<PAGE>
                                                                   EXHIBIT 10.19



                             SPHERIS OPERATIONS INC.

                           DEFERRED COMPENSATION PLAN

                              Amended and Restated

                            Effective January 1, 2005

<PAGE>

                             SPHERIS OPERATIONS INC.
                           DEFERRED COMPENSATION PLAN

                       ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1. PURPOSE. The purpose of this Spheris Operations Inc. Deferred Compensation
     Plan (hereinafter, the "Plan") is to permit a select group of management
     and highly compensated employees of Spheris Operations Inc. and its
     participating subsidiaries and affiliates (hereinafter, the "Company") to
     defer the receipt of income which would otherwise become payable to them.
     It is intended that this Plan, by providing this deferral opportunity, will
     assist the Company in retaining and attracting individuals of exceptional
     ability by providing them with these benefits.

1.2. EFFECTIVE DATE. This amendment and restatement of the Plan shall be
     effective as of January 1, 2005. The amendment and restatement is intended
     to bring the Plan into compliance with Section 409A of the Internal Revenue
     Code of 1986, as amended (the "Code").

                            ARTICLE II - DEFINITIONS

     For the purpose of this Plan, the following terms shall have the meanings
     indicated, unless the context clearly indicates otherwise:

2.1. ACCOUNT(S). "Account(s)" means the notional account or accounts maintained
     on the books of the Company used solely to calculate the amount payable to
     each Participant under this Plan and shall not constitute a separate fund
     of assets. The Accounts available for each Participant shall be identified
     as:

     a)   Retirement Account; and

     b)   In-Service Account; each Participant may maintain a separate
          In-Service Account with respect to each Deferral Period.

2.2. BENEFICIARY. "Beneficiary" means the person, persons or entity as
     designated by the Participant, entitled under Article VI to receive any
     Plan benefits payable after the Participant's death.

2.3. BOARD. "Board" means the Management Board of Spheris Holdings LLC or its
     designee.

2.4. CHANGE IN CONTROL. A "Change in Control" means the effective date of a sale
     of the Company as a whole in a single transaction or series of related
     transactions (whether through the sale of assets, limited liability company
     interests, merger, consolidation or otherwise) or its business in which the
     beneficial holders of a majority of the voting and economic interests of
     the Company or its business prior to such sale are not the beneficial


                                       1

<PAGE>

     holders of such interests or business thereafter. However, a "Change in
     Control" shall not include (i) a public offering of shares of stock of the
     Company or an affiliate or (ii) except in a transaction described in the
     preceding sentence, subsequent transfers of shares.

2.5. COMMITTEE. "Committee" means the committee appointed by the Board to
     administer the Plan pursuant to Article VII.

2.6. COMPANY. "Company" means Spheris Operations Inc., and any directly or
     indirectly affiliated parent or subsidiary thereof designated by the Board,
     or any successor to the business thereof.

2.7. COMPENSATION. "Compensation" means the base salary payable to and bonus or
     incentive compensation earned by a Participant with respect to employment
     services performed for the Company by the Participant, including any
     commissions payable and considered to be "wages" for purposes of federal
     income tax withholding. For purposes of this Plan only, Compensation shall
     be calculated before reduction for any amounts deferred by the Participant
     pursuant to the Company's tax qualified plans which may be maintained under
     Section 401(k) or Section 125 of the Code, or pursuant to this Plan or any
     other non-qualified plan which permits the voluntary deferral of
     compensation. Inclusion of any other forms of compensation is subject to
     Committee approval.

2.8. DEFERRAL COMMITMENT. "Deferral Commitment" means a commitment made by a
     Participant to defer a portion of Compensation as set forth in Article III.
     The Deferral Commitment shall apply to salary and/or bonus and/or
     commissions earned by a Participant in a Deferral Period, and shall specify
     the Account or Accounts to which the Compensation deferred shall be
     credited. Such designation shall be made in whole percentages, in whole
     dollar amounts, or in whole percentages over certain whole dollar amounts,
     and shall be made in a form acceptable to the Committee.

2.9. DEFERRAL PERIOD. "Deferral Period" means each calendar year.

2.10. DETERMINATION DATE. "Determination Date" means the last day of each
     calendar month or other such date(s) as the Committee may determine in its
     discretion.

2.11. DISABILITY. "Disability" means a period of time during which a Participant
     is (i) unable 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 can be expected to last for a continuous
     period of not less than twelve (12) months, or (ii) by reason of any
     medically determinable physical or mental impairment which can be expected
     to result in death or can be expected to last for a continuous period of
     not less than twelve (12) months, receiving income replacement benefits for
     a period of not less than three (3) months under an accident and health
     plan covering employees of the Company.

2.12. DISCRETIONARY CONTRIBUTION. "Discretionary Contribution" means a Company
     derived credit to a Participant's Account(s) under Section 4.5, below.


                                       2

<PAGE>

2.13. DISTRIBUTION ELECTION. "Distribution Election" means the form prescribed
     by the Committee and completed by the Participant, indicating the chosen
     timing of payment for benefits payable from each Account under this Plan
     (and the chosen form of payment for benefits payable from the Retirement
     Account), as elected by the Participant, or as provided in Section 3.6,
     below.

2.14. INTEREST. "Interest" means the amount credited or debited to a
     Participant's Account(s) on each Determination Date, which shall be based
     on the performance of the Valuation Funds chosen by the Participant as
     provided in Section 2.20, below and in a manner consistent with Section
     4.3, below. Such credits or debits to a Participant's Account may be either
     positive or negative to reflect the increase or decrease in value of the
     Account in accordance with the provisions of this Plan.

2.15. FINANCIAL HARDSHIP. "Financial Hardship" means a severe financial hardship
     of the Participant resulting from an illness or accident of the
     Participant, the Participant's spouse, or dependent (as defined in Section
     152(a) of the Code), loss of the Participant's property due to casualty
     (including the need to rebuild a home following damage to a home not
     otherwise covered by insurance), or other similar extraordinary and
     unforeseeable circumstance arising as a result of events beyond the control
     of the Participant, such as:

     a)   the imminent foreclosure of or eviction from the Participant's primary
          residence;

     b)   the need to pay for medical expenses, including nonrefundable
          deductibles, as well as prescription drug medication; or

     c)   the need to pay for funeral expenses of the Participant's spouse or
          dependent (as defined in Section 152(a) of the Code).

2.16. MATCHING CONTRIBUTION. "Matching Contribution" means the Company
     contribution credited to a Participant's Account(s) under Section 4.4,
     below.

2.17. PARTICIPANT. "Participant" means any employee who is eligible, pursuant to
     Section 3.1, below, to participate in this Plan, and who has elected to
     defer Compensation under this Plan in accordance with Article III, below
     (and/or on whose behalf the Company has determined to credit a Company
     contribution hereunder). Such employee shall remain a Participant in this
     Plan until such time as all benefits payable under this Plan have been paid
     in accordance with the provisions hereof.

2.18. PLAN. "Plan" means this amended and restated Spheris Operations Inc.
     Deferred Compensation Plan (f/k/a the EDiX Corporation Deferred
     Compensation Plan), as it may be further amended from time to time.

2.19. RETIREMENT. "Retirement" means the termination of employment with the
     Company of the Participant after attaining age fifty-five (55) with at
     least ten (10) Years of Service, or after attaining age sixty (60).


                                       3

<PAGE>

2.20. VALUATION FUNDS. "Valuation Funds" means one or more of the independently
     established funds or indices that are identified and listed by the
     Committee. These Valuation Funds are used solely to calculate the Interest
     that is debited or credited to each Participant's Account(s) in accordance
     with Article IV, below, and do not represent, nor should they be
     interpreted to convey any beneficial interest on the part of the
     Participant in any asset or other property of the Company. The
     determination of the increase or decrease in the performance of each
     Valuation Fund shall be made by the Committee in its reasonable discretion.
     The Committee shall select the various Valuation Funds available to the
     Participants with respect to this Plan and shall set forth a list of these
     Valuation Funds attached hereto as Exhibit A, which may be amended from
     time to time in the discretion of the Committee.

2.21. YEARS OF SERVICE. "Years of Service" shall have the meaning provided for
     such term for purposes of vesting under the Company's 401(k) Plan, or any
     other successor defined contribution plan maintained by the Company that
     qualifies under Section 401(a) of the Code and satisfies the requirements
     of Section 401(k) of the Code, whether or not the Participant is a
     participant in such plan.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.1. ELIGIBILITY AND PARTICIPATION.

     a)   ELIGIBILITY. Eligibility to participate in the Plan shall be limited
          to those employees of the Company who hold the position of Director or
          above, or in the case of sales personnel, who hold the position of
          Regional Sales Manager or above, and any other select key employees of
          the Company who the Committee determines qualify as members of a
          select group of management or highly compensated employees, as
          determined in accordance with the Employee Retirement Income Security
          Act of 1974, as amended ("ERISA"), and who are designated by the
          Committee, from time to time, and approved by the Board in its
          discretion.

     b)   PARTICIPATION. An employee's participation in the Plan shall be
          effective upon notification to the employee by the Committee of
          eligibility to participate, and completion and submission of a
          Deferral Commitment (unless the employee is participating solely by
          virtue of being credited with an Employer contribution), an Allocation
          Form as defined in Section 3.2(b), and a Distribution Election to the
          Committee no later than the date prior to the beginning of the
          Deferral Period that is prescribed by the Committee.

     c)   FIRST-YEAR PARTICIPATION. When an individual first becomes eligible to
          participate in this Plan during a Deferral Period, a Deferral
          Commitment may be submitted to the Committee within thirty (30) days
          after the Committee notifies the individual of eligibility to
          participate (unless the employee is participating solely by virtue of
          being credited with an Employer contribution). Such Deferral
          Commitment will be


                                       4

<PAGE>

          effective only with regard to Compensation earned following submission
          of the Deferral Commitment to the Committee.

3.2. FORM OF DEFERRAL COMMITMENT. A Participant may elect to make a Deferral
     Commitment in the form permitted by the Committee. The Deferral Commitment
     shall specify the following:

     a)   DEFERRAL AMOUNTS; ACCOUNTS. A Deferral Commitment shall be made with
          respect to salary and/or bonus and/or commissions earned by the
          Participant during the Deferral Period, and shall designate the
          portion of each deferral that shall be allocated among the various
          Accounts, except that no deferral shall be made to an Account at the
          same time that a distribution is to be made from that Account. The
          Participant shall set forth the amount to be deferred as a full
          percentage of salary and/or bonus and/or commissions (the Participant
          may designate a different percentage of salary, bonus and commissions
          that is to be deferred under this Plan), as a flat amount of salary
          and/or bonus and/or commissions, or as a percentage of salary and/or
          bonus and/or commissions over a certain amount. Salary Deferral
          Commitments shall be made in roughly equal amounts over the Deferral
          Period.

     b)   ALLOCATION TO VALUATION FUNDS. The Participant shall specify in a
          separate form (known as the "Allocation Form") filed with the
          Committee, the Participant's initial allocation of the amounts
          deferred into each Account among the various available Valuation
          Funds.

     c)   MAXIMUM DEFERRAL. The maximum amount of base salary that may be
          deferred shall be fifty percent (50%), and the maximum amount of bonus
          or incentive compensation, or commissions, that may be deferred shall
          be one hundred percent (100%).

     d)   MINIMUM DEFERRAL. The minimum Deferral Commitment of base salary under
          this Plan shall be three thousand dollars ($3,000) on an annualized
          basis, and the minimum Deferral Commitment of bonus or incentive
          compensation, or commissions, under this Plan shall be three thousand
          dollars ($3,000) in the aggregate, unless the Participant has also
          made a Deferral Commitment of base salary for the Deferral Period
          which meets the minimum set by this paragraph.

3.3. PERIOD OF COMMITMENT. Except as provided in Section 5.4, once a Participant
     has made a Deferral Commitment, that Commitment shall remain in effect
     throughout the Deferral Period to which it relates.

3.4. COMMITMENT LIMITED BY TERMINATION OR DISABILITY. If a Participant suffers a
     Disability or terminates employment with the Company prior to the end of
     the Deferral Period, the Deferral Period shall end as of the date of
     Disability or termination.

3.5. CHANGE IN EMPLOYMENT STATUS. If the Board determines that a Participant's
     employment performance is no longer at a level that warrants reward through
     participation in this Plan,


                                       5

<PAGE>

     but does not terminate the Participant's employment with the Company, the
     Participant's existing Deferral Commitment shall terminate at the end of
     the Deferral Period, and no new Deferral Commitment may be made by such
     Participant after notice of such determination is given by the Committee,
     unless the Participant later satisfies the requirements of Section 3.1,
     above. If the Committee, in its sole discretion, determines that the
     Participant no longer qualifies as a member of a select group of management
     or highly compensated employees, as determined in accordance with ERISA,
     the Committee may, in its sole discretion, terminate any Deferral
     Commitment for that year and prohibit the Participant from making any
     future Deferral Commitments.

3.6. DEFAULTS IN EVENT OF INCOMPLETE OR INACCURATE DEFERRAL COMMITMENTS. In the
     event that a Participant submits a Deferral Commitment to the Committee
     that contains information necessary to the smooth operation of this Plan
     which, in the sole discretion of the Committee, is incomplete or
     inaccurate, the Committee shall be authorized to assume the following:

     a)   If no Account is listed - assume Retirement Account was selected;

     b)   If Accounts listed equal less than one hundred percent (100%) - assume
          balance is deferred into Retirement Account;

     c)   If Accounts listed equal more than one hundred percent (100%) - assume
          proportionate reduction to each Account selected;

     d)   If no Valuation Fund is selected - assume Money Market Fund was
          selected;

     e)   If Valuation Fund(s) selected equal less than one hundred percent
          (100%) - assume that Money Market Fund was selected for balance;

     f)   If Valuation Fund(s) selected equal more than one hundred percent
          (100%) - assume proportionate reduction to each Valuation Fund
          selected;

     g)   If no Distribution Election is chosen - assume three (3) year for
          Retirement Account was selected; and

     h)   If no time of payment is chosen for In-Service Account - assume the
          earliest possible date available under the provisions of Section 5.2,
          below was selected.

                   ARTICLE IV - DEFERRED COMPENSATION ACCOUNT

4.1. ACCOUNTS. The Compensation deferred by a Participant under the Plan, any
     Matching Contributions, Discretionary Contributions and Interest shall be
     credited (and, in the case of Interest, debited as applicable) to the
     Participant's Account(s). Separate notational accounts may be maintained on
     the books of the Company to reflect the different Accounts chosen by the
     Participant, and the Participant shall designate the portion of each
     deferral that will be


                                       6

<PAGE>

     credited to each Account as set forth in Section 3.2(a), above. These
     Accounts shall be used solely to calculate the amount payable to each
     Participant under this Plan and shall not constitute a separate fund of
     assets.

4.2. TIMING OF CREDITS; WITHHOLDING. A Participant's deferred Compensation shall
     be credited to each Account designated by the Participant on the last day
     of the month during which the Compensation deferred would have otherwise
     been payable to the Participant, or at more frequent intervals as the
     Committee shall determine. Any Matching Contributions shall be credited to
     each Account as provided in Section 4.4. Any Discretionary Contributions
     shall be credited to the appropriate Account(s) as provided by the Board.
     Any withholding of taxes or other amounts with respect to deferred
     Compensation or Company contributions that is required by local, state or
     federal law shall be withheld from the Participant's corresponding
     non-deferred portion of the Compensation to the maximum extent possible,
     and any remaining amount shall reduce the amount credited to the
     Participant's Account in a manner specified by the Committee.

