pursuant to Section 3.02,

                  o        Company Allocations (if any) pursuant to Section
                           3.05,

                  o        distributions (if any); and

                  o        the appropriate investment earnings and gains and/or
                           losses and expenses pursuant to Section 3.08.

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

3.08     Deferred Compensation Account Investment Options. The Committee shall
         designate from time to time one or more investment options in which
         Deferred Compensation Accounts may be deemed invested. A Participant or
         Beneficiary shall allocate his or her Deferred Compensation Account
         among the deemed investment options by filing with the Committee an
         Investment Allocation Election Form or by making an election on-line. A
         Participant may elect to allocate his or her Deferred Compensation
         Account in one percent (1%) increments among as many of the investment
         options which are offered by the Company. Any such investment
         allocation election shall be made on the Investment Allocation Election
         Form or on-line and shall be subject to such rules as the Committee may
         prescribe, including, without limitation, rules concerning the manner
         of making

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         investment allocation elections and the frequency and timing of
         changing such investment allocation elections.

         The Committee shall have the sole discretion to determine the number of
         investment options to be designated hereunder and the nature of the
         options and may change or eliminate the investment options from time to
         time. For each investment option the Committee shall, in its sole
         discretion, select a mutual fund(s), an investment index, or shall
         create a phantom portfolio of such investments as it deems appropriate,
         to constitute the investment option. The Company may, but is under no
         obligation to, acquire any investment or otherwise set aside assets for
         the deemed investment of Deferred Compensation Accounts hereunder.

         The Committee shall determine the amount and rate of investment gains
         or losses with respect to any such investment option for any period,
         and may take into account any deemed expenses which would be incurred
         if actual investments were made.

3.09     Change of Investment Election. A Participant may elect daily to change
         the manner in which his or her current Deferred Compensation Account
         and his or her future deferrals are deemed invested among the
         then-available investment options. Any change of investment allocation
         received on-line prior to 3:00 p.m. Central Standard Time on a business
         day, will be effective as of the close of business on that business
         day. Any change of investment allocation received on-line after 3:00
         p.m. Central Standard Time or on a non-business day, will be effective
         as of the close of business on the next available business day.

IV.      DISTRIBUTIONS

4.01     Distribution upon Termination of Service. Upon a Participant's
         Termination of Service, distribution of the Participant's Deferred
         Compensation Account determined under Section 3.07 as of the
         Determination Date coincident with or next following such Termination
         of Service, shall commence and be completed by the tenth (10)
         anniversary of the Participant's Termination of Service. The
         distribution shall be made as designated by the Participant in his or
         her Payout Election Form, subject to Section 4.04. In the event a
         distribution is made pursuant to this Section 4.01, the Participant
         shall immediately cease to be eligible for any other benefit provided
         under this Plan. In the event a Participant's Termination of Service is
         involuntary, the Company, in its sole discretion, has the right to
         decide whether the Participant's Deferred Compensation Account balance
         will be paid in accordance with his or her Payout Election or in a
         lump-sum.

4.02     Distribution upon Death. Upon the death of a Participant prior to the
         distribution of all of his or her Deferred Compensation Account,
         distribution of the Participant's Deferred Compensation Account, as of
         the Determination Date coincident with or next following the date of
         death, shall be made or continue to be made to such Participant's
         Beneficiary. If the distribution of the Participant's Deferred
         Compensation Account has not yet

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         commenced as of the date of death, distribution to the Beneficiary
         shall be made or commence as soon as practicable and in any event
         within sixty (60) days following the Participant's death. The method of
         distribution shall be as designated by the Participant in his or her
         Payout Election Form, subject to Section 4.04.

4.03     Distribution upon Disability. In the event a Participant incurs a
         Disability which first manifests itself after the Participant's initial
         participation in the Plan, but prior to the distribution of the
         Participant's Deferred Compensation Account, distribution of the
         Participant's Deferred Compensation Account as of the Determination
         Date coincident with or next following the date of Disability shall be
         made or commence as soon as practicable, but in any event within sixty
         (60) days following receipt of notice by the Committee of the
         Participant's Disability status. The distribution shall be made as
         designated by the Participant in his or her Payout Election Form,
         subject to Section 4.04. A Participant may request that benefits be
         accelerated and be paid out over a shorter time period than elected by
         the Participant in his or her Payout Election Form. The Committee may,
         but is not required to, grant the Participant's request. Such benefit
         shall be payable until the earliest of the following events: (i) there
         is no longer any balance in the Participant's Deferred Compensation
         Account; (ii) the Participant ceases to be Disabled and resumes
         employment with the Company; or (iii) the Participant dies. Disability
         benefits shall be treated as distributions from a Participant's
         Deferred Compensation Account. If a Disability occurs during the period
         elected in the Agreement, the disabled Participant's Agreement shall be
         suspended, and further deferrals shall not be required during the
         period of Disability.

4.04     Method of Timing of Distribution.

         a.       Election in Agreement. Distribution of a Participant's
                  Deferred Compensation Account shall be made in a lump-sum or
                  installments, as elected by the Participant in his or her
                  Payout Election Form. Installment payments shall be made
                  annually over a period of two (2) to ten (10) years.
                  Participants may elect installment payments to begin at
                  Termination of Service or at the one year anniversary of the
                  Participant's Termination of Service. The amount of each
                  annual installment shall be determined annually and shall be
                  equal to the quotient obtained by dividing the balance of the
                  Participant's Deferred Compensation Account being distributed
                  in installments by the number of installments remaining to be
                  paid, including the current installment. Participants may
                  elect to receive lump-sum payments at Termination of Service
                  or an anniversary of Termination of Service between one (1)
                  and ten (10) years.

         b.       Election to Change Method of Distribution. A Participant may,
                  by written request filed with the Committee at least thirteen
                  (13) months prior to the distribution or commencement of
                  distribution of a Deferred Compensation Account, change the
                  method of distribution elected with respect to a Deferred
                  Compensation Account to any other method permitted under
                  Section 4.04(a), provided that such request shall not be
                  effective unless and until approved by the Committee. A
                  Participant's

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                  request to change his or her method of distribution must be
                  filed with the Committee prior to a Participant's Termination
                  of Service.

                  After a Participant's death, the Participant's Beneficiary
                  may, prior to the distribution or commencement of distribution
                  of the Participant's Deferred Compensation Account, petition
                  the Committee requesting an acceleration of benefit payments
                  otherwise due to be paid to the Beneficiary. The Committee
                  may, but is not required, to grant such request.

         c.       Notwithstanding any payment method elected by a Participant or
                  Beneficiary, the Company will pay in a lump-sum, any Deferred
                  Compensation Account balance which is less than $5,000.

4.05     Interim Distribution. At the time a Participant executes an Agreement,
         he or she may elect to receive an interim distribution equal to the
         lesser of the principal amount deferred or the value of the
         Participant's Deferred Compensation Account as of the time of the
         interim distribution. The interim distribution election shall specify
         the year ("Distribution Year") in which such interim distribution shall
         be made, which shall be no less than three (3) Plan Years after the
         Plan Year in which the deferral was originally made. Provided the
         Participant has not had an earlier Termination of Service, the interim
         distribution shall be made in a lump-sum no later than January 31st of
         the Distribution Year. A Participant may file a one-time written
         request with the Committee at least thirteen (13) months prior to the
         Distribution Year, to defer the receipt of the interim distribution
         until his or her Termination of Service. The Committee may, but is not
         required to grant the Participant's request. Any interim distribution
         paid shall be deemed a distribution, and shall be deducted from the
         Participant's Deferred Compensation Account. A separate interim
         distribution election shall be made for each Plan Year in which amounts
         are deferred and a separate interim distribution shall be made for
         Salary, Annual Incentive and/or Sales Incentive deferrals.

         If a Participant is not currently deferring any portion of his or her
         Salary, Annual Incentive and/or Sales Incentive pursuant to the terms
         of this Plan at the time he or she is scheduled to receive an interim
         distribution, and his or her remaining Deferred Compensation Account
         balance after the interim distribution was paid would be less than
         $5,000, the Participant will be paid his or her total Deferred
         Compensation Account balance at the time the interim distribution is
         due to be paid.

