EXCHANGE SHARE TRUST AGREEMENT



Exhibit 10.12

EXCHANGE TRUST AGREEMENT


BETWEEN


ACCENTURE LTD


AND


ACCENTURE CANADA HOLDINGS INC.


AND


CIBC MELLON TRUST COMPANY


MADE AS OF


May 23, 2001


 






       EXCHANGE TRUST AGREEMENT

                      THIS EXCHANGE TRUST AGREEMENT is entered into as of May 23, 2001, by and
between ACCENTURE LTD, an exempted company registered under the laws of Bermuda (“ParentCo”), and ACCENTURE CANADA HOLDINGS INC., a corporation incorporated under the laws of Ontario (the “Corporation”), and CIBC MELLON TRUST
COMPANY, a Canadian trust company (“Trustee”).


                     WHEREAS pursuant to a reorganization of the capital structure of the
Corporation (the “Reorganization”) the Corporation created a new class of preferred shares (the “Exchangeable Shares”) having the rights, privileges, restrictions and conditions attached hereto as Schedule “A”
(collectively, the “Exchangeable Share Provisions”);


                     WHEREAS the parties desire to make appropriate provision and to establish a
procedure whereby holders of Exchangeable Shares may exchange their Exchangeable Shares for Class A Shares by and through the Trustee and whereby the rights to require ParentCo or, at the option of ParentCo, ParentCo Sub (as hereinafter defined) to
purchase Exchangeable Shares from the holders thereof (other than ParentCo and its Subsidiaries) shall be exercisable by such holders of Exchangeable Shares by and through the Trustee, who will hold the covenant of ParentCo to purchase the
Exchangeable Shares for the benefit of such holders;


                     WHEREAS, these recitals and any statements of fact in this agreement are
made by ParentCo and the Corporation and not by the Trustee;


                     NOW, THEREFORE, in consideration of the respective covenants and agreements
provided in this agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:


ARTICLE 1 - DEFINITIONS AND INTERPRETATION


1.1             Definitions.


                    In this agreement, the following terms shall have the following
meanings:


“Authorized Investment” means short term interest bearing or discount debt obligations issued or guaranteed by the Government of Canada or a province or a Canadian Chartered Bank (which may
include an affiliate of the Trustee) provided that each such obligation is rated at least R1 (middle) by DBRS Inc. or an equivalent rating by Canadian Bond Rating Services;


“Automatic Exchange Rights” means the obligation of ParentCo to effect the automatic exchange of Class A Shares for Exchangeable Shares pursuant to Section 3.11 hereof;


“Board of Directors” means the Board of Directors of the Corporation;


“Business Day” has the meaning provided in the Exchangeable Share Provisions;




“Class A Share” has the meaning provided in the Exchangeable Share Provisions; 


“Exchange Put Right” has the meaning provided in the Exchangeable Share Provisions;


“Exchange Right” has the meaning provided in Section 3.1(b) hereof;


“Exchangeable Share Consideration” has the meaning provided in the Exchangeable Share Provisions;


“Exchangeable Share Price” has the meaning provided in the Exchangeable Share Provisions;


“Exchangeable Share Provisions” has the meaning provided in the recitals hereto;


“Exchangeable Shares” has the meaning provided in the recitals hereto;


“Holders” means the registered holders from time to time of Exchangeable Shares, other than ParentCo and its Subsidiaries;


“Insolvency Event” means the institution by the Corporation of any proceeding to be adjudicated a bankrupt or insolvent or to be dissolved or wound-up, or the consent of the Corporation to
the institution of bankruptcy, insolvency, dissolution or winding-up proceedings against it, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without
limitation the Companies Creditors' Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by the Corporation to contest in good faith any such proceedings commenced in respect of the Corporation
within 15 days of becoming aware thereof, or the consent by the Corporation to the filing of any such petition or to the appointment of a receiver, or the making by the Corporation of a general assignment for the benefit of creditors, or the
admission in writing by the Corporation of its inability to pay its debts generally as they become due, or the Corporation's not being permitted, pursuant to liquidity or solvency requirements of applicable law, to redeem any Retracted Shares
pursuant to Section 6.6 of the Exchangeable Share Provisions;


“Liquidation Call Right” has the meaning provided in the Exchangeable Share Provisions;


“Liquidation Event” has the meaning provided in subsection 3.12(b) hereof;


“Liquidation Event Effective Time” has the meaning provided in subsection 3.12(c) hereof;


“Officer's Certificate” means, with respect to ParentCo or the Corporation, as the case may be, a certificate signed by any one of the Chairman of the Board, the Vice-Chairman of the Board
(if there be one), the President, Managing Partner or any Vice-President or other similarly senior officer of ParentCo or the Corporation, as the case may be;


“ParentCo Sub” means any Subsidiary of ParentCo incorporated under the Business Corporations Act (Ontario) for the purpose of delivering Class A Shares as provided in this
agreement, the Exchangeable Share Provisions or the Support Agreement;




“Successor” has the meaning provided in Section 8.1 hereof;


“Person” includes an individual, body corporate, partnership, company, unincorporated syndicate or organization, trust, trustee, executor, administrator and other legal
representative;


“Redemption Call Right” has the meaning provided in the Exchangeable Share Provisions;


“Reorganization” has the meaning provided in the recitals hereto;


“Retracted Shares” has the meaning provided in Section 3.7 hereof;


“Retraction Call Right” has the meaning provided in the Exchangeable Share Provisions;


“Subsidiary” has the meaning provided in the Exchangeable Share Provisions;


“Support Agreement” means that certain support agreement made as of the date hereof by and between ParentCo and the Corporation;


“Trust” means the trust created by this agreement;


“Trust Estate” means the Exchange Right, the Automatic Exchange Rights and any money or other property which may be held by the Trustee from time to time pursuant to this agreement;


“Trustee” means CIBC Mellon Trust Company and, subject to the provisions of Article 7 hereof, includes any successor trustee or permitted assigns; and


“US$” means the lawful currency of the United States of America.


1.2             Integration Not Affected by Headings, Etc.


                    The division of this agreement into articles, sections and paragraphs and the
insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement.


1.3             Number, Gender, Etc.


                    Words importing the singular number only shall include the plural and vice versa.
Words importing the use of any gender shall include all genders.


1.4             Date for Any Action.


                    If any date on which any action is required to be taken under this agreement is
not a Business Day, such action shall be required to be taken on the next succeeding Business Day.




