BEARINGPOINT INC. MANAGING DIRECTOR DEFERRED COMPENSATION PLAN Amended and Restated Effective December 31, 2008

Exhibit 10.41

BEARINGPOINT INC.

MANAGING DIRECTOR DEFERRED COMPENSATION PLAN

Amended and Restated Effective December 31, 2008

TABLE OF CONTENTS

BEARINGPOINT, INC.

MANAGING DIRECTOR DEFERRED COMPENSATION PLAN

Amended and Restated Effective December 31, 2008

Purpose

     The Managing Director Deferred Compensation Plan (the “Plan”) was originally effective January 1, 2005, in response to the enactment of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan was previously amended and restated effective January 1, 2006 to reflect changes in the compensation program for managing directors and in response to proposed regulations under Code Section 409A. The Plan is being amended and restated effective December 31, 2008 in response to final regulations under Code Section 409A and additional 409A related guidance issued by the Internal Revenue Service.

     The purpose of this Plan is to provide specified benefits to a select group of management and highly compensated Employees who contribute materially to the continued growth, development and future business success of BearingPoint, Inc., a Delaware corporation. This Plan shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. This Plan is intended to meet the requirements of Code Section 409A and the regulations thereunder, relating to nonqualified deferred compensation plans and shall be interpreted in all respects in accordance therewith.

ARTICLE 1
Definitions

     For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1 “401(k) Plan” shall mean the Amended and Restated BearingPoint, Inc. 401(k) Plan adopted by the Company, as it may be amended from time to time.

1.2 “Account Balance” shall mean, with respect to a Participant, a credit on the records of the Employer equal to the sum of the Deferral Account balance and the Employer Matching Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3 “Affiliate” shall mean (i) a corporation that is a member of a controlled group of corporations (as determined pursuant to Code Section 414(b)) which includes the Company and (ii) a trade or business (whether or not incorporated) which is under common control (as determined pursuant to Code Section 414(c)) of the Company.

1.4 “Annual Base Salary” shall mean the annual cash compensation relating to services performed during any Plan Year, whether or not paid in such Plan Year or included on the Federal Income Tax Form W-2 for such Plan Year, excluding bonuses, commissions, royalties, overtime, fringe benefits, relocation expenses, incentive payments, non-monetary awards,

directors fees and other fees, automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Annual Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 402(e)(3), or 402(h) pursuant to plans established by the Employer; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Employee. “Annual Base Salary” shall include Base Units, as that term is defined under the MD Compensation Plan, paid during any Plan Year on a periodic monthly or semi-monthly basis; but shall not include Reserve Units, Performance Units, or Breakthrough Awards, as those terms are each defined under the MD Compensation Plan, respectively.

1.5 “Annual Deferral Amount” shall mean that portion of a Participant’s Annual Base Salary that a Participant elects to defer, and is deferred, in accordance with Article 3 for any one Plan Year. In the event of a Participant’s Retirement, Disability (if deferrals cease in accordance with Section 6.1), death or a Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld from the Participant’s Annual Base Salary for services performed for the Employer prior to such event.

1.6 “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 7, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7 “Beneficiary Designation Form” shall mean the form (electronic, paper or other medium) established from time to time by the Committee that a Participant completes and returns to the Committee to designate one or more Beneficiaries.

1.8 “Board” shall mean the board of directors of the Company.

1.9 “Change in Control” shall mean either a change in the ownership of the Employer (as that term is defined under Treasury Regulation Section 1.409A-3(i)(5)(v)), a change in the effective control of the Employer (as that term is defined under Treasury Regulation Section 1.409A-3(i)(vi)) or a change in the ownership of a substantial portion of the Employer’s assets (as that term is defined under Treasury Regulation Section 1.409A-3(i)(vii)).

1.10 “Claimant” shall have the meaning set forth in Section 12.1.

1.11 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.12 “Committee” shall mean the committee described in Article 10.

