Letter Agreement

Quintiles Transnational Corp.
Post Office Box 13979
Research Triangle Park, NC 27709-3979
919 998 2000/fax 919 998 9113
http://www.quintiles.com 

January 21,2004

CONFIDENTIAL

James L. Bierman
P.O. Box 6834

Shallotte, North Carolina 28470

Re: Remaining Employment with Quintiles Transnational Corporation and Its Affiliates

Dear Jim:

This letter (“Letter Agreement”) outlines the arrangements regarding the remainder of your employment with Quintiles Transnational Corporation (the “Company”), as follows:

1.

Term of Employment. The Company agrees to employ you, and you agree to remain employed by the Company, through June 30, 2004 (the “Scheduled Termination Date”), at which time you will resign from employment and all positions with the Company and its affiliates. You agree that thereafter, you will not represent yourself to be associated in any capacity with the Company. Your employment may be terminated by the Company prior to the Scheduled Termination Date only for Cause, which, for purposes of this Letter Agreement, means your (i) willful and material breach of this Letter Agreement, including, without limitation, paragraph 5 below, that has continued uncorrected for thirty days following your receipt of written notice thereof from the Company, (ii) material failure or refusal to timely perform the duties of your employment (other than by reason of a physical or mental illness or impairment) that, to the extent correctable, has continued uncorrected for thirty days following your receipt of written notice thereof from the Company, or your gross negligence in the performance of your duties, provided that for purposes of this clause (ii), your failure to meet performance expectations after your good faith efforts to do so, shall not constitute a material failure to perform your duties, or (iii) conviction of, or plea of guilty or nolo contendere to, a crime involving

moral turpitude, dishonesty, fraud or unethical business conduct, or any felony of any nature whatsoever. The date of your actual termination of employment is hereinafter referred to as the “Termination Date”.

2.

Duties.

a.

During your remaining employment, you shall perform such duties as may be assigned to you by the Company consistent with your position as Chief Financial Officer or with the transition of your duties to a successor Chief Financial Officer. To the extent requested, you will assist in the process of identifying and recruiting a replacement for your position, and transitioning your duties to any person so hired,

b.

At any time prior to the Scheduled Termination Date, the Company may relieve you of any or all of your duties, and reduce or eliminate the time during which you are required to be physically present at the office. Any such action by the Company shall not be construed as a termination of your employment for purposes of this Letter Agreement or be deemed to make the Termination Date for purposes of this letter to be any date other than the Scheduled Termination Date, or relieve you or the Company of your and its respective other obligations under this Letter Agreement except for the performance of your duties under paragraph 2(a) above.

3.

Payments and Benefits. In respect of your remaining employment with the Company, you will be entitled to receive only the following payments and benefits (in each case subject to applicable tax withholding);

a.

Signing Bonus. As soon as practicable following your acceptance of this Letter Agreement, you will be paid $500,000 in a lump sum.

b.

Base Salary. From January 1, 2004 until the termination of your employment, you will be paid a base salary at the rate of $550,000.

c.

Benefits.

(i)

You will be entitled to continue to participate in the Company’s Employee Stock Ownership and 401(k) Plan, Elective Deferred Compensation Plan, and group insurance programs until your Termination Date. You will also be entitled to 10 business days of paid vacation leave and all company holidays. In addition, you will be reimbursed in accordance with and subject to the Company’s reimbursement policy for reasonable and necessary expenses you incur in connection with your employment by the Company through your Termination Date.

(ii)

If you remain employed until the Scheduled Termination Date, you may elect to continue to participate in the Company’s group health plan for a period of 18 months thereafter on the same basis that you participated immediately prior to your Termination Date, provided that such continued coverage will end on the date that you become entitled to comparable group coverage. If your continued participation in such plan is barred by the terms of such plan, the Company will reimburse you for the amount by which the cost of comparable coverage you obtain on commercially reasonable terms exceeds the cost you bore for such plan prior to the Termination Date. For purposes of clarification, the continued group health coverage called for under this paragraph beyond your Termination Date shall constitute continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). Upon your Termination Date, any vested benefits that you have accrued under the Company’s Employee Stock Ownership and 401 (k) Plan, or Elective Deferred Compensation Plan will be payable to you in accordance with the terms of those plans.

d.

Retention Bonus. If you remain employed through your Scheduled Termination Date, or, if prior thereto, your employment terminates by reason of your death or disability entitling you to benefits under the Company’s long term disability pla