1.5              Exhibits and Schedules.


                     The following are the Exhibits and Schedules annexed hereto and
incorporated by reference in this agreement:


                      Schedule A - Exchangeable Share Provisions; and


                     Schedule B - Support Agreement. 


ARTICLE 2 - PURPOSE OF AGREEMENT


                    The purpose of this agreement is to create the Trust for the benefit of the Holders, as
herein provided. The Trustee will hold the Exchange Right, the Exchange Put Right and the Automatic Exchange Rights in order to enable the Trustee to exercise such rights, in each case as trustee for
and on behalf of the Holders as provided in this agreement.

ARTICLE 3 - EXCHANGE RIGHT AND AUTOMATIC EXCHANGE


3.1             Grant and Ownership of the Exchange Right.


                     ParentCo hereby grants to the Trustee as trustee for and on behalf of, and
for the use and benefit of, the Holders:


	 	(a)	the Exchange Put Right,
	 	 	 
	 	(b)	the right (the “Exchange Right”), upon the occurrence and during the continuance of an Insolvency Event, to require ParentCo to purchase or to cause ParentCo Sub to purchase
from each or any Holder all or any part of the Exchangeable Shares held by the Holders, and
	 	 	 
	 	(c)	
the Automatic Exchange Rights,




all in accordance with the provisions of this agreement and the Exchangeable Share Provisions, as the case may be. ParentCo hereby acknowledges receipt from the Trustee as trustee for and on behalf of the
Holders of good and valuable consideration (and the sufficiency and adequacy thereof) for the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights by ParentCo to the Trustee. During the term of the Trust and subject
to the terms and conditions of this agreement, the Trustee shall possess and be vested with full legal ownership of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise and enforce for the
benefit of the Holders all of the rights and powers of an owner with respect to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, provided that the Trustee shall:





	 	(d)	hold the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights and the legal title thereto as trustee solely for the use and benefit of the Holders in accordance
with the provisions of this agreement; and
	 	 	 
	 	(e)	except as specifically authorized by this agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Put Right, the Exchange Right or the Automatic
Exchange Rights, and the Trustee shall not exercise any such rights for any purpose other than the purposes for which this Trust is created pursuant to this agreement.


 3.2              Legended Share
Certificates.


                     The Corporation will cause each certificate representing Exchangeable
Shares to bear an appropriate legend notifying the Holders of:


	 	(a)	their right to instruct the Trustee with respect to the exercise of the Exchange Put Right and the Exchange Right in respect of the Exchangeable Shares held by a Holder;
and
	 	 	 
	 	(b)	
the Automatic Exchange Rights.




 3.3              General Exercise of
Exchange Put Right and Exchange.


                     The Exchange Put Right and the Exchange Right shall be and remain vested in
and exercised by the Trustee. Subject to Section 4.15 hereof, the Trustee shall exercise the Exchange Put Right and the Exchange Right only on the basis of instructions received pursuant to this Article 3 from Holders entitled to instruct the
Trustee as to the exercise thereof. To the extent that no instructions are received from a Holder with respect to the Exchange Put Right and the Exchange Right, the Trustee shall not exercise or permit the exercise of the Exchange Put Right and the
Exchange Right.


3.4              Purchase Price.


                     The purchase price payable by ParentCo or ParentCo Sub for each
Exchangeable Share to be purchased by ParentCo or ParentCo Sub (a) under the Exchange Put Right shall be the amount determined under the Exchangeable Share Provisions, and (b) under the Exchange Right shall be an amount equal to the Exchangeable
Share Price on the last Business Day prior to the day of closing of the purchase and sale of such Exchangeable Share under the Exchange Right. In connection with each exercise of the Exchange Right, ParentCo will provide to the Trustee an Officer's
Certificate setting forth the calculation of the applicable Exchangeable Share Price for each Exchangeable Share. The applicable Exchangeable Share Price for each such Exchangeable Share so purchased may be satisfied only by ParentCo or ParentCo
Subsidiary delivering or causing to be delivered to the Trustee, on behalf of the relevant Holder, the applicable Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. 




3.5              Exercise Instructions.


                     Subject to the terms and conditions herein set forth, a Holder shall be
entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of
the Corporation. To cause the exercise of the Exchange Right by the Trustee, the Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal transfer office in Toronto, Ontario or at such other places in
Canada as the Trustee may from time to time designate by written notice to the Holders, the certificates representing the Exchangeable Shares which such Holder desires ParentCo to purchase, duly endorsed in blank, and accompanied by such other
documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Ontario) and the by-laws of the Corporation and such additional documents and instruments as the Trustee may
reasonably require, together with:


	 	(a)	a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating:
	 	 	 
	 	 	(i)	
that the Holder thereby instructs the Trustee to exercise the Exchange Right so as to require ParentCo to purchase from the Holder the number of Exchangeable Shares specified therein,


	 	 	 	 
	 	 	(ii)	that such Holder has good title to and owns all such Exchangeable Share to be acquired by ParentCo free and clear of all liens, claims, encumbrances, security interests and adverse claims or
interests,
	 	 	 	 
	 	 	(iii)	
the names in which the Class A Shares issuable in connection with the exercise of the Exchange Right are to be issued, and


	 	 	 	 
	 	 	(iv)	
the names and addresses of the persons to whom the Exchangeable Share Consideration should be delivered; and


	 	 	 	 
	 	(b)	
payment (or evidence satisfactory to the Trustee, the Corporation and ParentCo of payment) of the taxes (if any) payable as contemplated by Section 3.8 of this agreement.


	 	 	 
	 	 	 
	 	 	 


                     If only a part of the Exchangeable Shares represented by any certificate or
certificates delivered to the Trustee are to be purchased by ParentCo or ParentCo Sub under the Exchange Right, the Corporation shall issue a new certificate for the balance of such Exchangeable Shares to the Holder at the expense of the
Corporation.


3.6              Delivery of Exchangeable Share Consideration; Effect of
Exercise.


                     Promptly after receipt of the certificates representing the Exchangeable
Shares which the Holder desires ParentCo to purchase under the Exchange Put Right or the Exchange Right 




(together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Put Right or the Exchange Right), duly endorsed for transfer to ParentCo, the Trustee
shall notify ParentCo and the Corporation of its receipt of the same, which notice to ParentCo and the Corporation shall constitute exercise of the Exchange Put Right or the Exchange Right by the Trustee on behalf of the Holder of such Exchangeable
Shares, and ParentCo shall immediately thereafter deliver or cause ParentCo Sub to deliver to the Trustee, for delivery to the Holder of such Exchangeable Shares (or to such other persons, if any, properly designated by such Holder), the
Exchangeable Share Consideration deliverable in connection with the exercise of the Exchange Put Right or the Exchange Right; provided, however, that no such delivery shall be made unless and until the Holder requesting the same shall have paid (or
provided evidence satisfactory to the Trustee, the Corporation and ParentCo of the payment of) the taxes (if any) payable as contemplated by Section 3.8 of this agreement. Immediately upon the giving of notice by the Trustee to ParentCo and the
Corporation of the exercise of the Exchange Put Right or the Exchange Right, as provided in this Section 3.6, the closing of the transaction of purchase and sale contemplated by the Exchange Put Right or the Exchange Right shall be deemed to have
occurred, and the Holder of such Exchangeable Shares shall be deemed to have transferred to ParentCo (or at ParentCo's option, to ParentCo Sub) all of its right, title and interest in and to such Exchangeable Shares and the related interest in the
Trust Estate, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive his proportionate part of the total purchase price therefor,
unless such Exchangeable Share Consideration is not delivered by ParentCo or ParentCo Sub to the Trustee, for delivery to such Holder (or to such other persons, if any, properly designated by such Holder), within five Business Days of the date of
the giving of such notice by the Trustee, in which case the rights of the Holder shall remain unaffected until such Exchangeable Share Consideration is delivered by ParentCo or ParentCo Sub and any cheque included therein is paid. Concurrently with
such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be registered as the holder of the Class A Shares delivered to it pursuant to the Exchange Put Right or the Exchange Right. 


3.7             Exercise of Exchange Right Subsequent to Retraction.


                   In the event that a Holder has exercised its right under Article 6 of the Exchangeable Share
Provisions to require the Corporation to redeem any or all of the Exchangeable Shares held by the Holder (the “Retracted Shares”) and is notified by the Corporation pursuant to Section 6.6 of the Exchangeable Share Provisions that the
Corporation will not be permitted as a result of liquidity or solvency requirements of applicable law to redeem all such Retracted Shares, subject to receipt by the Trustee of written notice to that effect from the Corporation and provided that
ParentCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Holder has not revoked the retraction request delivered by the Holder to the Corporation pursuant to Section 6.1 of the Exchangeable Share
Provisions, the retraction request will constitute and will be deemed to constitute notice from the Holder to the Trustee instructing the Trustee to exercise the Exchange Right with respect to those Retracted Shares which the Corporation is unable
to redeem. In any such event, the Corporation hereby agrees with the Trustee and in favour of the Holder immediately to notify the Trustee of such prohibition against 




the Corporation's redeeming all of the Retracted Shares and immediately to forward or cause to be forwarded to the Trustee all relevant materials delivered by the Holder to the Corporation (including without
limitation a copy of the retraction request delivered pursuant to Section 6.1 of the Exchangeable Share Provisions) in connection with such proposed redemption of the Retracted Shares, and the Trustee will thereupon exercise the Exchange Right with
respect to the Retracted Shares which the Corporation is not permitted to redeem and will require ParentCo or ParentCo Sub to purchase such shares in accordance with the provisions of this Article 3.


	3.8	Stamp or Other Transfer Taxes.




		Upon any sale of Exchangeable Shares to ParentCo pursuant to the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, the Class A Shares to be 
	issued anddelivered or transferred in connection with the payment of the total purchase price therefor shall be registered in the name of the Holder of the Exchangeable Shares so sold or in such
names as such Holder may otherwise direct in writing without charge to the holder of the Exchangeable Shares so sold, provided, however, that such Holder:



 

	 	(a)	
shall pay (and none of ParentCo, ParentCo Sub, the Corporation or the Trustee shall be required to pay) any documentary, stamp, transfer or other similar taxes that may be payable in respect of any transfer
involved in the issuance or delivery of such shares to a person other than such Holder; or


	 	 	 
	 	(b)	shall have established to the satisfaction of the Trustee, ParentCo and the Corporation that such taxes, if any, have been paid.
	 	 	 


The Corporation and the Trustee (as directed in writing by the Corporation) shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any Holder such amounts as
the Corporation or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or
foreign tax law, in each case as amended or succeeded unless such Holder provides to the Corporation certificates or such other assurances as are provided for under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986
or such other applicable taxation provisions. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Holder in respect of which such deduction and withholding was made, provided
that such withheld amounts are actually remitted to the appropriate taxing authority as and when required. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Holder exceeds the cash portion, if
any, of the consideration otherwise payable to the Holder, the Corporation and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Corporation or the
Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and the Corporation or the Trustee shall notify the Holder and remit to such Holder any unapplied balance of the net proceeds of such sale. 






	3.9 	Notice of Insolvency Event.




	 	Immediately upon the occurrence of an Insolvency Event or any event which with the giving of notice or the passage of time or both would be an Insolvency
	Event, the Corporation shall give written notice thereof to the Trustee and ParentCo. As soon as practicable after receiving notice from the Corporation of the occurrence of an Insolvency Event,
the Trustee will mail to each Holder, at the expense of ParentCo, a notice of such Insolvency Event in the form provided by ParentCo, which notice shall contain a brief statement of the right of the Holders with respect to the Exchange
Right.




	3.10 	Reservation of Class A Shares.




	 	ParentCo hereby represents, warrants and covenants with the Trustee for the benefit of the Holders that it has irrevocably reserved for issuance, and will at 
	all times keep available, free from pre-emptive and other rights, within its authorized and unissued share capital such number of Class A Shares:




	 	(a)	as is equal to the number of Exchangeable Shares issued and outstanding from time to time; and
	 	 	 
	 	(b)	
as are now and may hereafter be required to enable and permit the Corporation to meet its obligations hereunder, under the Support Agreement and under the Exchangeable Share Provisions. 






	3.11 	Automatic Exchange on Liquidation of ParentCo.




	 	(a)	
ParentCo will give the Trustee written notice of each of the following events at the time set forth below:


	 	 	 
	 	 	(i)	
in the event of any determination by the board of directors of the ParentCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to ParentCo or to effect any other
distribution of assets of ParentCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and


	 	 	 	 
	 	 	(ii)	
immediately, upon the earlier of


	 	 	 	 
	 	 	 	A.	receipt by ParentCo of notice of; and
	 	 	 	 	 
	 	 	 	B.	
ParentCo's otherwise becoming aware of; 


	 	 	 	 	 
	 	 	 	
any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of 







	 	 	 	
 ParentCo or to effect any other distribution of assets of ParentCo among its shareholders for the purpose of winding up its affairs.






	 	(b)	
Immediately following receipt by the Trustee from ParentCo of notice of any event (a “Liquidation Event”) contemplated by Section 3.11(a) above, the Trustee will give notice thereof to the Holders.
Such notice will be provided by ParentCo to the Trustee and shall include a brief description of the automatic exchange of Exchangeable Shares for Class A Shares provided for in Section 3.11(c) below.


	 	 	 	 
	 	(c)	In order that the Holders will be able to participate on a pro rata basis with the holders of Class A Shares in the distribution of assets of ParentCo in connection with a Liquidation Event,
immediately prior to the effective time (the “Liquidation Event Effective Time”) of a Liquidation Event, all of the then outstanding Exchangeable Shares shall be automatically exchanged for Class A Shares. To effect such automatic
exchange, ParentCo shall be deemed to have purchased each Exchangeable Share held by Holders outstanding immediately prior to the Liquidation Event Effective Time, and each Holder shall be deemed to have sold the Exchangeable Shares held by it at
such time, for a purchase price per share equal to the Exchangeable Share Price applicable at such time. In connection with such automatic exchange, ParentCo will provide to the Trustee an Officer's Certificate setting forth the calculation of the
purchase price for each Exchangeable Share.
	 	 	 
	 	(d)	
The closing of the transaction of purchase and sale contemplated by Section 3.11(c) above shall be deemed to have occurred immediately prior to the Liquidation Event Effective Time, and each Holder of
Exchangeable Shares shall have transferred to ParentCo all of the Holder's right, title and interest in and to such Exchangeable Shares and, upon such transfer, each such Holder shall cease to be a holder of such Exchangeable Shares, and ParentCo
shall deliver to the Holder the Exchangeable Share Consideration deliverable upon such exchange of Exchangeable Shares. Concurrently with such Holder's ceasing to be a holder of Exchangeable Shares, the Holder shall be registered as the holder of
the Class A Shares to be issued to it pursuant to such exchange of Exchangeable Shares for Class A Shares, and the certificates held by the Holder previously representing the Exchangeable Shares exchanged by the Holder with ParentCo pursuant to such
exchange shall thereafter represent the right to receive the Class A Shares registered in the name of the Holder by ParentCo pursuant to such exchange. Upon the request of a Holder and the surrender by the Holder of Exchangeable Share certificates
duly endorsed in blank and accompanied by such instruments of transfer as ParentCo may reasonably require, ParentCo shall deliver or cause to be delivered to the Holder certificates representing the Class A Shares of which the Holder is the holder.










	3.12	Certain Restrictions




	                    For greater certainty, the rights and obligations of each of the Holders and
ParentCo set forth herein are subject to their respective rights and obligations, and any restrictions on the transfer, registration,qualification or approval of Class A Shares set forth in the Exchangeable Share Provisions, any Transfer
Restrictions (as defined in the Exchangeable Share Provisions) and any other agreements or restrictions agreed to by, or binding upon, the Holders or ParentCo, as the case may be.


ARTICLE 4 - CONCERNING THE TRUSTEE


	4.1	Powers and Duties of the Trustee.




	 	The rights, powers and authorities of the Trustee under this agreement, in its capacity as trustee of the Trust, shall 
	include:




	 	(a)	
receiving the grant of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights from ParentCo as trustee for and on behalf of the Holders in accordance with the provisions of this
agreement;


	 	 	 
	 	(b)	
exercising the Exchange Put Right and the Exchange Right and enforcing the benefit of the Automatic Exchange Rights, in each case in accordance with the provisions of this agreement, and in connection
therewith receiving from Holders certificates representing Exchangeable Shares and other requisite documents, and distributing to such Holders the Class A Shares and cheques, if any, to which such Holders are entitled upon the exercise of the
Exchange Put Right and the Exchange Right or pursuant to the Automatic Exchange Rights, as the case may be;


	 	 	 
	 	(c)	
holding title to the Trust Estate;


	 	 	 
	 	(d)	
investing any moneys forming, from time to time, a part of the Trust Estate as provided in this agreement;


	 	 	 
	 	(e)	
taking action at the direction of a Holder or Holders to enforce the obligations of ParentCo under this agreement; and


	 	 	 
	 	(f)	taking such other actions and doing such other things as are specifically provided in this agreement.


                     In the exercise of such rights, powers and authorities the Trustee shall
have (and is granted) such incidental and additional rights, powers and authority not in conflict with any of the provisions of this agreement as the Trustee, acting in good faith and in the reasonable exercise of its discretion, may deem necessary,
appropriate or desirable to effect the purpose of the Trust. Any exercise of such discretionary rights, powers and authorities by the Trustee shall 




be final, conclusive and binding upon all persons. For greater certainty, the Trustee shall have only those duties as are set out specifically in this agreement. The Trustee in exercising its rights, powers,
duties and authorities hereunder shall act honestly and in good faith with a view to the best interests of the Holders and the terms of this agreement and shall exercise the care, diligence and skill that a reasonably prudent trustee would exercise
in comparable circumstances. The Trustee shall not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless and until it shall be specifically required to do so under the terms
hereof; nor shall the Trustee be required to take any notice of, or to do or to take any act, action or proceeding as a result of, any default or breach of any provision hereunder, unless and until notified in writing of such default or breach,
which notices shall distinctly specify the default or breach desired to be brought to the attention of the Trustee and in the absence of such notice the Trustee may for all purposes of this agreement conclusively assume that no default or breach has
been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained herein.


4.2                No Conflict of Interest. 


                     The Trustee represents to the Corporation and ParentCo that at the date of
execution and delivery of this agreement there exists no material conflict of interest in the role of the Trustee as a fiduciary hereunder and the role of the Trustee in any other capacity. The Trustee shall, within 90 days after it becomes aware
that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Article 7 hereof. If, notwithstanding the foregoing provisions of this Section 4.2, the
Trustee has such a material conflict of interest, the validity and enforceability of this agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the
foregoing provisions of this Section 4.2, any interested party may apply to the superior court of the province in which the Corporation has its registered office for an order that the Trustee be replaced as trustee hereunder.


4.3                Dealings with Transfer Agents, Registrars, Etc.


                     The Corporation and ParentCo irrevocably authorize the Trustee, from time
to time, to:


	 	(a)	
consult, communicate and otherwise deal with the respective registrars and transfer agents, and with any such subsequent registrar or transfer agent, of the Class A Shares; and


	 	 	 
	 	(b)	
requisition, from time to time,


	 	 	 	 
	 	 	(i)	
from the Corporation or any such registrar or transfer agent of the Exchangeable Shares any information readily available from the records maintained by it and any certificates representing the Exchangeable
Shares which the Trustee may reasonably require for the discharge of its duties and responsibilities under this agreement; and


	 	 	 	 
	 	 	 	 





	 	 	(ii)	
from the transfer agent of Class A Shares, and any subsequent transfer agent of such shares, to complete the exercise from time to time of the Exchange Put Right, the Exchange Right and the Automatic Exchange
Rights in the manner specified in Article 3 hereof, the share certificates issuable upon such exercise, if any.




 

                     The Corporation and ParentCo irrevocably authorize their respective
registrars and transfer agents to comply with all such requests. ParentCo covenants that if the Class A Shares are to be represented by share certificates, it will supply its transfer agent with duly executed share certificates for the purpose of
completing the exercise from time to time of the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights, in each case pursuant to Article 3 hereof.


4.4               Books
and Records. 


                     The Trustee shall keep available for inspection by ParentCo and the
Corporation, at the Trustee's principal transfer office in Toronto, Ontario, correct and complete books and records of account relating to the Trustee's actions under this agreement, including without limitation all information relating to mailings
and instructions to and from Holders and all transactions pursuant to the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights for the term of this agreement. 


4.5                Income Tax Returns and Reports. 


                     The Corporation shall, to the extent necessary, prepare and file on behalf
of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which
the Class A Shares are traded and, in connection therewith, may obtain the advice and assistance of such experts as the Trustee may consider necessary or advisable. If requested by the Trustee, ParentCo shall retain such experts for purposes of
providing such advice and assistance.


4.6                Indemnification Prior to Certain Actions by Trustee. 


                     The Trustee shall exercise any or all of the rights, duties, powers or
authorities vested in it by this agreement at the written request, order or direction of any Holder upon such Holder's furnishing to the Trustee reasonable funding, security and indemnity against the costs, expenses and liabilities which may be
incurred by the Trustee therein or thereby; provided that no Holder shall be obligated to furnish to the Trustee any such funding, security or indemnity in connection with the exercise by the Trustee of any of its rights, duties, powers and
authorities with respect to the Exchange Put Right and the Exchange Right as specifically provided for in Article 3 hereof, subject to Section 4.15 hereof, and with respect to the Automatic Exchange Rights pursuant to Article 3 hereof. None of the
provisions contained in this agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the exercise of any of its 




rights, powers, duties or authorities unless funded, given funds, security and indemnified as aforesaid.


4.7                Actions by Holders. 


                     No Holder shall have the right to institute any action, suit or proceeding
or to exercise any other remedy authorized by this agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Holder has requested the Trustee to take or institute such action, suit or
proceeding and furnished the Trustee with the funding, security and indemnity referred to in Section 4.6 hereof and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be
entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the
rights hereby created by any such action, or to enforce any right hereunder or under the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, except subject to the conditions and in the manner herein provided, and that all powers
and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Holders.


4.8                Reliance Upon Declarations. 


                     The Trustee shall not be considered to be in contravention of any of its
rights, powers, duties and authorities hereunder if, when required, it acts and relies in good faith upon lists, mailing labels, notices, statutory declarations, certificates, opinions, reports or other papers or documents furnished pursuant to the
provisions hereof or required by the Trustee to be furnished to it in the exercise of its rights, powers, duties and authorities hereunder, and such lists, mailing labels, notices, statutory declarations, certificates, opinions, reports or other
papers or documents comply with the provisions of Section 4.9 hereof, if applicable, and with any other applicable provisions of this agreement.


4.9                Evidence and Authority to Trustee. 


                     The Corporation and/or ParentCo shall furnish to the Trustee evidence of
compliance with the conditions provided for in this agreement relating to any action or step required or permitted to be taken by the Corporation and/or ParentCo or the Trustee under this agreement or as a result of any obligation imposed under this
agreement, including, without limitation, in respect of the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Trustee at the request of or on the application of the
Corporation and/or ParentCo forthwith if and when:


	 	(a)	
such evidence is required by any other section of this agreement to be furnished to the Trustee in accordance with the terms of this Section 4.9; or


	 	 	 
	 	 	 





	 	(b)	
the Trustee, in the exercise of its rights, powers, duties and authorities under this agreement, gives the Corporation and/or ParentCo written notice requiring it to furnish such evidence in relation to any
particular action or obligation specified in such notice.




                     Such evidence shall consist of an Officer's Certificate of the Corporation
and/or ParentCo or a statutory declaration or a certificate made by persons entitled to sign an Officer's Certificate stating that any such condition has been complied with in accordance with the terms of this agreement.


                     Whenever such evidence relates to a matter other than the Exchange Put
Right, the Exchange Right or the Automatic Exchange Rights, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, auditor, accountant, appraiser, valuer, engineer or other expert or
any other person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Corporation and/or ParentCo it shall be in the form of an Officer's
Certificate or a statutory declaration.


                     Each statutory declaration, certificate, opinion or report furnished to the
Trustee as evidence of compliance with a condition provided for in this agreement shall include a statement by the person giving the evidence:


	 	(c)	
declaring that he has read and understands the provisions of this agreement relating to the condition in question;


	 	 	 
	 	(d)	
describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and


	 	 	 
	 	(e)	
declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.






	4.10	Experts, Advisers and Agents.




	 	The Trustee may:




	 	(a)	
in relation to these presents act and rely, and shall be protected in acting and relying, on the opinion or advice of or information obtained from or prepared by any solicitor, auditor, accountant, appraiser,
valuer, engineer or other expert, whether retained by the Trustee or by the Corporation and/or ParentCo or otherwise, and may employ such assistants as may be necessary to the proper determination and discharge of its powers and duties and
determination of its rights hereunder and may pay proper and reasonable compensation for all such legal and other advice or assistance as aforesaid; and


	 	 	 
	 	 	 



 

	 	 	 
	 	(b)	
retain and employ such agents and other assistants as it may reasonably require for the proper determination and discharge of its powers and duties hereunder, and may pay reasonable remuneration for all
services performed for it (and shall be entitled to receive reasonable remuneration for all services performed by it) in the discharge of the trusts hereof and compensation for all disbursements, costs and expenses made or incurred by it in the
determination and discharge of its duties hereunder and in the management of the Trust.






	4.11	Investment of Moneys Held by Trustee.




	 	Unless otherwise provided in this agreement, any moneys held by or on behalf of the Trustee which under the terms 


	of this agreement may or ought to be invested or which may be on deposit with the Trustee or which may be in the hands of the Trustee, may be invested and reinvested in the name or under the
control of the Trustee in securities in which, under the laws of the Province of Ontario, trustees are authorized to invest trust moneys; provided that such securities are stated to mature within two years after their purchase by the Trustee, and
the Trustee shall so invest such moneys on the timely written direction of the Corporation. Pending the investment of any moneys as hereinbefore provided, such moneys may be deposited in the name of the Trustee in any chartered bank in Canada or,
with the consent of the Corporation, in the deposit department of the Trustee or any other loan or trust company authorized to accept deposits under the laws of Canada or any province thereof at the rate of interest then current on similar
deposits.




	4.12	Trustee Not Required to Give Security. 




	 	The Trustee shall not be required to give any bond or security in respect of the execution of the trusts, rights, duties, 


	powers and authorities of this agreement or otherwise in respect of the premises.




	4.13	Trustee Not Bound to Act on Request.




	 	 Except as in this agreement otherwise specifically provided, the Trustee shall not be bound to act in accordance with 


	 any direction or request of the Corporation and/or ParentCo or of the directors thereof until a duly authenticated copy of the instrument or resolution containing such direction or request shall
have been delivered to the Trustee, and the Trustee shall be empowered to act and rely upon any such copy purporting to be authenticated and believed by the Trustee to be genuine.




	4.14	Authority to Carry on Business.




	 	The Trustee represents to the Corporation and ParentCo that at the date of execution and delivery by it of this 


	agreement it is authorized to carry on the business of a trust company in the Province of Ontario but if, notwithstanding the provisions of this Section 4.14, it ceases to be so authorized to
carry on business, the validity and enforceability of this agreement and the Exchange Put Right, the Exchange Right and the Automatic Exchange Rights shall not be 


                      




affected in any manner whatsoever by reason only of such event; provided, however, the Trustee shall, within 90 days after ceasing to be authorized to carry on the business of a trust company in the Province
of Ontario, either become so authorized or resign in the manner and with the effect specified in Article 7 hereof.


4.15               Conflicting Claims. 


                     If conflicting claims or demands are made or asserted with respect to any
interest of any Holder in any Exchangeable Shares, including any disagreement between the heirs, representatives, successors or assigns succeeding to all or any part of the interest of any Holder in any Exchangeable Shares resulting in conflicting
claims or demands being made in connection with such interest, then the Trustee shall be entitled, at its sole discretion, to refuse to recognize or to comply with any such claim or demand. In so refusing, the Trustee may elect not to exercise any
Exchange Put Right, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands and, in so doing, the Trustee shall not be or become liable to any person on account of such election or its failure or refusal to comply
with any such conflicting claims or demands. The Trustee shall be entitled to continue to refrain from acting and to refuse to act until:


	 	(a)	
the rights of all adverse claimants with respect to the Exchange Put Right, Exchange Right or Automatic change Rights subject to such conflicting claims or demands have been adjudicated by a final judgment of
a court of competent jurisdiction; or


	 	 	 
	 	(b)	
the differences with respect to the Exchange Put Right, Exchange Right or Automatic Exchange Rights subject to such conflicting claims or demands have been conclusively settled by a valid written agreement
binding on all such adverse claimants, and the Trustee shall have been furnished with an executed copy of such agreement.




                      If the Trustee elects to
recognize any claim or comply with any demand made by any such adverse claimant, it may in its discretion require such claimant to furnish such surety bond or other security satisfactory to the Trustee as it shall deem appropriate fully to indemnify
it as between all conflicting claims or demands.


4.16               Acceptance of Trust. 


                     The Trustee hereby accepts the Trust created and provided for by and in
this agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Holders, subject
to all the terms and conditions herein set forth.





ARTICLE 5 - COMPENSATION


                     ParentCo and the Corporation jointly and severally agree to pay to the
Trustee reasonable compensation for all of the services rendered by it under this agreement and will reimburse the Trustee for all reasonable expenses (including but not limited to taxes, compensation paid to experts, agents and advisors and travel
expenses) and disbursements, including the cost and expense of any suit or litigation of any character and any proceedings before any governmental agency, reasonably incurred by the Trustee in connection with its rights and duties under this
agreement; provided that ParentCo and the Corporation shall have no obligation to reimburse the Trustee for any expenses or disbursements paid, incurred or suffered by the Trustee in any suit or litigation in which the Trustee is determined to have
acted in bad faith or with negligence or wilful misconduct.


ARTICLE 6 - INDEMNIFICATION AND LIMITATION OF LIABILITY


6.1                Indemnification of the Trustee. 


                     ParentCo and the Corporation jointly and severally agree to indemnify and
hold harmless the Trustee, and each of its directors, officers, employees and agents appointed and acting in accordance with this agreement (for whom it is expressly agreed that the Trustee is holding the benefit of this indemnity and rights of
enforcement thereof in trust) (collectively, the “Indemnified Parties”) against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without
fraud, negligence, wilful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its
compliance with and completion of its duties set forth in this agreement, or any written or oral instructions delivered to the Trustee by ParentCo or the Corporation pursuant hereto. In no case shall ParentCo or the Corporation be liable under this
indemnity for any claim against any of the Indemnified Parties unless ParentCo and the Corporation shall be notified by the Trustee of the written assertion of a claim or of any action commenced against the Indemnified Parties, promptly after any of
the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim and such failure prejudices the
ability of the ParentCo or the Corporation to respond to any such claim or action. Subject to (i) below, ParentCo and the Corporation shall be entitled to participate at their own expense in the defense and, if ParentCo or the Corporation so elect
at any time after receipt of such notice, either of them may assume the defense of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized by ParentCo or the Corporation, such authorization not to be unreasonably withheld; or (ii) the named parties
to any such suit include both the Trustee and ParentCo or the Corporation and the Trustee shall have been advised by counsel acceptable to ParentCo or the Corporation that there may be one or more legal defenses available to the Trustee that are
different from or in addition




 to those available to ParentCo or the Corporation and that an actual or potential conflict of interest exists (in which case ParentCo and the Corporation shall not have the right to assume the defense of
such suit on behalf of the Trustee, but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee).


6.2                Limitation of Liability. 


                     The Trustee shall not be held liable for any loss which may occur by reason
of depreciation of the value of any part of the Trust Estate or any loss incurred on any investment of funds pursuant to this agreement, except to the extent that such loss is attributable to the fraud, negligence, wilful misconduct or bad faith on
the part of the Trustee.


ARTICLE 7 - CHANGE OF TRUSTEE


7.1                Resignation. 


                     The Trustee, or any trustee hereafter appointed, may at any time resign by
giving written notice of such resignation to ParentCo and the Corporation specifying the date on which it desires to resign, provided that such notice shall never be given less than 60 days before such desired resignation date unless ParentCo and
the Corporation otherwise agree and provided further that such resignation shall not take effect until the date of the appointment of a successor trustee and the acceptance of such appointment by the successor trustee. Upon receiving such notice of
resignation, ParentCo and the Corporation shall promptly appoint a successor trustee by written instrument in duplicate, one copy of which shall be delivered to the resigning trustee and one copy to the successor trustee. Failing acceptance by a
successor trustee, a successor trustee may be appointed by an order of the superior court of the province in which the Corporation has its registered office upon application of one or more of the parties hereto at the Corporation's
expense.


7.2                
Removal. 


                     The Trustee, or any trustee hereafter appointed, may be removed with or
without cause, at any time on 60 days' prior notice by written instrument executed by ParentCo and the Corporation, in duplicate, one copy of which shall be delivered to the trustee so removed and one copy to the successor trustee, provided that, in
connection with such removal, provision is made for a replacement trustee similar to that contemplated in Section 7.1.


7.3                Successor Trustee. 


                     Any successor trustee appointed as provided under this agreement shall
execute, acknowledge and deliver to ParentCo and the Corporation and to its predecessor trustee an instrument accepting such appointment. Thereupon the resignation or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its 




predecessor under this agreement, with like effect as if originally named as trustee in this agreement. However, on the written request of ParentCo and the Corporation or of the successor trustee, the trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the provisions of the agreement, execute and deliver an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon the
request of any such successor trustee, ParentCo, the Corporation and such predecessor trustee shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor trustee all such rights and
powers.


	7.4	Notice of Successor Trustee.




	 	Upon acceptance of appointment by a successor trustee as provided herein, ParentCo and the Corporation shall


	cause to be mailed notice of the succession of such trustee hereunder to each Holder specified in a List. If ParentCo or the Corporation shall fail to cause such notice to be mailed within 10
days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of ParentCo and the Corporation.


ARTICLE 8 - SUCCESSORS TO PARENTCO OR THE CORPORATION            
    


	8.1	Certain Requirements in Respect of Combination, Etc. 




	 	If either ParentCo or the Corporation shall enter into any transaction (whether by way of reconstruction,


	reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person
or, in the case of a merger, of the continuing corporation resulting therefrom, it shall ensure that:




	
 


 

	(a)	
such other Person or continuing corporation (the “Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this agreement or, if not so bound, executes, prior to
or contemporaneously with the consummation of such transaction an agreement supplemental hereto and such other instruments (if any) are necessary or advisable to evidence the assumption by the Successor of liability for all moneys payable and
property deliverable hereunder, the covenant of such Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of ParentCo under this agreement; and


	 	 	 
	 	(b)	
such transaction shall be upon such terms which substantially preserve and do not impair in any material respect any of the rights, duties, powers and authorities of the Trustee or of the Holders
hereunder.





 



	8.2	Vesting of Powers in Successor.




	 	 In the event that Section 8.1 applies, the Trustee, the Successor, ParentCo and the Corporation shall execute


	and deliver the supplemental agreement provided for in Article 9 hereof, and thereupon the Successor shall possess and from time to time may exercise each and every right and power of ParentCo
under this agreement in the name of ParentCo or otherwise and any act or proceeding by any provision of this agreement required to be done or performed by the board of directors of ParentCo or any officers of ParentCo may be done and performed with
like force and effect by the directors or officers of such Successor.




	8.3	Wholly-owned Subsidiaries. 




	 	Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned subsidiary of


	ParentCo with or into ParentCo or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of ParentCo provided that all of the assets of such subsidiary are transferred to
ParentCo or another wholly-owned subsidiary of ParentCo, and any such transactions are expressly permitted by this Article 8.


 ARTICLE 9 - AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

	9.1	Amendments, Modifications, Etc.




	 	 Subject to Section 9.4, this agreement may not be amended, modified or waived except by an agreement in


	 writing executed by the Corporation, ParentCo and the Trustee and approved by the Holders in accordance with Section 10.1 of the Exchangeable Share Provisions. No amendment to or modification or
waiver of any of the provisions of this agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.




	9.2	Ministerial Amendments.




	 	Notwithstanding the provisions of Section 9.1 hereof, the parties to this agreement may in writing, at any time


	 and from time to time, without the approval of the Holders, amend or modify this agreement for the purposes of:




	 	(a)	
adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder;


	 	 	 
	 	(b)	
making such amendments or modifications not inconsistent with this agreement as may be necessary or desirable with respect to matters or questions which, in the opinion of the board of directors of each of
ParentCo and the Corporation and in the opinion of the Trustee, relying upon its counsel, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that such boards of directors and the Trustee, relying on
its counsel, shall be of the





 

	 	 	
opinion that such amendments and modifications will not be prejudicial to the interests of the Holders as a whole;


	 	 	 
	 	(c)	
making such changes or corrections which, on the advice of counsel to the Corporation, ParentCo and the Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent
provision or clerical omission or mistake or manifest error; provided that the Trustee and, relying on its counsel, and the board of directors of each of the Corporation and ParentCo shall be of the opinion that such changes or corrections will not
be prejudicial to the interests of the Holders as a whole; or


	 	 	 
	 	(d)	
making such changes as may be necessary or appropriate to implement or give effect to any assignment or assumption made pursuant to Section 11.8 hereof.






	9.3	Meeting to Consider Amendments.




	 	The Corporation, at the request of ParentCo, shall call a meeting or meetings of the Holders for the purpose of


	considering any proposed amendment or modification requiring approval pursuant hereto. Any such meeting or meetings shall be called and held in accordance with the by-laws of the Corporation, the
Exchangeable Share Provisions and all applicable laws.




	9.4   	Changes in Capital of ParentCo and the Corporation.




	 	At all times after the occurrence of any event effected pursuant to Section 2.6 or Section 2.7 of the Support


	Agreement, as a result of which the Class A Shares or the Exchangeable Shares or any of them are in any way changed, this agreement shall forthwith be amended and modified as necessary in order
that it shall apply with full force and effect, mutatis mutandis, to all new securities into which Class A Shares or the Exchangeable Shares or any of them are so changed, and the parties hereto shall execute and deliver a supplemental agreement
giving effect to and evidencing such necessary amendments and modifications.




	9.5	Execution of Supplemental Agreements. 




	 	 From time to time the Corporation (when authorized by a resolution of its Board of Directors), ParentCo (when


	 	authorized by a resolution of its board of directors) and the Trustee may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by
their proper officers, agreements or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:




	 	(a)	
evidencing the succession of any Successors to ParentCo and the covenants of and obligations assumed by each such Successor in accordance with the provisions of Article 8 and the successor of any successor
trustee in accordance with the provisions of Article 7;







	 	(b)	
making any additions to, deletions from or alterations of the provisions of this agreement, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights which, in the opinion of the Trustee and
its counsel, will not be prejudicial to the interests of the Holders as a whole or are in the opinion of counsel to the Trustee necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to
ParentCo, the Corporation, the Trustee or this agreement; and


	 	 	 
	 	(c)	
for any other purposes not inconsistent with the provisions of this agreement, including without limitation to make or evidence any amendment or modification to this agreement as contemplated hereby, provided
that, in the opinion of the Trustee and its counsel, the rights of the Trustee and the Holders as a whole will not be prejudiced thereby.




ARTICLE 10 - TERMINATION

	10.1	Term.




	 	The Trust created by this agreement shall continue until the earliest to occur of the following events:




	 	(a)	
no outstanding Exchangeable Shares are held by a Holder;


	 	 	 
	 	(b)	
each of the Corporation and ParentCo elects in writing to terminate the Trust and such termination is approved by the Holders of the Exchangeable Shares in accordance with Section 10.2 of the Exchangeable
Share Provisions; and


	 	 	 
	 	(c)	
21 years after the death of the last survivor of the descendants of Her Majesty Queen Elizabeth II of the United Kingdom of Great Britain and Northern Ireland living on the date of the creation of the
Trust.






	10.2	Survival of Agreement. 




	 	This agreement shall survive any termination of the Trust and shall continue until there are no Exchangeable


	Shares outstanding held by a Holder; provided, however, that the provisions of Articles 6 and 7 hereof shall survive any such termination of this agreement.


ARTICLE 11 - GENERAL


	11.1	Severability. 




	 	 If any provision of this agreement is held to be invalid, illegal or unenforceable, the validity, legality or


	enforceability of the remainder of this agreement shall not in any way be


 

              


                     




 affected or impaired thereby, and the agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.


	11.2	Enurement. 




	 	This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective


	 successors and permitted assigns and to the benefit of the Holders.




	11.3   	 Notices to Parties. 




	 	All notices and other communications between the parties hereunder shall be in writing and shall be deemed to


	 have been given if delivered personally or by confirmed telecopy to the parties at the following addresses (or at such other address for such party as shall be specified in like
notice):




	 	(a)	
if to ParentCo to:


Accenture Ltd


c/o Accenture LLP


1661 Page Mill Road


Palo Alto, CA 94304


Attention: President


Fax: (650) 213-2222


	 	 	 
	 	(b)	
if to the Corporation to:


Accenture Canada Holdings Inc.


5450 Explorer Drive


Suite 400


Mississauga, ON L4W 5M1


Attention: President


Fax: (416) 641-5090





 


	 	(c)	
if to the Trustee to:


CIBC Mellon Trust Company


320 Bay Street


6th Floor


Toronto, Ontario


M5H 4A6


Attention: Sophie Arcaro, Account Manager


Fax: (416) 643-5570






	 	Any notice or other communication given personally shall be deemed to have been given and received upon


	delivery thereof, and if given by telecopy shall be deemed to have been given and received on the date of receipt thereof unless such day is not a Business Day in which case it shall be deemed to
have been given and received upon the immediately following Business Day.




	11.4	 Notice to Holders. 




	 	Any and all notices to be given and any documents to be sent to any Holders may be given or sent to the address


	of such Holder shown on the register of Holders of Exchangeable Shares in any manner permitted by the Exchangeable Share Provisions and shall be deemed to be received (if given or sent in such
manner) at the time specified in such Exchangeable Share Provisions, the provisions of which Exchangeable Share Provisions shall apply mutatis mutandis to notices or documents as aforesaid sent to such Holders.




	11.5	Risk of Payments by Post. 




	 	Whenever payments are to be made or documents are to be sent to any Holder by the Trustee, by the


	Corporation or by ParentCo or by such Holder to the Trustee or to ParentCo or the Corporation, the making of such payment or sending of such document sent through the post shall be at the risk of
the Corporation or ParentCo, in the case of payments made or documents sent by the Trustee or the Corporation or ParentCo, and the Holder, in the case of payments made or documents sent by the Holder.




	11.6 	Counterparts. 




	 	This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which


	taken together shall constitute one and the same instrument.




	11.7	Governing Law.




	 	This agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the


	laws of Canada applicable therein.


                  


            


                      


              


                      






	11.8	Permitted Assignment. 




	 	ParentCo may assign any or all of its rights and obligations under this agreement to any Subsidiary of ParentCo,


	organized under the laws of Canada or any province thereof, provided that each of ParentCo and such Subsidiary shall thereafter be jointly and severally liable for the performance by such
Subsidiary of the obligations of ParentCo pursuant to this agreement. Any and all of the obligations of ParentCo may be performed and satisfied by any such Subsidiary of ParentCo, except that nothing in this Section 11.8 shall permit any change to
the rights, privileges, restrictions and conditions attaching to the Class A Shares or the Exchangeable Shares.


 

             


                      

 





                     IN WITNESS WHEREOF, the parties hereby have caused this agreement to be
duly executed as of the date first above written.


	 	 	
ACCENTURE LTD








By:___________________________


      Michael L. Emmons


      Managing Director





ACCENTURE CANADA HOLDINGS INC.





By: ______________________________


       David E. Seibel


       President


 CIBC MELLON TRUST COMPANY








By: ______________________________


Name:


Title:





By: ______________________________


Name:


Title: