NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS

Exhibit 10.20


DESCRIPTION OF NON-EMPLOYEE DIRECTOR
COMPENSATION ARRANGEMENTS


Directors who are employees of the Company do not receive compensation for
their service on the Board other than their compensation as employees. During
1997, Directors who were not employees of the Company ("Independent Directors")
each received a $30,000 annual board retainer, payable quarterly. An additional
$11,600 annual committee retainer was paid to the chair of each committee and a
$6,600 annual committee retainer was paid to each other member of a committee.
Fees are not paid for attendance at meetings. In addition to the foregoing,
Independent Directors may receive compensation for the performance of duties
assigned by the Board or its Committees that are considered beyond the scope of
the ordinary responsibilities of Directors or Committee members.

For 1998, the annual board retainer was increased to $50,000, the retainer
payable to the chairperson of board committees was increased to $12,500 and the
annual committee retainer was increased to $7,500 in connection with the
adoption of a retainer stock and deferral plan, the phasing out of the
Independent Director retirement plan and the discontinuation of the annual
option grant program for Independent Directors. Retainers are paid quarterly.

Harold V. Haverty, the Company's former President and Chief Executive
Officer, served as a director between the Company's 1997 regular meeting of
shareholders (the "1997 Meeting") and November 1998, when he became a director
emeritus. Mr. Haverty will retire from this position immediately prior to the
Company's 1998 regular meeting (the "Meeting") of shareholders. Mr. Haverty
continued to receive his board and committee retainers (payable in cash) as a
director emeritus. Mr. Haverty retired as an employee of the Company immediately
prior to the 1997 Meeting.

Each new Independent Director receives a one-time grant of 1,000 shares of
restricted stock under the Stock Incentive Plan as of the date of his or her
initial election to the Board of Directors. Messrs. Robinson and Tyabji received
such a grant in 1997. The restricted stock vests in equal installments on the
dates of the Company's regular shareholders' meetings in each of the three years
following the date of grant, provided that the Director remains in office
immediately following the regular meeting. Restricted stock awards also vest
immediately upon an Independent Director's retirement from the Board in
accordance with the Company's policy with respect to mandatory retirement.

In 1997, each Independent Director elected at the 1997 Meeting received a
non-qualified option to purchase 1,000 shares of the Company's Common Stock
under the Stock Incentive Plan on the date of the 1997 Meeting. These options
have an exercise price equal to the fair market value of the underlying Common
Stock on the date of grant, became fully exercisable six months after the date
of grant and will expire on the tenth anniversary of such date. The options also
terminate three months following the date upon which a participant ceases to be
a Director of the Company. This option program has been discontinued and options
will not be granted in connection with the Meeting.

DRH Strategic Consulting, Inc., a corporation controlled by Mr. Hollis and
for which Mr. Hollis serves as President ("DRH"), provides, through the services
of Mr. Hollis, advisory services to the Company and its joint venture with HCL
Corporation of India (the "Joint Venture") regarding their respective
strategies, technology and product plans and assists the Company and the Joint
Venture in communicating their strategic initiatives to the financial services
industry. DRH was paid a total of $84,750 in consulting fees by the Company
($69,750) and the Joint Venture ($15,000) in 1997 and reimbursed by such
entities for an aggregate of $43,575 of expenses incurred in providing such
services. Consulting fees are not paid under this arrangement for Mr. Hollis'
attendance at Board and Committee meetings. An agreement extending Mr. Hollis'
services during 1998 is currently under discussion.