8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

          Date of report (Date of earliest event reported):          December 30, 2004

NCO Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	0-21639	23-2858652
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
507 Prudential Road, Horsham, Pennsylvania		19044
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code  (215) 441-3000

Not Applicable

(Former name or former address, if changed since last report)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.   Entry into a Material Definitive Agreement

                    The following summary is qualified in its entirety by reference to the full forms of plans or agreements referenced below, copies of which are filed herewith as exhibits.

          Deferred Compensation Plan

          On December 30, 2004, the Company adopted an Executive Deferred Compensation Plan Basic Plan Document and Executive Deferred Compensation Plan Adoption Agreement (collectively, the “Deferred Compensation Plan”) and entered into a related Rabbi Trust Agreement with Putnam Fiduciary Trust Company, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively.

          The Deferred Compensation Plan permits eligible employees of the Company to defer receipt and taxation of their compensation from the Company each year up to the limit in effect under Section 402(g) of the Internal Revenue Code (less amounts contributed to the NCO Group 401(k) Retirement Plan).  In addition, the Company, in its absolute and sole discretion, may make a contribution that will be allocated among participants in proportion to their deferrals for such year.

          All executive officers and other key employees designated by the Company are eligible to participate in the Deferred Compensation Plan. 

          Amounts deferred or contributed are placed in a rabbi trust formed pursuant to the Rabbi Trust Agreement, of which Putnam Fiduciary Trust Company is directed trustee.  Participants may designate certain Putnam mutual funds by which the value of their accounts will be measured, but all investments of Deferred Compensation Plan funds are made as directed by the Company in its sole discretion.

          A participant is 100% vested as to amounts deferred by the participant.  Any Company contributions will be 100% vested upon a participant’s having three years of service, termination of employment due to death or disability or reaching age 65 or upon a Change of Control (as defined in the Deferred Compensation Plan) of the Company.

          A participant’s benefits in the Deferred Compensation Plan are payable as soon as practicable following termination of employment or a Change in Control of the Company. 

          Restricted Stock Unit Agreement and Related Deferred Compensation Plan

          On December 30, 2004, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved a form of Restricted Stock Unit Agreement pursuant to which awards of restricted stock units may be made to employees of the Company under the 2004 Equity Incentive Plan.  A copy of the Restricted Stock Unit Agreement is filed herewith as Exhibit 10.4.

          As approved by the Committee, each award will vest and the stock will be issued on the earlier of (i) the date specified in the Agreement, (ii) the achievement of performance targets specified in the Agreement, (iii) a change of control or (iv) the death or disability of the grantee.  The Restricted Stock Unit Agreement contains provisions allowing a grantee to defer the receipt of the shares for tax purposes for a period of time (not to exceed 10 years) after vesting (other than vesting due to death, disability or a change of control in which events the stock is automatically issued).  In the event that a grantee elects a deferral, an earlier issuance is available if the grantee experiences an Unforeseeable Emergency (as defined); however, no accelerated issuance is otherwise permitted.

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          In connection with the adoption of such form, the Company adopted a Deferred Compensation Plan applicable only to the Restricted Stock Unit Agreements (the “RSU Deferred Compensation Plan”).  The RSU Deferred Compensation Plan provides certain terms required by the Employee Retirement Income Security Act of 1974, including a claims procedure to resolve any issue relating to deferred compensation, identification and establishment of the authority of a plan administrator and restricts participation to key employees designated by the Committee.  A copy of the RSU Deferred Compensation Plan is filed herewith as Exhibit 10.5.

          Addendum to Employment Agreement with Albert Zezulinski

          Effective January 1, 2005, the Company entered into an Addendum to the Employment Agreement with Albert Zezulinski, Executive Vice President, Corporate and Government Affairs.  The Addendum:

          (a)      extends the term of the Employment Agreement until December 31, 2007, with additional automatic extensions of one year thereafter unless one party provides at least 90 days notice to the other party prior to any such automatic renewal.  Any additional one year term may be terminated on 60 days notice by either party;

          (b)      provides for an annual base salary of $250,000, subject to annual review and adjustment by not less than the increase in the Consumer Price Index for the Philadelphia area;

          (c)      provides for an annual bonus of up to 75% of his annual base salary; and 

          (d)      provides that he is entitled to all benefits as those granted to similarly situated executive officers.

          A copy of the Addendum is filed herewith as Exhibit 10.6.

Item 9.01.   Financial Statements and Exhibits

                     (c)  Exhibits.

                     10.1     Executive Deferred Compensation Plan Basic Plan Document.

                     10.2     Executive Deferred Compensation Plan Adoption Agreement.

                     10.3     Rabbi Trust Agreement with Putnam Fiduciary Trust Company.

                     10.4     Form of Restricted Stock Unit Agreement for Executive Officers.

                     10.5     Deferred Compensation Plan (applicable only to the Restricted Stock Unit Agreements).

                     10.6     Addendum dated January 1, 2005 to the Employment Agreement with Albert Zezulinski dated December 15, 2000.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NCO GROUP, INC.
Date:  January 6, 2005	By:	/s/ Steven L. Winokur
	Name:	Steven L. Winokur
	Title:	Executive Vice President, Finance, Chief Financial Officer and Chief Operating Officer of Shared Services

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EX-10

Exhibit 10.1

	EXECUTIVE DEFERRED
	COMPENSATION PLAN
	BASIC PLAN DOCUMENT

PUTNAM EXECUTIVE DEFERRED

COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE I	PURPOSE AND STATUS OF PLAN
Section 1.1	Purpose of the Plan
Section 1.2	Status of the Plan
ARTICLE II	DEFINITIONS
ARTICLE III	PARTICIPATION
Section 3.1	Commencement of Participation
Section 3.2	Continued Participation
Section 3.3	Termination of Participation
ARTICLE IV	DEFERRALS AND CREDITS
Section 4.1	Employee Deferrals
Section 4.2	Matching Credits
Section 4.3	Supplemental Credits
ARTICLE V	ACCOUNTS
Section 5.1	Accounts
Section 5.2	Investments
Section 5.3	Payments
Section 5.4	Vesting
Section 5.5	Forfeiture of Non-Vested Amounts
Section 5.6	Forfeiture of Vested Accounts
ARTICLE VI	PAYMENTS
Section 6.1	Commencement of Payment of Benefits
Section 6.2	Change in Control
Section 6.3	Form of Payment
Section 6.4	Timing and Method of Election
Section 6.5	Severe Financial Emergency
Section 6.6	Medium of Payment
Section 6.7	Beneficiary Designation
Section 6.8	Discharge of Liability

PUTNAM EXECUTIVE DEFERRED

COMPENSATION PLAN

TABLE OF CONTENTS (continued)

ARTICLE VII	ADMINISTRATION
Section 7.1	Plan Administrator; Interpretation
Section 7.2	Committee as Plan Administrator
Section 7.3	Claims Procedure
Section 7.4	Expenses of the Plan and the Plan Administrator
Section 7.5	Records of the Plan Administrator
ARTICLE VIII	AMENDMENT AND TERMINATION
Section 8.1	Amendments
Section 8.2	Termination of Plan
Section 8.3	Assignment
ARTICLE IX	MISCELLANEOUS
Section 9.1	No Funding
Section 9.2	Nonassignability
Section 9.3	Limitation of Participants’ Rights
Section 9.4	Receipt and Release
Section 9.5	Government Regulations
Section 9.6	Governing Law
Section 9.7	Masculine, Feminine, Singular and Plural; Headings and Subheadings
Section 9.8	Unclaimed Benefit
Section 9.9	Suspension of Payments
Section 9.10	Withholding Taxes; Offsets
Section 9.11	Number of Counterparts

ARTICLE I

PURPOSE AND STATUS OF PLAN

          1.1          Purpose of the Plan.  The Lead Employer, by completion and execution of the Adoption Agreement, has established the Plan set forth herein in order to provide the opportunity to certain of its management or highly compensated employees (and certain of the management or highly compensated employees of affiliated employers that also adopt the Plan with the consent of the Lead Employer, if any) to defer designated portions of their Compensation and/or to receive additional amounts of deferred compensation in the form of Matching Credits or Supplemental Credits, as described herein and as specified in the Adoption Agreement.

          1.2          Status of the Plan.  The Plan is intended to be a plan which is “maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees,” within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent.

ARTICLE II

DEFINITIONS

          Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

          2.1          “Account” means, for each Participant, one or more hypothetical accounts established for his or her benefit under the Plan.

          2.2          “Adoption Agreement” means the “ Putnam Executive Deferred Compensation Plan Adoption Agreement” executed by the Employer, establishing the Plan and selecting the specific optional provisions of this document that will define the Plan, as amended in accordance with Article VIII from time to time.

          2.3          “Associated Plan” means the qualified retirement plan specified in Section 1.D of the Adoption Agreement.

          2.4          “Beneficiary” means the person or persons or the trust designated by a Participant to receive distribution of the then remaining balance of such Participant’s Account upon the death of such Participant, or, if no beneficiary designation has been made or no designated Beneficiary survives the Participant, “Beneficiary” means the Participant’s estate.

          2.5          “Cause” shall have the definition specified in Section 6.C.3 of the Adoption Agreement.

          2.6          “Change of Control” shall have the definition specified in Section 6.C.5 of the Adoption Agreement.

           2.7          “Code” means the Internal Revenue Code of 1986, as amended from time to time.  Reference to any section or subsection of the Code includes reference to any comparable or succeeding provision of any legislation that amends, supplements, or replaces such section or subsection.

           2.8          “Compensation” means, for each Plan Year, with respect to each Participant and for each purpose for which Compensation is separately defined, the compensation specified in the Adoption Agreement.  Compensation always includes elective deferrals under section 401(k) of the Code, Employee Deferrals under the Plan, and amounts deferred and excluded from income under a “cafeteria plan” described in Code section 125.

          2.9          “Disability” means (a) a disability of the Participant within the meaning of any long-term disability plan maintained for the benefit of the Participant, as determined by the Plan Administrator; or, (b) if no such long-term disability plan is maintained by the Employer, “Disability” means the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, and the permanence and degree of which shall be supported by medical evidence satisfactory to the Plan Administrator.

          2.10          “Effective Date” means the date on which the Plan first became effective, as specified in the Adoption Agreement.

          2.11          “Eligible Employee” means each individual who is in “Covered Employment,” as defined in Section 2.A of the Adoption Agreement.

          2.12          “Employee Deferral” means any amount of Compensation the receipt of which a Participant elects to defer pursuant to Section 4.1.

          2.13          “Employer” means the Lead Employer specified in the Adoption Agreement and the affiliates of the Lead Employer, if any, that have adopted the Plan and are designated as “Participating Employers” in the Adoption Agreement.  If more than one entity has adopted the Plan, “Employer” means each Participating Employer only with respect to the employees of such Participating Employer.

          2.14          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.  Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provision of any legislation which amends, supplements or replaces such section or subsection.

          2.15          “Matching Credit” means an amount credited to a Participant’s Account by the Employer pursuant to Section 4.2, contingent upon and measured by the Participant’s Employee Deferrals under Section 4.1.

          2.16          “Participant” means an individual who participates in the Plan in accordance with Article III.

          2.17          “Plan” means the nonqualified deferred compensation plan set forth herein and in the Adoption Agreement and all subsequent amendments hereto, which shall have the name set forth in Section 1.C of the Adoption Agreement.

          2.18          “Plan Administrator” means the Employer, or the committee, person, persons or entity otherwise designated by the Employer to administer the Plan, as specified in Section 1.E of the Adoption Agreement.  If at any time there occurs a vacancy in the position of Plan Administrator under this Section 2.18, the Lead Employer shall be the Plan Administrator until a successor is designated.

          2.19          “Plan Year” means the 12-month period specified in Section 1.F of the Adoption Agreement, except that the initial Plan Year may be a period of less than 12 months’ duration beginning on the Effective Date and ending on the last day of the Plan Year otherwise specified.

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          2.20          “Valuation Date” means each day that the New York Stock Exchange is open for trading; or, with respect to any investment that is not valued daily, such other date or dates as the Plan Administrator shall specify.

          2.21          “Vesting” or “Vested” means the nonforfeitable right of a Participant to a specific portion of the Participant’s Account attributable to Matching Credits and Supplemental Credits, if any, determined in accordance with the vesting schedule referred to in Section 5.4.

          2.22          “Supplemental Credit” means an amount credited to a Participant’s Account, without regard to any Employee Deferrals or any other contributions to the Plan, by the Employer in accordance with Section 4.3.

          2.23          “Years of Service” of a Participant for all purposes under the Plan, including Vesting and calculating of Matching Credits, shall be determined by the Plan Administrator pursuant to uniform rules based on the time elapsed since the Participant’s commencement of employment with the Employer or any of its affiliates.  Unless otherwise determined by the Plan Administrator, “Years of Service” means the aggregate number of 12-month periods elapsed between the date of an Eligible Employee’s commencement of service and the date as of which the determination is made.  Employment with any predecessor of the Employer shall be treated as Years of Service as determined by the Employer from time to time in its sole discretion.  Notwithstanding the foregoing, with respect to any provision of the Plan implicating Participant service (such as calculation of Credits or eligibility to participate) and which is defined in the Adoption Agreement by reference to the Associated Plan, the service calculation rules of the Associated Plan shall govern, and this definition of “Years of Service” shall not apply.

ARTICLE III

PARTICIPATION

          3.1          Commencement of Participation.  Any individual who is an Eligible Employee and has met the age and service requirements, if any, set forth in Section 2.B of the Adoption Agreement on or after the Effective Date and who has elected to defer part of his or her Compensation in accordance with Section 4.1 or who has become eligible to receive Supplemental Credits under Section 4.3 shall become a Participant on the date such Employee Deferral election is made or on the date he or she becomes eligible to receive such Supplemental Credits, as the case may be.

