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Exhibit 99.1

Executive Officers of the Registrant

Martin I. Cole, 48, has been our Chief
ExecutiveGovernment Operating Group since September 2004.
From September 2000 to August 2004, he served in leadership
roles in our outsourcing group, including serving as Global
Managing Partner of the Outsourcing & Infrastructure
Delivery group. Prior to these roles, Mr. Cole held
numerous leadership positions in our Government operating group.
Mr. Cole has been with Accenture for 24 years.

Joellin Comerford, 52, has been our Chief
ExecutiveOutsourcing & BPO Businesses since September
2004. She was Chief ExecutiveOutsourcing Operations from
February 2004 to September 2004 and our Group
DirectorSales Development from March 2003 to February
2004. From September 2002 to March 2003, she was managing
partner of Corporate Development in the Americas. From September
2000 through August 2002, Ms. Comerford was Managing
Partner, Ventures & Alliances in our
Communications & High Tech operating group. From
September 1998 through August 2000, Ms. Comerford was the
Global Director of Sales for our Business Process Management
organization. Ms. Comerford has been with Accenture for
27 years.

Anthony G. Coughlan, 47, has been our Principal
Accounting Officer since September 2004 and our Controller since
September 2001. From September 2000 to September 2001,
Mr. Coughlan was co-managing partner of our central finance
group. From September 1997 to September 2000, he was managing
partner of our global services organization finance group.
Mr. Coughlan has been with Accenture for 26 years.

Karl-Heinz Flöther, 52, has been our Chief
ExecutiveFinancial Services Operating Group since December
1999. From June 1998 to February 2000, he was the Country
Managing Partner of our Germany practice. In addition,
Mr. Flöther served as one of our directors from June
2001 to February 2003. Mr. Flöther has been with
Accenture for 25 years.

Mark Foster, 45, has been our Chief
ExecutiveProducts Operating Group since March 2002. From
September 2000 to March 2002 he was managing partner of our
Products operating group in Europe. From August 1999 to
September 2000 Mr. Foster was global managing partner of
our Automotive, Industrial and Travel & Transportation
industry groups. From May 1999 to August 1999 he was the head of
our Pharmaceuticals & Medical Products client group in
Europe. From September 1997 to May 1999 Mr. Foster led our
change management competency in our Pharmaceuticals &
Medical Products industry group. Mr. Foster has been with
Accenture for 20 years.

Robert N. Frerichs, 52, has been our Chief Quality &
Risk Officer since September 2004. From November 2003 to
September 2004, he was chief operating officer of our
Communication & High Tech operating group. From August
2001 to November 2003, he led the market maker team for our
Communications & High Tech operating group. Prior to
these roles, Mr. Frerichs held numerous leadership
positions within our Communications & High Tech
operating group. Mr. Frerichs has been with Accenture for
28 years.

William D. Green, 51, has been a director since June 2001
and our CEO and Chairman of our Executive Leadership Team since
September 2004. From March 2003 to August 2004 he was our Chief
Operating OfficerClient Services, and from August 2000 to
August 2004 he was our Country Managing Director, United States.
He was our Chief ExecutiveCommunications & High
Tech Operating Group from December 1999 to March 2003. From
September 1997 to December 1999, Mr. Green was responsible
for our Resources operating group. Mr. Green has been with
Accenture for 26 years.

Michael G. McGrath, 58, has been our Chief Financial
Officer since July 2004. From November 2001 to July 2004 he was
our Chief Risk Officer. He was our Treasurer from June 2001 to





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Stephen J. Rohleder, 47, has been our Chief Operating
Officer since September 2004. From March 2003 to September 2004,
he was our Chief ExecutiveGovernment Operating Group. From
March 2000 to March 2003, he was managing partner of our
Government operating group in the United States. From March 1997
to March 2000, he was managing partner of our U.S. federal
operating unit. Mr. Rohleder has been with Accenture for
23 years.

Douglas G. Scrivner, 53, has been our General Counsel and
Secretary since January 1996 and our Compliance Officer since
September 2001. Mr. Scrivner has been with Accenture for
24 years.

David C. Thomlinson, 48, has been our Chief
ExecutiveResources Operating Group since June 2003. From
April 2002 to April 2003, he was managing partner of our
Resources operating group in the EMEA region (encompassing
Europe, the Middle East and Africa) and in Latin America. From
April 2001 to April 2002, he was managing partner of the North
America Utilities client group. From 1998 to April 2001,
Mr. Thomlinson was responsible globally for the lines of
business operations within the utilities industry group and
managing partner for the Utilities industry group in the EMEA
region. Mr. Thomlinson has been with Accenture for
18 years.

Diego Visconti, 55, has been our Chief
ExecutiveCommunications & High Tech Operating Group
since March 2003. From 1995 to March 2003, he was responsible
for our Communications & High Tech operating unit in Europe
and Latin America. From 1997 until May 2002, he was also the
Country Managing Partner of our Italy practice. In addition,
Mr. Visconti served as one of our directors from July 2001
to February 2003. Mr. Visconti has been with Accenture for
28 years.





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PART III



ITEM 10.     DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT

For information about our executive officers, please see
Executive Officers of the Registrant on page 27.

Directors

Joe W. Forehand, 56, has been Chairman of the Board since
February 2001. From November 1999 to August 2004, he was our CEO
and served as Chairman of our Management Committee, our
Executive Committee and our Global Leadership Council. From June
1998 to November 1999, Mr. Forehand was responsible for our
Communications & High Tech operating group. Mr. Forehand has
been with Accenture for 32 years. Mr. Forehands
current term as director expires at the annual general meeting
of shareholders in 2005.

William D. Green, 51, has been a director since June 2001
and our CEO and Chairman of our Executive Leadership Team since
September 2004. From March 2003 to August 2004 he was our Chief
Operating OfficerClient Services, and from August 2000 to
August 2004 he was our Country Managing Director, United States.
He was our Chief ExecutiveCommunications & High Tech
Operating Group from December 1999 to March 2003. From September
1997 to December 1999, Mr. Green was responsible for our
Resources operating group. Mr. Green has been with
Accenture for 26 years. Mr. Greens current term as
director expires at the annual general meeting of shareholders
in 2006.

Steven A. Ballmer, 48, has been a director since October
2001. He is chief executive officer and a director of Microsoft
Corp., the worlds leading manufacturer of software for
personal and business computing. Since joining Microsoft in
1980, Mr. Ballmer has headed several Microsoft divisions,
including operations, operating systems development, and sales
and support. He was promoted to president in July 1998 and was
named CEO in January 2000, assuming full management
responsibility for the company. Mr. Ballmers current
term as director expires at the annual general meeting of
shareholders in 2006.

Dina Dublon, 51, has been a director since October 2001.
She is executive vice president and chief financial officer of
J.P. Morgan Chase & Co., a leading global
financial services firm created by the merger of Chase Manhattan
and J.P. Morgan & Co. She will be retiring from her
position as chief financial officer of J.P. Morgan
Chase & Co., effective December 31, 2004. She has
spent most of her professional career with J.P. Morgan
Chase & Co. and its predecessor firms, starting as a
trader. Prior to being named CFO, she held numerous other
positions, including senior vice president and corporate
treasurer, managing director of the Financial Institutions
Division and senior vice president of corporate finance.
Ms. Dublon serves on the Compensation Committee and as
Chairwoman of the Finance Committee of our Board of Directors.
Ms. Dublons current term as director expires at the
annual general meeting of shareholders in 2006.

Joel P. Friedman, 56, has been a director since June 2001
and our PresidentBPO Businesses since September 2004. He
was Group Chief Operating OfficerBusiness Process
Outsourcing from March 2003 to August 2004 and
PartnerCorporate Development from November 2002 to March
2003. From March 2002 to November 2002, Mr. Friedman was
Managing General PartnerAccenture Technology Ventures and
from May 2001 to March 2002 he was Managing General
PartnerAccenture Technology Ventures, Americas. From 1997
to 2000, he was responsible for our global Banking industry
group. Mr. Friedman has been with Accenture for 33 years.





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Dennis F. Hightower, 63, has been a director since
November 2003. During 2000 until his retirement in 2001, he
served as Chief Executive Officer of Europe Online Networks
S.A., a Luxembourg-based Internet services provider. From 1996
until 2000, Mr. Hightower was Professor of Management at
the Harvard Business School. Previously, Mr. Hightower held
executive positions at various companies, including president of
Walt Disney Television and Telecommunications; managing director
of Russell Reynolds Associates; vice president at Mattel, Inc.;
and vice president and general manager at General Electric
Company. He is a director of Dominos Inc., Northwest
Airlines Corporation, The Gillette Company and The TJX Companies
Inc. Mr. Hightower serves on the Compensation Committee and
the Nominating & Governance Committee of our Board of
Directors. Mr. Hightowers current term as director
expires at the annual general meeting of shareholders in 2007.