4.06     Hardship Distributions - Waiver of Deferrals. In the event that the
         Committee, upon written petition of the Participant or Beneficiary,
         determines in its sole discretion that the Participant or Beneficiary
         has suffered an unforeseeable financial emergency, the Company if so
         directed by the Committee, shall distribute to the Participant or
         Beneficiary as soon as reasonably practicable following such
         determination, an amount, not in excess of the value of the
         Participant's Deferred Compensation Account, necessary to satisfy the
         emergency. For purposes of this Plan, an unforeseeable financial
         emergency is an unanticipated emergency that is caused by an event
         beyond the reasonable control of

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         the Participant or Beneficiary, such as the financial hardship which
         may result from an accident, sudden illness or death of an immediate
         family member, casualty loss or sudden financial reversal. Financial
         need arising from foreseeable events, such as the purchase of a
         residence or education expenses for children, shall not be considered a
         financial emergency.

         A Participant who receives a hardship distribution pursuant to this
         Section 4.06, shall also cease making deferrals, pursuant to this Plan,
         until the calendar month next following or coincident with a twelve
         (12) month period which begins on the date the hardship distribution is
         made. A Participant who is required to cease making deferrals due to
         the receipt of a hardship distribution, shall be permitted to begin
         making deferrals into this Plan by filing a new Agreement with the
         Company which such new Agreement shall become effective with respect to
         the designated Plan Year upon acceptance of the new Agreement by the
         Company. The new Agreement must be filed with the Company at least
         thirty (30) days prior to the calendar month in which deferrals are to
         commence.

4.07     Withholding - Employment Taxes. To the extent required by the law in
         effect at the time payments are made, the Company shall withhold any
         taxes required to be withheld by any federal, state or local
         government.

4.08     Commencement of Payments. Unless otherwise provided in this Plan,
         payments under this Plan shall commence as soon as practicable
         following the Participant's eligibility for payment, but in no event
         later than sixty (60) days following receipt of notice by the Committee
         of an event which entitles a Participant or Beneficiary to payments
         under this Plan, or at such other reasonably subsequent date as may be
         determined by the Committee.

4.09     Lump-sum Settlement Option. Notwithstanding any other provision of this
         Plan, any Participant or Beneficiary may, at any time elect to receive
         an immediate lump-sum payment of all or a portion of his or her
         Deferred Compensation Account, reduced by a penalty equal to ten
         percent (10%) of the value of the amount withdrawn from the
         Participant's Deferred Compensation Account. The ten percent (10%)
         penalty amount shall be permanently forfeited and shall not be paid to,
         or in respect of, the Participant or his or her Beneficiary. In the
         event no such request is made by a Participant or Beneficiary, the
         Participant's Deferred Compensation Account shall be paid in accordance
         with the provisions of this Article IV. Distribution shall be made as
         soon as practicable and in any event within sixty (60) days following
         the election by the Participant or Beneficiary. For purposes of this
         Section 4.09, a Participant's Deferred Compensation Account shall be
         valued as of the close of business on the next available business day
         immediately following the date on which the Participant's or
         Beneficiary's request is received by the Committee. Any Participant who
         elects to receive an immediate lump-sum payment pursuant to this
         Section 4.09, shall forego further compensation deferrals into the Plan
         for the remainder of the Plan Year in which the payment is received, in
         addition to the subsequent Plan Year.

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4.10     Recipients of Payments - Designation of Beneficiary. All payments to be
         made by the Company under the Plan shall be made to the Participant
         during his or her lifetime, provided that if the Participant dies prior
         to the commencement or completion of such payments, then all subsequent
         payments under the Plan shall be made by the Company to the Beneficiary
         determined in accordance with this Section 4.10. The Participant may
         designate a Beneficiary by filing a written notice of such designation
         with the Committee in such form as the Committee requires and may
         include a contingent Beneficiary. The Participant may from time-to-time
         change the designated Beneficiary by filing a new designation in
         writing with the Committee.

         If there is not a Beneficiary designation in effect at the time any
         benefits are payable under this Plan, the Beneficiary shall be the
         Beneficiary designated by the Participant in the Company Savings Plan,
         or if no such designation exists under the Company Savings Plan, the
         Participant's estate.