          3.2          Continued Participation.  Subject to Section 3.3, an individual who has become a Participant in the Plan shall continue to be a Participant as long as any amount remains credited to his or her Account.

          3.3          Termination of Participation.  The Plan Administrator may terminate an employee’s participation in the Plan, prospectively or retroactively, for any reason, including but not limited to the Plan Administrator’s determination that such termination is necessary in order to maintain the Plan as a plan which is “maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3), 401(a)(1), and 4021(b)(6) of ERISA.  Following any termination of an individual’s participation under this Section 3.3, amounts credited to the terminated Participant’s Account – either to the extent Vested or regardless of the extent otherwise Vested, if so specified in Section 6.C.4 of the

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Adoption Agreement – shall be paid out to such Participant in a single lump sum cash payment as soon as reasonably practicable following termination of participation hereunder.

ARTICLE IV

DEFERRALS AND CREDITS

          4.1          Employee Deferrals.  If so specified in Section 3.A of the Adoption Agreement, an individual who is an Eligible Employee may elect to defer a designated portion of his or her Compensation to be earned during a Plan Year, by filing a written election with the Plan Administrator prior to the first day of the Plan Year in which such Compensation is to be earned.  An individual who first becomes an Eligible Employee on or after the first day of any Plan Year may elect to defer a portion of Compensation to be earned during the remainder of the Plan Year and after the written election is filed with the Plan Administrator.

          Deferrals may be elected in whole percentages of Compensation or in dollar amounts, subject to any limitations on maximum percentages and dollar amounts of deferrals specified in Section 3.B of the Adoption Agreement.  If the Adoption Agreement so specifies, the Plan Administrator may, in its sole discretion, also set limits on Employee Deferrals from time to time for each Plan Year.

          Each election under this Section 4.1 for a Plan Year (or for the balance of a Plan Year, if applicable) shall be made on a form approved or prescribed by the Plan Administrator and shall apply only to Compensation earned after the date the election form is completed and filed with the Plan Administrator.  The election form shall specify the amounts and types of Compensation to which the deferral election is to apply and shall specify the whole percentage or dollar amount of each such amount or type of Compensation that is to be deferred, in any manner that complies with the overall percentage or dollar limits on Employee Deferrals, if any, specified in the Adoption Agreement.  Any deferral election made under this Section 4.1 shall continue to be effective until revoked or changed pursuant to this Section.

          A Participant may revoke his or her deferral election as of the first day of any Plan Year which follows such revocation, by giving written notice to the Plan Administrator, in a form approved by the Plan Administrator, before that day or before any such earlier date as the Plan Administrator may prescribe.  A Participant may change his or her deferral election at any time, but any new deferral election shall become effective no earlier than the first day of the Plan Year following the making of such election.  A Participant also may revoke his or her deferral election, with the approval of the Plan Administrator, if the Participant has a “severe financial emergency” that would entitle the Participant to a withdrawal from the Plan under Section 6.5.

          4.2          Matching Credits.  If so specified in Section 4.A of the Adoption Agreement, the Employer shall credit each Participant’s Account with a Matching Credit in the amount specified in the Adoption Agreement.  Matching Credits shall be subject to the annual percentage or dollar limitations specified in the Adoption Agreement, if any.

          Any Matching Credit for a period shall be credited to the Account of each Participant entitled to receive such Credit as of the end of the period for which such Matching Credit is made (i.e., after each payroll period, monthly, quarterly, or annually), in the Employer’s sole discretion.

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          If so specified in Section 4.D of the Adoption Agreement, a Participant shall be entitled to Matching Credits under this Section 4.2 only if he or she meets the employment and/or service requirements for entitlement to Matching Credits.

          4.3          Supplemental Credits.  If so specified in Section 5.A of the Adoption Agreement, regardless of whether Employee Deferrals have been made by any Participant, the Employer shall credit to the Account of each Participant entitled to Supplemental Credits, the amount specified in the Adoption Agreement.  Amounts shall be credited to the Accounts of Participants entitled to receive such credits as of such time as the Employer shall determine.

          If so specified in Section 5.D.6 of the Adoption Agreement, only Participants specifically designated therein shall be entitled to receive Supplemental Credits for the Plan Year.  Additionally, if so specified in Section 5.D of the Adoption Agreement, a Participant shall be entitled to Supplemental Credits under this Section 4.3 only if he or she meets the employment and/or service requirements for entitlement to Supplemental Credits.

ARTICLE V

ACCOUNTS

          5.1          Accounts.  The Plan Administrator shall establish an Account for each Participant reflecting Employee Deferrals, Matching Credits, or Supplemental Credits, if any, made for the benefit of the Participant, together with any adjustments hereunder.  Subject to Sections 5.5, 5.6, and 9.1, the Employer shall deposit the amount of Employee Deferrals and Credits for a period as soon as practicable after the date as of which such amounts are credited to the Accounts.

          5.2          Investments.  Participant Accounts shall be credited with earnings measured by reference to the investments agreed upon between the Lead Employer and Putnam Fiduciary Trust Company, which shall be limited to – (a) shares of open-end registered investment companies for which Putnam Investment Management LLC serves as investment advisor or for which Putnam Retail Management Limited Partnership is the principal underwriter; (b) shares of other open-end registered investment companies not managed or underwritten by Putnam companies; (c) shares of common stock of the Lead Employer or of any affiliated Participating Employer; and (d) any other investment products designated by the Lead Employer and agreed to by Putnam Fiduciary Trust Company.

          If any Participant or Beneficiary makes an investment election with respect to the manner in which his or her Account shall be deemed to be invested, the Employer (or in the event of the establishment of a trust hereunder, the trustee of such trust, as directed by the Employer) may follow such investment selection, but shall not be legally bound to do so.

          Each Participant, by electing to participate in the Plan, agrees individually and on behalf of his designated Beneficiaries to assume all risk in connection with any increase or decrease in the value of the investments which are deemed to be held in his or her Account, and further agrees on behalf of himself and his designated Beneficiaries that the Plan Administrator and the Employer shall not in any way be held liable for any investment decision, or for the failure by the Plan Administrator or any investment adviser selected by the Plan Administrator to make any investment, or for the selection of or failure to select any investment adviser.  If any Participant fails to make an election with respect to the investment of all or a portion of the balance in his or her Account at any time, the Participant shall be deemed to have elected that such balance be invested in a “default” investment selected by the Plan Administrator and set forth in the service agreement

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between the Lead Employer and Putnam Fiduciary Trust Company, and to have directed that such assets remain in such “default” investment fund until the Participant directs otherwise.

          5.3          Payments.  Each Participant’s Account shall be reduced by the amount of any payment made to or on behalf of the Participant under Article VI, as of the date such payment is made.

          5.4          Vesting.  A Participant shall at all times be fully Vested in the portion of his or her Account attributable to Employee Deferrals, and shall be Vested in the portion of his or her Account attributable to Matching Credits or Supplemental Credits, if any, in the manner set forth in Section 6 of the Adoption Agreement.  Notwithstanding the foregoing, if specified in the Adoption Agreement, a Participant shall become 100 percent Vested in his or her Account upon the happening of any of the events specified in Section 6.C of the Adoption Agreement.

          5.5          Forfeiture of Non-Vested Amounts.  To the extent that any amounts credited to a Participant’s Account are not Vested at the time the Account becomes distributable under the Plan, such non-Vested amounts shall be forfeited by the Participant, and the Plan Administrator shall offset and withhold such amount from any payment or payments otherwise due to the Participant under the Plan or otherwise due from the Employer, in such manner as the Plan Administrator determines in its sole discretion.

          5.6          Forfeiture of Vested Accounts.  If the Plan Administrator in its discretion determines that any event specified in Section 6.D of the Adoption Agreement that calls for a forfeiture of a Vested Account balance has occurred, the Participant shall forfeit the portion of his Vested Account so specified, and the Plan Administrator shall offset and withhold such amount from any payment or payments otherwise due to the Participant under the Plan or otherwise due from the Employer, in such manner as the Plan Administrator determines in its sole discretion.

ARTICLE VI

PAYMENTS

          6.1          Commencement of Payment of Benefits.  The payment of benefits to which a Participant becomes entitled under the Plan shall commence no later than the date specified in Section 7.A of the Adoption Agreement.

          6.2          Change in Control.  If so specified in Section 7.A of the Adoption Agreement, the total Accounts or total remaining Account balances of all Participants also shall become distributable to the Participants as soon as practicable after the occurrence of a Change in Control.

          6.3          Form of Payment.  As specified in Section 7.B of the Adoption Agreement, the distribution of benefits under the Plan may be made either –

(a)	exclusively in the form of single lump sums; or
(b)	at the election of the Participant or Beneficiary receiving the distribution, (i) as a single lump-sum payment, (ii) in annual installments over a period of years, (iii) in annual fixed dollar amounts elected by the Participant or Beneficiary, or (iv) in a combination of any of the above.

          If specified in Section 7.B of the Adoption Agreement, no installment payout period exceeding the period of years so specified may be elected (the amount of each such installment to equal the balance

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of his or her Account immediately prior to the installment, divided by the number of installments remaining to be paid); and no installment payment dollar amount may be elected if it is deemed likely to result in a payment period in excess of the period of years so specified, as determined by the Plan Administrator in its sole discretion.

          6.4          Timing and Method of Election.  Distribution elections as to the form and timing of payments of benefits, if permitted, shall apply to all Account balances under the Plan and may be made or changed only in such manner and according to such procedures as the Plan Administrator shall prescribe from time to time, which may include electronic and other means not requiring written forms.  The form of benefit and date of commencement of benefit payments under the Plan shall be selected by the Participant at the time the Participant first becomes eligible for the Plan.  As specified in Section 7.C of the Adoption Agreement, such election shall either (a) be irrevocable or (b) remain effective for all amounts deferred and credited under the Plan until the Participant elects a new payment form and date for commencement of payments, any such new election to be effective no sooner than the period of time specified in the Adoption Agreement (and in no event sooner than six months) after the new election is made. If no election is in effect with respect to a Participant’s Account, payment shall be made in the form of a single lump sum, as soon as practicable after the end of the Plan Year in which the termination of the Participant’s employment occurred.

          6.5          Severe Financial Emergency.  If so specified in Section 7.E of the Adoption Agreement, any Participant who believes he or she is suffering a severe financial emergency may apply to the Plan Administrator for a distribution from the Plan, in order to alleviate such emergency.  The Plan Administrator, in its sole discretion (but after taking into account, among other factors, the nature and foreseeability of the alleged emergency, the Participant’s other resources, and the effect of a distribution upon the intended tax status of the compensation deferrals made under the Plan), may direct the Employer to pay to the Participant an amount which it determines is necessary or appropriate, not to exceed the amount necessary to alleviate the financial emergency (including amounts necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution) and in no event to exceed the Vested portion of the Participant’s Account.  The Employer shall pay such amount to the Participant, in a single lump-sum cash payment, as soon as administratively practicable after it is directed to do so by the Plan Administrator.  Distributions under this Section 6.5 shall be deemed to have come first from the portion of the Participant’s Account attributable to Employee Deferrals, and thereafter, pro rata, from the portions of the Account attributable to Matching Credits and Supplemental Credits, if any.

          6.6          Medium of Payment.  Payments under this Article VI shall be made in cash or, at the election of the payee with the consent of the Plan Administrator, if shares of common stock of the Employer are available as an investment choice under Section 5.2, in shares of such stock, to the extent such stock is distributable and saleable under applicable securities laws.  Any such election to receive payment of benefits “in-kind” shall be made in such form and with such prior notice as the Plan Administrator may require.

          6.7          Beneficiary Designation.  A Participant may designate a Beneficiary who shall be entitled to receive any Vested amounts remaining in the Participant’s Account after his or death.  Such designation shall be made in writing on a form prescribed by the Plan Administrator and shall only be effective when filed with the Plan Administrator during the Participant’s lifetime.  Such a designation shall remain in effect unless a later designation is made in accordance with this Section 6.7.  The filing of a later designation of beneficiary shall supersede any previous beneficiary designation.  A designation under this Section 6.7 may be changed by the Participant at any time, without the consent of any designated Beneficiary, by filing the prescribed form with the Plan Administrator.  If no beneficiary designation has been made, or if no designated Beneficiary survives the Participant, any payment under the Plan shall be made to the Participant’s estate.

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          6.8          Discharge of Liability.  Any payment made in accordance with this Article VI shall fully discharge the obligation or liability of the Plan, the Plan Administrator and the Employer with respect to such payment, and the Plan, the Plan Administrator and the Employer shall have no further obligation or liability to any person with respect to such payment.

ARTICLE VII

ADMINISTRATION

          7.1          Plan Administrator; Interpretation.  The Plan Administrator shall oversee the administration of the Plan.  The Plan Administrator and its successors shall be appointed from time to time by the Lead Employer and shall serve at the pleasure of the Lead Employer, without compensation, unless otherwise determined by the Lead Employer.  The Plan Administrator shall have complete discretionary control and authority to administer all aspects of the Plan, including, without limitation, the power to appoint agents and counsel and, in a manner consistent with Section 7.3, to determine all rights and benefits and all claims, demands and actions, arising out of the provisions of the Plan, of any Participant, Beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan.  The Plan Administrator shall have the exclusive discretionary power to interpret the Plan and to decide all matters under the Plan.  Such interpretations and decisions shall be final, conclusive and binding on all Participants and on any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Plan Administrator has acted arbitrarily and capriciously.  Any individual serving as Plan Administrator or on a committee acting as Plan Administrator and who is a Participant shall not vote or act on any matter relating solely to himself or herself.  When making a determination or calculation, the Plan Administrator shall be entitled to rely on information furnished by a Participant, a Beneficiary, or any other person or entity.  The Plan Administrator shall be deemed to be the “plan administrator” with responsibility for complying with any reporting and disclosure requirements of ERISA that apply to the Plan.