1.13 “Company” shall mean BearingPoint, Inc., a Delaware corporation and any successor to such corporation that adopts the Plan.

1.14 “Deduction Limitation” shall mean the following described limitation on a benefit that may otherwise be distributable pursuant to the provisions of this Plan. Except as otherwise

provided, this limitation shall be applied to all distributions that are “subject to the Deduction Limitation” under this Plan. If prior to a Change in Control the Company reasonably anticipates that any compensation paid to a Participant for a taxable year of the Company would not be deductible by the Company solely by reason of the limitation under Code Section 162(m), the Company may defer a distribution under this Plan in accordance with the requirements of Treasury Regulation 1.409A-2(b)(7)(i). Any amounts deferred pursuant to this limitation shall continue to be credited/debited with additional amounts in accordance with Section 3.7 below. The amounts so deferred and amounts credited/debited thereon shall be distributed to the Participant or his or her Beneficiary (in the event of the Participant’s death) at the earliest date permissible or required under Treasury Regulation 1.409A-2(b)(7)(i), or if earlier, the effective date of a Change in Control. Notwithstanding anything to the contrary in this Plan, the Deduction Limitation shall not apply to any distributions made after a Change in Control.

1.15 “Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.16 “Disability” shall mean a medically determinable physical or mental impairment which can be expected to result in death or to last for a continuous period of not less than 12 months (i) which prevents the affected Participant from engaging in any substantial gainful activity or (ii) on account of which the affected Participant receives income replacement benefits for a period of not less than 3 months under a Company-sponsored accident and health plan. “Disability” is intended to have the same meaning as this term is defined under Code Section 409A and the regulations thereunder.

1.17 “Disability Benefit” shall mean the benefit set forth in Article 6.

1.18 “Distribution Election Form” shall mean the form (electronic, paper or other medium) established by the Committee that a Participant completes and returns to the Committee to establish the form and timing of payments of a Participant’s vested Account Balance in accordance with Article 5.

1.19 “Election Form” shall mean the form established by the Committee that a Participant completes and returns to the Committee to make his or her deferral election under the Plan.

1.20 “Employee” shall mean an individual whose relationship with an Employer is, under common law, that of an employee.

1.21 “Employer” shall mean the Company and any Affiliate that, with the consent of the Company, elects to participate in the Plan and any successor entity that adopts the Plan pursuant to Section 14.11. If any such entity withdraws, is excluded from participation in the Plan or terminates its participation in the Plan, such entity shall thereupon cease to be an Employer.

1.22 “Employer Matching Account” shall mean (i) the sum of all of a Participant’s Employer Matching Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of this Plan that relate to the Participant’s Employer Matching Account, less (iii) all

distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Employer Matching Account.

1.23 “Employer Matching Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.4.

1.24 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.25 “Hardship” shall mean a severe financial hardship to the Participant resulting from an illness or accident affecting the Participant or the Participant’s spouse or dependent, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the Participant’s control. Any amount distributed to the Participant under this Plan in connection with a Hardship shall not exceed the amount reasonably necessary to satisfy the hardship plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). “Hardship” as defined herein is intended to have the same meaning as “Unforeseeable Emergency” as defined under Code Section 409A(a)(2)(B)(ii)(I) and Treasury Regulation 1.409A-3(i)(3).

1.26 “MD Compensation Plan” means the BearingPoint Managing Director Compensation Plan, originally effective January 1, 2005, as it may be amended from time to time.

1.27 “Participant” shall mean (i) any Employee who is a Managing Director of the Employer, or any other individual selected by the Committee to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who completes an Election Form, (iv) whose completed Election Form is accepted by the Committee, (v) who commences participation in the Plan, and (vi) whose participation has not terminated.

1.28 “Plan” shall mean the BearingPoint, Inc. Managing Director Deferred Compensation Plan, which shall be evidenced by this instrument as amended and restated effective as of the close of business December 31, 2008, and as may be amended from time to time.