4.11     Distributions in Cash. All distributions of Deferred Compensation
         Accounts shall be paid in United States dollars.

V.       CLAIM FOR BENEFITS PROCEDURE

5.01     Claim for Benefits. Any claim for benefits under the Plan shall be made
         in writing to the Committee. If such claim for benefits is wholly or
         partially denied by the Committee, the Committee shall, within a
         reasonable period of time, but not later than sixty (60) days after
         receipt of the claim, notify the claimant of the denial of the claim.
         Such notice of denial shall be in writing and shall contain:

         a.       The specific reason or reasons for the denial of the claim;

         b.       A reference to the relevant Plan provisions upon which the
                  denial is based;

         c.       A description of any additional material or information
                  necessary for the claimant to perfect the claim, together with
                  an explanation of why such material or information is
                  necessary; and

         d.       A reference to the Plan's claim review procedure.

5.02     Request for Review of a Denial of a Claim for Benefits. Upon the
         receipt by the claimant of written notice of the denial of a claim, the
         claimant may within sixty (60) days file a written request to the
         Committee, requesting a review of the denial of the claim, which review
         shall include a hearing if deemed necessary by the Committee. In
         connection with the claimant's appeal of the denial of his or her
         claim, he or she may review relevant documents and may submit issues
         and comments in writing. To provide for fair review and a full record,
         the claimant must submit in writing all facts, reasons and arguments in
         support of his or her position within the time allowed for filing a
         written request for review. All issues and matters not raised for
         review will be deemed waived by the claimant.

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5.03     Decision Upon Review of a Denial of a Claim for Benefits. The Committee
         shall render a decision on the claim review promptly, but no more than
         sixty (60) days after the receipt of the claimant's request for review,
         unless special circumstances (such as the need to hold a hearing)
         require an extension of time, in which case the sixty (60) day period
         shall be extended to one hundred-twenty (120) days. Such decision
         shall:

         a.       Include specific reasons for the decision;

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

         c.       Contain specific references to the relevant Plan provisions
                  upon which the decision is based.

         The decision of the Committee shall be final and binding in all
         respects on the Company, the claimant and any other person claiming an
         interest in the Plan through or on behalf of the claimant. No
         litigation may be commenced by or on behalf of a claimant with respect
         to this Plan until after and unless the claim and review process
         described in this Article V has been exhausted. Judicial review of
         Committee action shall be limited to whether the Committee acted in an
         arbitrary and capricious manner.

VI.      ADMINISTRATION

6.01     Plan Administration. The Plan shall be administered by the Committee.
         The Committee may assign duties to an officer or other employees of the
         Company, and may delegate such duties as it sees fit. An employee of
         the Company or Committee member who is also a Participant in the Plan
         shall not be involved in the decisions of the Company or Committee
         regarding any determination of any specific claim for benefit with
         respect to himself or herself.

6.02     General Rights, Powers and Duties of the Committee. The Committee shall
         be responsible for the management, operation and administration of the
         Plan. In addition to any powers, rights and duties set forth elsewhere
         in the Plan, it shall have complete discretion to exercise the
         following powers and duties:

         a.       Adopt such rules and regulations consistent with the
                  provisions of the Plan as it deems necessary for the proper
                  and efficient administration of the Plan;

         b.       Administer the Plan in accordance with its terms and any rules
                  and regulations it establishes;

         c.       Maintain records concerning the Plan sufficient to prepare
                  reports, returns, and other information required by the Plan
                  or by law;

         d.       Construe and interpret the Plan, and to resolve all questions
                  arising under the Plan;

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         e.       Authorize benefits under the Plan, and to give such other
                  directions and instructions as may be necessary for the proper
                  administration of the Plan;

         f.       Employ or retain agents, attorneys, actuaries, accountants or
                  other persons, who may also be Participants in the Plan or be
                  employed by or represent the Company, as it deems necessary
                  for the effective exercise of its duties, and may delegate to
                  such persons any power and duties, both ministerial and
                  discretionary, as it may deem necessary and appropriate, and
                  the Committee shall be responsible for the prudent monitoring
                  of their performance; and

         g.       Be responsible for the preparation, filing, and disclosure on
                  behalf of the Plan of such documents and reports as are
                  required by any applicable federal or state law.

