PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

I.

N AME A ND P URPOSE

II.

E FFECTIVE D ATE

A.

The Plan is hereby amended and restated effective as of January 1, 2009 to reflect certain design changes in order for the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and to otherwise meet current needs.

B.

It is the intent of the Company that amounts deferred under the Plan shall not be taxable to any Director for income tax purposes until the time actually received by the Director.

III.

P ARTICIPANTS

IV.

D EFERRAL OF C ASH C OMPENSATION

A.

On or before December 31 of any year, each Director eligible to participate shall be entitled to make an irrevocable election on the form established from time to time by the Committee (hereinafter the “Cash Compensation Deferral Agreement”) to defer receipt of all or a specified portion of the cash compensation otherwise payable (whether or not otherwise deferred) from the Company for the following calendar year. Such election shall remain effective only for such following calendar year, and separate elections must be made with respect to each subsequent calendar years. The term “cash compensation” as used

herein shall mean compensation paid to Directors by the Company for services rendered to the Company as a Director in the form of either annual retainer or meeting fees.

B.

For the first calendar year that a Director becomes eligible, a Director must complete, execute, and return to the Committee a Cash Compensation Deferral Agreement within 30 days after the Director becomes eligible; provided the Director has not participated in any other nonqualified deferred compensation plan that is an account balance plan maintained by the Company. Elections under the Prior Plan with respect to cash compensation payable in the 2005 calendar year, which were made on or prior to December 31, 2004 (or, to the extent applicable, prior to March 15, 2005, pursuant to the transition rules applicable to Code Section 409A), shall be recognized under the terms of this Plan in accordance with rules adopted by the Committee in lieu of being recognized under the terms of the Prior Plan.

C.

Directors may elect to defer receipt of up to 100% of their cash compensation.

V.

C ASH C OMPENSATION D EFERRAL A CCOUNTS

A.

Separate Cash Compensation Deferral Accounts shall be established and maintained for each Participant reflecting the amount deferred by the Participant in the Plan with respect to each separate plan year.

B.

At the end of each calendar quarter an amount equal to the Participant’s deferral for such quarter shall be credited to the appropriate Cash Compensation Deferral Account of such Participant to reflect the cash compensation otherwise payable during periods ending in that calendar quarter but deferred pursuant to the Plan by the Participant. Interest will be credited to the Participant’s Cash Compensation Deferral Account as of the last day of each calendar quarter based upon the balance in the Participant’s Cash Compensation Deferral Account on the first day of such quarter after reducing that Cash Compensation Deferral Account to reflect any distributions or withdrawals from such Cash Compensation Deferral Account during such quarter and after crediting the Cash Compensation Deferral Account with fifty percent of the deferrals for such calendar quarter. Interest for each calendar quarter shall be based on the three month London Interbank Offered Rate (or similar index designated by the Committee) plus 1.5%.

VI.

[R ESERVED ]

VII.

D EFERRAL O F R ESTRICTED S TOCK

A.

For purposes of this Article VII, the following terms shall be defined as follows:

B.

The provisions of this Article VII shall apply to all deferral elections made in compliance with this Article VII. All Directors who receive a Restricted Stock Award under a Stock Plan of the Company after the effective date of this Plan whose agreement provides that the recipient may elect to defer the receipt of such Restricted Stock Award are permitted to make deferral elections with respect to such Restricted Stock Awards under this Plan by following the provisions of this Article VII.

C.

Eligible Directors who elect to defer Restricted Stock Awards must enter into an irrevocable Restricted Stock Deferral Agreement, in the form approved by the Committee, which provides for the exchange of shares of Restricted Stock for Restricted Stock Units. A Restricted Stock Deferral Agreement must be filed: (i) within 30 days of the date that a Restricted Stock Award is granted, provided that the earliest that any restriction imposed on any portion of such award shall lapse is at least 13 months from the date that the Restricted Stock Award is granted or (ii) in the event that (i) does not apply, prior to the date that a Restricted Stock Award is granted.

D.

Each Restricted Stock Deferral Agreement shall set forth: (a) the number of shares of Restricted Stock to be deferred; (b) the date of grant of such shares of Restricted Stock; (c) the date or dates on which the restrictions imposed on such shares of Restricted Stock lapse; (d) the date on which the Restricted Stock Units credited to the Participant’s Restricted Stock Unit Account shall become payable;

(e) whether distribution of the Restricted Stock Units shall be in installments or in a lump sum; and (f) any other item determined to be appropriate by the Committee. Participants agree to execute any form that may be required by the Company’s stock transfer agent with respect to book-entry or certificated shares. If the shares are not held in book-entry format by the Company’s stock transfer agent, eligible Directors deferring Restricted Stock Awards must also tender the certificates for the shares of Restricted Stock with respect to which the Restricted Stock Deferral Agreement is being entered into at the time the Restricted Stock Deferral Agreement is tendered.

E.

The effective date of the deferral of Restricted Stock hereunder is the close of business on the business day on which the Committee, or its designee, receives the Restricted Stock Deferral Agreement, and if the shares of Restricted Stock are not held in book-entry format, the certificates for the shares of Restricted Stock, along with any properly completed and executed stock powers that may be requested by the Committee.

F.

Until the date specified in the Participant’s Restricted Stock Deferral Agreement as the date on which restrictions on the shares of Restricted Stock will lapse, RSUs credited to such Participant’s Restricted Stock Unit Account upon the deferral of such shares of Restricted Stock shall remain subject to forfeiture under the provisions of the Stock Plan and any related Restricted Stock Award agreement in the same manner as the shares of Restricted Stock deferred hereunder. The RSUs will be subject to restrictions identical to the restrictions on the shares of Restricted Stock deferred hereunder, and the restrictions on the RSUs shall lapse, if at all, at the same time and in the same manner that the restrictions on the shares of Restricted Stock would have lapsed had the participant not made a deferral election.

G.

For each Participant electing to defer Restricted Stock, upon the effective date of the deferral, a RSU Account will be established by the Company, reflecting one RSU for each Restricted Stock share deferred hereunder. A subaccount representing cash equal to the earnings credited to the RSU Account with respect to dividend equivalents and interest thereon as calculated pursuant to Section V.B hereof, will also be established, unless the Participant has elected to receive earnings attributable to RSUs currently, and not on a deferred basis, pursuant to Section VII.J hereof. Earnings will be credited to the Participant’s cash subaccount as follows: on each date on which the Company pays a dividend on its Common Stock, an amount equal to such dividend will be credited to the Participant’s Account with respect to each RSU. Then, an additional amount will be credited to the Participant’s cash subaccount to reflect earnings pursuant to Section V.B hereof to reflect earnings on the dividend equivalents from the time they were credited to the cash subaccount hereunder.

H.

In the event of a stock dividend, split-up, or combination of the Common Stock, merger, consolidation, reorganization, or recapitalization affecting the Common Stock, such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits

intended to be made available under this Article VII, then the Committee may make appropriate adjustments to the number of Share Units credited to any RSU Account. The determination of the Committee as to such adjustments, if any, shall be binding and conclusive.

I.

Restricted Stock Units shall be distributed in the form of Common Stock. Distributions from a Participant’s RSU Account and related RSU cash subaccount pursuant to Article VIII hereof will be computed as follows: with respect to the Participant’s RSU Account, one share of Common Stock will be distributed for each RSU credited to such RSU Account; and with respect to the Participant’s RSU cash subaccount, cash in the amount credited to such subaccount will be paid to the Participant.

J.

A Participant may elect to receive earnings attributable to the Participant’s RSU cash subaccount currently, and not on a deferred basis, by indicating such an election on the Participant’s Restricted Stock Deferral Agreement. If such an election is made, the Participant will receive in cash on each date on which the Company pays a dividend on its shares of Common Stock an amount equal to such dividend with respect to each RSU in the Participant’s RSU Account. Such payment shall be made in lieu of crediting any amount to the Participant’s RSU cash subaccount pursuant to Section VII.G hereof, and such Participant’s RSU cash subaccount will be deemed to be “zero” for all purposes under the Plan.

A.

At the time a Participant executes each separate Cash Compensation Deferral Agreement or Restricted Stock Deferral Agreement, the Participant shall elect one of the following two payment events which shall apply to all amounts deferred pursuant to such Deferral Agreement:

(i)

The earlier of: (a) the date specified by the Participant that is at least two (2) years following the effective date of the Deferral Agreement or (b) the tenth anniversary of Participant’s Separation from Service; or

(ii)

The earlier of: (a) the date specified by the Participant that is at least two (2) years following the effective date of the Deferral Agreement and (b) the date on which the Participant Separates from Service.

B.

At the time a Participant executes each separate Deferral Agreement, the Participant shall elect one of the following two forms of payment which shall apply to all amounts deferred pursuant to such deferral agreement:

(i)

Lump Sum : a lump sum payment to be made on the first business day of the calendar year next following the calendar year during which the applicable payment event under Section VIII.A occurs or as soon as administratively practicable thereafter (not to exceed 60 days after such date); or

(ii)

Installments : ratable semi-annual installments payable over a period of 5 years, to commence on the first business day coinciding with or next following the January 1 or July 1 next following the applicable payment event under Section VIII.A or as soon as administratively practicable thereafter (not to exceed 60 days after such date).

C.

Notwithstanding anything in this Section VIII to the contrary, in the event of a Participant’s death, the balance of all of the Participant’s Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts shall be distributed pursuant to the terms of Article X.

D.

Notwithstanding anything in this Section VIII to the contrary, in the event of a Participant’s Disability (as defined hereinafter), the balance of all of the Participant’s Cash Compensation Deferral Accounts and/or Restricted Stock Unit Accounts shall be distributed pursuant to the terms of Article XI.

E.

In the case of a Participant who is a “specified employee” (within the meaning of Code Section 409A and any administrative policies of the Company), no distribution payable due to Separation from Service shall be made before the date which is six (6) months after the date of Separation from Service. In the case of installment payments elected hereunder, only the first such installment payment shall be subject to such payment delay. Any amount subject to such payment delay shall continue to be adjusted for interest or earnings in accordance with the provisions of Article V or VII, as applicable, through the date of payment.

F.

A Participant may change his elections under Section VIII.A or Section VIII.B above at any time by duly completing, executing, and filing with the Committee his new election in an appropriate form designated by the Committee with respect to a given Cash Compe