EFUNDS CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>p69755exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    Exhibit 10.2

                               eFUNDS CORPORATION
                           DEFERRED COMPENSATION PLAN

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

<PAGE>

                               eFUNDS CORPORATION
                           DEFERRED COMPENSATION PLAN

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004

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. 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 of Control Agreement 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, 2004, which is the effective date
      of this restatement. The original effective date of this Plan was 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)    Enrollment. No later than fifteen (15) days prior to the first day
            of the first Plan Year that an employee selected for participation
            becomes a Participant, such employee shall as a condition of
            participation complete such forms and make such elections as the
            Committee may require for the effective administration of this Plan.
            Such initial enrollment shall at a minimum contain an Agreement to
            defer a portion of the Participant's compensation in accordance with
            the provisions in Section 3.02, along with a form (the Payout
            Election Form) for the time and manner of payment of the employee's
            Deferred Compensation Account.

      c)    Effect of Election. Except as provided in Section 4.06 regarding
            "Hardship Distribution - Waiver of Deferrals," an Agreement, once
            accepted by the Committee, shall be irrevocable for the Plan Year
            with respect to which it is made. Such Agreement shall remain in
            effect for subsequent Plan Years unless, no later than fifteen (15)
            days prior to a subsequent Plan Year, the Agreement is changed or
            terminated by the employee or the employee is not selected for
            participation for that subsequent Plan Year. Notwithstanding the
            foregoing, in connection with this restatement, for the Plan Year
            beginning January 1, 2004, a Participant may complete a deferral
            Agreement during such year, provided that

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            such Agreement must be completed and returned to the Committee
            within thirty (30) days after he or she is notified of his or her
            eligibility to participate for 2004.

      d)    Automatic Enrollment. Each Participant who participates in the
            Company Savings Plan and whose Company contributions under the
            Company Savings Plan are limited for the reasons described in
            Section 3.05 below shall automatically be enrolled to participate in
            the Company Allocation portion of this Plan and share in any
            discretionary Company Allocation made by the Company pursuant to
            Section 3.05.

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 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. 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 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.

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

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      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 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 credit 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:

            -     additional deferrals pursuant to Section 3.02,

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

            -     distributions (if any); and

            -     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

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      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 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
      deemed 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 deemed 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 Committee shall adopt rules
      specifying the deemed investment options, the circumstances under which a
      particular option may be elected (or shall be automatically utilized), the
      minimum or maximum percentages which may be allocated to the investment
      option, the procedures for making or changing elections, the extent (if
      any) to which Beneficiaries of deceased Participants may make investment
      elections and the effect of a Participant's or Beneficiary's failure to
      make an effective investment election with respect to all or any portion
      of a Deferred Compensation Account. The Committee shall determine the
      amount and rate of investment gains or losses with respect to any deemed
      investment option for any period, and may take into account any deemed
      expenses which would be incurred if actual investments were made.

      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.

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

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      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 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

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            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 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)    Small Accounts. 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.

      d)    Default Election of Form of Distribution. If a Participant fails to
            elect a form of distribution at the time of initial enrollment in
            the Plan, such Participant shall be deemed to have elected that
            distribution be made in an immediate lump sum at Termination of
            Service as described in Section 4.04(a).

4.05  Interim Distribution. At the time a Participant enrolls in the Plan and
      executes an Agreement under Section 3.01(b), and no later than fifteen
      (15) days prior to the first day of each subsequent Plan Year, he or she
      may elect to receive an interim distribution equal to the lesser of the
      amount deferred for the Plan Year (plus earnings thereon, if any) 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

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      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.

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 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

                                      -9-
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      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.

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 or beneficiaries designated by the Participant in the Company
      Savings Plan, or if no such designation is in effect under the Company
      Savings Plan, the Participant's Deferred Compensation Account, or the part
      thereof that as to which a designation fails, as the case may be, shall be
      payable in accordance with the default beneficiary rules under the Company
      Savings Plan.

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;

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      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.

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.

                                      -11-
<PAGE>

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;

      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.

                                      -12-
<PAGE>

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:

      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

                                      -13-
<PAGE>

            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.

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

                                      -14-
<PAGE>

      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.

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.

                                      -15-
<PAGE>

IN WITNESS WHEREOF, the Company has adopted this amended and restated eFunds
Corporation Deferred Compensation Plan effective January 1, 2004.

eFunds Corporation

By: /s/ Michele J. Langstaff
    _________________________

Its: SVP, HR
    _________________________

                                      -16-

</TEXT>
</DOCUMENT>