          7.2          Committee as Plan Administrator.  If the Plan Administrator specified under Section 1.E of the Adoption Agreement or any succeeding Plan Administrator under the Plan is a committee, the committee shall conduct its business and hold meetings as determined by it from time to time.  A majority of the committee shall have the power to act, and the concurrence of any member may be by telephone or other electronic means or by letter.  The committee may delegate to any one of its members the authority to carry out specific duties and to sign appropriate forms and authorizations.  In carrying out its duties, the committee may, from time to time, employ an administrative organization and agents and may delegate to them administrative and limited discretionary duties as it sees fit, and may consult with counsel, who may be counsel to the Employer.  The committee may elect from its members a chairman and a secretary and may appoint such subcommittees as it shall deem necessary and appropriate, and may authorize one or more of its members or any agent to execute or deliver any instrument on its behalf and to do any and all such other things as are necessary and proper to the administration of the Plan.

          7.3          Claims Procedure.  If any person believes he or she is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Plan Administrator.  If any such claim is wholly or partially denied, the Plan Administrator shall notify such person of its decision in writing.  Such notification shall contain – (a) specific reasons for the denial, (b) specific reference to pertinent plan provisions, (c) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (d) information as to the steps to be taken if the person wishes to submit a request for review.  Such notification shall be given within 90 days after the claim is received by the Plan Administrator (or within

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180 days, if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstances is given to such person within the initial 90 day period).  If such notification is not given within such period, the claim shall be considered denied as of the last day of such period and such person may request a review of his or her claim.

          Appeal of Denied Claims.  Within 60 days after the date on which a person receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such person (or his or her duly authorized representative) may – (a) file a written request with the Plan Administrator for a review of his or her denied claim and of pertinent documents and (b) submit written issues and comments to the Plan Administrator.  The Plan Administrator shall notify such person of its decision in writing.  Such notification shall be written in a manner calculated to be understood by such person and shall contain specific reasons for the decision as well as specific references to pertinent plan provisions.  The decision on review shall be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances, such as a decision by the Plan Administrator to hold a hearing, require an extension of time for processing the request, and if written notice of such extension and circumstances is given to such person within the initial 60 day period).  If the decision on review is not made within such period, the claim shall be considered denied.

          7.4          Expenses of the Plan and the Plan Administrator.  The expenses of administering the Plan, including the printing of literature and forms related thereto, the disbursement of benefits thereunder, and the compensation of administrative firms, agents, consultants, actuaries or counsel, shall be paid by the Employer.

          7.5          Records of the Plan Administrator  The Plan Administrator shall keep a record of all its proceedings, which shall be open to inspection by the Lead Employer and any Participating Employer.

ARTICLE VIII

AMENDMENT AND TERMINATION

          8.1          Amendments.  The Lead Employer retains the right to amend the Plan from time to time by an instrument in writing which has been executed on the Lead Employer’s behalf by an officer thereof, and/or by vote of its Board of Directors.  No such amendment shall reduce the amount then credited to a Participant’s account, and no such amendment that has the effect of increasing the duties or liabilities of the recordkeeper of the Plan or of the trustee of any trust created hereunder shall be valid unless such recordkeeper or trustee consents thereto in writing.

          8.2          Termination of Plan.  This Plan is strictly a voluntary undertaking on the part of the Employer and shall not be deemed to constitute a contract between the Employer and any Eligible Employee or any other employee, or a consideration for, or an inducement or condition of employment for, the performance of the services by any Eligible Employee or other employee.  The Lead Employer reserves the right to terminate the Plan at any time by an instrument in writing which has been executed on the Lead Employer’s behalf by an officer thereof, and/or by vote of its Board of Directors.  Upon a termination of the Plan under this Section 8.2, the Lead Employer may direct the distribution of all amounts credited to the Accounts of Participants – either to the extent Vested or regardless of the extent otherwise Vested, if so specified in Section 6.C.7 of the Adoption Agreement – as of the date of the Plan termination.

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          8.3          Assignment.  The rights and obligations of the Employer shall inure to the benefit of and shall be binding upon its successors and assigns.

ARTICLE IX

MISCELLANEOUS

          9.1          No Funding.  Notwithstanding any contrary provision of the Plan, the Plan does not constitute more than a mere promise by the Employer to make benefit payments to Participants and Beneficiaries in the future, and Participants and Beneficiaries shall have the status of general, unsecured creditors of the Employer.  Any Accounts established pursuant to the Plan shall constitute only hypothetical accounts for the purpose of measuring the amount of such promised future payments and shall remain the property of the Employer until distributed.  Nothing in the Plan shall otherwise be construed to create a trust or to obligate the Employer or any other person to segregate a fund, purchase an insurance contract, or in any other way to fund currently the future payment of any benefits hereunder; nor shall anything herein be construed to give any employee or any other person rights to any specific assets of the Employer or of any other person.  The Employer shall create a grantor trust to pay its obligations hereunder, under which Putnam Fiduciary Trust Company shall serve as trustee.  In all events, it is the intent of the Employer that the Plan be treated as unfunded for tax purposes and for purposes of Title I of ERISA.

          9.2          Nonassignability.  None of the benefits, payments, proceeds or claims of any Participant or Beneficiary shall be subject to any claim of any creditor of any Participant or Beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process whatsoever by any creditor of such Participant or Beneficiary; nor shall any Participant or Beneficiary have any right to alienate, anticipate, commute, pledge, encumber, sell, transfer or assign any of the benefits or payments or proceeds which he may expect to receive, contingently or otherwise, under the Plan.

          9.3          Limitation of Participants’ Rights.  Participation in the Plan shall not give any Eligible Employee the right to be retained in the employ of the Employer or any right or interest in the Plan, other than as herein provided.  The Employer reserves the right to dismiss any Eligible Employee without any liability for any claim against the Employer, except to the extent provided herein.

          9.4          Receipt and Release.  Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Employer and the Plan Administrator under the Plan, and the Plan Administrator may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.  If any Participant or Beneficiary is determined by the Plan Administrator to be incompetent by reason of physical or mental disability (including minority) to give a valid receipt and release, the Plan Administrator may cause the payment or payments becoming due to such person to be made to another person for his or her benefit, without responsibility on the part of the Plan Administrator or the Employer to follow the application of such funds.

          9.5          Government Regulations.  It is intended that this Plan shall comply with all applicable laws and government regulations, and the Employer shall not be obligated to perform any obligation hereunder in any case where, in the opinion of the Employer’s counsel, such performance would result in the violation of any law or regulation.

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          9.6          Governing Law.  Except to the extent preempted by ERISA or other federal law, the Plan shall be construed, administered, and governed in all respects under and by the laws of the State or Commonwealth specified in the Adoption Agreement.  If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

          9.7          Masculine, Feminine, Singular and Plural; Headings and Subheadings.  Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction of the provisions hereof.  The masculine shall include the feminine, and the singular shall include the plural and the plural the singular, except where the context plainly requires otherwise.

          9.8          Unclaimed Benefit.  Each Participant shall keep the Employer informed of his or her current address and the current address of his or her Beneficiary.  The Employer shall not be obligated to determine the whereabouts of any person.  If the location of a Participant is not made known to the Employer within three (3) years after the date on which any payment is to be made, payment may be made as though the Participant had died at the end of the three-year period.  If, within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Employer is unable to locate any designated Beneficiary of the Participant, then the Employer shall have no further obligation to pay any benefit hereunder to such Participant or Beneficiary or any other person, and such benefit shall be irrevocably forfeited.

          9.9          Suspension of Payments.  If any controversy, doubt or disagreement should arise as to the person to whom any distribution or payment should be made, the Plan Administrator, in its discretion, may, without any liability whatsoever, retain the funds involved or the sum in question pending settlement or resolution to the Plan Administrator’s satisfaction of the matter, or pending a final adjudication by a court of competent jurisdiction.

          9.10          Withholding Taxes; Offsets.  The Plan Administrator may make any appropriate arrangements to deduct from all amounts paid or accrued under the Plan any taxes required by any government or governmental agency to be withheld.  The Employer may offset against any payment due from the Plan to a Participant or Beneficiary any amount owed by such Participant or Beneficiary to the Employer, and the Participants and Beneficiaries under the Plan expressly consent to this provision as a condition precedent to the receipt of any benefit under this Plan.

          9.11          Number of Counterparts.  This Plan may be executed in any number of counterparts, each of which when duly executed by the Employer shall be deemed to be an original, but all of which shall together constitute but one instrument, which may be evidenced by any counterpart.

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EX-10.2

Exhibit 10.2

	EXECUTIVE DEFERRED COMPENSATION PLAN
	ADOPTION AGREEMENT

     Adoption and Effective Date of the Plan

Before completing this document, you should consult with an attorney or other expert advisor as to the legal and tax effects of adopting this Plan.			BY THIS AGREEMENT, the Lead Employer hereby … [check one]:
	A.		adopts a new nonqualified deferred compensation plan with an original Effective Date of December 31, 2004.
All Capitalized terms used in this Adoption Agreement shall have the meanings set forth in the accompanying Basic Plan Document.	B.		amends/restates its existing nonqualified deferred compensation plan, effective as of [complete 1 and 2]:
		1.	Amendment/Restatement Effective Date: _______________________, 20____.
		2.	Original Plan Effective Date: ________________________________, 20____.

1     Employer and Plan Information

Employer Information (Plan § 2.13) Under the Plan, “Employer” includes the Lead Employer named above and any affiliates of the Lead Employer that also adopt the Plan (called “Participating Employers”). Provide the Lead Employer’s full legal name, address of principal place of business, IRS Employer ID Number, and e-mail address, if any.	A.
		NCO Financial Systems, Inc.
		Lead Employer Name
		507 Prudential Road
		Street
		Horsham	PA	19044
		City	State	ZIP
		23-1670927	george.huyler@ncogroup.com
		Employer Identification Number	e-mail Address

Participating Employers (Plan §2.13)	B.	The Participating Employers that will adopt the Plan in addition to the Lead Employer are … [check one]:
Enter the names of any Participating Employers that will be adopting the Plan.  An entity will cease to be a Participating Employer as soon as it ceases to be a member of a “controlled group” with the Lead Employer.	1.	N/A – there are no other Participating Employers.
	2.	… the following entities affiliated with the Lead Employer [complete]:
	NCO Portfolio Management		52-2300752
	Name		Employer ID Number
	RMH		23-2250564
	Name		Employer ID Number
	Name		Employer ID Number
	[Attach additional sheet if necessary.]

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Name of Plan (Plan §2.17)	C.	The name of the Plan is [enter full legal name]:
The name of the Plan should include the name of the Lead Employer.		NCO Group Deferred Compensation Plan
Associated Plan (Plan §2.3)	D.	The full legal name of the Associated Plan is … [complete if the Plan relies on a qualified plan for any definition, benefit determination, or other purpose]:
Some of the provisions of the Plan may be defined by reference to the qualified 401(k) or other retirement plan you specify here, called the “Associated Plan.”		NCO Group 401(k) Retirement Plan

Plan Administrator (Plan § 7.1)	E.	The Plan Administrator is [check one]:
The Plan Administrator is the business, committee, individual or other entity that oversees the operation of the Plan and has complete discretionary control, authority and legal responsibility to administer all aspects of the Plan and to interpret and decide all matters under the Plan.  If no Plan Administrator is specified, the Lead Employer automatically will be the Plan Administrator.			the Lead Employer.
			the same as the plan administrator of the Associated Plan.
			a Committee consisting of the following individuals [complete]:
			Name                                                                                                              Title
			Name                                                                                                              Title
			Name                                                                                                              Title
			the following other individual or entity [complete]:

Plan Year (Plan §2.19)	F.	The Plan Year of the Plan is the twelve-consecutive-month period ending on the last day of the month of …
Plan Year means the 12-month period with regard to which all Plan calculations and operations are performed (including, if applicable, a short Plan Year when the Plan is first established).  Please specify the last month of the Plan Year, and provide information on a short Plan Year or amended Plan Year, if any.		December    in each year, and [check one, if applicable] …
			the first Plan Year is a short year that begins on the Original Effective Date and ends on … [complete]: 12/31/04
			the Plan Year has been amended.  The last Plan Year before the amendment ended on … [complete]:
			and the short Plan Year resulting from the amendment began on the next day and ended on … [complete]:

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2   Eligibility to Participate

Covered Employment (Plan §2.11)	A.	Covered Employment includes only employment with a Participating Employer as … [check one]:
You must define a “select group of management or highly compensated employees” who will be eligible for the Plan.		1.		… an employee who is expected to have compensation in excess of the limit under Code §401(a)(17) for the Plan Year.
		2.		… an executive designated as eligible to participate in the Plan, by… [check one]:
CAUTION:  In order to preserve the exemption of the Plan from most of the provisions of ERISA, you should consult with an attorney or other expert advisor in choosing the “select group” of employees that is to be covered.					… the Plan Administrator.
					… the Lead Employer’s Board of Directors or a committee of the Board of Directors.
		3.		… the following [describe in detail the covered class of employees, either by name or by category(ies) of employment]:
Required Age and Service (Plan §3.1)	B.	In order for an Employee to participate in the Plan, he or she must be in Covered Employment and must also have … [check one]:
You may require employees to attain a certain age or to complete a certain period of employment in order to become eligible to participate in the Plan.		1.		… attained age 21and completed  0 Years of Service.
		2.		… met the age and service requirements for participation in the Associated Plan.
		3.		N/A – there is no age or service requirement.

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3   Employee Deferrals

Employee Deferrals (Plan §4.1)	A.		Employee Deferrals … [check one]:
Please indicate whether Employee Deferrals will be allowed under the Plan.				… will be allowed under the Plan.
				… will not be allowed under the Plan.  [If checked, skip to Section 5.]