William L. Kimsey, 62, has been a director since November
2003. Mr. Kimsey was formerly Global Chief Executive
Officer of Ernst & Young Global, a position he held
from 1998 until his retirement from the company in 2002. He is a
director of Western Digital Corporation, Royal Caribbean Cruise
Line Ltd and NAVTEQ Corporation. Mr. Kimsey serves on the
Audit Committee of our Board of Directors.
Mr. Kimseys current term as director expires at the
annual general meeting of shareholders in 2007.

Robert I. Lipp, 66, has been a director since October
2001. He became executive chairman of St. Paul Travelers
Companies Inc. in April 2004 as a result of the merger between
Travelers Property Casualty Corp. and The St. Paul Companies
Inc. From December 2001 to April 2004, Mr. Lipp was
chairman and chief executive officer of Travelers Property
Casualty Corp. Mr. Lipp served as chairman of the board of
Travelers Property Casualty Corp. from 1996 to 2000 and from
January 2001 to October 2001, and was its chief executive
officer and president from 1996 to 1998. During 2000 he was a
vice-chairman and member of the office of the chairman of
Citigroup. He was chairman and chief executive
officerglobal consumer business of Citigroup from 1999 to
2000. Mr. Lipp is chairman of the board of directors of St.
Paul Travelers Companies Inc. and is a director of
JP Morgan Chase & Co. Mr. Lipp serves on the
Nominating & Governance Committee and Finance Committee
of our Board of Directors. Mr. Lipps current term as
director expires at the annual general meeting of shareholders
in 2007.

Blythe J. McGarvie, 47, has been a director since October
2001. She is president of Leadership for International Finance,
LLC, a private advisory firm that focuses on improving
clients financial positions and specializes in addressing
the business challenges of and providing global perspectives to
U.S. and multinational companies, primarily in the consumer
goods and retail industries. From July 1999 to December 2002,
she was executive vice president and chief financial officer of
Bic Group, one of the worlds leading manufacturers of
convenient, disposable products. Prior to joining Bic, she was
senior vice president and CFO of Hannaford Bros. Co., a
supermarket retailer, for five years. She has also held senior
financial positions at Sara Lee Corp. and Kraft General Foods.
She is a member of the board of directors of The Pepsi Bottling
Group, Inc., St. Paul Travelers Companies, Inc. and Lafarge
North America. Ms. McGarvie serves as the Chairwoman of the
Audit Committee of our Board of Directors.
Ms. McGarvies current term as director expires at the
annual general meeting of shareholders in 2005.

Sir Mark Moody-Stuart, 64, has been a director since
October 2001 and our Lead Outside Director since November 2002.
He is chairman of AngloAmerican plc, former chairman of The
Shell Transport and Trading Company and former chairman of the
Committee of Managing Directors of the





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Masakatsu Mori, 57, has been a director since June 2001.
He is chairman of Accenture Japan Ltd. From 1989 to March 2003,
Mr. Mori was the Country Managing Partner of our Japan
practice. Mr. Mori has been with Accenture for 35 years.
Mr. Moris current term as director expires at the
annual general meeting of shareholders in 2005.

Carlos Vidal, 50, has been a director since February
2003, ChairPartner Income Committee since March 2003 and
our Managing PartnerGeographic Strategy & Operations
since September 2004. He was our Managing PartnerFinancial
Services, NEWS Operating Unit (which includes the UK, Ireland,
Italy, Greece, Eastern Europe, Latin America, Spain and
Portugal) from 2000 to September 2004. In addition,
Mr. Vidal has been our Country Managing Director, Spain
since 1998 and Chairman of the Geographic Council for Spain,
Portugal, South Africa, Nigeria and Israel since 2000.
Mr. Vidal serves on the Finance Committee of our Board of
Directors. Mr. Vidal has been with Accenture for 29 years.
Mr. Vidals current term as director expires at the
annual general meeting of shareholders in 2006.

Wulf von Schimmelmann, 57, has been a director since
October 2001. He is chief executive officer of Deutsche Postbank
AG, which is Germanys largest independent retail bank and
ranks among the largest commercial banks in the German market.
He is also a member of the board of directors of Deutsche Post
World Net Group. Mr. von Schimmelmann serves on the Audit
Committee and as Chairman of the Nominating & Governance
Committee of our Board of Directors. Mr. von Schimmelmanns
current term as director expires at the annual general meeting
of shareholders in 2007.

Audit Committee

The Audit Committee, which has been established in accordance
with Section 3(a)(58)(A) of the Securities and Exchange Act
of 1934, as amended, consists of three of our non-employee
directors. Sine November 2003, the committee members have been
Blythe J. McGarvie, who is chairwoman of the committee,
William Kimsey and Wulf von Schimmelmann. The Board has
determined that each of the committee members meets the
independence standards set forth in Accentures Corporate
Governance Guidelines, as well as the current independence and
financial experience requirements of the New York Stock
Exchange. In addition, the Board determined that
Ms. McGarvie was a financial expert within the
meaning of the current rules of the Securities and Exchange
Commission.

Section 16(a) Beneficial Ownership Reporting
Compliance

Under the federal securities laws, our directors, executive
officers and 10% shareholders are required within a prescribed
period of time to report to the Securities and Exchange
Commission transactions and holdings in Accenture Ltd
Class A common shares and Class X common shares. Our
directors and executive officers are also required to report
transactions and holdings in Accenture SCA Class I
common shares. Based solely on a review of the copies of such
forms received by us and on written representations from certain
reporting persons that no annual corrective filings were
required for those persons, we believe that during fiscal 2004
all these filing requirements were timely satisfied.





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##### 



Code of Business Ethics relating to Directors and Executive
Officers

Accentures Code of Business Ethics is available on the
Investor Relations section of our website at
http://invester.accenture.com. Our Code of Business Ethics
applies to all of our employees, including our CEO, Chief
Financial Officer and Principal Accounting Officer, and to our
directors, where appropriate. If our Board of Directors grants
any waivers from our Code of Business Ethics to any of our
directors or executive officers, or if we amend our Code of
Business Ethics, we will disclose these matters through the
Investor Relations section of our website.





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##### 








|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for fiscal years 2004, 2003 and
2002, the compensation for our chief executive officer and for
each of our four most highly compensated executive officers,
other than the chief executive officer, serving as executive
officers at the end of fiscal 2004. These five persons are
referred to, collectively, as the Named Executive
Officers.

|                           |                                                                |                     |      |              |                               |  |            |           |  |                 |        |        |           |     |         |         |     |   |              |     |  |  |   |   |  |  |   |   | 
|-------------------------- | -------------------------------------------------------------- | ------------------- | ---- | ------------ | ----------------------------- |  | ---------- | --------- |  | --------------- | ------ | ------ | --------- | --- | ------- | ------- | --- | - | ------------ | --- |  |  | - | - |  |  | - | - | 
|                           |                                                                |                     |      |             
|                           |                                                                | Annual Compensation |      |              | Long-Term Compensation Awards | 
|                           |                                                                |                     |      |              |                               | 
|                           |                                                                |                     |      | Restricted   |                               |  | Securities |           |  |                
|                           |                                                                |                     |      | Other Annual |                               |  | Share Unit |           |  | Underlying      |        |        | All Other |    
|                           |                                                                |                     |      | Salary       |                               |  | Bonus      |           |  | Compensation(1) |        |        | Award(s)  |     |         | Options |     |   | Compensation |    
|                           |                                                                | Year                |      |              | ($)                           |  |            | ($)       |  |                 | ($)    |        |           | ($) |         |         | (#) |   |              | ($) | 
|                           |                                                                |                     |      |              |                               |  |            |           |  |                 |        |        |           |     |         |         |     |   |              |     | 
|Joe W. Forehand(2)         |                                                                |                     | 2004 |              |                               |  | 1,968,000  |           |  |                 | 94,921 |        |           |     |        |         |     | $ | 6,000,000    | (3) |  |  |  |   |  |  |  |  
|                           | Chief Executive Officer and                                    |                     |      | 2003         |                               |  |            | 2,112,000 |  |                 |        | 94,240 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Chairman of the Board of Directors                             |                     |      | 2002         |                               |  |            | 2,112,000 |  |                 |        | 40,624 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|R. Timothy S. Breene(4)(5) |                                                                |                     | 2004 |              |                               |  | 1,583,681  |           |  |                 | 76,393 |        |           |     | 816,256 |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Strategy Officer                                         |                     |      | 2003         |                               |  |            | 1,538,935 |  |                 |        | 68,694 |           |     |         | 302,562 |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           |                                                                |                     | 2002 |              |                               |  | 1,406,770  |           |  |                 | 27,056 |        |           |     | 834,909 |         |     |   |             |     |  |  |  |   |  |  |  |  
|Stephan A. James(5)        |                                                                |                     | 2004 |              |                               |  | 1,899,339  |           |  |                 | 82,302 |        |           |     |        |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Operating Officer                                       |                     |      | 2003         |                               |  |            | 1,782,000 |  |                 |        | 79,515 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Capabilities and Deputy Chairman of the Board of
    Directors |                     |      | 2002         |                               |  |            | 1,782,000 |  |                 |        | 34,277 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|William D. Green(2)        |                                                                |                     | 2004 |              |                               |  | 1,639,500  |           |  |                 | 79,282 |        |           |     |        |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Operating Officer                                       |                     |      | 2003         |                               |  |            | 1,518,000 |  |                 |        | 67,735 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Client Services                                                |                     |      | 2002         |                               |  |            | 1,518,000 |  |                 |        | 29,199 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|Jackson L. Wilson, Jr.(5)  |                                                                |                     | 2004 |              |                               |  | 1,624,742  |           |  |                 | 76,247 |        |           |     |        |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Executive                                               |                     |      | 2003         |                               |  |            | 1,716,000 |  |                 |        | 81,777 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Business Process Outsourcing                                   |                     |      | 2002         |                               |  |            | 1,848,000 |  |                 |        | 35,546 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Except as otherwise indicated, the aggregate
    amount of perquisites and other personal benefits, securities or
    property received by any Named Executive Officer does not exceed
    $50,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Mr. Forehand served as our Chief Executive
    Officer during fiscal 2004. Mr. Green became our Chief
    Executive Officer effective September 1, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | Consists of a performance-based award of up to
    247,499 restricted share units granted on June 1,
    2004. These restricted share units may vest, in whole or in
    part, at the end of Accentures fiscal year ending
    August 31, 2006. The vesting schedule for the award is
    based on the achievement of certain targets for the period
    starting on September 1, 2003 and ending on August 31,
    2006 (the Performance Period), and vests based on
    two different sets of performance criteria. Up to 50% of the
    award will vest, in whole or in part, based upon
    Accentures total shareholder return, as compared to a
    group of peer companies during the Performance Period. The
    remaining 50% of the award will vest, in whole or in part, based
    upon the achievement of operating income targets by Accenture
    for the Performance Period. At August 31, 2004, the value
    of the award was $6,459,734, based upon the last reported price
    of Accenture Ltd Class A common shares on that date.
    If dividends are declared on Accenture Ltd Class A
    common shares while the restricted share units are outstanding,
    the number of restricted share units to be granted will be
    adjusted to reflect the payment of such dividends.
|(4) | Mr. Breene temporarily relocated from the
    United Kingdom to the United States in 2001 in
    conjunction with his duties as Accentures Chief Strategy
    Officer. In accordance with Accentures standard relocation
    policy, Mr. Breene receives an array of incremental
    payments and reimbursements as compensation for his expenses
    incurred while working on an expatriate basis. These include
    incidental expenses, allowances and payment related to
    incremental taxes due on various items of income as a
    consequence of his residence in the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | Mr. Breene, Mr. James and
    Mr. Wilson were serving as executive officers at the end of
    fiscal 2004 but are no longer executive officers.
    Mr. Breene continues to be a part of our global management
    team. Both Mr. James and Mr. Wilson retired from
    Accenture, effective September 1, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            





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Compensation Committee Interlocks and Insider
Participation

For fiscal 2004, our partners compensation, including the
compensation of our executive officers, was determined based on
the unit level of the individual partner. At the
beginning of fiscal 2004, a partners income committee,
consisting of our chief executive officer and 59 partners
he appointed, reviewed evaluations and recommendations
concerning the performance of partners and determined relative
levels of compensation, or unit allocation. Based on its review,
the committee prepared a partners income plan, which will
be submitted to the partners for their approval. Following
approval, the plan will be submitted to the Board of Directors
of Accenture Ltd as a recommendation with respect to the
unit allocation of the chief executive officer and the other
principal executive officers of Accenture Ltd.

As part of Accentures budgeting process, the Board of
Directors approves budgeted amounts for Accentures results
and cash compensation to the partners, with each partner
receiving his or her compensation based on his or her unit
allocation. Accenture pays a portion of the total budgeted
compensation to partners as a fixed component of compensation
and may pay the remainder of the budgeted amount, or more, as a
bonus based on actual operating results compared to budgeted
amounts.

Since November 2003, the Compensation Committee has been
comprised solely of independent directors: Sir Mark
Moody-Stuart (who continues to serve as chair), Dina Dublon and
Dennis F. Hightower. Prior to Mr. Hightowers
appointment in November 2003, William D. Green served as a
member of the Compensation Committee.

Compensation of Outside Directors

No director who is an Accenture employee receives additional
compensation for serving as a director. Except as noted below,
each director who is not an employee of Accenture Ltd or its
subsidiaries receives: an annual retainer of $50,000, which may
be deferred in whole or in part, through receipt of fully-vested
restricted share units; an initial grant of an option to
purchase 25,000 Class A common shares upon election to
the Board of Directors; and an annual grant of an option to
purchase 10,000 Class A common shares. Each grant of
options vests fully after one year (or sooner upon death,
disability or involuntary termination, or removal from the Board
of Directors) and generally expires after 10 years.
Sir Mark Moody-Stuart has received an additional annual
retainer of $125,000 for his service as Lead Outside Director.
Steven A. Ballmer has elected not to receive any
compensation for his service as a director.

In addition, each member of our Audit Committee receives
additional cash compensation of $5,000 each year for his or
her service on the Audit Committee, except that the chairwoman
of the Audit Committee receives additional cash compensation
each year of $10,000.

Employment Contracts

Each of our Chief Executive Officer and our Named Executive
Officers who are current Accenture employees has entered into an
annual employment agreement which is renewed automatically each
year. The employment agreements, which are standard employment
contracts for Accenture partners, provide that these executive
officers will receive compensation as determined by Accenture.
Pursuant to the employment agreements, each of the executive
officers has also entered into a non-competition agreement
whereby each has agreed that, for a specified period, he or she
will not (1) associate with and engage in competing
services for any competitive enterprise; or (2) solicit or
assist any other entity in soliciting any client or prospective
client for the purposes of providing competing services, perform
competing services for any client or prospective client, or
interfere with





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|         |                                                                   
|-------- | ------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT

Beneficial Ownership of More than Five Percent

As of October 29, 2004, the only persons known by us to be
beneficial owners of more than five percent of Accenture
Ltds Class A common shares or Class X common
shares were as follows:

|                                                                                                                                                        |  |                       |            |  |                       |  |      |                     |  |  |              |  |  |                     |      |   |  |  |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ---------- |  | --------------------- |  | ---- | ------------------- |  |  | ------------ |  |  | ------------------- | ---- | - |  |  | ----- | 
|                                                                                                                                                        |  |                       |            |  |                       | 
|                                                                                                                                                        |  | Accenture Ltd Class A |            |  | Accenture Ltd Class X |  |      |                    
|                                                                                                                                                        |  | common shares         |            |  | common shares         |  |      | Percentage of       | 
|                                                                                                                                                        |  |                       |            |  |                       |  |      | the total number of | 
|                                                                                                                                                        |  | Shares                |            |  | % of Shares           |  |      | Shares              |  |  | % of Shares  |  |  | Class A and Class X |     
|                                                                                                                                                        |  | beneficially          |            |  | beneficially          |  |      | beneficially        |  |  | beneficially |  |  | common shares       |     
|Name and Address of Beneficial Owner                                                                                                                    |  | owned                 |            |  | owned                 |  |      | owned               |  |  | owned        |  |  | beneficially owned  |     
|                                                                                                                                                        |  |                       |            |  |                       |  |      |                     |  |  |              |  |  |                     |     
|Parties to the voting provisions of the
    Voting Agreement
    c/o Accenture Ltd
    Canons Court, 22 Victoria Street
    Hamilton HM12, Bermuda (1) |  |                       | 94,629,429 |  |                       |  | 16.5 | %                   |  |  | 229,085,008  |  |  |                     | 62.7 | % |  |  | 34.5% | 
|Stichting Naritaweg I
    Naritaweg 155
    1043 BW Amsterdam
    The Netherlands                                                                       |  |                       |           |  |                       |  |     |                     |  |  | 21,334,880   |  |  |                     | 5.8  | % |  |  | 2.3%  | 
|Stichting Naritaweg II
    Naritaweg 155
    1043 BW Amsterdam
    The Netherlands                                                                      |  |                       |           |  |                       |  |     |                     |  |  | 24,368,548   |  |  |                     | 6.7  | % |  |  | 2.6%  | 
|Wellington Management Co. LLP
    75 State Street
    Boston, Massachusetts 02109                                                                       |  |                       | 31,524,768 |  |                       |  | 5.5  | %                   |  |  |             |  |  |                     |     |   |  |  | 3.4%  | 



---

|    |                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Each party to the Voting Agreement disclaims
    beneficial ownership of the shares subject to the Voting
    Agreement owned by any other party to the agreement. See
    Certain Transactions and RelationshipsAccenture Ltd
    Voting Agreement.

Two Dutch foundations, Stichting Naritaweg I and Stichting
Naritaweg II, hold Accenture Ltd Class X common shares
that would otherwise have been held by some of our partners.
These foundations shares will be voted in any vote of
Accenture Ltd shareholders in accordance with the preliminary
vote taken by our partners, although the foundations will not
participate in the preliminary vote. See Certain
Transactions and RelationshipsAccenture Ltd Voting
Agreement below for a discussion of the preliminary vote.

As of October 29, 2004, Accenture SCA, the Accenture Share
Employee Compensation Trust and certain wholly-owned
subsidiaries of Accenture SCA and Accenture Ltd directly and
indirectly beneficially owned an aggregate of
21,202,313 Accenture Ltd Class A common shares, or
3.7% of the outstanding Class A common shares. Accenture
SCA, these subsidiaries and the Accenture Share Employee
Compensation Trust expect to exercise their power to vote or
direct the vote of the Class A common shares beneficially
owned by them in a manner that will have no impact on the
outcome of any vote of the shareholders of Accenture Ltd.





---



##### 



Security Ownership of Directors and Executive Officers

The following table sets forth, as of October 29, 2004,
information regarding the beneficial ownership of Accenture Ltd
Class A common shares and Class X common shares and of
Accenture SCA Class I common shares held by: (1) each
of our directors and Named Executive Officers; and (2) all
of our directors, director nominees and executive officers as a
group. To our knowledge, except as otherwise indicated, each of
the persons or entities listed below has sole voting and
investment power with respect to the shares beneficially owned
by him or her. For purposes of the table below, beneficial
ownership is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, pursuant to which a
person or group of persons is deemed to have beneficial
ownership of any shares that such person has the right to
acquire within 60 days after October 29, 2004. For
purposes of computing the percentage of outstanding Accenture
Ltd Class A common shares and/or Class X common shares
and/or Accenture SCA Class I common shares held by each
person or group of persons named below, any shares that such
person or persons has the right to acquire within 60 days
after October 29, 2004 are deemed to be outstanding but are
not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.

|                                                                 |  |                       |           |      |                       |  |   |                       |      |  |                   |  |  |              |    |   |                 |  |           |                     |  |  |     |   |  |  |      |  
|---------------------------------------------------------------- |  | --------------------- | --------- | ---- | --------------------- |  | - | --------------------- | ---- |  | ----------------- |  |  | ------------ | -- | - | --------------- |  | --------- | ------------------- |  |  | --- | - |  |  | ---- | -
|                                                                 |  |                       |           |      |                       |  |   |                      
|                                                                 |  | Accenture SCA Class I |           |      | Accenture Ltd Class A |  |   | Accenture Ltd Class X |      |  |                  
|                                                                 |  | common shares         |           |      | common shares         |  |   | common shares         |      |  |                  
|                                                                 |  |                       |           |      |                       |  |   |                       |      |  | Percentage of the | 
|                                                                 |  |                       |           | % of |                       |  |   |                       | % of |  |                   |  |  | % of         |    |   | total number of | 
|                                                                 |  | shares                |           |      | shares                |  |   | shares                |      |  | shares            |  |  | shares       |    |   | shares          |  |           | Class A and Class X | 
|                                                                 |  | beneficially          |           |      | beneficially          |  |   | beneficially          |      |  | beneficially      |  |  | beneficially |    |   | beneficially    |  |           | common shares       | 
|Name(1)                                                          |  | owned                 |           |      | owned                 |  |   | owned                 |      |  | owned             |  |  | owned        |    |   | owned           |  |           | beneficially owned  | 
|                                                                 |  |                       |           |      |                       |  |   |                       |      |  |                   |  |  |              |    |   |                 |  |           |                     | 
|Joe W. Forehand(2)(3)(4)                                         |  |                       | 956,889   |      |                       |  | * | %                     |      |  | 1,000             |  |  |              | ** | % |                 |  | 956,889   |                     |  |  | *** | % |  |  | **** |  
|William D. Green(2)(3)                                           |  |                       | 832,031   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 832,031   |                     |  |  | *** |   |  |  | **** |  
|Steven A. Ballmer                                                |  |                       |          |      |                       |  |  |                       |      |  |                  |  |  |              |   |   |                 |  |          |                     |  |  |    |   |  |  |     |  
|Dina Dublon(5)                                                   |  |                       |          |      |                       |  |  |                       |      |  | 51,207            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Joel P. Friedman(2)(3)                                           |  |                       | 668,930   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 668,930   |                     |  |  | *** |   |  |  | **** |  
|Dennis F. Hightower(6)                                           |  |                       |          |      |                       |  |  |                       |      |  | 25,000            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|William L. Kimsey(6)                                             |  |                       |          |      |                       |  |  |                       |      |  | 25,000            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Robert I. Lipp(5)                                                |  |                       |          |      |                       |  |  |                       |      |  | 187,260           |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Blythe J. McGarvie(5)                                            |  |                       |          |      |                       |  |  |                       |      |  | 49,603            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Mark Moody-Stuart(5)                                             |  |                       |          |      |                       |  |  |                       |      |  | 59,252            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Masakatsu Mori(2)                                                |  |                       |          |      |                       |  |  |                       |      |  | 563,895           |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Wulf von Schimmelmann(5)                                         |  |                       |          |      |                       |  |  |                       |      |  | 45,000            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Carlos Vidal(3)                                                  |  |                       | 613,080   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  |          |                     |  |  |    |   |  |  |     |  
|R. Timothy S. Breene(2)(3)(7)                                    |  |                       | 618,987   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 618,987   |                     |  |  | *** |   |  |  | **** |  
|Stephan A. James(2)(3)(8)                                        |  |                       | 748,677   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 748,677   |                     |  |  | *** |   |  |  | **** |  
|Jackson L. Wilson, Jr.(2)(3)(9)                                  |  |                       | 771,591   |      |                       |  | * |                       |      |  | 3,232             |  |  |              | ** |   |                 |  | 771,591   |                     |  |  | *** |   |  |  | **** |  
|All directors and executive officers as a group
    (24 persons) |  |                       | 7,638,822 |      |                       |  | * | %                     |      |  | 2,812,940         |  |  |              | ** | % |                 |  | 6,302,557 |                     |  |  | 1.7 | % |  |  | 1.0  | %
|                                                                 |  |                       |           |      |                       |  |   |                       |      |  |                   |  |  |              |    |   |                 |  |           |                     | 



---

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Less than 1% of Accenture SCAs Class I
    common shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|**   | Less than 1% of Accenture Ltds Class A
    common shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|***  | Less than 1% of Accenture Ltds Class X
    common shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|**** | Less than 1% of the total number of Accenture
    Ltds Class A common shares and Class X common
    shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(1)  | Address for all persons listed is c/o Accenture,
    1661 Page Mill Road, Palo Alto, California 94304 USA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2)  | Excludes the common shares subject to the
    Accenture Ltd voting agreement that are owned by other parties
    to the voting agreement. Each of Joe W. Forehand,
    William D. Green, Joel P. Friedman, Masakatsu Mori,
    R. Timothy S. Breene, Stephan A. James and
    Jackson L. Wilson, Jr. is a party to the voting
    agreement. Each of these individuals, however, disclaims
    beneficial ownership of the common shares subject to the voting
    agreement other than those specified above for him individually.
    See Certain Transactions and Relationships Accenture
    Ltd Voting Agreement.                                                                                                                                                                                                                                               
|(3)  | Subject to contractual transfer restrictions,
    Accenture SCA is obligated, at the option of the holder of its
    shares and at any time, to redeem any outstanding Accenture SCA
    Class I common shares held by the holder. The redemption
    price per share generally is equal to the market price of an
    Accenture Ltd Class A common share at the time of the
    redemption. Accenture SCA has the option to pay this redemption
    price with cash or by delivering Accenture Ltd Class A
    common shares on a one-for-one basis. Each time an Accenture SCA
    Class I common share is redeemed from a holder, Accenture
    Ltd has the option, and intends to, redeem an Accenture Ltd
    Class X common share from that holder, for a redemption
    price equal to the par value of the Accenture Ltd Class X
    common share, or $.0000225.





---



##### 



|    |                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Includes 200,000 Accenture SCA Class I
    common shares held by a limited partnership in which
    Mr. Forehand has a beneficial interest that were
    transferred in accordance with our Family and Charitable
    Transfer Program.                                                                                                                                       
|(5) | Includes 45,000 Accenture Ltd Class A common
    shares that could be acquired through the exercise of share
    options within 60 days from October 29, 2004.                                                                                                                                                                                                                
|(6) | Consists of 25,000 Accenture Ltd Class A
    common shares that could be acquired through the exercise of
    share options within 60 days from October 29, 2004.                                                                                                                                                                                                             
|(7) | Includes 264,663 Accenture SCA Class I
    common shares held by three family trusts in which
    Mr. Breene has a beneficial interest that were transferred
    in accordance with our Family and Charitable Transfer Program.
    Mr. Breene was an executive officer of Accenture Ltd at
    August 31, 2004 but no longer serves as an executive
    officer.             
|(8) | Includes 225,000 Accenture SCA Class I
    common shares held by a limited partnership in which
    Mr. James has a beneficial interest that were transferred
    in accordance with our Family and Charitable Transfer Program.
    Mr. James was an executive officer of Accenture Ltd at
    August 31, 2004 but no longer serves as an executive
    officer.             
|(9) | Includes 296,766 Accenture SCA Class I
    common shares held by a grantor retained annuity trust in which
    Mr. Wilson has a beneficial interest that were transferred
    in accordance with our Family and Charitable Transfer Program.
    Mr. Wilson was an executive officer of Accenture Ltd at
    August 31, 2004 but no longer serves as an executive
    officer.

Equity Compensation Plan Information

The following table sets forth, as of August 31, 2004,
certain information related to our compensation plans under
which Accenture Ltd Class A common shares may be issued.

|                                                           |                                   |                                    |            |            |                              |                            |     |                               |  |  |             |             |    
|---------------------------------------------------------- | --------------------------------- | ---------------------------------- | ---------- | ---------- | ---------------------------- | -------------------------- | --- | ----------------------------- |  |  | ----------- | ----------- | ---
|                                                           |                                   |                                    |            |            |                              | Number of shares remaining |    
|                                                           |                                   | Number of shares to be issued upon |            |            | Weighted average exercise    |                            |     | available for future issuance | 
|                                                           |                                   | exercise of outstanding options,   |            |            | price of outstanding         |                            |     | (excluding securities         | 
|Plan Category                                              |                                   | warrants and rights                |            |            | options, warrants and rights |                            |     | reflected in 1st column)      | 
|                                                           |                                   |                                    |            |            |                              |                            |     |                               | 
|Equity compensation plans approved by
    shareholders:    |                                   |                                    |            |            |                              |                            |     |                               |  |  |             |            
|                                                           | 2001 Share Incentive Plan         |                                    |            | 92,217,487 | (1)                          |                            | $   | 10.68                         |  |  |             | 208,410,996 |    
|                                                           | 2001 Employee Share Purchase Plan |                                    |            |           |                              |                            |     | N/A                           |  |  |             | 47,562,798  | (2)
|Equity compensation plans not approved by
    Shareholders |                                   |                                    |           |            |                              |                            | N/A |                               |  |  |            |            
|                                                           |                                   |                                    |            |            |                              |                            |     |                               | 
|Total                                                      |                                   |                                    | 92,217,487 |            |                              |                            |     |                               |  |  | 255,973,794 |            
|                                                           |                                   |                                    |            |            |                              |                            |     |                               | 



---

|    |                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Consists of 63,938,783 options, with a
    weighted average exercise price of $15.40 per share, and
    28,278,704 restricted share units.                                                                                                               
|(2) | Since August 31, 2004, an additional
    3,686,297 Accenture Ltd Class A common shares were
    issued as of November 1, 2004 at the conclusion of the
    offering period under the 2001 Employee Share Purchase Plan that
    commenced on May 2, 2004.





---



##### 








|         |                                       
|-------- | --------------------------------------
|ITEM 13. | CERTAIN TRANSACTIONS AND RELATIONSHIPS

Reorganization and Related Transactions

We completed a series of transactions during fiscal years 2001
and 2002 in order to have Accenture assume a corporate
structure. The principal reorganization transactions and related
transactions are summarized below.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our partners received shares in our global corporate structure
    in lieu of their interests in our local business operations. Our
    partners in Australia, Denmark, France, Italy, Norway, Spain,
    Sweden and the United States received Accenture SCA Class I
    common shares in lieu of their interests in our local operations
    in those countries. Our partners in Canada and New Zealand
    received Accenture Canada Holdings exchangeable shares in lieu
    of their interests in our local operations in those countries.
    Our partners elsewhere received Accenture Ltd Class A common
    shares in lieu of their interests in our local operations in the
    relevant countries. Most of our partners receiving Accenture SCA
    Class I common shares or Accenture Canada Holdings
    exchangeable shares received a corresponding number of Accenture
    Ltd Class X common shares.
|
| |  | In connection with our transition to a corporate structure, each
    partners paid-in capital was returned to that partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | We distributed to our partners earnings undistributed as of the
    date of the consummation of our transition to a corporate
    structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Share Management Plan

We recognize the need to address three important objectives
related to the ownership of Accenture Ltd Class A common
shares: increased public float, broader ownership of the
Accenture Ltd Class A common shares and the orderly entry
of our shares into the market. We also recognize the needs of
our partners to diversify their portfolios and to achieve
additional liquidity over time. To balance these objectives, and
to effectively incent our current and future partners, since the
first half of fiscal 2002 we have implemented a number of
arrangements, which we refer to collectively as our Share
Management Plan, and which currently include the
components described below.

Common Agreements

Following are descriptions of the material terms of the
Accenture Ltd common agreement and the Accenture SCA common
agreement, the forms of which have been filed as exhibits to
this Annual Report on Form 10-K. As of August 31,
2004, more than 2,900 of our partners and former partners,
holding more than 493 million Accenture Ltd Class A
common shares, Accenture SCA Class I common shares and
Accenture Canada Holdings exchangeable shares, including
substantially all of such shares held by our partners and former
partners and previously received by them in connection with our
transition to a corporate structure, have executed one or both
of these common agreements.



| |                               
| | ------------------------------
| | Accenture Ltd Common Agreement

Accenture Ltd and certain of the covered persons under the
voting agreement described below under Accenture Ltd
Voting Agreement have entered into a common agreement,
under which





---



##### 







| |   |                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to participate as a seller in underwritten public offerings,
    share purchases, sales or redemptions or other transactions, in
    each case as approved in writing by Accenture Ltd; and/or                                                                             
|
| |  | to estate and/or tax planning vehicles, family members and
    charitable organizations that agree to become bound by transfer
    restrictions as approved in writing by Accenture Ltd as further
    described below under Family and Charitable Transfer
    Program.

These limitations are not affected by a covered persons
retirement status but do terminate upon the death of the covered
person. Notwithstanding these limitations, a covered person may
(1) exchange Accenture Canada Holdings exchangeable shares
for Accenture Ltd Class A common shares and (2) pledge
his or her covered shares subject to the terms described under
Accenture Ltd Voting AgreementTransfer
Restrictions below.

Partners and former partners party to the voting agreement
continue to be subject to the voting agreement, whether or not
they enter into the Accenture Ltd Common Agreement.



| |                               
| | ------------------------------
| | Accenture SCA Common Agreement

Accenture SCA and certain of the covered persons under the
transfer rights agreement described below under
Accenture SCA Transfer Rights Agreement have
entered into a common agreement under which each such covered
person agrees not to transfer any of his or her covered shares
under the transfer rights agreement until July 24, 2005,
except:



| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to participate as a seller in underwritten public offerings,
    share purchases, sales or redemptions or other transactions, in
    each case as approved in writing by Accenture SCA or Accenture
    Ltd; and/or                                                                         
|
| |  | to estate and/or tax planning vehicles, family members and
    charitable organizations that agree to become bound by transfer
    restrictions as approved in writing by Accenture SCA or
    Accenture Ltd as further described below under
    Family and Charitable Transfer Program.

These limitations are not affected by a covered persons
retirement status but do terminate upon death of the covered
person. Notwithstanding these limitations, (1) a covered
person may require Accenture SCA to redeem his or her
Class I common shares for a redemption price per share
generally equal to the lower of the market price of an Accenture
Ltd Class A common share and $1, and (2) a
covered person may pledge his or her covered shares, in each
case subject to the terms described under Accenture
SCA Transfer Rights Agreement Transfer
Restrictions below.

We expect that any transfers described above will be approved
under Accenture SCAs articles of association.

Partners and former partners party to the transfer rights
agreement continue to be subject to the transfer rights
agreement, whether or not they enter into the Accenture SCA
common agreement.

Public Offerings

We have facilitated, and may facilitate in the future, public
offerings of Accenture Ltd Class A common shares by
Accenture Ltd, our partners, former partners and their permitted
transferees. Unless otherwise indicated in connection with any
such offering, we use the net proceeds from any sales by
Accenture Ltd of its Class A common shares to purchase or
redeem, as the case may be,





---



##### 





Family and Charitable Transfer Program

We have approved, and expect to approve in the future, certain
estate and/or tax planning strategies that allow the value of a
partners shares to be transferred directly or indirectly
through tax planning vehicles which may reduce estate, gift,
wealth or income taxes of either the partner or the recipient of
the shares. We believe that these strategies have been
implemented with minimal involvement or expense by Accenture.
Partners wishing to use these family and charitable transfers
are required to work with identified local tax and legal
advisors to ensure that the transfers comply with
Accentures requirements.

We have imposed conditions on these transfers, such as requiring
that (1) any transferee be bound by transfer restrictions
substantially similar to the terms of the common agreements, the
voting agreement and/or the transfer rights agreement, as
applicable, (2) except as where expressly approved in
transactions where tax and/or estate planning purposes cannot
otherwise be achieved, sole voting power over transferred shares
be retained by partners, and (3) Accenture be indemnified
for any legal or tax liability arising from the use of the
family and charitable transfer. Family and charitable transfers
are only permitted to the extent that such transfers do not
impair the required collateral of shares previously pledged by
partners pursuant to the applicable non-competition agreement.

As of August 31, 2004 more than 20 million Accenture
Ltd Class A common shares, Accenture SCA Class I
common shares and Accenture Canada Holdings exchangeable shares
had been transferred in accordance with this program.

Quarterly Partner Share Transactions

Commencing in calendar year 2002, we have permitted partners and
former partners who are bound by the common agreements, as well
as their permitted transferees who generally have agreed to
restrictions required by Accenture, to sell or redeem shares in
quarterly transactions with us or third parties at or below
market prices. These quarterly transactions have included, among
others, sales of Accenture Ltd Class A common shares in
accordance with the manner of sale provisions of Rule 144 under
the Securities Act, as well as redemptions, purchases and
exchanges by Accenture of Accenture SCA Class I common
shares and Accenture Canada Holdings exchangeable shares from
our partners and former partners holding these shares. These
redemptions, purchases and exchanges have been at ratable levels
with such sales of the Class A common shares by our
partners, former partners and their permitted transferees. To be
eligible for these opportunities, the transfer restrictions
applicable to such shares in the voting agreement or transfer
rights agreement (or other agreements to which permitted
transferees have agreed) must no longer be in effect.

As of August 31, 2004 through these and other transactions,
our partners and former partners and their permitted transferees
have sold approximately 21 million Accenture Ltd Class A
common shares and sold or redeemed approximately 38 million
Accenture SCA Class I common shares and Accenture Canada
Holdings exchangeable shares to Accenture.





---



##### 



Partner Payments

We have required certain of our partners, former partners and
their permitted transferees, any time they sell shares in
Accenture-approved underwritten public offerings, to pay to us
an amount equal to 3% of the gross proceeds from the sale of the
shares, less the amount of any underwriting discount. Similarly,
certain of our partners, former partners and their permitted
transferees participating in any quarterly share transactions
have been required to pay to us an amount equal to 3 1/2%
of the gross proceeds, less any brokerage costs. We have applied
these amounts to cover our expenses in connection with these
transactions and the administration of our Share Management
Plan, with the excess being applied to fund the share employee
compensation trust described below.

Accenture Share Employee Compensation Trust

In order to preserve Accentures partnership culture and
sense of stewardship, we created a share employee compensation
trust (the SECT) through which we acquire Accenture
Ltd Class A common shares to provide shares for select
Accenture employee benefits, such as equity awards to future
partners. In fiscal 2004, the Board of Directors of Accenture
Ltd authorized an additional $150 million for use in
open-market purchases of Accenture Ltd Class A common
shares. At August 31, 2004, the SECT had $31 million
of previously authorized contributions available for share
purchases. In addition, as of August 31, 2004 and in
accordance with the prior direction from the Board of Directors
of Accenture Ltd, $31 million of transaction fees paid by
our partners, former partners and their permitted transferees
participating in our Share Management Plan transactions have
been made available for use toward open-market purchases of
Accenture Ltd Class A common shares. As of August 31,
2004, the SECT and its predecessor had purchased an aggregate of
29 million Accenture Ltd Class A common shares in
open-market purchases.

Accenture Ltd Voting Agreement

Following is a description of the material terms of the voting
agreement, the form of which has been filed as an exhibit to
this Annual Report on Form 10-K.

Persons and Shares Covered

Accenture Ltd and each of our partners who owns Accenture Ltd
Class A common shares or Class X common shares have
entered into a voting agreement. We refer to the parties to the
voting agreement, other than Accenture Ltd, as covered
persons.

The Accenture Ltd shares covered by the voting agreement
generally include (1) any Accenture Ltd Class X common
shares that are held by a partner, (2) any Accenture Ltd
Class A common shares beneficially owned by a partner at
the time in question and also as of or prior to the initial
public offering of the Accenture Ltd Class A common shares
in July 2001 and (3) any Accenture Ltd Class A common
shares if they are received from us while a partner or in
connection with becoming a partner or otherwise acquired if the
acquisition is required by us. We refer to the shares covered by
the voting agreement as covered shares. Accenture
Ltd Class A common shares purchased by a covered person in
the open market or, subject to certain limitations, in an
underwritten public offering, generally are not subject to the
voting agreement. When a covered person ceases to be an employee
of Accenture, the covered shares held by that covered person
will no longer be subject to the voting provisions of the voting
agreement described below under Voting.

Each partner elected after the initial public offering of the
Accenture Ltd Class A common shares in July 2001 agrees in
the voting agreement to own at least 5,000 Accenture Ltd
Class A





---



##### 





Transfer Restrictions

By entering into the voting agreement, each covered person has
agreed, among other things, to:



| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | except as described below, maintain beneficial ownership of his
    or her covered shares received on or prior to July 24, 2001
    for a period of eight years thereafter;                       
|
| |  | maintain beneficial ownership of at least 25% of his or her
    covered shares received on or prior to July 24, 2001 as
    long as he or she is an employee of Accenture; and                    
|
| |  | comply with certain additional transfer restrictions imposed by
    or with the consent of Accenture from time to time, including in
    connection with offerings of securities by Accenture Ltd.

Notwithstanding the transfer restrictions described in this
summary, covered persons who continue to be employees of
Accenture are permitted to transfer a percentage of the covered
shares received by them on or prior to July 24, 2001 and
owned by them commencing on July 24, 2002 as follows:

|                                |      |  |                           |                                                                        
|------------------------------- | ---- |  | ------------------------- | -----------------------------------------------------------------------
|Cumulative percentage of shares |      |  |                          
|permitted to be transferred     |      |  | Years after July 24, 2001
|                                |      |  |                          
|                                | 10%  |  |                           | 1 year                                                                 
|                                | 25%  |  |                           | 2 years                                                                
|                                | 35%  |  |                           | 3 years                                                                
|                                | 45%  |  |                           | 4 years                                                                
|                                | 55%  |  |                           | 5 years                                                                
|                                | 65%  |  |                           | 6 years                                                                
|                                | 75%  |  |                           | 7 years                                                                
|                                | 100% |  |                           | The later of (a) 8 years and
    (b) end
    of employment by Accenture

Partners retiring from Accenture at the age of 50 or above are
permitted to transfer covered shares they own on an accelerated
basis as follows:

|                  |             |                            |                             |  |       | 
|----------------- | ----------- | -------------------------- | --------------------------- |  | ----- | 
|                  |             | Percentage of remaining    |                            
|                  |             | transfer restricted shares |                            
|Age at retirement |             |                            | permitted to be transferred | 
|                  |             |                            |                             | 
|                  | 56 or older |                            |                             |  | 100%  | 
|                  | 55          |                            |                             |  | 87.5% | 
|                  | 54          |                            |                             |  | 75%   | 
|                  | 53          |                            |                             |  | 62.5% | 
|                  | 52          |                            |                             |  | 50%   | 
|                  | 51          |                            |                             |  | 37.5% | 
|                  | 50          |                            |                             |  | 25%   | 

In addition, beginning on July 24, 2002, a retired partner
who reaches the age of 56 is permitted to transfer any covered
shares he or she owns. Any remaining shares owned by a retiring
partner for which transfer restrictions are not released on an
accelerated basis will be eligible to be transferred as if the
retiring partner continued to be employed by Accenture.





---



##### 



Partners who became disabled before our transition to a
corporate structure are permitted to transfer all of their
covered shares commencing on July 24, 2002. Partners who
become disabled following our transition to a corporate
structure will be subject to the general transfer restrictions
applicable to our employees or, if disabled after the age of 50,
will benefit from the accelerated lapses of transfer
restrictions applicable to retired partners.

All transfer restrictions applicable to a covered person under
the voting agreement terminate upon death.

If Accenture approves in writing a covered persons pledge
of his covered shares to a lender, foreclosures by the lender on
those shares, and any subsequent sales of those shares by the
lender, are not restricted, provided that the lender must give
Accenture a right of first refusal to buy any shares at the
market price before they are sold by the lender.

Notwithstanding the transfer restrictions described in this
summary, Accenture Ltd Class X common shares may not be
transferred at any time, except upon the death of a holder of
Class X common shares or with the consent of Accenture Ltd.

Accenture Canada Holdings exchangeable shares held by covered
persons are also subject to the transfer restrictions in the
voting agreement.

We expect that the above-described transfer restrictions will be
waived to permit sales in underwritten public offerings, share
purchases, redemptions or other transactions approved by
Accenture and to permit family and charitable transfers approved
by Accenture by those partners that have agreed to the transfer
restrictions described above in the common agreements on any
other transfers of their equity interests until July 24,
2005. See Share Management Plan for a
discussion of the terms of these restrictions on transfer. For a
description of how the transfer restrictions described in the
voting agreement may be waived, see Waivers and
Adjustments below.



| |                   
| | ------------------
| | Other Restrictions

The voting agreement also prevents covered persons who are
employees of Accenture from engaging in the following activities
with any person who is not a covered person who is an employee
of Accenture or a director, officer or employee of Accenture:



| |   |                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | participating in a proxy solicitation with respect to shares of
    Accenture;                                                                              
|
| |  | depositing any covered shares in a voting trust or subjecting
    any of these shares to any voting agreement or arrangement;                               
|
| |  | forming, joining or in any way participating in a
    group that agrees to vote or dispose of shares of
    Accenture in a particular manner;             
|
| |  | except as provided in the partner matters agreement, proposing
    certain transactions with Accenture;                                                     
|
| |  | seeking the removal of any member of the Board of Directors of
    Accenture Ltd or any change in the composition of Accenture
    Ltds Board of Directors;
|
| |  | making any offer or proposal to acquire any securities or assets
    of Accenture; or                                                                       
|
| |  | participating in a call for any special meeting of the
    shareholders of Accenture Ltd.                                                                   





---



##### 





| |       
| | ------
| | Voting

Under the voting agreement, prior to any vote of the
shareholders of Accenture Ltd, a separate, preliminary vote of
the covered shares owned by covered persons who are employees of
Accenture and not otherwise excluded by action or decision of
the partner matter representatives described under
Accenture Ltd Voting Agreement Administration and
Resolution of Disputes below will be taken on each matter
upon which a vote of the shareholders is proposed to be taken.
Subsequently, all of these covered shares will be voted in the
vote of the shareholders of Accenture Ltd in accordance with the
majority of the votes cast in the preliminary vote.

Notwithstanding the foregoing, in elections of directors, all
covered shares owned by covered persons who are our employees
will be voted in favor of the election of those persons
receiving the highest numbers of votes cast in the preliminary
vote. In the case of a vote for an amendment to Accenture
Ltds constituent documents, or with respect to an
amalgamation, liquidation, dissolution, sale of all or
substantially all of its property and assets or any similar
transaction with respect to Accenture Ltd, all covered shares
owned by covered persons who are our employees will be voted
against the proposal unless at least 66 2/3% of the votes
in the preliminary vote are cast in favor of that proposal, in
which case all of these covered shares will be voted in favor of
the proposal.

So long as the covered shares owned by covered persons that are
our employees represent a majority of the outstanding voting
power of Accenture Ltd, partners from any one country will not
have more than 50% of the voting power in any preliminary vote
under the voting agreement.

Term and Amendment

The voting agreement will continue in effect until the earlier
of April 18, 2051 and the time it is terminated by the vote
of 66 2/3% of the votes represented by the covered shares
owned by covered persons who are our employees. The transfer
restrictions will not terminate upon the expiration or
termination of the voting agreement unless they have been
previously waived or terminated under the terms of the voting
agreement. The voting agreement may generally be amended at any
time by the affirmative vote of 66 2/3% of the votes
represented by the covered shares owned by covered persons who
are our employees. Amendment of the transfer restrictions also
requires the consent of Accenture Ltd.

Waivers and Adjustments

The transfer restrictions and the other provisions of the voting
agreement may be waived at any time by the partners
representatives to permit covered persons to:



| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | participate as sellers in underwritten public offerings of
    common shares and tender and exchange offers and share purchase
    programs by Accenture;
|
| |  | transfer covered shares in family or charitable transfers;                                                                                               
|
| |  | transfer covered shares held in employee benefit plans; and                                                                                              
|
| |  | transfer covered shares in particular situations (for example,
    to immediate family members and trusts).                                              

Subject to the foregoing, from time to time, pursuant to the
terms of the voting agreement, the partners representatives may
also approve limited relief from the existing share transfer
restrictions for specified partners or groups of partners in
connection with particular retirement, employment and severance
arrangements that we determine to be important to the execution
of our business strategy. The provisions of the voting agreement
may generally be waived by the affirmative vote of 66 2/3%
of





---



##### 





Administration and Resolution of Disputes

The terms and provisions of the voting agreement are
administered by the partners representatives, which consist of
persons who are both partners of Accenture and members of
Accenture Ltds Board of Directors and who agree to serve
in such capacity. The partners representatives have the sole
power to enforce the provisions of the voting agreement. Persons
not party to the voting agreement are not beneficiaries of the
provisions of the voting agreement.

Accenture SCA Transfer Rights Agreement

Following is a description of the material terms of the transfer
rights agreement, the form of which has been filed as an exhibit
to this Annual Report on Form 10-K.

Persons and Shares Covered

Accenture SCA and each of our partners who owns shares of
Accenture SCA have entered into a transfer rights agreement. We
refer to parties to the transfer rights agreement, other than
Accenture SCA, as covered persons.

The Accenture SCA shares covered by the transfer rights
agreement generally include all Class I common shares of
Accenture SCA owned by a covered person. We refer to the shares
covered by the transfer rights agreement as covered
shares.

Transfer Restrictions

The articles of association of Accenture SCA provide that shares
of Accenture SCA (other than those held by Accenture Ltd) may be
transferred only with the consent of the Accenture SCA
supervisory board or its delegate, the Accenture SCA partners
committee. In addition, by entering into the transfer rights
agreement, each party (other than Accenture Ltd) agrees, among
other things, to:



| |   |                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | except as described below, maintain beneficial ownership of his
    or her covered shares received on or prior to July 24, 2001
    for a period of eight years thereafter;   
|
| |  | maintain beneficial ownership of at least 25% of his or her
    covered shares received on or prior to July 24, 2001 as
    long as he or she is an employee of Accenture; and
|
| |  | comply with certain other transfer restrictions when requested
    to do so by Accenture.                                                                                     

Notwithstanding the transfer restrictions described in this
summary, covered persons who continue to be employees of
Accenture will be permitted to transfer a percentage of the
covered





---



##### 





|                         |      |  |                           |                                                                        
|------------------------ | ---- |  | ------------------------- | -----------------------------------------------------------------------
|Cumulative percentage of |      |  |                          
|shares permitted to      |      |  |                          
|be transferred           |      |  | Years after July 24, 2001
|                         |      |  |                          
|                         | 10%  |  |                           | 1 year                                                                 
|                         | 25%  |  |                           | 2 years                                                                
|                         | 35%  |  |                           | 3 years                                                                
|                         | 45%  |  |                           | 4 years                                                                
|                         | 55%  |  |                           | 5 years                                                                
|                         | 65%  |  |                           | 6 years                                                                
|                         | 75%  |  |                           | 7 years                                                                
|                         | 100% |  |                           | The later of (a) 8 years and (b) end
    of
    employment by Accenture

Partners retiring from Accenture at the age of 50 or above will
be permitted to transfer covered shares they own on an
accelerated basis commencing on July 24, 2002 as follows:

|                  |             |                            |                             |  |       | 
|----------------- | ----------- | -------------------------- | --------------------------- |  | ----- | 
|                  |             | Percentage of remaining    |                            
|                  |             | transfer restricted shares |                            
|Age at retirement |             |                            | permitted to be transferred | 
|                  |             |                            |                             | 
|                  | 56 or older |                            |                             |  | 100%  | 
|                  | 55          |                            |                             |  | 87.5% | 
|                  | 54          |                            |                             |  | 75%   | 
|                  | 53          |                            |                             |  | 62.5% | 
|                  | 52          |                            |                             |  | 50%   | 
|                  | 51          |                            |                             |  | 37.5% | 
|                  | 50          |                            |                             |  | 25%   | 

In addition, beginning on July 24, 2002, a retired partner
who reaches the age of 56 is permitted to transfer any covered
shares he or she owns. Any remaining shares owned by a retiring
partner for which transfer restrictions are not released on an
accelerated basis will be eligible to be transferred as if the
retiring partner continued to be employed by Accenture.

Partners who became disabled before our transition to a
corporate structure are permitted to transfer all of their
covered shares commencing on July 24, 2002. Partners who
become disabled following our transition to a corporate
structure will be subject to the general transfer restrictions
applicable to our employees or, if disabled after the age of 50,
will benefit from the accelerated lapses of transfer
restrictions applicable to retired partners.

In addition, at any time after May 31, 2004, covered
persons holding Accenture SCA Class I common shares may,
without restriction, require Accenture SCA to redeem any
Accenture SCA Class I common share held by such holder for
a redemption price per share generally equal to the lower of the
market price of an Accenture Ltd Class A common share and
$1. Accenture SCA may, at its option, pay this redemption price
in cash or by delivering Accenture Ltd Class A common
shares.

All transfer restrictions applicable to a covered person under
the transfer rights agreement terminate upon death.

If Accenture approves in writing a covered persons pledge
of his or her covered shares to a lender, foreclosures by the
lender on those shares and any subsequent sales of those shares
by the lender are not restricted, provided that the lender must
give Accenture a right of first refusal to buy any shares at the
market price before they are sold by the lender.





---



##### 



We expect that the above-described transfer restrictions will be
waived to permit sales in underwritten public offerings, share
purchases or redemptions or transfers in other transactions
approved by Accenture and to permit transfers to estate and/or
tax planning vehicles approved by Accenture by those partners
that have agreed to restrictions on any other transfers of their
equity interests until July 24, 2005. See Share
Management Plan for a discussion of the terms of this
restriction on transfer. For a description of the waiver
provisions relating to these transfer restrictions, see
Waivers and Adjustments below.

Term and Amendment

The transfer rights agreement will continue in effect until the
earlier of April 18, 2051 and the time it is terminated by
the vote of 66 2/3% of the votes represented by the covered
shares owned by covered persons who are our employees. The
transfer restrictions will not terminate upon the expiration or
termination of the transfer rights agreement unless they have
been previously waived or terminated under the terms of the
transfer rights agreement. The transfer rights agreement may
generally be amended at any time by the affirmative vote of
66 2/3% of the votes represented by the covered shares
owned by covered persons who are our employees. Amendment of the
transfer restrictions also requires the consent of Accenture
SCA. The SCA Partners Committee reviews the transfer rights
agreement on an ongoing basis and, at least once every four
years, considers whether to propose amendments to, or the
termination of, the agreement.



| |                        
| | -----------------------
| | Waivers and Adjustments

The transfer restrictions and the other provisions of the
transfer rights agreement may be waived at any time by the
Accenture SCA partners committee to permit covered persons to:



| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | participate as sellers in underwritten public offerings of
    common shares and tender and exchange offers and share purchase
    programs by Accenture;
|
| |  | transfer covered shares to charities, including charitable
    foundations;                                                                              
|
| |  | transfer covered shares held in employee benefit plans; and                                                                                              
|
| |  | transfer covered shares in particular situations (for example,
    to immediate family members and trusts).                                              

Subject to the foregoing, from time to time, pursuant to the
terms of the transfer rights agreement, the Accenture SCA
partners committee may also approve limited relief from the
existing share transfer restrictions for specified partners or
groups of partners in connection with particular retirement,
employment and severance arrangements that we determine to be
important to the execution of our business strategy. The
provisions of the transfer rights agreement may generally be
waived by the affirmative vote of 66 2/3% of the votes
represented by the covered shares owned by covered persons who
are employees of Accenture. A general waiver of the transfer
restrictions also requires the consent of Accenture SCA.



| |                                          
| | -----------------------------------------
| | Administration and Resolution of Disputes

The terms and provisions of the transfer rights agreement are
administered by the Accenture SCA partners committee, which
consists of persons who are both partners of Accenture and
members of the supervisory board of Accenture SCA and who agree
to serve in such capacity. The Accenture SCA partners committee
has the sole power to enforce the provisions of the transfer
rights agreement. Persons not party to the transfer rights
agreement are not beneficiaries of the provisions of the
transfer rights agreement.





---



##### 



Partner Matters Agreement

Following is a description of the material terms of the partner
matters agreement, the form of which has been filed as an
exhibit to this Annual Report on Form 10-K.



| |                                    
| | -----------------------------------
| | General; Persons and Shares Covered

Accenture Ltd and, with limited exceptions, each of our partners
have entered into a partner matters agreement, and each other
person who becomes a partner will be required to enter into the
partner matters agreement. The purpose of the partner matters
agreement is to establish procedures for continued involvement
of our partners in certain Accenture governance issues. Partners
will vote in partner matters votes held in accordance with the
partner matters agreement based on, generally, (1) all
Accenture Ltd common shares, restricted share units and options
to acquire Accenture Ltd common shares held by a partner if they
were received from us as a partner or in connection with
becoming a partner and (2) all Accenture Ltd common shares
otherwise acquired by a partner if the acquisition is required
by us. Accenture Ltd common shares, restricted share units and
options to acquire Accenture Ltd common shares acquired as our
employee, prior to becoming a partner, will not be relevant to a
partners vote in a partner matters vote. Accenture Ltd
common shares purchased by partners in the open market will also
not be relevant to a partners vote in a partner matters
vote, unless such purchase was required by us.

The partner matters agreement provides, among other things,
mechanisms for our partners to:



| |   |                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | have selected since our initial public offering, five partner
    nominees for membership on the Board of Directors of Accenture
    Ltd, as well as their replacements, should any of these
    partner-nominated directors fail to complete their specified
    terms of office;                                       
|
| |  | make a non-binding recommendation to the Board of Directors of
    Accenture Ltd through a committee of partners regarding the
    selection of a chief executive officer of Accenture Ltd in the
    event a new chief executive officer is appointed within the
    first four years after our initial public offering;
|
| |  | vote on new partner admissions;                                                                                                                                                                                                                                                                                          
|
| |  | approve the partners income plan as described below; and                                                                                                                                                                                                                                                                
|
| |  | hold non-binding votes with respect to any decision to eliminate
    or materially change the current practice of allocating partner
    compensation on a relative, or unit, basis.                                                                                                                                   

Under the terms of the partner matters agreement, a
partners income committee, consisting of the chief
executive officer and partners he or she appoints, reviews
evaluations and recommendations concerning the performance of
partners and determines relative levels of income participation,
or unit allocation. Based on its review, the committee will
prepare a partners income plan, which then must be
submitted to the partners in a partner matters vote. If the plan
is approved by a 66 2/3% partner matters vote, it is:
(1) binding with respect to the income participation or
unit allocation of all partners other than the principal
executive officers of Accenture Ltd (including the chief
executive officer), subject to the impact on overall unit
allocation of determinations by the Board of Directors of
Accenture Ltd or the Compensation Committee of the Board of
Directors of Accenture Ltd of the unit allocation for the
executive officers, unless otherwise determined by the Board of
Directors; and (2) submitted to the Compensation Committee
of the Board of Directors of Accenture Ltd as a recommendation
with respect to the income participation or unit allocation of
the chief executive officer and the other principal executive
officers of Accenture Ltd.





---



##### 



Partners continue to vote on the admission of new partners. New
partners will be approved by a 66 2/3% partner matters vote.



| |                                            
| | -------------------------------------------
| | Term and Amendment; Waivers and Adjustments

The partner matters agreement will continue in effect until it
is terminated by a 66 2/3% partner matters vote.

Any partner who ceases to be a partner of Accenture will no
longer be a party to the partner matters agreement. The partner
matters agreement may generally be amended or waived at any time
by a 66 2/3% partner matters vote.



| |                                          
| | -----------------------------------------
| | Administration and Resolution of Disputes

The terms and provisions of the partner matters agreement are
administered by the partner matters representatives, which
consist of persons who are both partners of Accenture and
members of Accenture Ltds Board of Directors and who agree
to serve in such capacity. The partner matters representatives
have the sole power to enforce the provisions of the partner
matters agreement. No persons not a party to the partner matters
agreement are beneficiaries of the provisions of the partner
matters agreement.

Non-Competition Agreement

Following is a description of the material terms of the
non-competition agreements, the forms of which have been filed
as exhibits to this Annual Report on Form 10-K.



| |                
| | ---------------
| | Persons Covered

Each of our partners as of the date of the consummation of our
transition to a corporate structure has entered into a
non-competition agreement.



| |                      
| | ---------------------
| | Restricted Activities

Each partner party to a non-competition agreement has agreed
that, for a restricted period ending on the later of
five years following the date of the initial public offering of
the Accenture Ltd Class A common shares in July 2001 or
18 months following the termination of that partners
employment with us or our affiliates, he or she will not
(1) associate with and engage in competing services for any
competitive enterprise or (2) solicit or assist any other
entity in soliciting any client or prospective client for the
purposes of providing consulting services, perform competing
services for any client or prospective client, or interfere with
or damage any relationship between us and a client or
prospective client.

In addition, each partner has agreed that for the restricted
period he or she will not solicit or employ any Accenture
employee or any former employee who ceased working for us within
an eighteen-month period before or after the date on which the
partners employment with us or our affiliates terminated.



| |            
| | -----------
| | Enforcement

Each partner has agreed that if the partner were to breach any
provisions of the non-competition agreement, we would be
entitled to equitable relief restraining that partner from
committing any violation of the non-competition agreement. In
addition, each partner has agreed that if the partner were to
breach any provisions of the non-competition agreement, he or
she will pay to us a





---



##### 





Because the laws concerning the enforcement of non-competition
agreements vary, we may not be able to strictly enforce these
terms in all jurisdictions.



| |                       
| | ----------------------
| | Waiver and Termination

We may waive non-competition agreements or any portion thereof
with the consent of, and in the discretion of, the chief
executive officer of Accenture Ltd. The non-competition
agreements will terminate upon a change in control of Accenture
Ltd.

Partner Liquidity Arrangements

Accenture, the partners representatives under the voting
agreement and the Accenture SCA partners committee under the
transfer rights agreement have approved the pledge of covered
shares to Salomon Smith Barney, Inc. (SSB) to secure
personal loans to all Accenture partners and former partners
(not including any of our directors or executive officers) in
amounts agreed by SSB and its borrowers. As a condition to
obtaining the right to make these personal loans, SSB has agreed
to take all covered shares pledged subject to the transfer
restrictions imposed on pledging partners or former partners
pursuant to the common agreements, voting agreement and/or
transfer rights agreement. Consequently, foreclosures by SSB on
those pledged shares and any subsequent sales of those shares by
SSB are restricted to the same extent they would be in the hands
of the pledging partner or former partner.

Partner Tax Costs

We have informed our partners that if a partner reports for tax
purposes the transactions involved in connection with our
transition to a corporate structure, we will provide a legal
defense to that partner if his or her reporting position is
challenged by the relevant tax authority. In the event such a
defense is unsuccessful, and the partner is then subject to
extraordinary financial disadvantage, we will review such
circumstances for any individual partner and find an appropriate
way to avoid severe financial damage to that individual partner.

Transactions with Directors

Berthold von Schimmelmann is employed by Accenture at an
annual salary of approximately $63,000.
Mr. von Schimmelmann is the son of Wulf
von Schimmelmann, one of our outside directors.