A MARK OF *** IN THE TEXT OF THIS EXHIBIT INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED. THIS EXHIBIT, INCLUDING THE OMITTED PORTIONS, HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTINGCONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Effective upon the execution of this Agreement, you will no longer serve as Executive Vice President-Chief Integration Officer of FTI, Chairman of FD-Americas and FD-Ireland, and

Chairman of the Executive Management Committee of FTI, and you are hereby relieved of all duties and responsibilities associated with such positions. You hereby resign as an officer and director of all affiliates of FTI and as a trustee of the FD Employee Benefit Trust, and you shall execute promptly all documents necessary or appropriate to evidence such resignations.

You hereby reaffirm your obligation to comply strictly with the post-employment restrictions in the Employment Agreement during the twelve month period commencing October 6, 2009, and you hereby reaffirm your obligation under the Amended RSA, during the period up to and including June 15, 2011, not to (a) become employed by or a partner in or a consultant to any financial communications business competing with FD and/or any of its affiliates (the “Group”) in any one or more countries in Western Europe, or in the United States or Canada or South Africa or Dubai or Hong Kong or China or India or Bahrain or Russia (a “Competing Business”) and in a manner in which your employment, partnership or consultancy would compete with the Group, (b) solicit clients or employees of the Group

away from the Group for the benefit of a Competing Business or (c) willfully or deliberately disclose to any person information which is confidential to the Group, subject only to the following express exceptions: (a) your performance of services as an independent contractor

During the period from October 6, 2009 through June 15, 2011, you (or an entity to be formed and owned by you) will serve as an independent contractor consultant to FTI and FD. During such period you will not hold yourself out as an employee, agent or authorized representative of FTI or FD or negotiate or enter into any agreements on behalf of FTI or FD. You will be entitled to receive the compensation as set forth on Schedule 2 hereof. You acknowledge and agree that excluding you, all engagements and projects, including the Key Account engagements, will be staffed exclusively with FTI and/or FD personnel. You acknowledge and agree that as an independent contractor consultant you may be provided or come into contact with Confidential Information of FTI, FD or their respective clients. The term “Confidential Information” shall mean any and all information which is furnished to you by or on behalf of FTI, FD or their respective, whether in written, oral or electronic form. You agree not to use any Confidential Information for your own use or for any purpose except to carry out the provision of services contemplated hereunder. You agree to hold such Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties, except as required by law or judicial process. The parties are and intend to be independent contractors with respect to the services contemplated under this Section 10. Neither party shall act as an agent of the other party and neither shall be entitled to enter into any agreements or incur any obligations on behalf of the other party. No form of joint employer, joint venture, partnership or similar relationship between the parties is intended or hereby created. You shall: (i) be responsible for the timely withholding and payment of all taxes, including federal, state and local taxes, including by way of illustration

but not limitation, federal and state income tax, social security tax, Medicare tax, unemployment insurance taxes, and any other taxes or business license fees as required and (ii) indemnify, defend and hold harmless FTI to the extent of any obligations imposed by law on FTI to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with any payment made to you by FTI for services provided.

You agree that as soon as practicable, you will return any and all company property in your possession, including, but not limited to, your computer, software programs, client lists, marketing information, pricing information, personnel materials or files, handbooks, manuals, policies, memoranda, notes, and drafts thereof, and any other documents or property (and any summaries or copies thereof), unfinished versions or reproductions of any items developed by you and/or obtained by you or on your behalf, directly or indirectly, pursuant to your employment (collectively, the “Business Records”). This includes all files

and other company property stored in your home office. You further agree that you will not retain copies, summaries, excerpts or duplicates of any such Business Records. Notwithstanding the foregoing, you will continue to have reasonable access to all information appropriate or necessary to perform your employment duties through October 5, 2009, and to perform independent contractor consulting services with respect to the Key Accounts during the period from October 6, 2009 through and including June 15, 2011. Moreover, for the avoidance of doubt, all Business Records related to the Key Accounts and generated by you or on your behalf during the period from October 6, 2009 through and including June 15, 2011 shall be considered company property, and shall be returned at the end of such period. You further agree that you will not retain copies, summaries, excerpts or duplicates of any such Business Records.

Nothing contained herein is intended to, or should be construed as, a modification of your rights (including, but not limited to, your right to receive additional amounts in cash) and obligations under the FD offer documents in connection with FTI’s acquisition of FD, including with respect to future earnout payments and the distribution of restricted stock. For the avoidance of doubt, the termination of your employment relationship will not impact the release of restricted stock on the third (3^rd) anniversary of FTI’s acquisition of FD or the distribution and payment of any future earnout payments (it is projected that the final payment will be made in March 2010), all as described in the FD offer documents.

The parties shall not issue publicity, news release or other announcement, written or oral, disclosing the contents of this Agreement or the substance of the negotiations without the prior written approval of the other party, except as required by law or legal process, and excluding announcements required under the securities laws, with respect to which you will have a reasonable opportunity to review and comment. For the avoidance of doubt, the Company shall be entitled to discuss the fact of your impending separation from the

Company with other employees of the Company and its affiliates, in order to avoid disruption and to facilitate a smooth transition. Each party will refrain from taking action or making statements, written or oral, that disparage or defame the goodwill or reputation of you or the Company, its directors, officers, agents and employees. Notwithstanding any provision in this Agreement or otherwise to the contrary, both you and the Company shall be and are authorized to provide truthful testimony under oath on any occasion you or the Company is under oath and are authorized to reply truthfully to any order of any court or other forum including, but not limited to, any subpoena, without such constituting a violation of your or the Company’s obligations under this paragraph or otherwise.

Agreed and Accepted this 27^th

day of July, 2009

/S/ DECLAN KELLY