1.                                        PURPOSE.  The purpose of the 2000 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors (formerly, called the “USA Networks, Inc. Deferred Compensation Plan for Non-Employee Directors”) (the “ Plan ”) is to provide non-employee directors of IAC/InterActiveCorp (or any successor thereto) (the “ Company ”) with an opportunity to defer Director Fees (as defined in paragraph 4(b) below).

2.                                        EFFECTIVE DATE.  The Plan became effective upon approval by both the Board of Directors and the stockholders of the Company.

3.                                        ELIGIBILITY.  Any member (a “ Director ”) of the Board of Directors of the Company (the “ Board ”) who is not an employee of the Company or of any subsidiary or affiliate of the Company is eligible to participate in the Plan

4.                                        ELECTION TO DEFER COMPENSATION.

a.                                        TIME OF ELIGIBILITY.  An election to defer compensation shall be made by a nominee for election as a Director who is not then serving as a Director prior to the time of election to the Board for the relevant elected term and prior to the right to receive any compensation with respect to such term provided that such election shall only apply to compensation earned for services performed after the date of such election.  A Director who has not previously elected to defer receipt of compensation or who has subsequently discontinued such election may elect to defer compensation by giving notice prior to November 1 of each year, but any such election shall only be effective for compensation payable during the calendar year following such notice and thereafter.  An election shall continue in effect until the end of the participant’s service as a Director or until the end of the calendar year during which the Director gives the Company written notice of the discontinuance of the election, whichever shall occur first.  Such a notice of discontinuance shall operate prospectively from the first day of the calendar year following the giving of notice referred to in the preceding sentence, and compensation payable during any subsequent calendar year shall not be deferred (absent any timely future deferral election), but compensation theretofore deferred shall continue to be withheld and shall be paid in accordance with the notice of election pursuant to which it was withheld.

b.                                       AMOUNT OF DEFERRAL.  A participant may elect to defer receipt of all or a specified portion of the annual retainer fee receivable by such Director for service as a Director of the Company and all meeting attendance fees (which shall include compensation and audit committee meeting attendance fees) receivable by such Director that are otherwise payable to the participant in cash (the “ Director Fees ”).

c.                                        MANNER OF ELECTING DEFERRAL.  A participant shall elect to defer Director Fees by giving written notice to the Company in the form attached hereto as Exhibit A.  Such notice shall include:

 (i)                              the percentage or amount of annual fees to be deferred (the “ Deferred Fees ”);

(ii)                              an allocation of the deferral between the “ Cash Fund ” or “ Share Units ”; and

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(iii)                                in the case of a participant’s initial election only, an election of a lump-sum payment or of a number of annual installments (not to exceed five) for the payment of the Deferred Fees (plus the amounts (if any) credited under Section 5), with such lump-sum payment or the first installment payment occurring on the later of (A) the calendar year following the calendar year in which the participant’s Separation from Service occurs (but not earlier than January 15 th  of such year) or (B) the first day of the seventh month following the date on which the participant’s Separation from Service occurs (and otherwise in compliance with applicable law), with any successive annual installment payments to be made not earlier than January 15 th  of each such year.  Any payment election made by a participant in connection with his or her initial election to participate in the Plan shall apply to all Deferred Fees, whether covered by the initial deferral election or a subsequent deferral election; provided, however , that this paragraph 4(c)(iii) shall not preclude subsequent modifications to the payment election described immediately above that are made in connection with a participant’s Separation from Service and in compliance with paragraph (d) below.

d.                                       CHANGE IN DEFERRAL.  A participant may change his or her payment election in accordance with the following requirements:

  (i)                                Subject to clauses (ii) and (iii) of this paragraph (d), such election may not take effect until the twelve (12) month anniversary of the date the election is made and filed with the Secretary of the Company using a form prescribed by the Company;

 (ii)                                Such lump-sum payment or the first installment payment shall not be made less than five (5) years after the date that the participant’s Deferred Fees (plus the amounts (if any) credited under Section 5) would have been paid pursuant to paragraph (c)(iii) above (or such later year if a prior modification was made pursuant to this paragraph); and

(iii)                                Any new election shall not be effective unless made at least twelve (12) months prior to the year in which the payment of the Deferred Fees (plus the amounts (if any) credited under Section 5) would otherwise commence.

5.                                        DEFERRED COMPENSATION ACCOUNT.  The Company shall establish a book-entry account for each participant to record the participant’s Deferred Fees (the “ Account ”).

a.                                        For Deferred Fees allocated by the participant to the Cash Fund:

 (i)                                   at the time the Director Fees would otherwise have been payable, the Account will be credited with the amount of the Deferred Fees, receipt of which the participant has elected to defer, and

(ii)                                   at the end of each calendar year or terminal portion of a year, the Account will be credited with deemed interest, at an annual rate equivalent to the weighted average prime or base lending rate of JP Morgan Chase Bank (including any successor thereto or such other financial institution that may be selected from

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time to time by the Secretary of the Company in accordance with paragraph 10 of the Plan and in accordance with applicable law) for the relevant year or portion thereof (the “ Interest Equivalents ”), upon the average daily balance in the Account during such year or portion thereof.

b.                                       For Deferred Fees allocated by the participant to Share Units:

(i)                                      at the time the Director Fees would otherwise have been payable, (A) the Account will be credited with the amount of the Deferred Fees, receipt of which the participant has elected to defer and (B) such amount of Deferred Fees shall be converted on such date in book entry to a number of “Share Units” (computed to the nearest 1/1000 of a share) equal to the number of shares of common stock, par value $0.001 per share (“ Common Stock ”), of the Company that could have been purchased on such date with such amount of Deferred Fees, using the closing price for the Common Stock on such date (or, if such date is not a trading day, on the next preceding trading day) on The Nasdaq Stock Market’s National Market System (“ Nasdaq ”) or, if the Common Stock is not then listed or quoted o