6.03     Information to be Furnished. The records of the Company shall be
         determinative of each Participant's period of employment, Termination
         of Service, leave of absence, reemployment, years of service, personal
         data, and Salary, Annual Incentive and/or Sales Incentive. Participants
         and their Beneficiaries shall furnish to the Committee such evidence,
         data or information, and execute such documents as the Committee
         requests.

6.04     Indemnification. No employee of the Company or member of the Committee
         shall be liable to any person for any action taken or omitted in
         connection with the administration of this Plan unless attributable to
         his or her own fraud or willful misconduct. The Company shall not be
         liable to any person for any such action unless attributable to fraud
         or willful misconduct on the part of a director, officer or employee of
         the Company. This indemnification shall not duplicate, but may
         supplement any coverage available under any applicable insurance
         coverage.

VII.     AMENDMENT AND TERMINATION

7.01     Amendment. The Plan may be amended in whole or in part at any time by a
         written instrument adopted by the Company. Notice of any material
         amendment shall be given in writing to the Committee and to each
         Participant and Beneficiary. No amendment shall retroactively decrease
         either the balance of a Participant's Deferred Compensation Account or
         a Participant's interest in his or her Deferred Compensation Account as
         existing immediately prior to the later of the effective date or
         adoption date of such amendment.

7.02     Company's Right to Terminate. The Company reserves the sole right to
         terminate, by action of its Committee, the Plan and/or the Agreement
         pertaining to a Participant at any time prior to the commencement of
         payment of his or her benefits. In the event of any such termination, a
         Participant shall be deemed to have incurred a Termination of Service
         and his or her Deferred Compensation Account shall be paid in the
         manner provided in Section 4.01.

7.03     Special Termination. Any other provision of the Plan to the contrary
         notwithstanding, the Plan shall terminate if:

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         The Plan is held to be ERISA Funded or Tax Funded by a federal court,
         and appeals from that holding are no longer timely or have been
         exhausted. The Company may terminate the Plan if it determines, based
         on a legal opinion which is satisfactory to the Company, that either
         judicial authority or the opinion of the U.S. Department of Labor,
         Treasury Department or Internal Revenue Service (as expressed in
         proposed or final regulations, advisory opinions or rulings, or similar
         announcements) creates a significant risk that the Plan will be held to
         be ERISA Funded or Tax Funded, and failure to amend the Plan so that it
         is not ERISA Funded or Tax Funded could subject the Company or the
         Participants to material penalties.

         Upon any such termination, the Company may:

         a.       Transfer the rights and obligations of the Participants and
                  the Company to a new plan established by the Company, which is
                  not deemed to be ERISA Funded or Tax Funded, but which is
                  substantially similar in all other respect to this Plan, if
                  the Company determines that it is possible to establish such a
                  Plan; or

         b.       If the Company, in its sole discretion, determines that it is
                  not possible to establish the Plan in 7.03(a) above, the
                  Company shall pay each Participant a lump-sum equal to the
                  value of his or her Deferred Compensation Account;

         c.       Pay to a Participant a lump-sum benefit equal to the value of
                  his or her Deferred Compensation Account to the extent that
                  such final order of the federal court has held that the
                  interest of the Participant in the Plan is includable in the
                  gross income of the Participant for federal income tax
                  purposes prior to actual payment of Plan benefits; or

         d.       Pay to a Participant a lump-sum benefit equal to the value of
                  his or her Deferred Compensation Account if, based on a legal
                  opinion satisfactory to the Company, there is a significant
                  risk that such Participant will be determined not to be part
                  of a "select group of management or highly compensated
                  employees" for purposes of ERISA.

         A lump-sum payment to be made in accordance with this Section shall be
         subject to the provisions of Section 4.08.

VIII.    MISCELLANEOUS

8.01     No Implied Rights. Neither the establishment of the Plan nor any
         amendment thereof shall be construed as giving any Participant,
         Beneficiary, or any other person any legal or equitable right unless
         such right shall be specifically provided for in the Plan or conferred
         by specific action of the Committee or Company in accordance with the
         terms and provisions of the Plan. Except as expressly provided in this
         Plan, the Company shall not be required or be liable to make any
         payment under this Plan.

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8.02     No Right to Company Assets. Neither the Participant, a Beneficiary, nor
         any other person shall acquire by reason of the Plan any right in or
         title to any assets, funds or property of the Company whatsoever,
         including, without limiting the generality of the foregoing, any
         specific funds, assets or other property which the Company, in its sole
         discretion, may set aside in anticipation of a liability hereunder. Any
         benefits which become payable hereunder shall be paid from the general
         assets of the Company. The Participant and his or her Beneficiary shall
         have only a contractual right to the amounts, if any, payable
         hereunder, unsecured by any asset of the Company. Nothing contained in
         the Plan constitutes a guarantee by the Company that the assets of the
         Company shall be sufficient to pay any benefits to any person.

8.03     No Employment Rights. Nothing herein shall constitute a contract of
         employment or of continuing service or in any manner obligate the
         Company to continue the services of the Participant, or obligate the
         Participant to continue in the service of the Company, or as a
         limitation of the right of the Company to discharge any of its
         employees, with or without cause. Nothing herein shall be construed as
         fixing or regulating the Salary, and/or Annual Incentive payable to the
         Participant.

8.04     Offset. If, at the time payments or installments of payments are to be
         made hereunder, either the Participant or Beneficiary is indebted or
         obligated to the Company, then the payments remaining to be made to the
         Participant or the Beneficiary may, at the discretion of the Company,
         be reduced by the amount of such indebtedness or obligation. However,
         an election by the Company not to reduce any such payment or payments
         shall not constitute a waiver of its claim, or prohibit or otherwise
         impair the Company's right to offset future payments for such
         indebtedness or obligation.

8.05     Non-assignability. Neither the Participant, a Beneficiary, nor any
         other person shall have any voluntary or involuntary right to commute,
         sell, assign, pledge, anticipate, mortgage or otherwise encumber,
         transfer, hypothecate, or convey in advance of actual receipt the
         amounts, if any, payable hereunder, or any part thereof, which are
         expressly declared to be unassignable and non-transferable. No part of
         the amounts payable shall be, prior to actual payment, subject to
         seizure or sequestration for the payment of any debts, judgments,
         alimony or separate maintenance owed by the Participant, a Beneficiary,
         or any other person, or be transferable by operation of law in the
         event of the Participant's, a Beneficiary's, or any other person's
         bankruptcy or insolvency.

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

8.07     Notice. Any notice required or permitted to be given under the Plan
         shall be sufficient if in writing and hand delivered, or sent by
         registered or certified mail, and if given to the Committee or the
         Company, delivered to the principal office of the Company, directed to
         the attention of the Committee. Such notice shall be deemed given as of
         the date of delivery, or, if delivery is made by mail, as of the third
         business day after the date shown on the postmark or the receipt for
         registration or certification.

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8.08     Governing Laws. The Plan shall be construed and administered according
         to the laws of the State of Delaware, to the extent not pre-empted by
         federal law.

8.09     Deferred Compensation Plan Trust. The Company may establish a Trust
         with an independent trustee, and shall comply with the terms of the
         Trust. The Company may transfer to the trustee an amount of cash,
         marketable securities, or other property acceptable to the trustee
         ("Trust Property") equal in value to all or a portion of the amount
         necessary, calculated in accordance with the terms of the Trust, to pay
         the Company's obligations under the Plan (the "Funding Amount"), and
         may make additional transfers to the trustees as may be necessary in
         order to maintain the Funding Amount. Trust Property so transferred
         shall be held, managed, and disbursed by the trustee in accordance with
         the terms of the Trust. To the extent that Trust Property shall be used
         to pay the Company's obligations under the Plan, such payments shall
         discharge obligations of the Company; however, the Company shall
         continue to be liable for amounts not paid by the Trust. Trust Property
         will nevertheless be subject to claims of the Company's creditors in
         the event of bankruptcy or insolvency of the Company, and the
         Participant's, a Beneficiary's, or any other person's rights under the
         Plan and Trust shall at all times be subject to the provisions of
         Section 8.02.


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