Limitations (Plan §4.1)	B.		Employee Deferrals will be allowed, by means of pay reduction, in any whole percentage or whole dollar amount of Compensation, subject to the following limitations upon each Participant … [check all that apply]:
You may choose to impose limits on the amount or type of Employee Deferrals.  Also, if bonuses are not excluded for purposes of measuring Employee Deferrals, you may make them subject to a different percentage limit.		1.		N/A – no maximum is imposed on Employee Deferrals.
		2.		A Participant may defer no more than __ % of his or her Compensation in a Plan Year … [check if applicable]:
					except that a Participant may defer up to ________ % of his or her bonus Compensation (if not excluded from Compensation under 3.C.2, below) in a Plan Year.
		3.		A Participant may defer no more than $___________ in each Plan Year.
		4.		The Plan Administrator may from time to time specify limits on Employee Deferrals for each Plan Year, in its sole discretion.
		5.		A Participant may defer up to the IRC 402(g) limit in effect, less amounts contributed to the Associated Plan.

Compensation	C.	For purposes of calculating Employee Deferrals, Compensation … [check one]:
(Plan §2.8)
Indicate the definition of Compensation for purposes of calculating Employee Deferrals.  If the Plan is meant to reflect the provisions of an Associated Plan, you may want to select the same definition contained in that plan.  Compensation always includes elective deferrals under the Associated Plan, Employee Deferrals under this Plan, and amounts deferred under any “cafeteria plan” described in Code section 125.		1.		… has the same definition as compensation for purposes of making §401(k) elective deferrals under the Associated Plan (before application of the dollar limit under section 401(a)(17) of the Code).
		2.		… means the Participant’s total earnings for federal income tax withholding purposes, but excluding …[check each that applies]:
					bonuses.
					commissions.
					severance pay paid at or prior to termination of employment.
					other [specify in detail]:

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4   Matching Credits

Matching Credits (Plan §4.2)	A.		Matching Credits … [check one]:
				will
If you allow Employee Deferrals in Section 3.A, indicate whether the Plan will add Matching Credits based on those Employee Deferrals and the method of calculating those Credits.
				will not [if checked, skip to Section 5]
			… be added to each Participant’s Account, in an amount based on the amount of the Participant’s Employee Deferrals for the Plan Year and calculated as follows.

Matching Credit Formula	B.		Matching Credits will be … [check one]:
(Plan §4.2)
If you allow Matching Credits, indicate how the amount of the Credits will be determined.		1.		… based on the percentage of Compensation elected as Employee Deferrals for the Plan Year, according to the following schedule [complete the schedule]:
				The Matching Credit will be		… of Employee Deferrals (expressed as a percentage of Compensation
				_______ %	of the first	__________%
				_______ %	of the next	__________%
				_______ %	of the next	__________%
		2.		… based on the dollar amount contributed as Employee Deferrals for the Plan Year, according to the following schedule [complete the schedule]:
				The Matching Credit will be:		… of the Employee Deferrals (expressed as a dollar amount of Compensation)
				_______ %	of the first	$__________
				_______ %	of the next	$__________
				_______ %	of the next	$__________
		3.		… determined annually for each Plan Year by the Employer, in its absolute and sole discretion, and allocated to Participants in proportion to their Employee Deferrals for the Plan Year.

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Annual Matching Credit Limitation (Plan §4.2)	C.		Notwithstanding any formula chosen above, the Matching Credits received by a Participant for a Plan Year under the Plan may in no event exceed … [check one and complete as necessary]:
You may also choose to limit the amount of Matching Credits to a certain percentage of Compensation or dollar amount for the Plan Year, regardless of the total that would otherwise be credited under the Matching Credit formula chosen in B.1 or B.2.		1.		N/A – there is no maximum imposed on Matching Credits other than the maximum resulting under the Matching Credit formula selected above.
		2.		$__________________ per Plan Year.
		3.		________% of the Participant’s Compensation for the Plan Year.
Requirements to Receive Matching Credits (Plan §4.2)	D.		A Participant will receive the Matching Credits described above only if he or she … [check one]:
		1.		N/A – there is no employment or service requirement to receive Matching Credits.
You may provide that a Participant will only receive the Matching Credits provided above if he or she meets the employment and/or service requirement(s) you choose. Or, you may provide that there is no service or last-day requirement at all (D.1).
		2.		… is an employee on the last day of the Plan Year.
		3.		… has completed at least one-half Year of Service during the Plan Year.
		4.		… either is an employee on the last day of the Plan Year or has completed at least one-half Year of Service during the Plan Year.
		5.		… both is an employee on the last day of the Plan Year and has completed at least one-half Year of Service during the Plan Year.
You can also choose to have the plan waive the employment and/or service requirement(s) in the event of the Participant’s termination of employment because of death, disability, or retirement.
		[If any of 2 through 5 is checked, check here if applicable]:
			However, neither the last-day employment requirement nor the one-half Year of Service requirement will apply in any case, if a Participant’s employment terminated during the Plan Year by reason of the Participant’s death, disability, or retirement after Normal Retirement Age.
In the event of a short Plan Year, the requisite one-half Year of Service, if any, will be proportionately reduced.

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5   Supplemental Credits

Supplemental Credits (Plan §4.3)	A.		Supplemental Credits, without regard to whether any Employee Deferrals have been made by a Participant for the Plan Year, … [check one]:
These are additions made to the accounts of Participants by the Employer that are similar to profit-sharing contributions under a qualified plan.  Indicate whether the Plan will permit Supplemental Credits to be given by the Employer.				… will be allowed under the Plan.
				… will not be allowed under the Plan.  [If checked, skip to Section 6.]
Supplemental Credits Formula (Plan §4.3)	B.		Supplemental Credits will be added by the Employer to the Accounts of Participants entitled to receive them for each Plan Year … [check one]:
Supplemental Credits can be determined pursuant to a fixed formula (i.e., a certain dollar amount or a certain percentage of Compensation for each Plan Year), or they can be left in the discretion of the Plan Administrator each year.		1.		in an amount determined for each Plan Year by the Employer, in its discretion, and credited to the Accounts of such Participants in proportion to their Compensation (as defined in C., below) for the Plan Year.
		2.		in an amount for each such Participant equal to … [check one]:
				a.          $___________________ for the Plan Year.
				b.          ________% of his or her Compensation for the Plan Year.
		3.		on an excess basis, in an amount for each such Participant who participates in the Associated Plan, equal to the Employer profit-sharing contributions that would have been made to the Associated Plan on that Participant’s behalf under all the terms of the Associated Plan, but which were prohibited by the Internal Revenue Code limit on plan compensation provided in Code §401(a)(17) ($200,000 for the 2002 Plan Year) and/or by the limit on annual additions provided in Code §415 (the lesser of $40,000 or 100 percent of compensation for the 2002 Plan Year).

Compensation (Plan §2.8)	C.     Compensation.  For purposes of allocating discretionary Supplemental Credits for a Plan Year in accordance with B.1, above, Compensation … [check one]:
For a Supplemental Credits formula other than a fixed dollar amount or an “excess” Credit, a definition of Compensation should be selected for purposes of allocating such Credits. Compensation always includes elective deferrals under the Associated Plan, Employee Deferrals under this Plan, and amounts deferred and excluded from income under any “cafeteria plan” described in Code §125.	1.		… has the same definition as compensation for purposes of allocating employer profit-sharing contributions under the Associated Plan (before application of the dollar limit under section 401(a)(17) of the Code).
	2.		… total earnings for federal income tax withholding purposes, but excluding…[check each that applies]:
				bonuses.
				commissions.
				severance pay paid at or prior to termination of service.
				other [specify in detail]:

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Requirements to Receive Supplemental Credits (Plan §4.3)	D.		A Participant will receive the Supplemental Credits described above only if he or she … [check one]:
	1.		N/A – there is no employment or service requirement to receive Supplemental Credits.
You may provide that a Participant will only receive Supplemental Credits if he or she meets the employment and/or service requirement(s) you choose.  Or, you may provide that there is no service or last-day requirement at all (D.1).
	2.		… is an Employee on the last day of the Plan Year.
	3.		… has completed at least one-half Year of Service during the Plan Year.
	4.		… either is an employee on the last day of the Plan Year or has completed at least one-half Year of Service during the Plan Year.
	5.		… both is an employee on the last day of the Plan Year and has completed at least one-half Year of Service during the Plan Year.
You may also choose to have the plan waive any employment and/or service requirement(s) in the event of the Participant’s termination of employment because of death, disability, or retirement.
	[If any of 2 through 5 is checked, check here if applicable]:
		However, neither the last-day employment requirement nor the one-half Year of Service requirement will apply in any case, if a Participant’s employment terminated during the Plan Year by reason of the Participant’s death, disability, or retirement after Normal Retirement Age.
You may also provide that, regardless of eligibility of employees for other components of the Plan, Supplemental Credits will only be received by the group of Participants you specifically describe (D.6).	6.		… is in the classification of Participants described as follows [describe in detail the class of employees entitled to Supplemental Credits, either by name or by category(ies) of employment]:
In the event of a short Plan Year, the requisite one-half Year of Service, if any, will be proportionately reduced.

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6   Vesting and Forfeiture of Benefits

Vesting (Plan §5.4, 5.5)	Each Participant shall be Vested in his or her Account attributable to Matching Credits or Supplemental Credits (if any) as follows [check one]:
The portion of a Participant’s account that consists of Employee Deferrals is always 100% nonforfeitable (or “Vested”).	A.		All Matching Credits and/or Supplemental Credits will be 100% Vested at all times.
	B.		Matching Credits and/or Supplemental Credits will be Vested according to the following schedule, based on Years of Service with the Employer (as defined in Plan Section 2.23) [complete the first and last lines and as many of the other lines as necessary]:
If your plan allows Matching Credits or Supplemental Credits, you may provide that all Credits are 100% Vested at all times, or you may choose to require a certain number of Years of Service before Credits are Vested.  The same Vesting schedule must apply to both Matching Credits and Supplemental Credits.
			Years of Service                                    Percent Vested
			Less than ______3                                              0%
			At least 3______ but less than ______:      100%
			At least ______ but less than ______:      ______%
			At least ______ but less than ______:      ______%
			At least ______ but less than ______:      ______%
			At least ______ but less than ______:      ______%
			At least ______ but less than ______:      ______%
			At least ______ but less than ______:      ______%
			________ or more                                       100%
Acceleration of Vesting in Certain Circumstances (Plan §5.4)	C.		Special Vesting Rules.  Notwithstanding any vesting schedule set forth in B., a Participant will become 100% Vested in his or her Account, if … [check all that apply and complete as necessary]:
The Plan can provide that a Participant’s Account becomes 100% Vested, regardless of any other Vesting rules, upon the happening of any of the optional events you choose.	1.		… the Participant’s employment with the Employer is terminated due to death or Disability.
	2.		… the Participant reaches age 65 and completes _______ Years of Service (and is still employed).
If you choose the accelerated Vesting rule under C.3, you must provide a definition of “Cause.”	3.		… the Participant’s employment is terminated by the Employer without Cause, defined as follows [describe in detail – use addendum if necessary]:
	4.		… the Participant’s participation in the Plan is terminated by the Plan Administrator pursuant to Section 3.3 of the Plan.
				SECTION CONTINUED ON NEXT PAGE

PAGE 9

Acceleration of Vesting in Certain Circumstances (continued) . . .	5.		… there is a Change of Control, defined as follows [describe in detail – use addendum if necessary]:
			See Addendum
If you choose the accelerated Vesting rule under C.5, you must provide a definition of “Change of Control.”
	6.		… the following event(s) occur(s) [describe in detail – use addendum if necessary]:
	7.		… the Plan is terminated pursuant to Plan §8.2.

Forfeiture of All or Part of Benefits for Criminal Acts, Disloyalty, Etc.  (Plan §5.6)	D.		Notwithstanding any other Vesting provision set forth in this Section 6, a Participant will forfeit the following portion of his or her Account attributable to Matching Credits and/or Supplemental Credits, if any of the events specified below has occurred with respect to the Participant, as determined by the Plan Administrator in its sole discretion:
You can provide that a Participant will lose all or a portion of his or her benefits (even Vested benefits), other than Employee Deferrals, if he or she commits any of the wrongful acts set forth in this section.				The Participant will forfeit this percentage of his or her Vested Account	… if the Plan Administrator determines in its sole discretion that the following event has occurred:
				_______ %	any event defined as “Cause” in 6.C.3, above.
				_______ %	the Participant’s is employed by a competitor of the Employer within 12 months after his or her termination of employment with the Employer.
				_______ %	Other [specify in detail – use addendum if necessary]:

PAGE 10

7   Payments of Benefits

Date Payments Commence. (Plan §6.1)	A.	Distributions of benefits under the Plan shall commence [check one and complete as necessary]:
Choose when the payment of benefits will be made.		1.		… as soon as practicable following the Participant’s termination of employment.
		2.		… as soon as practicable after the end of the Plan Year in which the Participant’s termination of employment occurred.
		3.		… on a date chosen by the Participant when he or she chooses the form of payment, but commencing no later than ______ years following the Participant’s termination of employment.
		[Check if applicable]:
			In addition, distributions of benefits under the Plan shall commence as soon as practicable after the occurrence of a Change of Control, as defined in Section 6.C.5.

Form of Payments (Plan §6.3)	B.	The form(s) of distribution of benefits under the Plan shall be … [check one]:
Indicate whether benefit payments will be available only in a single lump sum, or whether Participants will be allowed to elect between a lump sum and installment payments.  You may also choose to limit the term of any installment payments.		1.		… a single lump sum.
		2.		… at the election of the Participant, either (a) a single lump-sum; (b) installments over a fixed period; (c) installments of a fixed dollar amount, or (d) a combination of lump sum and installment payments, as elected by the Participant in a manner prescribed by the Plan Administrator, and … [check if applicable]:
					… no installment payout period exceeding a period of _______ years may be elected, and no installment payment dollar amount may be elected if it is deemed likely to result in a payment period in excess of the period of years specified above, as determined by the Plan Administrator in its sole discretion.
Timing of Participant Election (Plan §6.4)	C.	If a Participant selects a form of benefit and/or a date of commencement of benefit payments under A.3 and B.2, above, such selection will be made at the time the Participant first becomes eligible for the Plan, and … [check one]:
If the Plan allows Participants to elect the timing and/or form of benefit payments (under A.3 and B.2, above), indicate whether such elections will be irrevocable, or whether Participants will be able to change those elections at a later time.  Please consult an attorney or other expert as to the possible “constructive receipt” consequences of allowing Participants to change payment elections.		1.		… such election will be irrevocable and shall apply to all amounts payable under the Plan.
		2.		… the Participant may later elect a different payment form and date for commencement of payments, to apply to all amounts payable under the Plan.  Any such new election will not be effective until … [complete]:
				X    [at least 6] months after the new election is made.