4.3. VALUATION FUNDS. A Participant shall designate, at a time and in a manner
     acceptable to the Committee, one or more Valuation Funds for his or her
     Account balances for the sole purpose of determining the amount of Interest
     to be credited or debited to such Account balances. Such election shall
     designate the Valuation Fund(s) to which his or her deferrals of
     Compensation and Company contributions (if any) shall be allocated. If
     permitted by the Committee, a separate valuation Fund allocation election
     may be made by the Participant with respect to his or her deferrals of
     Compensation and Company contributions (if any) to date, and with respect
     to any new deferrals of Compensation and Company contributions. All such
     elections shall apply to each succeeding Deferral Period's deferrals and
     contributions, until such time as the Participant shall file new elections
     with the Committee. At such times and in such forms as the Committee shall
     permit, the Participant may also reallocate the balance in each Valuation
     Fund among the other available Valuation Funds as of the next succeeding
     Determination Date.

4.4. MATCHING CONTRIBUTIONS. The Company shall credit a Matching Contribution to
     the Participant's Account which, for the calendar year of reference, shall
     be equal to the amount of the Company's matching contribution that would be
     made to the Company's 401(k) Plan on the Participant's behalf if (i) the
     401(k) Plan were permitted to include in its definition of "compensation"
     for Company matching purposes the Participant's Compensation deferrals
     under this Plan, and (ii) the Code's section 401(k)(3) and Section
     401(m)(3) non-discrimination testing requirements did not apply; reduced by
     the amount of any Company matching contributions that are made to (and not
     thereafter returned from) the 401(k) Plan on the Participant's behalf for
     the plan year of the 401(k) Plan that corresponds to the calendar year of
     reference. The Matching Contribution shall be credited to the Retirement
     Account at the time the compensation deferral under the 401(k) Plan to
     which the Matching Contribution relates is credited thereunder.

4.5. DISCRETIONARY CONTRIBUTIONS. The Company may make Discretionary
     Contributions to a Participant's Account. Discretionary Contributions shall
     be credited at such times and in such amounts as recommended by the
     Committee and approved by the Board in its sole


                                       7

<PAGE>

     discretion. Unless the Board specifies otherwise, such Discretionary
     Contribution shall be allocated among the various Accounts in the same
     proportion as set forth in section 4.1, above.

4.6. DETERMINATION OF ACCOUNTS. Each Participant's Account as of each
     Determination Date shall consist of the balance of the Account as of the
     immediately preceding Determination Date, adjusted as follows:

     a)   NEW DEFERRALS. Each Account shall be increased by any deferred
          Compensation credited since such prior Determination Date in the
          proportion chosen by the Participant, except that no amount of new
          deferrals shall be credited to an Account at the same time that a
          distribution is to be made from that Account.

     b)   COMPANY CONTRIBUTIONS. Each Account shall be increased by any Matching
          and/or Discretionary Contributions credited since such prior
          Determination as set forth above in sections 4.1 and 4.5 or as
          otherwise directed by the Board.

     c)   DISTRIBUTIONS. Each Account shall be reduced by the amount of each
          benefit payment made from that Account since the prior Determination
          Date. Distributions shall be deemed to have been made proportionally
          from each of the Valuation Funds maintained within such Account based
          on the proportion that such Valuation Fund bears to the sum of all
          Valuation Funds maintained within such Account for that Participant as
          of the Determination Date immediately preceding the date of payment.

     d)   INTEREST. Each Account shall be increased or decreased by the Interest
          debited or credited to such Account since such Determination Date as
          though the balance of that Account as of the beginning of the current
          month had been invested in the applicable Valuation Funds chosen by
          the Participant.

4.7. VESTING OF ACCOUNTS. Each Participant shall be vested in the amounts
     credited to such Participant's Account and Interest thereon as follows:

     a)   AMOUNTS DEFERRED. A Participant shall be one hundred percent (100%)
          vested at all times in the amount of Compensation elected to be
          deferred under this Plan and Interest thereon.

     b)   MATCHING CONTRIBUTIONS. A Participant's Matching Contributions and
          Interest thereon shall become vested as and to the extent that the
          Participant becomes vested in Company matching contributions under the
          Company's 401(k) Plan.

     c)   DISCRETIONARY CONTRIBUTIONS. A Participant's Discretionary
          Contributions and Interest thereon shall become vested as determined
          by the Board.

4.8. STATEMENT OF ACCOUNTS. The Committee shall give to each Participant a
     statement showing the balances in the Participant's Account on a quarterly
     basis, or at more frequent intervals as the Committee determines.


                                       8

<PAGE>

                            ARTICLE V - PLAN BENEFITS

5.1. RETIREMENT ACCOUNT. The vested portion of a Participant's Retirement
     Account shall be distributed to the Participant upon the termination of
     employment with the Company. Benefits under this section shall be payable
     as soon as administratively practical after termination of employment. The
     form of benefit payment shall be that form selected by the Participant
     pursuant to Section 5.5, below, unless the Participant terminates
     employment prior to Retirement, or within two (2) years following a Change
     in Control, in which event, the Retirement Account shall be paid in the
     form of a lump sum payment. Payment of any benefit from the Retirement
     Account shall commence as soon as practical, but in no event later than one
     hundred and twenty (120) days after the date of the Participant's
     termination of service with the Company, and subsequent payments, if the
     form of benefit payment selected as provided in Section 5.5 provides for
     subsequent payments, shall be made on the anniversary of the initial
     payment.

