ADOPTION AGREEMENT FOR PEN-CAL ADMINISTRATORS PROTOTYPE SUPPLEMENTAL DEFERRED COMPENSATION PLAN

Exhibit 10.2

ADOPTION AGREEMENT

FOR

PEN-CAL ADMINISTRATORS

PROTOTYPE SUPPLEMENTAL DEFERRED COMPENSATION PLAN

ADOPTION AGREEMENT FOR

PEN-CAL ADMINISTRATORS

PROTOTYPE SUPPLEMENTAL DEFERRED COMPENSATION PLAN

ADOPTION OF PLAN — [Select one]

Adoption - With the consent of PEN-CAL Administrators (the “Sponsor”), the undersigned Digital Insight Corporation (the “Employer”) hereby adopts as a Nonqualified Deferred Compensation Plan for the individuals identified in Item 5 herein the form of Plan known as PEN-CAL Administrators Prototype Supplemental Deferred Compensation Plan.

Amendment of Previous Nonqualified Deferred Compensation Plan – (the “Employer”) previously has adopted a Nonqualified Deferred Compensation Plan, known as the [enter name of previous plan], and the execution of this Adoption Agreement constitutes an amendment to that Plan, effective only for Deferrals, Contributions, earnings, gains, losses, depreciation and appreciation credited thereto or debited therefrom on and after the Effective Date listed in Section 2 below. All other amounts in the plan shall be subject to the provisions of the previous plan document. This option is appropriate if the previous plan contains grandfathered amounts not subject to Section 409A of the Internal Revenue Code. Grandfathered amounts were contributed to the plan prior to January 1, 2005 under the terms of the plan in effect prior to October 4, 2004, and those plan terms have not since been materially modified. Grandfathered amounts and earnings will be administered under the terms of the prior plan document.

Restatement of Previous Nonqualified Deferred Compensation Plan – (the “Employer”) previously has adopted a Nonqualified Deferred Compensation Plan, known as the [enter name of previous plan], and the execution of this Adoption Agreement constitutes a restatement of that Plan, effective as of the Effective Date listed in Section 2 below for all funds under the Plan. This option is appropriate if the previous plan does not contain “grandfathered” amounts (see description above), or if Employer wishes to apply Section 409A rules to all amounts in the plan (even pre-2005 amounts), or if previous plan has been materially modified and thus become subject to Section 409A.

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NAME OF PLAN

The name of this Plan as adopted by the Employer is the [enter name of Plan]. Digital Insight Deferred Compensation Plan (the “Plan”).

INDIVIDUALIZED PLAN INFORMATION

With respect to the variable features contained in the Plan, the Employer hereby makes the following selections granted under the provisions of the Plan:

1.	Adopting Entity. The Employer adopts the Plan as:

List type of business entity (corporation, partnership, controlled group of corporations, etc.) Corporation – Delaware

List each Employer adopting the Plan and Employer Identification Number (EIN):


Name of Employer:	Digital Insight Corporation	EIN:	▇▇-▇▇▇▇▇▇▇
Name of Employer:		EIN:
Name of Employer:		EIN:
Name of Employer:		EIN:
Name of Employer:		EIN:
*(attach additional lists as necessary)*

The adopting Employers and the Employer are referred to herein collectively as the “Employer.”

2.	Effective Date. The “Effective Date” of the adoption of this Plan, this Plan amendment or this Plan restatement is *[enter date]* July 1^st, 2006.

3.	Plan Year. The “Plan year” of the Plan shall be *[select one]*:

the calendar year.

the fiscal year or other 12- month period ending on the last day of [specify month].

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a short Plan year beginning on , and ending on , ; and thereafter the Plan year shall be as indicated in (a) or (b) above.

Plan Administrator. The “administrator” of the Plan is The Deferred Compensation Committee to include the Chief Financial Officer, General Counsel, Head of Human Resources, and Director of Compensation and Benefits [fill in the name(s) of the individual(s) or job title(s) or entity (such as a committee) that is (are) responsible for administration of the Plan], and such other person(s) or entity as the Employer shall appoint from time to time.

5.	Eligible Individuals. The following shall be eligible to participate in the Plan: *[select all that apply – do not list individual names or job titles]:*

A select group of management or highly-compensated Employees as designated by the Employer in separate resolutions or agreements;

Employee Board Members;

Non-Employee Board Members;

Other Service Providers (i.e., independent contractors, consultants, etc.)

Employees or other Service Providers above the following Compensation threshold: [enter dollar amount] $ ;

Employees with the following job titles: [enter job title(s); for example, “Vice President and above”] Director level and above who are full-time or part-time with benefits who have been designated by the Deferred Compensation Committee

Other [enter description] Non-employee members of the Board of Directors are eligible September 1, 2006.

Eligibility Timing. Eligibility timing selected below shall apply uniformly to all Participant Deferrals (including Performance-Based Bonus Deferrals), as well as Employer Matching Contributions and Other Employer Contributions, unless otherwise indicated. If the Employer wishes to provide for separate eligibility rules for different types of Compensation (for example, Salary vs. Bonus), or for types

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of Contributions (for example, Employer Matching Contributions vs. Participant Deferrals), ▇▇▇▇ “Other” below and attach exhibits as necessary [select one]:

Eligible immediately upon employment or attainment of eligible category (in the case of consultants or independent contractors, eligible immediately upon date services will be performed; in the case of non-Employee Board Members, eligible immediately upon appointment to the Board);

Eligible after the following period of employment, Board service, etc. [enter number of days, months or years, for example, 90 days] ;

Eligible at the same time as eligible for Employer’s qualified 401(k) or other retirement plan;

Eligible immediately upon designation by the Plan administrator or Employer;

Other [enter description]:

Types and Amounts of Participant Deferrals [select all that apply and enter minimum and maximum percentages in increments of one percent (for example, Salary minimum 0% maximum 100%). Note that no Deferral election can reduce a Participant’s Compensation below the amount necessary to satisfy required withholding for FICA/Medicare/income taxes, required Participant Contributions into another Employer-sponsored benefit plan such as medical insurance, 401(k) loan repayments, etc.]:

Salary [select one]:

percentage [enter minimum 0% and maximum 50%]