PAGE 11

Payments to Beneficiaries (Plan §§2.4, 6.7)	D.	If a Participant dies before receiving payment of all amounts credited to his or her Account, any amounts payable to the Participant’s Beneficiary …  [check one]:
Indicate the form and timing of payment to a Beneficiary if a Participant dies while still entitled to payments from the Plan.		1.		… will be paid to the Beneficiary in a lump sum, as soon as practicable after the Participant’s death.
		2.		… will be paid to the Beneficiary according to the form of payment and commencement date election then in effect for the Participant.
Withdrawals Due to Emergency Financial Need (Plan §6.5)	E.	If a Participant has a severe financial emergency, he or she … [check one]:
			may               may not
Indicate whether the Plan will permit early withdrawal of amounts by a Participant who demonstrates a special need or hardship due to “severe financial emergency.”		… apply to the Plan Administrator for a cash distribution from the Plan, not to exceed the total in his or her vested Account under the Plan, and not to exceed the amount necessary to alleviate such emergency (including amounts necessary to pay any federal, state or local income taxes reasonably anticipated to result from the distribution).
Withdrawals due to “severe financial emergency” will be made first from the portion of the Participant’s Account that is attributable to Employee Deferrals, then proportionally from any other Credits.

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Execution

Choice of State Law	The Plan will be construed and administered in accordance with the laws of the State or Commonwealth of …
	Pennsylvania, to the extent that such laws are not preempted by the laws of the United States of America.

PLEASE NOTE:  This Adoption Agreement and the accompanying Basic Plan Document for the Putnam Executive Deferred Compensation Plan are intended to assist you in developing documentation for a nonqualified deferred compensation plan.  However, the rules governing nonqualified deferred compensation plans are complex.  This document is not intended to reflect all possible plan provisions or to meet all deferred compensation goals.  You should consult with an attorney or other expert advisor as to the most appropriate plan design to meet your organization’s goals and as to the legal and financial impact of the plan on your organization.  In using this document, you acknowledge that it has not been reviewed or approved by the Internal Revenue Service, and that Putnam Investments is not providing legal or tax advice by making this document available or by providing recordkeeping, administrative or trustee services with respect to the plan.

Execution by Lead Employer
Also obtain and execute the appropriate Board of Directors resolution(s).	IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed by its officer, thereunto duly authorized, as of the Effective Date specified above.
			By:	/s/ Steven L. Winokur
				Officer’s Signature
			Print Name/Title: Steven  L. Winokur
			Executive Vice President - Finance, Chief Financial Officer and Chief Operating Officer - Shared Services
	Dated:	December 30, 2004

PAGE 13

Adoption By a Participating Employer

Execution by Participating Employer	The undersigned employer, an entity affiliated with the Lead Employer, hereby adopts the Plan, as established by the Lead Employer, and agrees to be a “Participating Employer” under the Plan.
Affiliates of the Lead Employer are permitted to adopt the Plan, pursuant to Sections 1.1 and 2.13 of the Plan, with the consent of the Lead Employer.  Please execute a separate copy of this page for each Participating Employer that adopts the Plan.		By:	/s/ Rick Palmer
			Officer’s Signature
		Print Name/Title:   Rick Palmer
		Senior Vice President and Chief Financial Officer
		NCO Portfolio Management
		Name of Participating Employer

Consent of the Lead Employer	The Lead Employer hereby consents to the adoption of the Plan, pursuant to Sections 1.1 and 2.13 of the Plan, by the affiliated employer named above.
			By:	/s/ Steven L. Winokur
				Officer’s Signature
			Print Name/Title:  Steven L Winokur
			Executive Vice President - Finance, Chief Financial Officer and Chief Operating Officer - Shared Services
	Dated:	December 30, 2004

PAGE 14

Execution by Participating Employer	The undersigned employer, an entity affiliated with the Lead Employer, hereby adopts the Plan, as established by the Lead Employer, and agrees to be a “Participating Employer” under the Plan.
Affiliates of the Lead Employer are permitted to adopt the Plan, pursuant to Sections 1.1 and 2.13 of the Plan, with the consent of the Lead Employer.  Please execute a separate copy of this page for each Participating Employer that adopts the Plan.			By:	/s/ Steven L. Winokur
				Officer’s Signature
			Print Name/Title:  Steven L Winokur
				CFO
			RMH
			Name of Participating Employer
Consent of the Lead Employer	The Lead Employer hereby consents to the adoption of the Plan, pursuant to Sections 1.1 and 2.13 of the Plan, by the affiliated employer named above.
			By:	/s/ Steven L. Winokur
				Officer’s Signature
			Print Name/Title: Steven L Winokur
			Executive Vice President - Finance, Chief Financial Officer and Chief Operating Officer - Shared Services
	Dated:	December 30, 2004

[Use an additional copy of this sheet for each

other Participating Employer.]

PAGE 15

For Purposes of this Trust, Change of Control shall mean: (i) the acquisition of the power to direct or cause the direction of, the management and policies of NCO by a Person (not previously possessing such power), acting alone or in conjunction with others, whether through the ownership of Stock, by contract or otherwise, (ii) the acquisition, directly or indirectly, or the power to vote 35% or more of the outstanding Stock by a Person or Persons 9other than a person possessing such power on the date this Trust Agreement becomes effective or NCO or an employee benefit plan established and maintained by NCO), where, for purposes of this definition, customary agreements with or between underwriters and selling group members with respect to bona fide public offering of Stock shall be disregarded, (iii) the approval by stockholders of the Company and consummation of a merger, consolidation or reorganization involving the Company, and as a result of such merger, consolidation or reorganization less than a majority or the combined voting power of the then outstanding securities of such corporation, person or entity immediately prior to such transaction, (iv) the Company sells or otherwise transfers all or substantially all of its assets to any other corporation, person or entity, and less than a majority of the combined voting power of the then outstanding securities of such corporation, person or entity immediately after such sale or transfer is held in the aggregate by the holders of voting stock of the Company immediately prior to such sale or transfer or (v) a complete liquidation or dissolution of the Company.

PAGE 16

EX-10

Exhibit 10.3

NCO GROUP DEFERRED COMPENSATION PLAN

RABBI TRUST

          This Agreement made this 31st day of December, 2004, by and between NCO Financial Systems, Inc. (the “Employer”) and Putnam Fiduciary Trust Company, (the “Trustee”);

          WHEREAS the Employer has adopted the NCO Group Deferred Compensation Plan (the “Plan”);

          WHEREAS the Employer has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

          WHEREAS the Employer wishes to establish a trust (the “Trust”) and to contribute to the Trust assets that shall be held therein, subject to the claims of the Employer’s creditors in the event of the Employer’s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

          WHEREAS it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”);

          WHEREAS it is the intention of the Employer to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan;

          NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

SECTION 1.   ESTABLISHMENT OF TRUST

a.	The Employer hereby deposits with the Trustee in trust one hundred dollars ($100) which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.
b.	The Trust hereby established shall be irrevocable.
c.	The Trust is intended to be a grantor trust, of which the Employer is the grantor, within the meaning of subpart E, part I, subchapter J, Chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.
d.	The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Employer  and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth.

	Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust.  Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Employer.  Any assets held by the Trust will be subject to the claims of the Employer’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.
e.	The Employer, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.  Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.
f.	If a plan administrator other than the Employer has been appointed pursuant to the Plan, such administrator may act on behalf of the Employer named above for all purposes of this Agreement;
g.	[This trust may be adopted by affiliates of the Employer named above, in order to satisfy their obligations under the Plan, with the knowledge and consent of such Employer.  In the event that one or more affiliated employers adopts the Trust, the following rules shall apply notwithstanding anything to the contrary:
	1.	The powers and obligations reserved for the “Employer” under Sections 5, 7, 8, 9, 10, 11 and 12 shall remain exclusively vested in the entity first named above.
	2.	For purposes of Sections 2, 3, 4, 6 and 13, “Employer” shall mean, with respect to each separate adopting entity, only that entity.  Without limiting the foregoing, the provisions of Section 3 shall apply separately to each such entity, and the assets attributable to an adopting entity’s contributions shall be subject to the claims of only that entity’s general creditors, regardless of the solvency or obligations of any other adopting entity.
	3.	A separate adopting entity other than the Employer named above may terminate its participation in the Trust, subject to Section 12(b), by written notice to the Trustee and the Employer first named above.]

SECTION 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

a. The Employer shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiary), that provides a formula or other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts.  Except as otherwise provided

2

		herein, the Trustee shall make payments to the Employer on behalf of Plan participants and their beneficiaries in accordance with such Payment Schedule in which case the Employer shall pay to the Participant or beneficiary directly the required amount.  The Employer shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities.
	b.	The entitlement of a Plan participant or beneficiary to benefits under the Plan shall be determined by the Employer or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.
	c.	The Employer may make payment of benefits, less income taxes, and FICA taxes to the extent applicable, directly to Plan participants or their beneficiaries as they become due under the terms of the Plan.  The Employer shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries, and if such payments are made, may be reimbursed from Trust to the extent of such benefits.  In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of Plan benefits directly from the Trust, the Employer shall make the balance of each such payment as it falls due.  The Trustee shall notify the Employer when principal and earnings are not sufficient.
	d.	To the extent the Plan is established to operate in tandem with a plan which complies with the requirements of Code sections 401(a), 401(k), and 501(a) (“401(k) Plan”), the Trustee, to the extent directed by the Employer, shall pay to the 401(k) Plan for the benefit of the participant or to the participant such amounts (if any) as the Employer (or such party as it shall designate under the Plan) determines shall be paid.
SECTION 3.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN THE EMPLOYER IS INSOLVENT.
	a.	The Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Employer is Insolvent.  The Employer shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Employer is unable to pay its debts as they become due, or (ii) the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
	b.	At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Employer under federal and state law as set forth below.

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1.	The Board of Directors and the Chief Executive Officer of the Employer shall have the duty to inform the Trustee in writing of the Employer’s Insolvency.  If a person claiming to be a creditor of the Employer alleges in writing to the Trustee that the Employer has become Insolvent, the Trustee shall determine whether the Employer is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.
2.	Unless the Trustee has actual knowledge of the Employer’s Insolvency, or has received notice from the Employer or a person claiming to be a creditor alleging that the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Employer is Insolvent.  The Trustee may in all events rely on such evidence concerning the Employer’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Employer’s solvency.  The Trustee may, however, at any time inquire in writing of the Chief Executive Officer of the Employer as to whether the Employer is Insolvent, and unless the Trustee receives written confirmation from such Chief Executive Officer within ten (10) days, that the Employer is not Insolvent, the Trustee shall be deemed to have actual notice that the Employer is Insolvent and shall act accordingly.
3.	If at any time the Trustee has determined that the Employer is Insolvent or under paragraph (2), the Trustee is deemed to have actual notice that the Employer is Insolvent, the Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Employer’s general creditors.  Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Employer with respect to benefits due under the Plan or otherwise.
4.	The Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Trustee has determined that the Employer is not Insolvent (or is no longer Insolvent).
5.	Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Employer in lieu of the payments provided for hereunder during any such period of discontinuance.

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SECTION 4.  PAYMENTS TO THE EMPLOYER.

          Except as provided in Sections 2(c) and (d) and Section 3 hereof, the Employer shall have no right or power to direct the Trustee to return to the Employer or to divert to others any of the Trust assets before all benefit payments have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

SECTION 5.  INVESTMENT AUTHORITY.

a.	The Trustee shall invest and reinvest the assets of the Trust in shares of any open-end registered investment company for which Putnam Investment Management, Inc. serves as investment advisor or for which Putnam Mutual Funds Corp. is the principal underwriter, as directed by the Employer.  Except as provided in (b) below, all rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants.
b.	Any voting rights with respect to Trust assets will be exercised by the Employer and dividend rights with respect to the Trust assets will rest with the Employer.
c.	In no event may the Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by the Employer, other than a de minimis amount held in common investment vehicles in which the Trustee invests.
d.	Except to the extent that such powers may be limited by applicable regulatory authority, or as otherwise directed by the Employer in writing, the Trustee shall have the following powers and rights, and be subject to the following duties with respect to the Trust, in addition to those provided elsewhere in the Trust or by law:
	1.	To receive and hold all contributions paid to it under the Plan; provided, however, that it shall have no duty to require any contributions to be made to it.
	2.	To retain in cash or cash equivalents either all or a portion of the Trust, either to await investment or to meet contemplated payments of Plan benefits, and to deposit funds (in savings accounts, certificates of deposit or checking accounts) in any financial institution supervised by the United States or a State, including, if the Trustee is a bank, its own banking department or the banking department of an affiliate, if such deposits bear a reasonable rate of interest.
	3.	To invest in units of any common trust fund or money market or daily interest fund operated or approved by the Trustee.

