AMENDED AND RESTATED CONSULTING AGREEMENT
This AMENDED AND RESTATED CONSULTING AGREEMENT (the "Agreement"), dated as of January
1, 2005 (the "Effective Date"), is by and between SPSS Inc., a Delaware corporation ("SPSS"), and Norman H.
Nie Consulting L.L.C., an Illinois Limited Liability Company, (the "Consultant").
W I T N E S S E T H:
WHEREAS, SPSS and Consultant previously entered in a consulting agreement dated June 1, 2003 pursuant to
which the Consultant performed various duties for SPSS (hereinafter "Prior Agreement"); and
WHEREAS, SPSS and Consultant now desire to amend and restate the terms and conditions of the Prior
Agreement by entering into this Agreement, the terms of which shall replace the terms of the Prior Agreement and
govern the relationship between the parties hereto regarding the subject matter set forth herein as of the Effective
NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants and
agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto do hereby agree as follows:
1.1 Consultancy. Subject to the terms and conditions of this Agreement, SPSS agrees to retain Consultant, and
Consultant agrees to provide consulting services as documented in this Agreement.
1.2 Consulting Services. Consultant shall perform the duties and have the responsibilities set forth in Schedule 1.2
attached hereto and incorporated herein by reference. SPSS and Consultant may amend Schedule 1.2 in
accordance with the terms of Section 4.9 hereof.
1.3 Compensation. Consultant shall be paid a fee of $15,000 per month for the consulting services set forth in
Section 1.2 above. Consultant shall be paid on the last day of each calendar month for the just completed month.
If the Agreement is terminated in the middle of the month, Consultant shall be paid a pro-rata portion of the fee
owed to Consultant for