5.2. IN-SERVICE ACCOUNT. In connection with each Deferral Commitment for each
     Deferral Period, a Participant may elect to have his or her deferrals of
     Compensation and the vested portion of his or her Company contributions (if
     any) attributable to that Deferral Period, and Interest thereon, to be
     designated as the Participant's In-Service Account. Each Deferral Period's
     In-Service Account shall be in an amount that is equal to that year's
     deferral of Compensation, that year's vested Company contributions, and
     Interest credited or debited thereon, determined at the time that the
     In-Service Account becomes payable (rather than the date of a termination
     of employment). Subject to the terms and conditions of this Plan, each
     In-Service Account elected shall be paid out during a period beginning one
     (1) day and ending sixty (60) days after the last day of any calendar year
     designated by the Participant that is at least three (3) calendar years
     after Deferral Period with respect to which the Compensation is actually
     deferred and the vested Company contributions are actually contributed, as
     specifically elected by the Participant. By way of example, if a three (3)
     year payout of an In-Service Account is elected for Compensation that is
     deferred and vested Company contributions that are contributed in the
     Deferral Period commencing January 1, 2004, the In-Service Account would
     become payable during a sixty (60) day period commencing January 1, 2008.
     Notwithstanding the preceding sentences or any other provision of this Plan
     that may be construed to the contrary, a Participant who is an active
     employee may, with respect to each In-Service Account, on a form determined
     by the Committee, make one or more additional deferral elections (a
     "Subsequent Election") to defer payment of such In-Service Account to a
     calendar year subsequent to the calendar year originally (or subsequently)
     elected; provided, however, any such Subsequent Election will be null and
     void unless accepted by the Committee no later than one (1) year prior to
     the first day of the calendar year in which, but for the Subsequent
     Election, such In-Service Account would be paid, and such Subsequent
     Election is at least five (5) calendar years from the calendar year in
     which the In-Service Account, but for the Subsequent Election, would be
     paid. The preceding notwithstanding, if the Participant terminates
     employment with the Company prior to the date so chosen by the Participant,
     the vested portion of the In-Service Account shall be added to the
     Retirement Account as of the date of termination of service and shall be
     paid in accordance with the provisions of Section 5.1, above.


                                       9

<PAGE>

5.3. DEATH BENEFIT. Upon the death of a Participant prior to the commencement of
     benefits under this Plan from any particular Account, the Company shall pay
     to the Participant's Beneficiary an amount equal to the vested Account
     balance in that Account in the form of a lump sum payment. In the event of
     the death of the Participant after the commencement of benefits under this
     Plan from any Account, the benefits from that Account(s) shall be paid to
     the Participant's designated Beneficiary from that Account at the same time
     and in the same manner as if the Participant had survived.

5.4. HARDSHIP DISTRIBUTIONS. Upon a finding that a Participant has suffered a
     Financial Hardship, the Committee may, in its sole discretion, suspend the
     existing Deferral Commitment, or make distributions from any or all of the
     Participant's Accounts. In making its determination, the Committee shall
     examine the relevant facts and circumstances of each case. A distribution,
     however, may not be made to the extent that the Financial Hardship may be
     relieved through reimbursement or compensation from insurance or otherwise,
     by liquidation of the Participant's assets (to the extent that such
     liquidation would not cause severe financial hardship) or by cessation of
     deferrals under the Plan. The amount of such distribution shall be limited
     to the amount reasonably necessary to meet the Participant's needs
     resulting from the Financial Hardship (including the amounts necessary to
     pay taxes or penalties reasonably anticipated to result from the
     distribution), and will not exceed the Participant's vested Account
     balances.

5.5. FORM OF PAYMENT. Unless otherwise specified in paragraphs 5.1, 5.2, or 5.3,
     the benefits payable from any Account under this Plan shall be paid in the
     form of benefit as provided below, and specified by the Participant in the
     Distribution Election. The most recently submitted Distribution Election
     shall be effective for the entire vested Account balance. Each subsequent
     Distribution Election shall result in the deferral of the amount initially
     deferred for at least an additional five (5) years. If, at the time payment
     of benefits under this Plan become due and payable, the Participant's most
     recent election as to the form of payment was made within one (1) year of
     such payment, then the most recent election made by the Participant more
     that one (1) year prior to the time of payment shall be used to determine
     the form of payment. The permitted forms of benefit payments are:

     a)   A lump sum amount which is equal to the vested Account balance; and,

     b)   In the event of payment of the Retirement Account, annual installments
          for a period of up to twenty (20) years where the annual payment shall
          be equal to the balance of the Account immediately prior to the
          payment, multiplied by a fraction, the numerator of which is one (1)
          and the denominator of which commences at the number of annual payment
          initially chosen and is reduced by one (1) in each succeeding year.
          Interest on the unpaid balance shall be based on the most recent
          allocation among the available Valuation Funds chosen by the
          Participant, made in accordance with Section 4.3, above.

5.6. SMALL ACCOUNT. If the total of a Participant's vested, unpaid Account
     balance as of the time the payments are to commence from the Participant's
     Account is less than ten thousand


                                       10

<PAGE>

     dollar ($10,000), the remaining unpaid, vested Account shall be paid in a
     lump sum, notwithstanding any election by the Participant to the contrary.

5.7. WITHHOLDING; PAYROLL TAXES. The Company shall withhold from any payment
     made pursuant to this Plan any taxes required to be withheld from such
     payments under local, state or federal law. A Beneficiary, however, may
     elect not to have withholding of federal income tax pursuant to Section
     3405(a)(2) of the Code, or any successor provision thereto.

5.8. PAYMENT TO GUARDIAN. If a Plan benefit is payable to a minor or a person
     declared incompetent or to a person incapable of handling the disposition
     of the property, the Committee may direct payment to the guardian, legal
     representative or person having the care and custody of such minor,
     incompetent or person. The Committee may require proof of incompetency,
     minority, incapacity or guardianship as it may deem appropriate prior to
     distribution. Such distribution shall completely discharge the Committee
     and the Company from all liability with respect to such benefit.

5.9. EFFECT OF PAYMENT. The full payment of the applicable benefit under this
     Article V shall completely discharge all obligations on the part of the
     Company to the Participant (and the Participant's Beneficiary) with respect
     to the operation of this Plan, and the Participant's (and Participant's
     Beneficiary's) rights under this Plan shall terminate.

                      ARTICLE VI - BENEFICIARY DESIGNATION

6.1. BENEFICIARY DESIGNATION. Each Participant shall have the right, at any
     time, to designate one (1) or more persons or entity as Beneficiary (both
     primary as well as secondary) to whom benefits under this Plan shall be
     paid in the event of Participant's death prior to complete distribution of
     the Participant's vested Account balance. Each Beneficiary designation
     shall be in a written form prescribed by the Committee and shall be
     effective only when filed with the Committee during the Participant's
     lifetime.

6.2. CHANGING BENEFICIARY. Any Beneficiary designation may be changed by a
     Participant without the consent of the previously named Beneficiary by the
     filing of a new Beneficiary designation with the Committee.

6.3. NO BENEFICIARY DESIGNATION. If any Participant fails to designate a
     Beneficiary in the manner provided above, if the designation is void, or if
     the Beneficiary designated by a deceased Participant dies before the
     Participant or before complete distribution of the Participant's benefits,
     the Participant's Beneficiary shall be the person in the first of the
     following classes in which there is a survivor:

     a)   The Participant's surviving spouse;

     b)   The Participant's estate.


                                       11

<PAGE>

6.4. EFFECT OF PAYMENT. Payment to the Beneficiary shall completely discharge
     the Company's obligations under this Plan.

                          ARTICLE VII - ADMINISTRATION

7.1. COMMITTEE; DUTIES. This Plan shall be administered by the Committee, which
     shall consist of not less than three (3) persons appointed by the Board,
     except in the event of a Change in Control as provided in Section 7.5
     below. The Committee shall have the discretionary authority to make, amend,
     interpret and enforce all appropriate rules and regulations for the
     administration of the Plan and to decide or to resolve any and all
     questions, including interpretations of the Plan, as they may arise in such
     administration. A majority vote of the Committee members shall control any
     decision. Members of the Committee may be Participants under this Plan.

7.2. AGENTS. The Committee may, from time to time, employ agents and delegate to
     them such administrative duties as it sees fit, and may from time to time
     consult with counsel who may be counsel to the Company.

7.3. BINDING EFFECT OF DECISIONS. The decision or action of the Committee with
     respect to any question arising out of or in connection with the
     administration, interpretation and application of the Plan and the rules
     and regulations promulgated hereunder shall be final, conclusive and
     binding upon all persons having any interest in the Plan.

7.4. INDEMNITY OF COMMITTEE. The Company shall indemnify and hold harmless the
     members of the Committee against any and all claims, loss, damage, expense
     or liability arising from any action or failure to act with respect to this
     Plan on account of such member's service on the Committee, except in the
     case of gross negligence or willful misconduct.

7.5. ELECTION OF COMMITTEE AFTER CHANGE IN CONTROL. After a Change in Control,
     vacancies on the Committee shall be filled by majority vote of the
     remaining Committee members and Committee members may be removed only by
     such a vote. If no Committee members remain, a new Committee shall be
     elected by majority vote of the Participants in the Plan immediately
     preceding such Change in control. No amendment shall be made to Article VII
     or other Plan provisions regarding Committee authority with respect to the
     Plan without prior approval by the Committee.

                         ARTICLE VIII - CLAIMS PROCEDURE

8.1  SCOPE OF CLAIMS PROCEDURES. This Article is based on final regulations
     issued by the Department of Labor and published in the Federal Register on
     November 21, 2000 and codified at 29 C.F.R. Section 2560.503-1. If any
     provision of this Article conflicts with the requirements of those
     regulations, the requirements of those regulations will prevail.


                                       12

<PAGE>

8.2  INITIAL CLAIM. A Participant or a Participant's spouse, dependent or
     Beneficiary (hereinafter referred to as a "Claimant") who believes he or
     she is entitled to any Benefit under this Plan may file a claim with the
     Committee. The Committee shall review the claim itself or appoint an
     individual or an entity to review the claim.

     The  Claimant shall be notified within ninety (90) days after the claim is
     filed whether the claim is allowed or denied, unless the Claimant receives
     written notice from the Committee or appointee of the Committee prior to
     the end of the ninety (90) day period stating that special circumstances
     require an extension of the time for decision, such extension not to extend
     beyond the day which is one hundred eighty (180) days after the day the
     claim is filed.

     If the Committee denies a claim, it must provide to the Claimant, in
     writing or by electronic communication:

     (a)  The specific reasons for the denial;

     (b)  A reference to the Plan provision or insurance contract provision upon
          which the denial is based;

     (c)  A description of any additional information or material that the
          Claimant must provide in order to perfect the claim;

     (d)  An explanation of why such additional material or information is
          necessary;

     (e)  Notice that the Claimant has a right to request a review of the claim
          denial and information on the steps to be taken if the Claimant wishes
          to request a review of the claim denial; and

     (f)  A statement of the Claimant's right to bring a civil action under
          ERISA Section 502(a) following a denial on review of the initial
          denial.

8.3  REVIEW PROCEDURES. A request for review of a denied claim must be made in
     writing to the Committee within sixty (60) days after receiving notice of
     denial. The decision upon review will be made within sixty (60) days after
     the Committee's receipt of a request for review, unless special
     circumstances require an extension of time for processing, in which case a
     decision will be rendered not later than one hundred twenty (120) days
     after receipt of a request for review. A notice of such an extension must
     be provided to the Claimant within the initial sixty (60) day period and
     must explain the special circumstances and provide an expected date of
     decision.

     The reviewer shall afford the Claimant an opportunity to review and
     receive, without charge, all relevant documents, information and records
     and to submit issues and comments in writing to the Committee. The reviewer
     shall take into account all comments, documents, records and other
     information submitted by the Claimant relating


                                       13

<PAGE>

     to the claim regardless of whether the information was submitted or
     considered in the initial benefit determination.

     Upon completion of its review of an adverse initial claim determination,
     the Committee will give the Claimant, in writing or by electronic
     notification, a notice containing:

     (a)  its decision;

     (b)  the specific reasons for the decision;

     (c)  the relevant Plan provisions or insurance contract provisions on which
          its decision is based;

     (d)  a statement that the Claimant is entitled to receive, upon request and
          without charge, reasonable access to, and copies of, all documents,
          records and other information in the Plan's files which is relevant to
          the Claimant's claim for benefits;

     (e)  a statement describing the Claimant's right to bring an action for
          judicial review under ERISA Section 502(a); and

     (f)  if an internal rule, guideline, protocol or other similar criterion
          was relied upon in making the adverse determination on review, a
          statement that a copy of the rule, guideline, protocol or other
          similar criterion will be provided without charge to the Claimant upon
          request.

8.4  CALCULATION OF TIME PERIODS. For purposes of the time periods specified in
     this Article, the period of time during which a benefit determination is
     required to be made begins at the time a claim is filed in accordance with
     the Plan procedures without regard to whether all the information necessary
     to make a decision accompanies the claim. If a period of time is extended
     due to a Claimant's failure to submit all information necessary, the period
     for making the determination shall be tolled from the date the notification
     is sent to the Claimant until the date the Claimant responds.

8.5  LEGAL ACTION. If the Plan fails to follow the claims procedures required by
     this Article, a Claimant shall be deemed to have exhausted the
     administrative remedies available under the Plan and shall be entitled to
     pursue any available remedy under ERISA Section 502(a) on the basis that
     the Plan has failed to provide a reasonable claims procedure that would
     yield a decision on the merits of the claim.

     A Claimant's compliance with the foregoing provisions of this Article is a
     mandatory prerequisite to a Claimant's right to commence any legal action
     with respect to any claim for benefits under this Plan.


                                       14

<PAGE>

                 ARTICLE IX - AMENDMENT AND TERMINATION OF PLAN

9.1. AMENDMENT. The Board may, in accordance with Section 409A of the Code,
     amend the Plan by written instrument, notice of which is given to all
     Participants and to Beneficiaries receiving installment payments, provided,
     however, that, except as expressly provided herein, no amendment shall
     reduce the amount accrued in any Account as of the date such notice of the
     amendment is given.

9.2. COMPANY'S RIGHT TO TERMINATE. The Board may, in accordance with Section
     409A of the Code, partially or completely terminate the Plan if, in its
     judgment, the tax, accounting or other effects of the continuance of the
     Plan, or potential payments thereunder would not be in the best interests
     of the Company.

     a)   PARTIAL TERMINATION. The Board may partially terminate the Plan by
          instructing the Committee not to accept any additional Deferral
          Commitments. If such a partial termination occurs, the Plan shall
          continue to operate and be effective with regard to Compensation
          deferrals and Company contributions (if any) prior to the effective
          date of such partial termination, and in such other limited manner as
          shall be determined by the executive officers.

          COMPLETE TERMINATION. The Board may completely terminate the Plan by
          instructing the Committee not to accept any additional Deferral
          Commitments, and by terminating all ongoing Deferral Commitments. In
          the event of complete termination, the Plan shall cease to operate and
          the Company shall distribute each Account to the appropriate
          Participant.

                            ARTICLE X - MISCELLANEOUS

10.1. UNFUNDED PLAN. This plan is an unfunded plan maintained primarily to
     provide deferred compensation benefits for a select group of "management or
     highly-compensated employees" within the meaning of Sections 201, 301, and
     401 of ERISA, and therefore is exempt from the provisions of Parts 2, 3 and
     4 of Title I of ERISA. Accordingly, the Board may terminate the Plan and
     make no further benefit payments or remove certain employees as
     Participants if it is determined by the United States Department of Labor,
     a court of competent jurisdiction, or an opinion of counsel that the Plan
     constitutes an employee pension benefit plan within the meaning of Section
     3 (2) of ERISA (as currently in effect or hereafter amended) which is not
     so exempt.

10.2. COMPANY OBLIGATION; SOLE AGREEMENT. The obligation to make benefit
     payments to any Participant under the Plan shall be an obligation solely of
     the Company with respect to the deferred Compensation receivable from, and
     contributions by, the Company, and shall not be an obligation of another
     company. This Plan is the sole agreement or arrangement of the Company and
     any Participant or Beneficiaries concerning its subject matter, and the
     terms of the Plan will not be affected by any other agreement, arrangement
     or representation between such parties.


                                       15

<PAGE>

10.3. UNSECURED GENERAL CREDITOR. Notwithstanding any other provision of this
     Plan, Participants and Participants' Beneficiaries shall be unsecured
     general creditors of the Company, with no secured or preferential rights to
     any assets of the Company or any other party for payment of benefits under
     this Plan. Any property held by the Company for the purpose of generating
     the cash flow for benefit payments shall remain its general, unpledged and
     unrestricted assets. The Company's obligation under the Plan shall be an
     unfunded and unsecured promise to pay money in the future.

10.4. TRUST FUND. The Company shall be responsible for the payment of all
     benefits provided under the Plan. At its discretion, the Company may
     establish one (1) or more trusts, with such trustees as the Board may
     approve, for the purpose of assisting in the payment of such benefits.
     Although such a trust shall be irrevocable, its assets shall be held for
     payment of all the Company's general creditors in the event of insolvency
     of the Company. To the extent any benefits provided under the Plan are paid
     from any such trust, the Company shall have no further obligation to pay
     them. If not paid from the trust, such benefits shall remain the obligation
     of the Company.

10.5. NONASSIGNABILITY. Neither a Participant nor any other person shall have
     any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
     or otherwise encumber, transfer, hypothecate or convey in advance of actual
     receipt the amounts, if any, payable hereunder, or any part thereof, which
     are, and all rights to which are, expressly declared to be unassignable and
     non-transferable. No part of the amounts payable shall, prior to actual
     payment, be subject to seizure or sequestration for the payment of any
     debts, judgments, alimony or separate maintenance owed by a Participant or
     any other person, nor be transferable by operation of law in the event of a
     Participant's or any other person's bankruptcy or insolvency.

10.6. NOT A CONTRACT OF EMPLOYMENT. This Plan shall not constitute a contract of
     employment between the Company and the Participant. Nothing in this Plan
     shall give a Participant the right to be retained in the service of the
     Company or to interfere with the right of the Company to discipline or
     discharge a Participant at any time.

10.7. PROTECTIVE PROVISIONS. A Participant will cooperate with the Company by
     furnishing any and all information requested by the Company, in order to
     facilitate the payment of benefits hereunder, and by taking such physical
     examinations as the Company may deem necessary and taking such other action
     as may be requested by the Company.

10.8. GOVERNING LAW. The provisions of this Plan shall be construed and
     interpreted according to the laws of the State of Tennessee, except as
     preempted by ERISA.

10.9. VALIDITY. If any provision of this Plan shall be held illegal or invalid
     for any reason, said illegality or invalidity shall not affect the
     remaining parts hereof, but this Plan shall be construed and enforced as if
     such illegal and invalid provision had never been inserted herein.


                                       16

<PAGE>

10.10. NOTICE. Any notice required or permitted under the Plan shall be
     sufficient if in writing and hand delivered or sent by registered or
     certified mail. Such notice shall be deemed given as of the date of
     delivery or, if delivery is made by mail, as of the date shown on the
     postmark on the receipt for registration or certification. Mailed notice to
     the Committee shall be directed to the Company's address. Mailed notice to
     a Participant or Beneficiary shall be directed to the individual's last
     known address in the Company's records.

10.11. SUCCESSORS. The provisions of this Plan shall bind and inure to the
     benefit of the Company and its successors and assigns. The term successors
     as used herein shall include any corporate or other business entity which
     shall, whether by merger, consolidation, purchase or otherwise acquire all
     or substantially all of the business and assets of the Company, and
     successors of any such corporation or other business entity.

                                        SPHERIS OPERATIONS INC.


                                        By:
                                            ------------------------------------
                                        Dated:
                                               ---------------------------------


                                       17

<PAGE>

                                Exhibit A to the
                             SPHERIS OPERATIONS INC.
                       Deferred Compensation Plan Document

                                 VALUATION FUNDS

<TABLE>
<CAPTION>
FUND CLASS               VALUATION FUND
----------               --------------
<S>                      <C>
Money Market             Gartmore GVIT Money Market
Intermediate-Term Bond   PIMCO VIT Real Return
Short-Term Bond          PIMCO VIT Low Duration Bond
Intermediate-Term Bond   Federated Quality Bond
High Yield Bond          Pioneer High Yield VCT
Large Value              AllianceBernstein VPS Growth & Income
Large Blend              Oppenheimer Cap Appreciation
Mid-Cap Value            American Century VP Value
Mid-Cap Blend            Dreyfus GVIT M-Cap Index
Small Blend              Dreyfus IP Small Cap Stock Index
Small Blend              Royce Micro-Cap
Foreign Large Value      Dreyfus VIF International Value
Foreign Large Value      Templeton VIP Foreign Secs
Specialty-Real Estate    Van Kampen UIF US Real Estate
</TABLE>