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4.	To make payments from the Trust to such persons, in such manner, at such times and in such amounts as the Employer shall direct, without inquiring as to whether a payee is entitled to the payment or as to whether the payment is proper, to the extent such payment is made in good faith without actual notice or knowledge of the impropriety of such payment.
5.	As directed by the Employer, to compromise, contest, arbitrate, settle or abandon claims and demands.
6.	As directed by the Employer, to begin, maintain or defend any litigation necessary or appropriate in connection with the investment, reinvestment and administration of the Trust.
7.	To hold securities in its name as Trustee or in the name of its nominee or nominees, or in such other form as it determines best, with or without disclosing the trust relationship, and to execute such documents as are necessary to accomplish the foregoing; provided, however, that the records of the Trustee shall indicate the actual ownership of such securities or other property.
8.	To make, execute, acknowledge and deliver any and all instruments that may be necessary or appropriate to carry out the powers herein granted.
9.	To require, before making any payment, such release or other document from any taxing authority or such indemnity from the intended payee as the Trustee deems necessary.

SECTION 6. DISPOSITION OF INCOME.

          During the term of the Trust, all income received by the Trust shall be accumulated and reinvested.

SECTION 7.  ACCOUNTING BY THE TRUSTEE.

          The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Employer and the Trustee.  Within 90 days following the close of each calendar year and within 90 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Employer a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable

6

being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

SECTION 8.  RESPONSIBILITY OF THE TRUSTEE.

a.	The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Employer which is contemplated by, and in conformity with, the terms of the Plan or the Trust and is given in writing by the Employer.  In the event of a dispute between the Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
b.	If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Employer agrees to indemnify the Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments.  If the Employer does not pay such costs, expenses and liabilities within 30 days of being billed for such amounts, the Trustee may obtain payment from the Trust.
c.	The Trustee may consult with legal counsel (who may also be counsel for the Employer) with respect to any of its duties or obligations hereunder.
d.	The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.
e.	The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein.
f.	Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

SECTION 9. COMPENSATION AND EXPENSES OF THE TRUSTEE.

          The Employer shall pay all administrative expenses and the Trustee’s fees and expenses.  If not so paid within 30 days of the billing of such amounts, the fees and expenses shall be paid from the Trust.

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SECTION 10.  RESIGNATION AND REMOVAL OF THE TRUSTEE.

a.	The Trustee may resign at any time by written notice to the Employer, which shall be effective 60 days after receipt of such notice unless the Employer and the Trustee agree otherwise.
b.	The Trustee may be removed by the Employer on 60 days’ notice or upon shorter notice accepted by the Trustee.
c.	Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee.  The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless the Employer extends the time limit.
d.	If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) or (b) of this section.  If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions.  All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

SECTION 11.  APPOINTMENT OF SUCCESSOR.

a.

If the Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, the Employer may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal.  The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets.  The former Trustee shall execute any instrument necessary or reasonably requested by the Employer or the successor Trustee to evidence the transfer.

b.

The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Section 7 and 8 hereof.  The successor Trustee shall not be responsible for, and the Employer shall indemnify and defend the successor Trustee from, any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

SECTION 12.  AMENDMENT OR TERMINATION.

a. This Trust Agreement may be amended by a written instrument executed by the Trustee and the Employer.  Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan nor shall make the Trust revocable.

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	b.	The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan.  Upon written approval of all participants and beneficiaries entitled to payment of benefits pursuant to the terms of the Plan, the Employer may terminate the Trust prior to the time all benefit payments have been made.  Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Employer.
SECTION 13.  MISCELLANEOUS.
	a.	Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.
	b.	Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
	c.	This Trust Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

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SECTION 14.  EFFECTIVE DATE.

          This Trust Agreement shall be effective as of the date and year first above written.

          IN WITNESS WHEREOF, NCO Financial Systems, Inc. and Putnam Fiduciary Trust Company have caused this Agreement to be signed by their duly authorized officers and their corporate seals affixed hereunto, all as of the date and year first above written.

	NCO FINANCIAL SYSTEMS, INC.
	By:	/s/ George M. Huyler
Witness	Title:	SVP-HR
	PUTNAM FIDUCIARY TRUST COMPANY
/s/ Louise Marsiglia-Wickman	By:	/s/ Kevin M. Curran
Witness	Title:	Vice President

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EX-10

Exhibit 10.4

NCO GROUP, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(FORM A)

RSU No. _____________________________	Award Date: __________________________
Grantee: _____________________________

          The Grantee named above is hereby granted an Award of Restricted Stock Units (“Units”) effective as of the Award Date set forth above by NCO Group, Inc. (“Corporation”) in accordance with the following terms and conditions, and the provisions of the NCO Group, Inc. 2004 Equity Incentive Plan, as amended from time to time (“Plan”).  All capitalized terms used and not defined herein shall have the respective meanings given to them in the Plan.

          1.          Unit Award.  The Corporation hereby awards the Grantee ___________ Units pursuant to the Plan and upon the terms and conditions, and subject to the restrictions, therein and hereinafter set forth.  Each Unit represents the right to receive one share (a “Share”) of common stock, no par value per share of the Corporation (“Common Stock”), subject to adjustment as provided in Section 13 below.  A copy of the Plan as currently in effect is available to the Grantee from the Corporation upon request and is incorporated herein by reference. 

          2.          Issuance of Certificate for the Shares.  The Shares then issuable under the Units represented by this Agreement shall be issuable effective as of the earlier of:

                       (a)          subject to Section 3 below, [insert date] (provided that the Grantee has not had a Status Change) (“Fixed Date Distribution Event”);

                       (b)          the date that the Grantee has a Status Change by reason of death or Permanent Disability (“Death or Disability Distribution Event”);

                       (c)          a Change in Control (provided that the Grantee has not had a Status Change) (“Change in Control Distribution Event”); and

                       (d)          subject to Section 3 below, the achievement of the performance targets identified in Exhibit “A”, attached hereto and incorporated by reference herein (“Performance Target Distribution Event”).

          The effective date as of which the Shares are issuable by reason of a (a) Fixed Date Distribution Event or Performance Target Distribution Event (or in lieu thereof if applicable, Deferred Effective Date or Amended Deferred Effective Date as defined below), (b) Death or Disability Distribution Event, or (c) Change in Control Distribution Event is referred to as the “Effective Date.” The Grantee shall be considered the holder of the Shares represented by the Units evidenced by this Award effective as of the Effective

Date.  The Corporation shall cause its transfer agent to issue a certificate representing the Shares as soon as practicable after the Effective Date to the Grantee or to his estate, in the event of an Effective Date by reason of Death.

          Subject to the restrictions set forth in the Plan, the Committee shall have the authority, in its sole discretion, to accelerate the time at which the Shares shall be issued whenever the Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws, or other changes in circumstances occurring after the Award Date. 

          The Corporation shall not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on the Nasdaq Stock Market or any stock exchange on which the Shares of Common Stock may then be listed, and (b) the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation, as the Committee shall determine necessary or advisable. 

          The following Section 3 and the terms of the NCO Group, Inc. Deferred Compensation Plan which are incorporated by reference herein shall be applicable only if the Grantee has timely executed and delivered a duly completed Deferral Election as defined below.

          3.          Deferral of Issuance of Shares.

                       (a)          The Grantee may elect to defer the Effective Date by reason of the earlier of the Fixed Date Distribution Event and Performance Target Distribution Event to a date that is no later than the tenth (10^th) anniversary of the Award Date with respect to all, and not less than all, of the Shares issuable under the Units represented by this Agreement by executing the Restricted Stock Unit Executive Deferred Compensation Election  (“Deferral Election”), attached hereto and incorporated by reference herein, and delivering that Deferral Election to the Chief Financial Officer of the Corporation no later than thirty (30) days after the date that this Agreement is provided to the Grantee.  In the event that the foregoing execution and delivery requirements are not met, no change in the Effective Date by reason of a Fixed Date Distribution Event or Performance Target Distribution Event, shall be in effect.  If the Grantee has entered into an effective Deferral Election, the date set forth therein (“Deferred Effective Date”) shall replace the Fixed Date Distribution Event and Performance Target Distribution Event, as applicable, as an Effective Date.  An election made in a Deferral Election shall be irrevocable, except as provided herein.

                       (b)          The Grantee shall be permitted to make a one-time additional deferral of the Deferred Effective Date by executing and delivering an amended Deferral Election to the Chief Financial Officer of the Corporation at least twelve (12) months before the Deferred Effective Date.  In the event that the foregoing execution and delivery requirements are not met, no change in the Deferred Effective Date shall be in effect.  If the Grantee has entered into an effective deferral of the Deferred Effective Date, the date set forth therein, which must be not less than five (5) years from the Deferred Effective Date and no later than the tenth (10^th) anniversary of the Award Date

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(“Amended Deferred Effective Date”), shall replace the Deferred Effective Date as an Effective Date.

                       (c)          In the event an “Unforeseeable Emergency” as defined below occurs with respect to the Grantee on or after the earlier of the Fixed Date Distribution Event and Performance Target Distribution Event, the Grantee may request that the Corporation issue to him such number of Shares issuable under the Units that is reasonably needed to satisfy his Unforeseeable Emergency.  If such a request is granted, which action is in the sole discretion of the Compensation Committee, the Grantee shall be issued only such number of Shares as the Compensation Committee deems necessary to meet the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, but a distribution shall not be made to the extent that the Unforeseeable Emergency may be relieved through insurance or other reimbursement or otherwise, or liquidation of other assets of the Grantee to the extent such liquidation would not itself cause severe financial hardship.  The Deferred Effective Date or Amended Deferred Effective Date, as applicable, shall be deemed to have been attained with regard to the number of Shares issuable under the Units that is issued to satisfy the Unforeseeable Emergency.  The number of Shares issuable under the Units represented by this Agreement shall be adjusted accordingly.  An Unforeseeable Emergency shall be deemed to involve only circumstances of severe financial hardship to the Grantee resulting from a sudden and unexpected illness or accident of the Grantee, the Grantee’s spouse, or of a dependent (as defined in Section 152 of the Internal Revenue Code of 1986, as amended) of the Grantee, loss of the Grantee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Grantee.

                       (d)          In the event that any deferral is finally determined by a court or agreement with the Internal Revenue Service to be then income taxable to the Grantee prior to any distribution event hereunder, the Grantee shall notify the Corporation of the final determination of taxability and provide all information as may be reasonably requested by the Corporation.  In such an event on or after the earlier of the Fixed Date Distribution Event and Performance Target Distribution Event, the Corporation shall issue the Shares issuable under the Units to the Grantee as soon as practicable.

          4.          Cash Dividends on Shares Issuable under the Units.  In the event that:  (a) one or more cash dividends, if any, is paid with regard to a Share issuable under a Unit on or after the Award Date and prior to the issuance of such Share to the Grantee and (b) the Grantee becomes entitled to receive the Share issuable under the Unit, the Corporation shall pay to the Grantee, in cash, an amount equal to such cash dividends (“Dividend Equivalents”) at the same time that the Share issuable under the Unit is issued to the Grantee.  Notwithstanding the foregoing to the contrary, if a Share is issued by reason of an Unforeseeable Emergency as provided in Section 3 (d) above, the Dividend Equivalents that relate to that Share shall not be paid until the last Share issuable under the Units under this Agreement is issued to the Grantee.  No interest shall be paid with regard to such Dividend Equivalents.

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          5.          Restrictions on Transfer and Restricted Period.  During the period commencing on the Award Date and terminating on the Effective Date (“Restricted Period”): (a) the Units, Grantee’s rights under this Award or the Plan, and the Dividend Equivalents, may not be sold, assigned, anticipated, alienated, hypothecated, transferred, pledged, advanced or otherwise encumbered by the Grantee in any manner other than a transfer by will or under the laws of descent and distribution, (b) the Shares issuable under the Units, the Units and the Dividend Equivalents shall not be subject to attachment, garnishment or seizure for the payment of any debts or judgments of the Grantee or any payee and (c) the Shares issuable under the Units, the Units and the Dividend Equivalents shall not be transferred by operation of law in the event of bankruptcy, insolvency or otherwise.

          6.          Interest of Grantee in Shares Issuable under the Units, Units and Dividend Equivalents.  The Grantee shall not acquire any property interest in the Shares issuable under the Units, the Units, the Dividend Equivalents, or any other asset of the Corporation, his right being limited to the Corporation’s contractual promise to issue the Shares issuable under the Units and pay the Dividend Equivalents, if any, pursuant to the terms of the Plan and this Agreement.  To the extent that the Grantee or his estate is entitled to receipt of the Shares issuable under the Units and if applicable, Dividend Equivalents, such right shall be no greater than the right of any unsecured general creditor of the Corporation.  The Corporation’s promise is not funded or secured in any way.  The Corporation shall not be obligated to purchase or maintain any asset, and any reference to Common Stock or investments is solely for the purpose of computing the amounts payable to the Grantee.  The Units and Dividend Equivalents, if applicable, shall be for bookkeeping purposes only and shall not represent a claim against any specified assets of the Corporation.  Neither this Agreement nor any action taken pursuant to the terms of this Agreement shall be considered to create a fiduciary relationship between the Corporation and the Grantee or any other person, or to establish a trust in which the assets of the Corporation or any Affiliate are beyond the claims of any unsecured creditor of the Corporation or any Affiliate.

          7.          Provision for Taxes.  The Corporation may make such provisions and take such actions as it may deem necessary or appropriate for the withholding of any taxes which a payee is required by any law or regulation of any governmental authority, whether federal, state, or local, to withhold in connection with any issuance of the Shares issuable under the Units and payment of Dividend Equivalents under the Plan and this Agreement, including, but not limited to, the withholding of Shares or appropriate sums from any amount otherwise payable to the Grantee or in the event of the death of the Grantee, to the estate of the Grantee.  Each payor shall be responsible for the payment of all individual tax liabilities with respect to any Share issuable under the Units and paid Dividend Equivalents.

          8.          Securities Laws.  This Section 8 shall be applicable if, on the Award Date, the Common Stock subject to such Award has not been registered under the Securities Act of 1933, as amended, and under applicable state securities laws, and shall continue to be applicable for so long as such registration has not occurred.

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          The Grantee hereby agrees, warrants and represents that Grantee is acquiring the Units and Shares to be issued pursuant to this Agreement for Grantee’s own account for investment purposes only, and not with a view to, or in connection with, any resale or other distribution of any of such Units or Shares, except as hereafter permitted.  The Grantee further agrees that Grantee will not at any time make any offer, sale, transfer, pledge or other disposition of such Units or Shares to be issued hereunder without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Corporation to the effect that the proposed transaction will be exempt from such registration.  The Grantee shall execute such instruments, representations, acknowledgments and agreements as the Corporation may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or securities exchange rule, regulation or law.

          The certificates for the Shares to be issued pursuant to this Agreement shall bear the following securities legend (“Securities Legend”):

The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws.  The shares have been acquired for investment and may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Corporation that the proposed transaction will be exempt from such registration.

          The Securities Legend shall be removed upon registration of the legended shares under the Securities Act of 1933, as amended, and under any applicable state laws or upon receipt of any opinion of counsel acceptable to the Corporation that said registration is no longer required.

          The sole purpose of the agreements, warranties, representations and legend set forth in this Section is to prevent violations of the Securities Act of 1933, as amended, and any applicable state securities laws.

          9.          Status Change.  If the Grantee has a Status Change during the Restricted Period by reason of death or Permanent Disability, all Units held by the Grantee at the time of such Status Change and Dividend Equivalents, if any, shall automatically become free of all restrictions and conditions, shall be fully vested in the Grantee and the Shares shall be issued and Dividend Equivalents paid, as applicable.  If the Grantee has a Status Change during the Restricted Period which, for this sentence, shall be deemed to have ended on the Fixed Date Distribution Event or if it occurs

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earlier, the Performance Target Distribution Event, other than by reason of death or Permanent Disability, all Units and Dividend Equivalents, if any, held by the Grantee at the time of such Status Change shall be forfeited automatically and the Award canceled as of the date of such Status Change.  For clarification, if the Grantee has a Status Change other than by reason of death or Permanent Disability at any time after the Fixed Date Distribution Event or if it occurs earlier, the Performance Target Distribution Event, but has a Deferral Election in effect at such time, all Units held by the Grantee at the time of such Status Change and Dividend Equivalents, if any, shall be issued and Dividend Equivalents paid, as applicable, at the time provided for in the Deferral Election.

          10.         No Rights as a Shareholder.  This Agreement represents only the right to receive the Shares and if applicable, Dividend Equivalents, and until the Effective Date with regard to a Share, the Grantee shall have no rights hereunder as a shareholder of the Corporation with regard to that Share.  Without limiting the generality of the foregoing, until the Effective Date with regard to a Share, the Grantee shall have no right to vote the Share represented by the Unit or to receive dividends declared thereon except the Dividend Equivalents as provided in Section 4 above.

          11.         Limitation of Rights.  The establishment of this Agreement, any modification thereof, the creation of an account, or the payment of any benefit shall not be construed as giving the Grantee, his estate, or any other person whomsoever, any legal or equitable right against the Corporation, unless such right shall be specifically provided for in this Agreement.  Nothing in this Agreement shall limit the right of the Corporation or any of its affiliates to terminate the Grantee’s service as an officer, employee, director or otherwise or impose upon the Corporation or any of its affiliates any obligation to employ or accept the services of the Grantee.

          12.         Limitation of Liability.  Notwithstanding anything in this Agreement to the contrary, neither the Corporation nor any individual acting as employee or agent of the Corporation shall be liable to the Grantee or other person for any claim, loss, liability or expense incurred in connection with this Agreement.  The Corporation does not undertake any responsibility to the Grantee for the tax consequences of the Grantee’s election to defer or otherwise under this Agreement.

          13.         Adjustments for Changes in Capitalization of the Corporation.  In the event of any stock dividend, stock split, combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, divestiture or other distribution (other than ordinary cash dividends) of assets to shareholders, or any other event affecting the Common Stock that the Committee deems, in its sole discretion, to be similar circumstances, the Committee may make such adjustments as it may deem appropriate, in its sole discretion, to the number and kind of Shares issuable under each Unit.

          14.         Change in Control.  Notwithstanding anything in this Agreement to the contrary, in the event of a Change in Control, all Units held by the Grantee at the time of such Change in Control and Dividend Equivalents, if any, shall automatically become free of all restrictions and conditions, shall become fully vested in the Grantee and the Shares shall be issued and Dividend Equivalents paid, if any, to the Grantee.

          15.         Plan and Plan Interpretations Controlling.  The Units hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations by

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the Committee shall be binding and conclusive upon the Grantee or Grantee’s legal representatives with regard to any question arising hereunder or under the Plan. 

          16.         Tax Consequences.  Grantee has reviewed with Grantee’s own tax advisors the federal, state, local and foreign tax consequences of this Award and the transactions contemplated by this Agreement.  Grantee is relying solely on such advisors and not on any statements or representations of Corporation or any of its agents.  Grantee understands that Grantee (and not Corporation) shall be responsible for Grantee’s own tax liability that may arise as a result of this Award or the transactions contemplated by this Agreement.  Grantee understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes (as ordinary income) the fair market value of the Units as of the date any “restrictions” on the Units lapse and the Shares are issued.  To the extent that a grant hereunder is not otherwise an exempt transaction for purposes of Section 16(b) of the Securities and Exchange Act of 1934 (the “1934 Act”), with respect to officers, directors and 10% shareholders, a “restriction” on the Shares includes for these purposes the period after the grant of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the 1934 Act.

          17.         Amendment/Choice of Law.  This Agreement together with the Plan and the Deferral Election, if any, constitutes the entire understanding between the Corporation and the Grantee with respect to the subject matter hereof and no amendment, supplement or waiver of this Agreement, in whole or in part, shall be binding upon the Corporation unless in writing and signed by the Chief Executive Officer of the Corporation.  This Agreement and the performances of the parties hereunder shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of law, except where preempted by Federal law.

          18.         Change in Law.  In the event that the Grantee enters into an effective Deferral Election and the Corporation determines that any change in applicable law may operate to impact the intent of the Deferral Election to provide for the deferral of the Shares issuable under the Units, and if applicable, payment of Dividend Equivalents, the Corporation may amend this Agreement in writing without the consent of the Grantee and in its sole discretion to include or modify such provisions that it deems appropriate to preserve to the extent possible the intent of this Agreement.  The Corporation shall provide any such amendment to the Grantee.

          19.         Gender and Number.  Whenever any word is used herein in the masculine, feminine or neuter gender, it shall be construed as though it were also used in another gender in all cases where it would so apply, and whenever any word is used herein in the singular or plural form, it shall be construed as though it was also used in the other form in all cases where it would so apply.

          20.         Headings.  The headings in the various sections in this Agreement are for convenience of reference only and are not to be construed as part of this Agreement.

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          21.         Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns, and to the Grantee, his heirs, executors, personal representatives, successors and assigns.

          22.         Grantee Acceptance.  The Grantee shall signify Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below.

          23.         Electronic Delivery Consent.  By signing and returning this Restricted Stock Unit Agreement, the Grantee consents to receiving the Section 10(a) prospectus to the Plan and any amendments or supplements thereto and any documents required to be delivered therewith, including a copy of the Corporation’s Form 10-K or Annual Report to Shareholders commencing with the fiscal year ended December 31, 2003, by email at the email address maintained for the Grantee by the Corporation as set forth below.  The Grantee further acknowledges that he may revoke this consent in whole by providing written notice to the Chief Financial Officer of the Corporation.

          IN WITNESS WHEREOF, the parties hereto have caused this Restricted Stock Unit Agreement to be executed on this ____ day of _____________, ____.

NCO GROUP, INC.

By:

Name:

Title:

GRANTEE:

(Street Address)

(City, State & Zip Code)

(E-Mail Address)

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NCO GROUP, INC.

2004 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(FORM A)

EXHIBIT A

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2004 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT

EXECUTIVE DEFERRED COMPENSATION ELECTION

Name: __________________________________________________________________________________________________

Home Address: ___________________________________________________________________________________________

Designation of Deferred Issuance Date for Deferred Shares

          I, the undersigned, in accordance with, and subject to the terms of my Restricted Stock Unit Agreement (Form A) (“Agreement”), direct that all of the Shares issuable under the Units represented by my Agreement be distributed as I have elected below, subject to the following conditions:(1) no election below may accelerate the date that the shares issuable with regard to my Award of Restrictive Stock Units would have been issued absent my entering into this Restricted Stock Unit Executive Deferred Compensation Election; (2) if my election defers the issuance of a Share to a date that is later than the tenth (10^th) anniversary of the Award Date, I will be deemed to have elected the tenth (10^th) anniversary of the Award Date as the distribution date; and (3) a deferral date shall be effective to the extent that it is a date that is later than the earlier of [insert date] and the Performance Target Distribution Event.

Election of Deferred Effective Date - (Select one and complete if applicable):

                    The first day of the calendar year immediately following the calendar year in which I cease being an employee of NCO Group, Inc. and any of its subsidiaries or if I am a “key employee” as defined in the American Jobs Creation Act of 2004 (“Act”), the first date which is 6 months after my termination of employment as defined in applicable law.

                    The first day of the calendar month immediately following the calendar month in which I cease being an employee of NCO Group, Inc. and any of its subsidiaries, or if I am a “key employee” as defined in the American Jobs Creation Act of 2004 (“Act”), the first date which is 6 months after my termination of employment as defined in applicable law.

                    On the later of (1) the                 day of                     , 20     , or (2) the first day of the calendar month immediately following the calendar month in which I cease being an employee of NCO Group, Inc. and any of its subsidiaries, or if I am a “key employee” as defined in the American Jobs Creation Act of 2004 (“Act”), the first date which is 6 months after my termination of employment as defined in applicable law.

                    On the                  day of                          , 20          

            (Check if this Election is executed to exercise a one-time election to further extend the Deferred Effective Date beyond the date selected in a prior election.  In such an event, this Election shall revoke such prior Election with regard to the issuance/distribution date if the execution and delivery requirements of the Agreement are met.)

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          IN WITNESS WHEREOF, I have caused this Restricted Stock Unit Executive Deferred Compensation Election to be executed this                     day of                               , 20          .

	GRANTEE:
Receipt acknowledged:
NCO GROUP, INC.
By:___________________________________
Date: _________________________________

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EX-10

Exhibit 10.5

NCO GROUP, INC.

DEFERRED COMPENSATION PLAN

(Effective, July 28, 2004)

1.        Purpose

          The purpose of the NCO Group, Inc. Deferred Compensation Plan (“Plan”) is to establish the terms and conditions upon which a grantee of Restricted Stock Units under the NCO Group, Inc. 2004 Equity Incentive Plan (“EIP”) who is an employee of NCO Group, Inc. (“NCO”) or any subsidiary of NCO, may defer the compensation associated with the award of such Units.  This Plan is intended to constitute a nonqualified deferred compensation retirement plan which, in accordance with Sections 201(2), 301(a) (3) and 401(a) (l) of the Employee Retirement Income Security Act of 1974, as amended, is unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.  This Plan shall be effective as of July 28,  2004.

2.        Definitions

          The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context.  All other capitalized terms used and not defined herein shall have the respective meanings given to them in the EIP or NCO Group, Inc. 2004 Equity Incentive Plan Restricted Stock Unit Agreement (Form A)(“Award Agreement”).

          2.1      “Corporation” shall mean NCO Group, Inc., a Pennsylvania corporation and any successor to the Corporation as a result of a statutory merger, or any other form of reorganization of the business of the Corporation.  The Corporation is the sponsor of this Plan.

          2.2      “Employee” shall mean an individual who is employed by the Corporation, or a subsidiary of the Corporation, and is an employee under the usual common law rules applicable in determining the employer-employee relationship

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

          2.4      “Key Employee” shall mean an Employee who, in the sole discretion of the Committee, is determined to be a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(l) of ERISA.

          2.5      “Participant” shall mean any individual who: (a) is a grantee of Restricted Stock Units under the EIP, (b) is a Key Employee, (c) has been designated by the Committee in its sole discretion in writing to be a participant in this Plan, and (d) has not otherwise lost his/her participant status under the terms of this Plan.  The Committee shall consider such factors as it determines, in its sole discretion, to be appropriate in the

selection of a Key Employee for participation in this Plan.  Notwithstanding anything in this Plan to the contrary, the Committee may exclude, in its sole discretion, any Participant from continued participation in this Plan, or may take any action that it considers necessary or appropriate if it reasonably determines in good faith that the exclusion of a Participant or further action is necessary in order for this Plan to qualify or to continue to qualify as maintained by the Corporation primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of ERISA.

          2.6      “Plan” shall mean the NCO Group, Inc. Deferred Compensation Plan, as may be amended from time to time.  The Plan includes the provisions set forth herein and in the Award Agreement and the NCO Group, Inc. 2004 Equity Incentive Plan Restricted Stock Unit Executive Deferred Compensation Election, forms of which are attached hereto and incorporated by this reference herein.  This Plan is intended to constitute an “unfunded” plan of deferred compensation for a Participant for tax purposes and for purposes of Title I of ERISA and to be construed and administered in a manner consistent with the requirements of the American Jobs Creation Act of 2004 and the guidance issued thereunder.

          2.7      “Plan Administrator” shall mean the Committee. 

          2.8      “Plan Year” shall mean the twelve (12) consecutive month period beginning on each January 1st and ending on the following December 31^st.  The initial Plan Year of the Plan shall begin on the Effective Date and end on December 31, 2004.

3.         Participation/Deferred Compensation

          3.1      Effective Date of Participation.  A Key Employee who is designated by the Committee for participation in this Plan shall be eligible to participate in this Plan as of the date that the Committee provides an Award Agreement to him/her.  A Key Employee shall become a Participant by timely entering into a Deferral Election as referenced in the Award Agreement.  The compensation deferred (benefit) under this Plan shall be the Shares issuable under the Units and related Dividend Equivalents described in the Award Agreement.

          3.2      Cessation of Participation.  An individual shall cease to be a Participant for all purposes under this Plan on the date on which he/she ceases to have undistributed Shares that were subject to a deferral election under the Award Agreement.

4.        Claims Procedure For Benefits

4.1      Claims Procedure for Benefits.

           (a)          Initial Request for Information/Claim.  Any request for specific information or a claim with respect to a benefit under this Plan must be made to the Plan Administrator in writing by a Participant, or in the event of the death of a Participant, the beneficiary of the Participant.  The Plan Administrator shall not recognize an oral communication as a formal request or claim for benefits under

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this Plan.  Written notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application for benefits is filed with the Plan Administrator, unless special circumstances require an extension of time for processing the claim.  If such an extension of time for processing is required, the Plan Administrator shall furnish the claimant written notice of the extension prior to the termination of the initial ninety (90) day period.  In no event shall such an extension exceed a period of ninety (90) days from the end of the initial period.  The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
(b)          Appeals of Denied Claims for Benefits.  In the event that any claim for a benefit is denied in whole or in part, or any benefit is forfeited under the provisions of this Plan, the claimant whose claim has been so denied or benefit forfeited, shall be notified of such denial or forfeiture in writing by the Plan Administrator.  The notice advising of the denial or forfeiture shall specify the reason or reasons for denial or forfeiture, make specific reference to pertinent provisions of the Plan, shall describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and shall advise the Participant or beneficiary, as applicable, of the procedure for the appeal of such denial or forfeiture, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.  All appeals shall be made through the following procedure:
	(i)          The claimant whose claim has been denied or benefits forfeited shall file with the Plan Administrator a notice of desire to appeal the denial or forfeiture. Such notice shall be filed within sixty (60) days of notification by the Plan Administrator of the claim denial or forfeiture, shall be made in writing, and shall set forth all of the facts upon which the appeal is based.  An appeal that is not timely filed shall be barred.
	(ii)          The Plan Administrator, within thirty (30) days of receipt of the notice of appeal of the claimant, shall establish a hearing date on which the claimant (or his attorney or other authorized representative) may make an oral presentation to the Plan Administrator in support of the appeal of the claimant.  The claimant (or representative) shall have the right to submit written or oral evidence and argument in support of his/her claim at such hearing.  The claimant shall be given not less than ten (10) days’ notice of the date set for the hearing.  At the hearing (or prior thereto upon five (5) business days’ written notice to the Plan Administrator), the claimant (or representative) shall have an opportunity to review all documents, records, and other information which are pertinent to the claim at issue and to receive copies thereof without charge.
	(iii)          The Plan Administrator shall consider the merits of the written and oral presentations of the claimant, the merits of any facts or

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	evidence in support of the denial of benefits, and such other facts and circumstances as the Plan Administrator shall deem relevant.  If the claimant elects not to make an oral presentation, such election shall not be deemed adverse to his/her interest, and the Plan Administrator shall proceed as set forth below as though an oral presentation of the contents of the claimant’s written presentation had been made.
	(iv)          The Plan Administrator shall render a determination within sixth (60) days of the receipt of the appeal (unless there has been an extension of no more than sixty (60) days due to special circumstances, provided that the delay and the special circumstances occasioning it are communicated to the claimant in writing within the first sixty (60) day period).  That determination shall be accompanied by a written statement presented in a manner calculated to be understood by the claimant and shall include specific reasons for the determination and specific references to the pertinent provisions of the Plan on which the determination is based and a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.  The determination so rendered shall be binding upon all parties.  The Plan Administrator shall provide such access to, and copies of, documents, records, and other information relevant to the claimant’s claim for benefits.
(c)          If, after exhausting the appeals process set forth in Paragraph (b) above, the claimant elects to further appeal the decision of the Plan Administrator by exercising his/her rights under ERISA, any other applicable law, or make any claim arising out of this Plan, the claimant shall, if elected by the Plan Administrator, submit his/her appeal to arbitration (hereinafter “Claim”) in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) then in effect.  By participation in this Plan, each claimant acknowledges and agrees that his/her right to seek relief and remedies in a federal or state court, including, but not limited to a jury trial, shall in that event be waived.  The time limitation for submitting a Claim to arbitration shall be thirty (30) days from the date of the receipt of the final determination of the Plan Administrator.
The arbitration shall be conducted by a single arbitrator chosen by mutual agreement of the claimant and the Plan Administrator, or absent such an agreement, a single arbitrator shall be selected by AAA in accordance with its National Rules for the Resolution of Employment Disputes then in effect.  The arbitrator shall conduct such arbitration in accordance with the procedural and substantive law as would be applicable if such Claim had been brought in a federal district court or state court and heard by a judge sitting without a jury, including, but not limited to, the law applicable to discovery, standards of review, relief, and remedies.  The arbitrator’s fees shall be borne by the Corporation.  The claimant shall be responsible for all filings fees and costs, but in no event in an amount greater than the filing fee that would have been applicable if the appeal had been filed in court.  The claimant and the Corporation shall be responsible

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	separately for the costs and expenses of their own attorney’s fees and related costs.  The arbitration shall be conducted in a mutually convenient location, and absent agreement, within fifty (50) miles of Horsham, Pennsylvania.  The decision of the arbitrator shall be in writing, final and binding upon the parties, and judgment upon such decision may be entered in any court of competent jurisdiction in the Commonwealth of Pennsylvania.
5.	Operation and Administration of the Plan
5.1      Authority and Responsibility.  The Plan Administrator shall have the sole and exclusive discretionary authority to determine eligibility for benefits under this Plan, to interpret and construe the terms of this Plan, and to determine all questions arising in connection with the administration, interpretation, and application of this Plan.  The Plan Administrator shall remedy any ambiguity, inconsistency or omission in its sole and complete discretion. The Plan Administrator’s interpretation, construction or determination, as the case may be, shall be conclusive and binding on all parties.  Such authority shall include, but shall not be limited to, the following:
	(a)          appointment of qualified accountants, actuaries, consultants, administrators, counsel, appraisers, or other persons it deems necessary or advisable, who shall serve the Plan Administrator as advisors only and shall not exercise any discretionary authority, responsibility or control with respect to the management or administration of this Plan;
	(b)          adoption of forms and regulations for the efficient administration of this Plan which are consistent with this Plan;
	(c)          remedy of any inequity resulting from incorrect information received or communicated, or of administrative error;
	(d)          settlement or compromise of any claims or debts arising from the operation of this Plan and the commencement of any legal action or administrative proceeding; and
	(e)          enrollment of a Participant in this Plan, distribution and receipt of Plan administration forms and compliance with all applicable governmental reporting and disclosure requirements.
	5.2	Records and Reports.
	(a)          The Plan Administrator shall keep a record of its proceedings and acts and shall keep books of account, records and other data necessary for the proper administration of this Plan.
	(b)          The Plan Administrator shall furnish each Participant and beneficiary, if applicable, with such information as may be required by him/her for tax or other purposes in connection with this Plan.

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5.3      Required Information.  A Participant or beneficiary who is entitled to a benefit under this Plan shall furnish such forms, information and data as requested by the Plan Administrator which is necessary or desirable for the proper administration of this Plan.  A failure on the part of any Participant or beneficiary to comply with such request within a reasonable period of time shall be sufficient grounds for delay in the payment of benefits until the form, information or data requested is received.  The records and/or determination of the Corporation as to a period or periods of employment, termination of employment and the reason therefore, leaves of absences, reemployment, and post-employment activity shall be conclusive on all persons.
5.4      Payment of Expenses of Plan.  The Corporation shall pay all of the administrative expenses of this Plan, including but not limited to, all fees and retainers of accountants, counsels, actuaries, consultants, administrators or other specialists.
6.	Amendment and Termination
6.1      Amendment.  The Corporation may amend or otherwise modify this Plan at any time, in its sole discretion, in whole or in part, either retroactively or prospectively.
6.2      Termination.   The Corporation may terminate this Plan, in its sole discretion, at any time without regard to the tax effect on any Participant or beneficiary.  Written notification of such action shall be given to each Participant and beneficiary of a deceased Participant.  Thereafter, no further deferred compensation shall be permitted to be made under this Plan.
7.	General Provisions

           7.1      Severability.  Should any provision of this Plan or any procedures adopted thereunder be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect the other provisions or procedures, unless such invalidity shall render impossible or impractical the functioning of this Plan and, in such case, the Corporation or the Plan Administrator, as applicable, shall immediately adopt a new provision or procedure to take the place of the one held illegal or invalid.

           7.2      Reliance on Data and Consents.  The Corporation, the Plan Administrator and all other persons or entities associated with the administration of this Plan may reasonably rely on the truth, accuracy and completeness of all data provided by a Participant and beneficiary of a deceased Participant.  Furthermore, the Corporation, the Plan Administrator and all other persons or entities associated with the administration of this Plan may reasonably rely on all consents, elections and designations filed with this Plan by any Participant, beneficiary of any deceased Participant, or the representatives of such persons, without duty to inquire into the genuineness of any such consent, election or designation.  None of the aforementioned persons or entities associated with the operation of this Plan shall have any duty to inquire into any such data, and all may rely on such data being current to the date of reference, it being the duty of each Participant and beneficiary to advise the appropriate parties of any change in such data.

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           7.3      Titles and Headings.  The titles and headings of the Sections in this instrument are for convenience of reference only and, in the event of any conflict, the text rather than such titles or headings shall control.

           7.4      Notices.  Any notice or document relating to this Plan required to be given to or filed with the Plan Administrator or the Corporation shall be considered as given or filed if delivered or mailed by registered or certified mail, postage prepaid, to the Corporation.

           7.5      Waiver of Notice.  Any notice required under this Plan may be waived by the person entitled to notice.

           7.6      Effect on Other Employee Benefit Plans.  Any benefit paid or payable under this Plan shall not be included in the compensation of a Participant for purposes of computing benefits under any employee benefit plan maintained or contributed to by the Corporation, except as may otherwise be required under the terms of such employee benefit plan.

           IN WITNESS WHEREOF, and in evidence of the adoption of this Plan, the Corporation has caused this Plan to be executed by its duly authorized officer this 30th day of December , 2004.

NCO GROUP, INC.
By:	/s/  STEVEN L. WINOKUR
Title:	Executive Vice President and Chief Financial Officer

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EX-10

Exhibit 10.6

Addendum

          This Addendum amends that certain Employment Agreement dated December 8, with an effective date of December 15, 2000, (attached hereto as Exhibit “A” and incorporated herein and made a part hereof by this reference) by and between Albert Zezulinski (“Employee”) and NCO FINANCIAL SYSTEMS, INC. (“Company”), a Pennsylvania corporation (the “Agreement”), and this Addendum shall be effective as of January 1, 2005 (the “Effective Date”).

          For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

          1.          Paragraph 3 of the Agreement is amended by deleting therein and elsewhere in the Agreement any reference to the Division. Further, said paragraph is amended to provide that Employee’s duties shall be under the supervision of the Chief Operating Officer of Shared Services, or his designee.

          2.          Paragraph 4 of the Agreement is amended by deleting the text of such paragraph
in its entirety and replacing it with the following:

“The term of this Agreement shall be for a period of three (3) years (the “Term”), commencing on the Effective Date and terminating on December 31, 2007, subject to any early termination provisions set forth in the Agreement. Unless either party elects to terminate this Agreement at the end of the Term by giving the other party written notice of such election at least ninety (90) days before the expiration of the Term or Additional Term (as hereinafter defined), the Term or then current Additional Term shall be deemed to have been extended for an additional term of one (1) year (“Additional Term”) commencing on the day after the expiration of the Term or current Additional Term and thereafter, from year to year until terminated in accordance herewith. At any time during an Additional Term, either party may terminate this Agreement by giving the other party written notice of such election at least sixty (60) days prior to such termination.”

          3.          Paragraph 5 of the Agreement is amended by deleting the text of such paragraph in its entirety and replacing it with the following:

“(a)     For all of the service rendered by Employee to Company, Employee shall receive Base Compensation at the gross annual rate of Two Hundred Fifty Thousand Dollars ($250,000), payable in installments in accordance with Company’s regular payroll practices in effect from time to time. Employee’s Base Compensation shall be reviewed annually and shall be adjusted by not less than the prevailing Consumer Price Index (“CPI”) for the Philadelphia, Pennsylvania area.

(b)     Annual Bonus:  In addition to the Base Salary, so long as Employee satisfies the    duties and obligations of his employment, including meeting individual annual goals and objectives and Company’s overall performance, Employee shall be entitled to receive an Annual Bonus determined in a fair and

equitable method consistent among similarly situated executive officers of the Company. Employee’s Annual Bonus shall be in an amount up to seventy five percent (75%) of the Base Salary. The bonus shall be paid out of a bonus pool of funds established by the Company’s compensation committee based on the Company’s economic performance and other extenuating circumstances, if any, together with input from the Chief Executive Officer of the Company. The bonus pool shall be calculated, subject to modification by the Board, as follows:

Results/Plan	Incentive as a Percent of Target
Less than 90%	0
90%	20%
91% to 100%	+8% for each point above 90
100%	100%
100% to 120%	+5% for each point from 100 to 120
120% and above	200%

          4.          Paragraph 6 of the Agreement is amended by deleting the text of such paragraph in its entirety and replacing it with the following: Employee shall be entitled to all Benefits as those granted to similar situated Executive Officers of the Company.

          5.          Employee hereby acknowledges that the Restrictions set forth in Paragraph 14 of the Agreement are reasonable and shall remain in full force and effect as though fully set forth at length in this Addendum.

          6.          In the event any term or condition of this Addendum is inconsistent with any term or condition of the Agreement, the terms of this Addendum will control. Except as stated above, all the terms and conditions of the Agreement, including all restrictions and covenants, shall remain in full force and effect and are incorporated herein by reference as though set forth at length.

          IN WITNESS WHEREOF, the parties have executed this Addendum to become effective on the Effective Date.

NCO FINANCIAL SYSTEMS, INC.
By:
Name:
Title:	EVP

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