1.29 “Plan Year” shall mean the twelve-month period commencing January 1 and ending December 31.

1.30 “Retirement” shall mean the date on or after an Employee’s attainment of age 65 on which the Employee retires from the service of all Employers.

1.31 “Specified Employee” shall mean a key employee (as defined in Code Section 416(i), without reference to paragraph (5) thereof) of the Employer. For purposes of this definition, an Employee is a key employee if the Employee meets the requirements of Code Section 416(i) (disregarding paragraph (5) thereof) at any time during the twelve-month period ending on an identification date. The identification date for this purpose shall be December 31. If an Employee is a key employee as of December 31, the Employee is treated as a Specified Employee for the twelve-month period beginning on April 1 immediately following such date.

1.32 “Stock” shall mean BearingPoint, Inc. common stock, $0.01 par value per share, or any other equity securities of the Company designated by the Committee.

1.33 “Termination of Employment” shall mean the severing of employment with all Employers, voluntarily or involuntarily, for any reason other than Retirement, death, Disability or an authorized leave of absence; provided that such severing of employment constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and Treasury Regulation 1.409A-1(h).

1.34 “Trust” shall mean one or more trusts established, effective as of January 1, 2005 between the Company and the trustee named therein, as amended from time to time.

1.35 “Year of Service” shall have the same meaning as the term Vesting Service under the 401(k) Plan.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1 Selection by Committee . Participation in the Plan shall be limited to Employees who are Managing Directors of the Company or above and any other individuals as determined by the Committee, in its sole discretion, from a select group of management and highly compensated Employees of the Company. From that group, the Committee shall select, in its sole discretion, Employees to participate in the Plan.

2.2 Enrollment Requirements . As a condition to participation, each selected Employee shall complete and return to the Committee an Election Form on or before December 31 prior to the Plan Year for which such Employee has been selected to begin participation in the Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3 Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period, that Employee shall commence participation in the Plan on the January 1 of the Plan Year after the Employee completes all enrollment requirements. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee of the required documents. A Participant’s deferral election in a Plan Year following commencement of participation in the Plan is governed by Section 3.2.

2.4 Termination of Participation and/or Deferrals . If the Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 30l(a)(3), and 401(a)(1) of ERISA, the Committee shall have the right, in its sole discretion, to prevent the Participant from making deferral elections for future Plan Years following the Plan Year in which the Participant has ceased to qualify.

ARTICLE 3
Deferral Commitments/Employer Matching/Crediting/Taxes

3.1 Minimum/Maximum Deferrals . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, a minimum of 0% and a maximum of 50% of his or her Annual Base Salary. The election must be in increments of one percentage point (1%). If an election is made for less than the stated minimum percentage, or if no election is made (if an election is required), the deferral shall be zero percent.

3.2 Election to Defer; Effect of Election Form .

3.3 Withholding of Annual Deferral Amounts . For each Plan Year, the Annual Deferral Amount shall be withheld from each regularly scheduled Annual Base Salary payroll at the elected percentage.

3.4 Employer Matching Amount . For each Plan Year, the Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Matching Contribution Account under this Plan, which amount shall be for that Participant. Any Employer Matching Contributions for a given Plan Year will be limited to the amount that would have been available under the terms of the 401(k) Plan but for any reduction in allowable elective deferrals to the 401(k) Plan due to nondiscrimination testing results for the plan year of the 401(k) Plan.

3.5 Investment of Trust Assets . The trustee of the Trust shall be authorized, upon written instructions received from the Committee or investment manager appointed by the Committee, to invest and reinvest the assets of the Trust in accordance with the applicable trust agreement.

3.6 Vesting . A Participant shall at all times be 100% vested in his or her Deferral Account. A Participant shall be vested in his or her Employer Matching Account in accordance with the vesting provisions of the 401(k) Plan.

3.7 Crediting/Debiting of Account Balances . In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules: