<PAGE>

                                                                     EXHIBIT 9.1

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                         TRANSFER RESTRICTION AGREEMENT

                                      AMONG

                                  ACCENTURE SCA

                                       and

                  TRANSFERORS AND TRANSFEREES SIGNATORY HERETO

                           Dated as of October 1, 2002


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                               TABLE OF CONTENTS

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                                                                                                              Page
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ARTICLE I                DEFINITIONS AND OTHER MATTERS...........................................................1

     Section 1.1.        Definitions.............................................................................1
     Section 1.2.        Gender..................................................................................5
     Section 1.3.        Application.............................................................................5

ARTICLE II               TRANSFER RESTRICTIONS...................................................................5

     Section 2.1.        Transfer and Consent....................................................................5
     Section 2.2.        Transfer Restrictions...................................................................6
     Section 2.3.        Non-Certificated Shares; Legend.........................................................8
     Section 2.4.        Stop Transfers..........................................................................9
     Section 2.5.        Release of Restrictions.................................................................9

ARTICLE III              TRANSFER PROCEDURES.....................................................................9

     Section 3.1.        Requirements for Transfer...............................................................9
     Section 3.2.        Subsequent Transfers...................................................................10
     Section 3.3.        Accenture Approved Transactions........................................................10
     Section 3.4.        Reacquisition of Transferred Shares....................................................11

ARTICLE IV               VOTING OF TRANSFERRED SHARES...........................................................12

     Section 4.1.        Irrevocable Proxy and Power of Attorney................................................12

ARTICLE V                CUSTODIAL ARRANGEMENTS.................................................................12

     Section 5.1.        Holding of Shares in Custody and/or in Nominee Name....................................12
     Section 5.2.        Dividends and Distributions............................................................13

ARTICLE VI               REPRESENTATIONS AND WARRANTIES.........................................................13

     Section 6.1.        Representations and Warranties of Transferors..........................................13
     Section 6.2.        Representations and Warranties of Transferees..........................................14
     Section 6.3.        Continuing Representations and Warranties..............................................15

ARTICLE VII              OTHER AGREEMENTS OF THE PARTIES........................................................16

     Section 7.1.        Filing of Schedule 13D or 13G..........................................................16
     Section 7.2.        Adjustment upon Changes in Capitalization; Adjustments upon Changes of Control;
                          Representatives, Successors and Assigns...............................................17
     Section 7.3.        Redemptions............................................................................17
     Section 7.4.        Agreements and Acknowledgments By Transferees..........................................18
     Section 7.5.        Confirmation of Agreements.............................................................18
     Section 7.6.        Further Assurances.....................................................................19
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                               TABLE OF CONTENTS
                                  (continued)


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ARTICLE VIII             INDEMNITY AND EXPENSES.................................................................19

     Section 8.1.        Indemnity..............................................................................19
     Section 8.2.        Expenses...............................................................................19

ARTICLE IX               MISCELLANEOUS..........................................................................19

     Section 9.1.        Term of the Agreement..................................................................19
     Section 9.2.        Waivers; Amendments....................................................................19
     Section 9.3.        Governing Law..........................................................................20
     Section 9.4.        Resolution of Disputes.................................................................20
     Section 9.5.        Relationship of Parties................................................................21
     Section 9.6.        Notices................................................................................21
     Section 9.7.        Severability...........................................................................23
     Section 9.8.        Transfer Rights Agreement and Common Agreement.........................................23
     Section 9.9.        No Third-Party Rights; Accenture Ltd Third Party Beneficiary...........................23
     Section 9.10.       Section Headings.......................................................................23
     Section 9.11.       Execution in Counterparts .............................................................24
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                         TRANSFER RESTRICTION AGREEMENT

     This Transfer Restriction Agreement, dated as of October 1, 2002 (as
amended, supplemented, waived or otherwise modified from time to time in
accordance with its terms, the "Agreement") among Accenture SCA, a Luxembourg
societe en commandite par actions ("Accenture SCA"), the Transferors (as defined
below) and the Transferees (as defined below).

                                   WITNESSETH

     WHEREAS, Accenture SCA and those Partners who own Class I Common Shares,
par value 1.25 euro per share of Accenture SCA (the "Class I Common Shares")
have entered into that certain Transfer Rights Agreement dated as of April 18,
2001 among Accenture SCA and the Partners from time to time party thereto (as
amended, supplemented or otherwise modified from time to time, the "Transfer
Rights Agreement").

     WHEREAS, the Transfer Rights Agreement, among other things, imposes
transfer restrictions on certain of the Class I Common Shares made subject to
the Transfer Rights Agreement (such shares made subject to the Transfer Rights
Agreement, as further defined in the Transfer Rights Agreement, are referred to
therein and herein as "Covered Shares," and such term shall have the meaning
ascribed to it in the Transfer Rights Agreement );

     WHEREAS, certain Partners who have executed the Transfer Rights Agreement
have entered into, and other persons who become Partners in the future may be
required to enter into, that certain Common Agreement dated as of April 19, 2002
among Accenture SCA and the Partners from time to time party thereto (as
amended, supplemented or otherwise modified from time to time, the "Common
Agreement");

     WHEREAS, the Common Agreement provides that, in exchange for executing the
Common Agreement and thereby agreeing not to transfer any Covered Shares until
the date specified therein (as further defined herein, the "Common Restriction
Date"), a Partner shall have the benefit of a waiver of certain provisions of
the Transfer Rights Agreement with respect to certain transactions approved by
Accenture SCA; and

     WHEREAS, Accenture SCA is willing to agree to and approve certain Transfers
(as defined below) by the Transferors to the Transferees of Class I Common
Shares pursuant to and subject to the terms of this Transfer Restriction
Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements,
covenants and provisions herein contained, the parties agree as follows:

                                   ARTICLE I
                          DEFINITIONS AND OTHER MATTERS

     Section 1.1. Definitions. The following words and phrases as used herein
shall have the following meanings, except as otherwise expressly provided or
unless the context otherwise requires:


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          (a) "Accenture Approved Transactions" shall have the meaning ascribed
     to such term in Section 3.3(a) hereof.

          (b) "Accenture Ltd" shall mean the exempted company limited by Shares
     organized under the laws of Bermuda (register number EC30090) which is the
     general partner of Accenture SCA.

          (c) "Accenture SCA" shall have the meaning ascribed to such term in
     the preamble hereto.

          (d) "Agreement" shall have the meaning ascribed to such term in the
     preamble hereto and, in respect of each Transferor and each Transferee,
     shall include the Joinder Agreement executed by such Transferor and such
     Transferee.

          (e) A "beneficial owner" of a security or of any other interest in an
     entity includes any person who, directly or indirectly, through any
     contract, arrangement, understanding, relationship or otherwise, has or
     shares: (i) voting power, which includes the power to vote, or to direct
     the voting of, such security or interest and/or (ii) investment power,
     which includes the power to dispose, or to direct the disposition of, such
     security or interest, but for purposes of this Agreement a person shall not
     be deemed a beneficial owner of Class I Common Shares (A) solely by virtue
     of the application of Exchange Act Rule 13d-3(d) or Exchange Act Rule 13d-5
     as in effect on the date hereof, (B) solely by virtue of the possession of
     the legal right to vote securities under applicable law (such as by proxy,
     power of attorney or appointment as corporate representative) or (C) held
     of record by a "private foundation" subject to the requirements of Section
     509 of the Code (or equivalent in other jurisdictions as determined from
     time to time by Accenture SCA). "Beneficially own" and "beneficial
     ownership" shall have correlative meanings. For purposes of the
     determination of beneficial ownership only, the provisions of Article IV
     hereof shall not be deemed to transfer the voting power with respect to any
     Class I Common Shares from any person that would otherwise be the
     beneficial owner of such Class I Common Shares and the provisions of
     Article II hereof shall not be deemed to transfer the investment power with
     respect to any Class I Common Shares.

          (f) "Base Restriction Date" shall have the meaning ascribed to such
     term in Section 2.2(a) hereof.

          (g) "Class A Common Shares" shall mean the Class A Common Shares
     issued by Accenture Ltd.

          (h) "Class I Common Shares" shall have the meaning ascribed to such
     term in the preamble hereto.

          (i) "Common Agreement" shall have the meaning ascribed to such term in
     the preamble hereto.

          (j) "Common Restriction Date" shall have the meaning ascribed to such
     term in Section 2.2(c) hereof.


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          (k) "Company" shall mean Accenture SCA, together with its general
     partner and Subsidiaries from time to time.

          (l) "Covered Persons" shall mean those persons, other than Accenture
     SCA, who are from time to time parties to the Transfer Rights Agreement and
     whose names are, or are required to be, listed on Appendix A thereto, in
     accordance with the terms thereof.

          (m) "Covered Shares" shall have the meaning ascribed to such term in
     the preamble hereto.

          (n) "Employee Covered Person" shall mean a Covered Person that is an
     employee of the Company at the time in question, provided that if the
     Company has received notice that any Covered Person intends to terminate
     such Covered Person's employment with the Company (except in the case of
     notice with respect to retirement or disability), such Covered Person shall
     be deemed not to be an Employee Covered Person.

          (o) "Exchange Act" shall mean the United States Securities Exchange
     Act of 1934, as amended to date and as further amended from time to time.

          (p) "Exempt Organization" shall mean (i) an organization exempt from
     federal income taxation under Sections 501(c) or (d) of the Internal
     Revenue Code as amended from time to time (or corresponding provisions of
     subsequent superseding federal revenue laws), or (ii) an organization
     organized under the laws of a jurisdiction other than the United States (or
     any political subdivision thereof) which is substantially the same, in
     regard to the nature and purpose of its organization and operations, as any
     organization described in preceding clause (i).

          (q) "Extended Restriction Date" shall have the meaning ascribed to
     such term in Section 2.2(a) hereof.

          (r) "Family Members" shall mean in respect of a Transferor (i) the
     lawful spouse of the Transferor, (ii) the domestic partner of the
     Transferor, (iii) the lineal ascendants and lineal descendants of the
     grandparents of the Transferor or the grandparents of the Persons described
     in the preceding clauses (i) and (ii), and the spouses or domestic partners
     of any such lineal ascendants or lineal descendants, and (iv) the children,
     including stepchildren and adopted children, of the Persons described in
     preceding clauses (i), (ii) and (iii). With respect to the foregoing, the
     term "spouse" shall include any current lawful spouse, deceased spouse or
     divorced spouse, and the term "domestic partner" shall refer to a Person
     (regardless of gender) acknowledged as a domestic partner (or similar term)
     through legal process in the applicable jurisdiction or by formal written
     acknowledgment by the Person claiming such status, which written
     acknowledgement shall be subject to a reasonable and nondiscriminatory
     approval process by the Company.

          (s) "IPO Date" shall mean July 24, 2001, which was the closing date of
     the initial public offering of the Class A Common Shares.


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          (t) "Joinder Agreement" shall have the meaning ascribed to such term
     in Section 3.1(a) hereof.

          (u) "Non-Competition Agreement" shall mean that certain
     Non-Competition Agreement dated as of April 18, 2001 among Accenture SCA
     and the Partners signatory thereto, as the same may be amended,
     supplemented or otherwise modified from time to time.

          (v) "Partner Matters Agreement" shall mean that certain Partner
     Matters Agreement dated as of April 18, 2001 among Accenture Ltd and the
     Partners signatory thereto, as the same may be amended, supplemented or
     otherwise modified from time to time.

          (w) "Partners" shall mean those employees of the Company who from time
     to time are identified as such by the Company in accordance with the
     procedures of the Company. As of the date hereof, Partners include all
     those persons, other than Accenture Ltd, who from time to time are parties
     to the Partner Matters Agreement.

          (x) "Person" shall include, as applicable, any individual, estate,
     trust, corporation, partnership, limited liability company, unlimited
     liability company, foundation, association or other entity.

          (y) "Pledge Agreement" shall mean that certain Pledge Agreement dated
     as of April 18, 2001 among Accenture SCA and the Partners signatory
     thereto, as the same may be amended, supplemented or otherwise modified
     from time to time, which agreement was given as security for the pledgors'
     obligations under the Non-Competition Agreement.

          (z) "Proxy Termination Date" shall have the meaning ascribed to such
     term in Section 4.1(c) hereof.

          (aa) "Restricted Person" shall mean any person that is not (i) an
     Employee Covered Person or (ii) a director, officer or employee of the
     Company acting in such person's capacity as a director, officer or
     employee.

          (bb) "Restriction Termination Date" shall have the meaning ascribed to
     such term in Section 2.2(a) hereof.

          (cc) "Subsidiary" shall mean any Person in which Accenture SCA owns,
     directly or indirectly, at least a majority of the equity, economic or
     voting interest.

          (dd) "Transfer" shall mean any sale, transfer, pledge, hypothecation
     or other disposition, whether direct or indirect, whether or not for value,
     and shall include any disposition of the economic or other risks of
     ownership of Class I Common Shares, including short sales of securities of
     Accenture SCA, option transactions (whether physical or cash settled) with
     respect to securities of Accenture SCA, use of equity or other derivative
     financial instruments relating to securities of Accenture SCA and other
     hedging arrangements with respect to securities of Accenture SCA.

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          (ee) "Transfer Rights Agreement" shall have the meaning ascribed to
     such term in the preamble hereto.

          (ff) "Transferees" shall mean those Persons to whom Class I Common
     Shares are Transferred subject to the terms of this Agreement, who from
     time to time are parties to this Agreement and who shall execute a Joinder
     Agreement in the form of Exhibit A hereto.

          (gg) "Transferors" shall mean those Persons who Transfer Class I
     Common Shares subject to the terms of this Agreement, who from time to time
     are parties to this Agreement and who shall execute a Joinder Agreement in
     the form of Exhibit A hereto. Transferors may include active, retired and
     resigned Partners.

          (hh) "Transferred Shares" shall have the meaning ascribed to such term
     in Section 2.1(a) hereof.

     Section 1.2. Gender. For the purposes of this Agreement, the words "he,"
"his" or "himself" and "it," "its" or "itself" shall be interpreted to include
the masculine, feminine and corporate or other entity or trust form, as
applicable in the particular context.

     Section 1.3. Application. The provisions of this Agreement shall be applied
separately to each Transferor and each Transferee in respect of each respective
Transfer described in Schedule I to the Joinder Agreement executed by such
respective Transferor and Transferee. The obligations of the Transferors
hereunder shall be the several obligations of the respective Transferors in
respect of the respective Transfers; and the obligations of, and restrictions
upon, the Transferees shall be the several obligations of, and restrictions
upon, the respective Transferees in respect of the respective Transfers.

                                   ARTICLE II
                              TRANSFER RESTRICTIONS

     Section 2.1. Transfer and Consent.

          (a) Consent by Accenture Ltd. Subject to the terms and conditions of
     this Agreement, including, without limitation, the prior satisfaction of
     the requirements of Section 3.1 hereof, Accenture SCA, by its
     countersignature to a Joinder Agreement, consents to the Transfer of Class
     I Common Shares by the Transferor to the Transferee, all as described in
     Schedule I to such Joinder Agreement. This consent shall be valid only with
     respect to the specific Transfer, number of Class I Common Shares,
     Transferor, and Transferee described in such Schedule I to Joinder
     Agreement. The Class I Common Shares identified in such Schedule I to
     Joinder Agreement and Transferred, or to be Transferred, by the Transferor
     to the Transferee with the consent of Accenture SCA pursuant hereto are
     referred to herein as the "Transferred Shares."

          (b) Eligible Transfers. A Transfer shall be eligible to be considered
     for Accenture SCA's consent pursuant to Section 2.1(a) only if such
     Transfer is made primarily for the Transferor's estate and/or tax planning
     purposes or charitable giving purposes. The Transferor shall demonstrate to
     the satisfaction of Accenture SCA (in the


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<PAGE>

     exercise of its discretion) that the proposed Transfer satisfies such
     eligibility requirement. Subject to such guidelines as Accenture SCA may
     establish from time to time in its sole discretion, Accenture SCA has
     advised Partners that proposed Transfers to Family Members and/or Exempt
     Organizations will presumptively be considered eligible Transfers, subject,
     however, to final evaluation and determination in each case by Accenture
     SCA in its sole discretion.

          (c) Acknowledgments by Transferor and Accenture Ltd. The Transferor
     and Accenture SCA acknowledge and agree that: (i) notwithstanding anything
     to the contrary contained herein (including, without limitation, the
     definition of "beneficial owner" in Section 1.1(e) hereof), the Transferred
     Shares shall be deemed to continue to be the Transferor's "Partner Matters
     Interests" (as defined in the Partner Matters Agreement) for purposes of
     the Partner Matters Agreement at all times until the Proxy Termination Date
     (as defined in Section 4.1(c) below); (ii) the respective number of
     Transferred Shares indicated for a Base Restriction Date (in accordance
     with Section 3.1(b) below) shall, for purposes of the Transfer Rights
     Agreement, be applied against the cumulative maximum number of Covered
     Shares which may be Transferred as of such date by the Transferor in
     accordance with the transfer restrictions imposed by the Transfer Rights
     Agreement, but shall not be charged against the cumulative maximum number
     of Covered Shares which may be transferred prior to such date; and (iii)
     each Transferor remains subject to the requirement under the Transfer
     Rights Agreement of retaining at least 25% of the Covered Shares owned by
     such Partner as of the IPO Date until the later of July 24, 2009 (the
     eighth anniversary of the IPO Date) or the date that such Transferor ceases
     to be an employee of the Company.

          (d) Independent Determination by Transferor and Transferee. The
     Transferor and the Transferee acknowledge and agree that: (i) they have, in
     their discretion and in reliance upon such advice and counsel from third
     parties as they considered appropriate, determined to effect the Transfer
     of the Transferred Shares and to effect such Transfer in the manner
     described in Schedule I to the Joinder Agreement; (ii) Accenture SCA has
     not, and shall not be deemed to have, recommended or endorsed or provided
     advice in respect of the Transfer of the Transferred Shares; and (iii)
     without limitation on the indemnity provided by Section 8.1 hereof, neither
     Accenture SCA nor any of its directors, officers, partners, employees,
     agents or representatives (except with respect to a Joinder Agreement to
     which any such Person is party as Transferor or Transferee) shall have any
     liability whatsoever on account of or in respect of the Transfer of the
     Transferred Shares.

     Section 2.2. Transfer Restrictions.

          (a) Applicable Definitions. This Section 2.2 imposes restrictions on
     the transfer of Transferred Shares with reference to the "Base Restriction
     Date," the "Extended Restriction Date" and the "Restriction Termination
     Date," which terms shall have the following meanings:

               (i) "Base Restriction Date" shall mean a date specified by the
          Transferor in Schedule I to the Joinder Agreement in respect of
          Transferred


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          Shares, which date shall be either (1) an anniversary of the IPO Date
          not later than July 24, 2008 (the seventh anniversary of the IPO Date)
          or (2) the Extended Restriction Date (which shall be identified by the
          use of such defined term in Schedule I to the Joinder Agreement);
          provided, however, that for Transfers made by Transferors who as of
          the date of Transfer are resigned Partners, the Base Restriction Date
          shall be July 24, 2009 (the eighth anniversary of the IPO Date).

               (ii) "Extended Restriction Date" shall mean the later of (1) July
          24, 2009 (the eighth anniversary of the IPO Date) or (2) the date that
          the Transferor ceases to be an employee of the Company.

               (iii) "Restriction Termination Date" shall mean the Base
          Restriction Date as it may be accelerated to an earlier date or
          deferred to a later date in accordance with the following:

                    (1) If the Transferor ceases to be an Employee Covered
               Person subsequent to the Transfer and prior to the Base
               Restriction Date, other than by reason of the Transferor becoming
               a "Retired Employee" or a "Disabled Employee" (each as defined in
               the Transfer Rights Agreement) or by reason of the death of the
               Transferor, the Base Restriction Date shall be deferred to July
               24, 2009 (the eighth anniversary of the IPO Date) if the Extended
               Restriction Date was not originally specified in Schedule I to
               the Joinder Agreement as the Base Restriction Date; and

                    (2) If the Transferor dies prior to the Base Restriction
               Date, the Base Restriction Date shall be accelerated to the date
               of the Transferor's death.

          (b) No Transfers. No Transferred Shares or any direct or indirect
     interest therein may be Transferred by the Transferee prior to the
     Restriction Termination Date applicable to such Transferred Shares without
     the prior written consent of Accenture SCA, which consent shall be in the
     sole discretion of Accenture SCA to grant or withhold.

          (c) Restriction by Common Agreement. Without limitation by the
     provisions of Section 2.2(b), no Transferred Shares or any interest therein
     may be Transferred by the Transferee (other than pursuant to Accenture
     Approved Transactions as provided herein) without the written consent of
     Accenture SCA, which consent shall be in the sole discretion of Accenture
     SCA to grant or withhold, prior to the date until which any Transfer of
     Covered Shares is restricted by the terms of the Common Agreement, as such
     date may be modified or extended by any modification, amendment or
     supplement to the Common Agreement or by any agreement entered into by
     Accenture SCA and Partners in substitution of the Common Agreement (the
     "Common Restriction Date"); provided that for purposes of this Section
     2.2(c) no extension of such date beyond the Restriction Termination Date
     shall be applicable to the Transferred Shares. The Common Restriction Date
     in effect as of the date of this Agreement is July 24, 2005.


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<PAGE>

          (d) No Pledge of Shares. Without limitation on or by Section 2.2(b) or
     Section 2.2(c), prior to the Restriction Termination Date, unless otherwise
     agreed in writing by Accenture SCA (which agreement shall be in the sole
     discretion of Accenture SCA to grant or withhold), the Transferee shall not
     pledge, hypothecate or give as security to any Person the Transferred
     Shares or any interest therein.

          (e) Lock-Up Provisions. Each Transferee agrees for the benefit of
     Accenture Ltd, the Transferors and each other Transferee that such
     Transferee will comply with the restrictions on Transfer relating to Class
     I Common Shares imposed by the lock-up provisions of any underwriting
     agreement, in respect of any offering of Class A Common Shares, entered
     into by Accenture Ltd at any time prior to the Restriction Termination
     Date, whether or not the Transferee is specifically named therein, provided
     that either Accenture Ltd or Accenture SCA shall give to the Transferor, as
     agent for the Transferee, written notice thereof; and, notwithstanding
     anything to the contrary contained in this Agreement, such Transferee shall
     remain subject to and comply with such lock-up provisions under any such
     underwriting agreement for the term of such provisions even though such
     term may extend beyond the Restriction Termination Date.

          (f) Information. With respect to the determination of the Restriction
     Termination Date, Accenture SCA shall be under no obligation to provide
     information to the Transferee with respect to any event or condition
     accelerating or deferring the Base Restriction Date; provided, however,
     that upon the specific written request of the Transferee, Accenture SCA
     shall use its reasonable efforts to advise the Transferee of the
     Restriction Termination Date, to the extent then determinable under the
     then applicable circumstances.

          (g) Prohibited Transfers Void. Any purported Transfer of the
     Transferred Shares or of any direct or indirect interest therein contrary
     to the provisions of this Section 2.2 shall be null and void and of no
     force or effect.

     Section 2.3. Non-Certificated Shares; Legend.

          (a) Accenture SCA shall have no obligation to issue certificated
     shares in respect of the Transfer of the Transferred Shares, and the
     Transferee shall have no right to receive certificated shares. In the
     discretion of Accenture SCA, the Transferred Shares may be issued in
     book-entry or other non-certificated form in accordance with the policies
     of Accenture SCA. It is acknowledged that as of the date hereof no shares
     of Accenture SCA are issued as certificated shares.

          (b) If the Transferred Shares are issued as certificated shares, each
     Transferor and each Transferee understands and agrees that any share
     certificate representing Transferred Shares may bear a legend noted
     conspicuously on each such certificate, reading substantially as follows:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
     PROVISIONS OF A TRANSFER RESTRICTION AGREEMENT AMONG ACCENTURE SCA AND THE
     PERSONS NAMED THEREIN, A COPY OF


                                      -8-

<PAGE>

     WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF ACCENTURE SCA AND WHICH, AMONG
     OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION AND VOTING OF SUCH
     SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD,
     EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR
     OTHERWISE DISPOSED OF ONLY IN ACCORDANCE THEREWITH."

     Section 2.4. Stop Transfers. Each Transferor and Transferee agrees and
consents (i) that Accenture SCA may refuse to register the transfer of and (ii)
to the entry of stop transfer orders against the transfer of Transferred Shares,
except in compliance with this Agreement.

     Section 2.5. Release of Restrictions. At any time following the Restriction
Termination Date, upon the written request of the Transferee, the Transferred
Shares shall be released, pursuant to procedures to be determined by Accenture
SCA in its sole discretion, free and clear of all restrictions and legends
described in this Article II.

                                  ARTICLE III
                               TRANSFER PROCEDURES

     Section 3.1. Requirements for Transfer

          (a) As a condition to any Transfer of Transferred Shares pursuant to
     this Agreement, the Transferor and the Transferee shall complete, execute
     and deliver to Accenture SCA a Joinder Agreement (with Schedule I thereto)
     in the form of Exhibit A attached hereto (the "Joinder Agreement").

          (b) The Transferor shall set forth in Schedule I to the Joinder
     Agreement the Base Restriction Date(s) and the applicable number of
     Transferred Shares with respect to such Base Restriction Date(s). The Base
     Restriction Date(s) and the number of Transferred Shares to which the
     respective Base Restriction Dates are applicable, as designated by the
     Transferor, must be consistent with the restrictions on transfer (and the
     scheduled lapsing of such restrictions) provided by the Transfer Rights
     Agreement and as applicable to the Transferor, after giving effect to any
     Transfers of Covered Shares previously made by the Transferor.

          (c) As a condition to granting its consent to any Transfer pursuant to
     this Agreement, Accenture SCA may require the Transferor to provide such
     information and materials as Accenture SCA may determine in its sole
     discretion with respect to the proposed Transfer and Transferee, including,
     without limitation, a description of the beneficial owners of any proposed
     Transferee that is not a natural person, a copy of the organizational
     documents of any proposed Transferee that is not a natural person, and a
     copy of the relevant documents with respect to any estate and/or tax
     planning vehicle to which or by means of which the proposed Transfer is to
     be made.

          (d) As a further condition to granting its consent to any Transfer
     pursuant hereto, Accenture SCA shall have received from legal counsel,
     selected or approved by Accenture SCA (i) approval of the documentation,
     information and


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     materials required by this Section 3.1 and (ii) confirmation of the
     determination that the proposed Transfer satisfies the eligibility
     requirement of Section 2.1(b).

          (e) Simultaneously with the delivery of the executed Joinder Agreement
     pursuant to Section 3.1(a), if the Transferred Shares are then held in
     certificated form, the Transferor shall deliver or cause to be delivered to
     Accenture SCA the certificates evidencing the Transferred Shares. Accenture
     SCA will re-issue the Transferred Shares, in certificated or
     non-certificated form as determined by Accenture SCA in its sole
     discretion, in the name of a nominee for the Transferee (if so elected by
     Accenture SCA), and the Transferred Shares shall be held in the custody of
     a custodian as provided in Section 5.1 hereof.

     Section 3.2. Subsequent Transfers. Subject to the provisions of Section
3.3, following the Transfer of the Transferred Shares to the Transferee as
consented to by Accenture SCA pursuant to Section 2.1 hereof, Accenture SCA
shall have no obligation whatsoever to consent to any subsequent transfer of the
Transferred Shares by the Transferee. In the event Accenture SCA, in its
discretion, consents to any subsequent Transfer of the Transferred Shares,
Accenture SCA may, in its discretion, impose such conditions upon such
subsequent Transfer as it considers appropriate for its purposes, including,
without limitation, that (i) the subsequent transferee execute such
documentation accepting, confirming and agreeing to be bound by the agreements,
conditions and restrictions of this Agreement (specifically including, without
limitation, the transfer restrictions set forth in Section 2.2 and the proxy and
power of attorney set forth in Section 4.1) and (ii) that the transferring
Transferee and the subsequent transferee execute such other documents and
instruments in respect of such Transfer as deemed appropriate by Accenture SCA.

     Section 3.3. Accenture Approved Transactions.


          (a) It is acknowledged that, pursuant to the terms of the Common
     Agreement, Accenture SCA has made provision for participation by Partners
     under certain conditions in underwritten public offerings, share
     repurchases, sales or redemptions or other transactions, in each case as
     approved in writing by Accenture SCA or its general partner ("Accenture
     Approved Transactions"). Subject to the terms of this Section 3.3 and such
     procedures as may be established by it, Accenture SCA may, in its
     discretion, extend to Transferees the opportunity to participate in any
     Accenture Approved Transaction, but only in respect of Transferred Shares
     that are no longer subject to the restrictions of Section 2.2(b) hereof or
     as otherwise agreed by Accenture SCA (or its general partner) in its
     discretion.

          (b) Accenture SCA shall give to the Transferors notice of any
     opportunity of Transferees to participate in any Accenture Approved
     Transaction. If the Transferor desires to confirm for any of its
     Transferees the opportunity to participate in the Accenture Approved
     Transaction, the Transferor shall deliver to Accenture SCA written notice,
     in such form as may be required by Accenture SCA, of each such Transferee's
     proposed participation, including a specification of the number of
     Transferred Shares selected for participation; and such participation by
     such Transferee shall be effected only upon the consent of Accenture SCA
     and written confirmation


                                      -10-

<PAGE>

     thereof delivered by Accenture SCA to the Transferor and the Transferee.
     The Transferor agrees to comply with the requirements imposed upon it
     pursuant to this Section 3.3 with respect to any such participation by the
     Transferee.

          (c) With respect to any participation by the Transferee in respect of
     an Accenture Approved Transaction, Accenture SCA shall not be obligated to
     deal in any manner with the Transferee, and appropriate arrangements shall
     be made between the Transferor and the Transferee giving to the Transferor
     full right and authority to act on behalf of and bind the Transferee in all
     respects with regard to such Accenture Approved Transaction.

          (d) Accenture SCA's consent to any such participation by the
     Transferee in respect of an Accenture Approved Transaction may be made
     subject to such conditions determined by Accenture SCA in its sole
     discretion, including, without limitation, that (i) the Transferee deliver
     to the Transferor an irrevocable proxy and power of attorney authorizing
     the Transferor to act on behalf of and to bind the Transferee in all
     respects with regard to such Accenture Approved Transaction; (ii) that the
     Transferor and/or the Transferee become bound by any other agreement or
     instrument that Accenture SCA may require in its sole discretion; and (iii)
     that the Transferor and/or the Transferee deliver to Accenture SCA such
     opinion of counsel with respect to the authorization, validity and binding
     effect of such proxy, agreements and instruments, and such other matters in
     respect of such participation in the Accenture Approved Transaction, as may
     be reasonably required by Accenture SCA.

          (e) Accenture SCA expressly disclaims, and each Transferor and
     Transferee acknowledges and agrees that Accenture SCA shall not have, any
     obligation, undertaking or duty to ensure that the Transferee can
     effectively exercise and avail itself of any participation opportunity in
     respect of any Accenture Approved Transaction; and any such participation
     by the Transferee shall remain subject in all respects to third-party
     requirements with regard to such transaction, including, without
     limitation, satisfying all relevant third parties (such as underwriters and
     their counsel) that Transferee has the authority to participate in the
     transaction.

     Section 3.4. Reacquisition of Transferred Shares. Subject to the consent of
Accenture SCA, in the event a Transferor reacquires Transferred Shares, such
reacquired shares may be released, pursuant to procedures to be determined by
Accenture SCA in its sole discretion, free and clear of all agreements,
conditions and restrictions of this Agreement, provided that such reacquired
shares shall again be deemed, and the Transferor shall confirm that such
reacquired shares are, Covered Shares subject to the Transfer Rights Agreement
and the Common Agreement in the same manner and to the same extent as if such
shares had never been transferred by the Transferor.


                                      -11-

<PAGE>


                                   ARTICLE IV
                          VOTING OF TRANSFERRED SHARES

     Section 4.1. Irrevocable Proxy and Power of Attorney.

          (a) Each Transferee hereby gives the Transferor who has transferred
     the Transferred Shares to such Transferee, with full power of substitution
     and resubstitution, an exclusive and irrevocable proxy and power of
     attorney to vote or otherwise act with respect to all of the Transferee's
     Transferred Shares, as fully, to the same extent and with the same effect
     as such Transferee might or could do under any applicable laws or
     regulations governing the rights and powers of shareholders of a Luxembourg
     company;

          (b) Each such Transferee hereby affirms to Accenture SCA and the
     Transferor that this proxy and power of attorney is given as a term of this
     Agreement and as such is coupled with an interest and is irrevocable. It is
     further understood and agreed by each such Transferee that this proxy and
     power of attorney may be exercised by the respective Transferor with
     respect to all Transferred Shares transferred by such Transferor to such
     Transferee.

          (c) The proxy and power of attorney given by the Transferee to the
     Transferor pursuant to this Section 4.1 shall remain in effect until the
     date (the "Proxy Termination Date") which is the earlier of (i) the date
     that such Transferor ceases to be an Employee Covered Person and (ii) such
     date, following the Restriction Termination Date, that the Transferee
     transfers the Transferred Shares to a subsequent transferee.

          (d) It is acknowledged and agreed by the Transferee that the
     Transferred Shares may be voted, pursuant to the proxy and power of
     attorney given pursuant to this Section 4.1, in the interests of the
     Transferor and/or the Company, as may be determined by the Transferor
     and/or the Company, without any duty or obligation to the Transferee being
     expressly or implicitly undertaken or assumed by the Transferor or the
     Company as a result of the acceptance of such proxy and power of attorney.

                                   ARTICLE V
                             CUSTODIAL ARRANGEMENTS

     Section 5.1. Holding of Shares in Custody and/or in Nominee Name.

          (a) Each Transferee agrees, as a condition to the consent of Accenture
     SCA to the Transfer of the Transferred Shares to the Transferee, that all
     Transferred Shares shall, at the sole discretion of Accenture SCA, be
     registered in the name of a nominee for such Transferee and/or shall be
     held in the custody of a custodian until otherwise determined by Accenture
     SCA, and each Transferee appoints the General Counsel of Accenture SCA
     and/or his designee, with full power of substitution and resubstitution,
     such Transferee's true and lawful attorney in-fact to assign, endorse and
     register for transfer into such nominee's name or deliver to such custodian
     any such Transferred Shares which are not so registered or so held, as the
     case may be, and to enter into any custody agreement with respect to such
     Transferred Shares, granting to such


                                      -12-

<PAGE>

     attorneys, and each of them, full power and authority to do and perform
     each and every act and thing whatsoever that such attorney or attorneys may
     deem necessary, advisable or appropriate to carry out fully the intent of
     this Section 5.1 as such Transferee might or could do personally, hereby
     ratifying and confirming all acts and things that such attorney or
     attorneys may do or cause to be done by virtue of this power of attorney.

          (b) The Transferred Shares shall be released free and clear from the
     requirements of this Section 5.1, pursuant to procedures to be developed by
     Accenture SCA, upon delivery of the written request of the Transferee at
     any time following the Restriction Termination Date.

     Section 5.2. Dividends and Distributions. Whenever any nominee holder shall
receive any dividend or other distribution in respect of any Transferred Shares,
satisfied otherwise than in Class I Common Shares, Accenture SCA will give or
cause to be given notice or direction to the applicable nominee and/or custodian
referred to in Section 5.1 to permit the prompt distribution of such dividend or
distribution to the beneficial owner of such Transferred Shares, net of any tax
withholding amounts required to be withheld by the nominee, unless the
distribution of such dividend or distribution is restricted by the terms of
another agreement between the Transferee and Accenture SCA (or with any other
person with respect to which Accenture SCA has expressly agreed in writing).

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

     Section 6.1. Representations and Warranties of Transferors. Each Transferor
severally represents and warrants with respect to the Transfer described in the
Schedule I attached to the Joinder Agreement executed by him that:

          (a) the information contained in Schedule I to the Joinder Agreement
     and all information and material in respect of the Transfer delivered
     pursuant to Section 3.1(c) is complete and correct;

          (b) the Transfer of the Transferred Shares by the Transferor satisfies
     the Transfer eligibility requirement of Section 2.1(b) hereof;

          (c) the Transferred Shares are not subject to, and the Transferor is
     not, with respect to the Transferred Shares, a party to any other
     agreement, arrangement or understanding with respect to (i) the Transfer
     identified in the Schedule I to the Joinder Agreement, (ii) any other
     transfer with respect to the Transferred Shares or (iii) any ownership
     interest in the Transferred Shares;

          (d) such Transferor has good, valid and marketable title to the
     Transferred Shares, free and clear of any pledge, lien, security interest,
     charge, claim, equity or encumbrance of any kind, other than pursuant to
     the Transfer Rights Agreement, the Common Agreement, or any other agreement
     with another person with respect to which Accenture SCA has expressly
     agreed to in writing;


                                      -13-

<PAGE>

          (e) this Agreement and the Common Agreement constitute the legal,
     valid and binding obligations of such Transferor, enforceable against such
     Transferor in accordance with their respective terms, subject to the
     effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
     moratorium and other similar laws relating to or affecting creditors'
     rights generally and to general equitable principles (whether considered in
     a proceeding in equity or at law);

          (f) there are no actions, suits or proceedings pending, or, to the
     knowledge of such Transferor, threatened against or affecting such
     Transferor or such Transferor's assets in any court or before or by any
     federal, state, municipal or other domestic or foreign governmental
     department, commission, board, bureau, agency or instrumentality; and

          (g) no statement, representation or warranty made by such Transferor
     in this Agreement contains or will contain any untrue statement of a
     material fact or omits or will omit to state a material fact necessary in
     order to make the statements, representations or warranties contained
     herein or information provided therein not misleading.

     Each Transferor that is not a natural person additionally severally
represents and warrants that:

          (i) such Transferor is duly organized and validly existing in good
     standing under the laws of the jurisdiction of such Transferor's formation;

          (ii) such Transferor has full right, power and authority to enter into
     and perform this Agreement; and

          (iii) the execution and delivery of this Agreement and the performance
     of the transactions contemplated herein have been duly authorized, and no
     further proceedings on the part of such Transferor are necessary to
     authorize the execution, delivery and performance of this Agreement; and
     this Agreement has been duly executed by such Transferor.

     Section 6.2. Representations and Warranties of Transferees. Each Transferee
represents and warrants with respect to the Transfer described in the Schedule I
attached to the Joinder Agreement executed by it that:

          (a) the information concerning the Transferred Shares and the
     Transferee contained in Schedule I to the Joinder Agreement is complete and
     correct;

          (b) the Transferred Shares are not and will not be subject to, and the
     Transferee is not and will not be, with respect to the Transferred Shares,
     a party to, any other agreement, arrangement or understanding with respect
     to (i) the Transfer identified in Schedule I to the Joinder Agreement, (ii)
     any other Transfer with respect to the Transferred Shares, or (iii) the
     beneficial ownership of the Transferred Shares;


                                      -14-

<PAGE>

          (c) this Agreement constitutes the legal, valid and binding obligation
     of such Transferee, enforceable against such Transferee in accordance with
     its terms, subject to the effects of bankruptcy, insolvency, fraudulent
     conveyance, reorganization, moratorium and other similar laws relating to
     or affecting creditors rights generally and to general equitable principles
     (whether considered in a proceeding in equity or at law);

          (d) there are no actions, suits or proceedings pending, or, to the
     knowledge of such Transferee, threatened against or affecting such
     Transferee or such Transferee's assets in any court or before or by any
     federal, state, municipal or other domestic or foreign governmental
     department, commission, board, bureau, agency or instrumentality;

          (e) such Transferee understands that the ability to transfer the
     Transferred Shares is subject to legal and contractual restrictions and
     that the Transferred Shares may not have been registered under the United
     States Securities Act of 1933, and that such Transferee is holding the
     Transferred Shares for its own account, for investment, and not for
     distribution, assignment or resale to others, and no other person has any
     direct or indirect interest in such Transferred Shares (other than
     Accenture SCA or the Transferor (to the extent provided herein) or at the
     express written consent of Accenture SCA); and

          (f) no statement, representation or warranty made by such Transferee
     in this Agreement, nor any information provided by such Transferee for
     inclusion in a report filed pursuant to Section 7.1, contains or will
     contain any untrue statement of a material fact or omits or will omit to
     state a material fact necessary in order to make the statements,
     representations or warranties contained herein or information provided
     therein not misleading.

     Each Transferee that is not a natural person additionally severally
represents and warrants that:

          (i) such Transferee is duly organized and validly existing in good
     standing under the laws of the jurisdiction of such Transferee's formation;

          (ii) such Transferee has full right, power and authority to enter into
     and perform this Agreement; and

          (iii) the execution and delivery of this Agreement and the performance
     of the transactions contemplated herein have been duly authorized, and no
     further proceedings on the part of such Transferee are necessary to
     authorize the execution, delivery and performance of this Agreement; and
     this Agreement has been duly executed by such Transferee.

     Section 6.3. Continuing Representations and Warranties.

          (a) The representations and warranties made by the Transferor in
     Section 6.1 shall be continuing representations and warranties by the
     Transferor during the term of this Agreement, and the Transferor shall take
     all actions as shall from time to


                                      -15-

<PAGE>

     time be necessary to cure any breach or violation thereof and to obtain any
     authorizations, covenants, approvals and clearances in order that such
     representations and warranties shall be true and correct during such
     period.

          (b) The representations and warranties made by the Transferee in
     Section 6.2 shall be continuing representations and warranties by the
     Transferee during the term of this Agreement, and the Transferee shall take
     all actions as shall from time to time be necessary to cure any breach or
     violation thereof and to obtain any authorizations, covenants, approvals
     and clearances in order that such representations and warranties shall be
     true and correct during such period.

                                  ARTICLE VII
                         OTHER AGREEMENTS OF THE PARTIES

     Section 7.1. Filing of Schedule 13D or 13G. In the event that a Transferee
is required to file a report of beneficial ownership on Schedule 13D or 13G with
respect to the Transferred Shares beneficially owned by him (for this purpose as
determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), such
Transferee agrees that, unless otherwise directed by Accenture SCA or its
authorized representative, such Transferee will not file a separate such report,
but will file a report together with such other persons as Accenture SCA or its
authorized representative shall direct, containing the information required by
the Exchange Act, and such Transferee understands and agrees that such report
shall be filed on his behalf by Accenture SCA or its authorized representative.

     Such Transferee shall cooperate fully with Accenture SCA or its authorized
representative to achieve the timely filing of any such report and any
amendments thereto as may be required, and such Transferee agrees that any
information concerning such Transferee which such Transferee furnishes in
connection with the preparation and filing of such report will be complete and
accurate.

     By his acceptance of the Transferred Shares, each Transferee appoints
Accenture SCA, or its authorized representative, with full power of substitution
and resubstitution, his true and lawful attorney-in-fact to execute such reports
and any and all amendments thereto and to file such reports with all exhibits
thereto and other documents in connection therewith with the United States
Securities and Exchange Commission and, if necessary, foreign regulators,
granting to such attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever that such attorney or attorneys
may deem necessary, advisable or appropriate to carry out fully the intent of
this Section 7.1 as such Transferee might or could do personally, hereby
ratifying and confirming all acts and things that such attorney or attorneys may
do or cause to be done by virtue of this power of attorney. Each Transferee
hereby further designates such attorneys as such Transferee's agents authorized
to receive notices and communications with respect to such reports and any
amendments thereto. It is understood and agreed by each such Transferee that
this appointment, empowerment and authorization may be exercised by the
aforementioned persons for the period beginning on the date hereof and
continuing during the term of this Agreement (and shall extend thereafter for
such time as is required to reflect that such Transferee is no longer a party to
this Agreement).


                                      -16-

<PAGE>

     Section 7.2. Adjustment upon Changes in Capitalization; Adjustments upon
Changes of Control; Representatives, Successors and Assigns.

          (a) In the event of any change in the outstanding Class I Common
     Shares by reason of stock dividends, stock splits, reverse stock splits,
     spin-offs, split-ups, recapitalizations, amalgamations, combinations,
     exchanges of shares and the like, the term "Transferred Shares" shall refer
     to and include the securities received or resulting therefrom, but only to
     the extent such securities are received in exchange for or in respect of
     Transferred Shares. Upon the occurrence of any event described in the
     immediately preceding sentence, Accenture SCA or its authorized
     representative shall make such adjustments to or interpretations of the
     provisions of this Agreement as it shall deem necessary or desirable to
     carry out the intent of such provision(s). If Accenture SCA or its
     authorized representative deems it desirable, any such adjustments may take
     effect from the record date, the "when issued trading date", the "ex
     dividend date" or another appropriate date.

          (b) In the event of any business combination, amalgamation,
     restructuring, recapitalization or other extraordinary transaction directly
     or indirectly involving Accenture SCA or any of its securities or assets as
     a result of which the Transferees shall hold voting securities of a
     different entity, the Transferees agree that this Agreement shall also
     continue in full force and effect with respect to such voting securities of
     such other entity formerly representing or distributed in respect of Class
     I Common Shares, and the terms "Class I Common Shares," "Transferred
     Shares," and "Accenture SCA" and "Company" shall refer to such voting
     securities formerly representing or distributed in respect of Class I
     Common Shares and such entity, respectively. Upon the occurrence of any
     event described in the immediately preceding sentence, Accenture SCA or its
     authorized representative shall make such adjustments to or interpretations
     of the restrictions of this Agreement as they shall deem necessary or
     desirable to carry out the intent of such provision(s). If Accenture SCA or
     its authorized representative deems it desirable, any such adjustments may
     take effect from the record date or another appropriate date.

          (c) This Agreement shall be binding upon and inure to the benefit of
     the respective legatees, legal representatives, successors and assigns of
     the Transferees (and Accenture SCA in the event of a transaction described
     in Section 7.2(b) hereof); provided, however, that no Transferor or
     Transferee may assign this Agreement or any of his rights or obligations
     hereunder without the prior written consent of Accenture SCA, and any
     assignment without such consent by a Transferor or Transferee shall be
     void; and, provided, further, that, subject to the provisions of Section
     7.3, no assignment of this Agreement by Accenture SCA or to a successor of
     Accenture SCA (by operation of law or otherwise) shall be valid unless such
     assignment is made to a person which succeeds to the business of Accenture
     SCA substantially as an entirety.

     Section 7.3. Redemptions. In the event Transferred Shares are redeemed, in
accordance with Article 7 of the Articles of Association of Accenture SCA, in
exchange for Class A Common Shares of Accenture Ltd, Accenture SCA and such
Transferee agree that Accenture Ltd shall succeed to the rights of Accenture SCA
under this Agreement with respect


                                      -17-

<PAGE>

to the Class A Common Shares received in exchange for such Transferred Shares,
and the Transferee agrees that it shall be bound by the terms, conditions and
restrictions of this Agreement with respect to the Class A Common Shares, as if
such rights, terms, conditions and restrictions had been made specifically
applicable to Accenture Ltd, the Transferee and the Class A Common Shares, and
the Transferee agrees to execute such additional documents and take such further
action at the request of Accenture Ltd as may be reasonably necessary to confirm
or effectuate the provisions of this Section 7.3.

     Section 7.4. Agreements and Acknowledgments By Transferees. Each Transferee
agrees and acknowledges that:

          (a) Pursuant to Article 7 of the Articles of Association of Accenture
     SCA, (i) Class I Common Shares are redeemable for cash at the option of the
     holder, provided that, at the option of Accenture SCA, any redemption price
     that becomes payable to a holder of Class I Common Shares who becomes such
     a shareholder after May 31, 2001 (i.e., including any Transferee) (referred
     to in said Article 7 as a "Subsequent Limited Shareholder") may, at the
     option of Accenture SCA, be paid in cash or in Class A Common Shares, and
     (ii) Accenture SCA has the right, at its option, to redeem Class I Common
     Shares held by any Subsequent Limited Shareholder if Accenture SCA receives
     a satisfactory opinion from an internationally recognized counsel or
     professional tax advisor that such redemption should be tax-free with
     respect to such Subsequent Limited Shareholder. In consideration of
     Accenture SCA's consent to the Transfer of the Transferred Shares to
     Transferee and the other agreements contained herein, each Transferee
     hereby waives any requirement for the delivery of such tax opinion required
     by Article 7 of the Articles of Association and agrees that Accenture SCA
     may redeem the Transferred Shares without the delivery of such tax opinion.

          (b) Without limitation on or by the provisions of Section 7.4(a), each
     Transferee agrees that the redemption price payable in connection with any
     redemption of such Transferee's Transferred Shares pursuant to Article 7 of
     the Articles of Association may, at the option of Accenture SCA, be paid in
     cash or in Class A Common Shares, as such redemption price is calculated in
     accordance with the provisions of said Article 7.

          (c) Notwithstanding the provisions of Section 7.4(b), in the event of
     an offer to redeem Transferred Shares from a Transferee in connection with
     an Accenture Approved Transaction, a redemption price may be calculated
     other than in accordance with Article 7 of the Articles of Incorporation,
     and such Transferee and the Company agree that the acceptance of such
     redemption price by the Transferee shall constitute acceptance of the
     proposed redemption price and the agreement by the Transferee to accept the
     redemption price so paid as the full redemption price payable in connection
     with the redemption of such Transferee's Transferred Shares.

     Section 7.5. Confirmation of Agreements. Each Transferor hereby reaffirms
his agreement to observe and perform, and to be bound by, all terms, conditions
and provisions of the Voting Agreement, the Transfer Rights Agreement, the
Common Agreement, the Non-Competition Agreement and related Pledge Agreement to
which such Transferor is a party. Each Transferor also agrees that, with respect
to all future Transfers for estate and/or tax planning


                                      -18-

<PAGE>

purposes or charitable giving purposes, such Transferor will comply with the
limitations and restrictions included in the guidelines established by Accenture
SCA as are in effect at the time of such Transfer.

     Section 7.6. Further Assurances. Each Transferor and each Transferee agrees
to execute such additional documents and take such further action upon the
request of Accenture SCA as may be reasonably necessary to effect the provisions
of this Agreement.

                                  ARTICLE VIII
                             INDEMNITY AND EXPENSES

     Section 8.1. Indemnity. Each Transferor and each Transferee jointly and
severally agrees that it will indemnify and hold harmless the Company and its
directors, officers, partners, employees, agents and representatives against (i)
any federal, state or local tax and/or tax-related liability imposed by any
jurisdiction (whether in respect of any income tax, transfer tax, stamp tax,
excise tax or other tax) arising out of or in connection with the Transfer of
the Transferred Shares or any transactions involving the Transferred Shares and
(ii) any judgments, fines, losses, claims, damages, liabilities, costs and
expenses (including, without limitation, attorneys' fees and defense costs)
arising out of or in connection with (x) the Transfer of the Transferred Shares,
any transactions involving the Transferred Shares or any matters pertaining to
this Agreement in respect of such Transferor or Transferee, or (y) any action,
suit, proceeding or investigation, whether civil or criminal, administrative or
investigative, in respect of or arising out of such Transfer, transactions or
matters described in preceding clause (x).

     Section 8.2. Expenses. Each Transferor or Transferee shall be responsible
for all expenses of such Transferor or Transferee incurred in connection with
the compliance by such Transferor or Transferee with his obligations under this
Agreement, including expenses incurred by Accenture SCA or its authorized
representative in enforcing the provisions of this Agreement relating to such
obligations.

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.1. Term of the Agreement. The term of this Agreement as to any
Transferor and Transferee shall continue until and terminate upon the later of
the Proxy Termination Date and the Restriction Termination Date; provided,
however, that (i) the provisions of Article II and Article V shall continue
until and terminate upon the Restriction Termination Date; (ii) the provisions
of Article IV and Section 7.1 shall continue until and terminate upon the Proxy
Termination Date; and (iii) the provisions of Sections 8.1 and 8.2 shall
continue indefinitely.

     Section 9.2. Waivers; Amendments. Waivers and amendments with respect to a
particular Transferee that do not change the rights or obligations of any other
Transferee shall require, and may be effected by, the approval of (i) Accenture
SCA, (ii) the affected Transferee, and (iii) the Transferor of the Transferred
Shares so long as such Transferor is an Employee Covered Person.


                                      -19-

<PAGE>

          (a) In connection with any amendment or waiver granted under this
     Agreement, Accenture SCA, may impose such conditions as it determines on
     the entering into any such amendments or the granting of such waivers.

          (b) The failure of Accenture SCA or its authorized representative at
     any time or times to require performance of any provision of this Agreement
     shall in no manner affect the rights at a later time to enforce the same.
     No waiver by Accenture SCA or its authorized representatives of the breach
     of any term contained in this Agreement, whether by conduct or otherwise,
     in any one or more instances, shall be deemed to be or construed as a
     further or continuing waiver of any such breach or the breach of any other
     term of this Agreement.

     Section 9.3. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF LUXEMBOURG.

     Section 9.4. Resolution of Disputes.

          (a) Accenture SCA may delegate the enforcement of the provisions of
     this Agreement to any authorized representative(s) designated by it.

          (b) Any and all disputes which cannot be settled amicably, including
     any ancillary claims of any party, arising out of, relating to or in
     connection with the validity, negotiation, execution, interpretation,
     performance or non-performance of this Agreement (including the validity,
     scope and enforceability of this arbitration provision) shall be finally
     settled by arbitration conducted by a single arbitrator in New York in
     accordance with the then-existing Rules of Arbitration of the International
     Chamber of Commerce, except that the parties may select an arbitrator who
     is a national of the same country as one of the parties. If the parties to
     the dispute fail to agree on the selection of an arbitrator within thirty
     (30) days of the receipt of the request for arbitration, the International
     Chamber of Commerce shall make the appointment. The arbitrator shall be a
     lawyer and shall conduct the proceedings in the English language.

          Performance under this Agreement shall continue if reasonably possible
     during any arbitration proceedings.

          (c) Notwithstanding the provisions of paragraph (b), Accenture SCA may
     bring, on behalf of Accenture SCA or on behalf of one or more Transferors
     or Transferees, an action or special proceeding in any court of competent
     jurisdiction for the purpose of compelling a party to arbitrate, seeking
     temporary or preliminary relief in aid of an arbitration hereunder, and/or
     enforcing an arbitration award and, for the purposes of this paragraph (c),
     each Transferor and Transferee (i) expressly consents to the application of
     paragraph (d) of this Section 9.4 to any such action or proceeding, (ii)
     agrees that proof shall not be required that monetary damages for breach of
     the provisions of this Agreement would be difficult to calculate and that
     remedies at law would be inadequate, and (iii) irrevocably appoints the
     General Partner of Accenture SCA, 398 Route d'Esch, Luxembourg (or, if
     different, the then-current corporate seat of Accenture SCA) as such
     Transferor's or Transferee's agent for service of process in connection
     with


                                      -20-

<PAGE>

     any such action or proceeding and agrees that service of process upon such
     agent, who shall promptly advise such Transferor or Transferee of any such
     service of process, shall be deemed in every respect effective service of
     process upon the Transferor or Transferee in any such action or proceeding.

          (d) (i) EACH TRANSFEROR AND TRANSFEREE HEREBY IRREVOCABLY SUBMITS TO
     THE JURISDICTION OF COURTS LOCATED IN NEW YORK, UNITED STATES FOR THE
     PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE
     PROVISIONS OF PARAGRAPH (C) OF THIS SECTION 9.4, OR ANY JUDICIAL PROCEEDING
     ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR
     RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial
     proceedings include any suit, action or proceeding to compel arbitration,
     to obtain temporary or preliminary judicial relief in aid of arbitration,
     or to confirm an arbitration award. The parties acknowledge that the fora
     designated by this paragraph (d) have a reasonable relation to this
     Agreement, and to the parties' relationship with one another.

          (ii) The parties hereby waive, to the fullest extent permitted by
     applicable law, any objection which they now or hereafter may have to
     personal jurisdiction or to the laying of venue of any such ancillary suit,
     action or proceeding brought in any court referred to in paragraph (d)(i)
     of this Section 9.4 and such parties agree not to plead or claim the same.

     Section 9.5. Relationship of Parties. The terms of this Agreement are not
intended to create a separate entity for United States federal or state income
tax purposes or under the laws of any other jurisdiction. Nothing in this
Agreement shall be read to create any partnership, joint venture or separate
entity among the parties or to create any trust or other fiduciary relationship
between them. Without limitation on the foregoing, the Company shall not be
deemed to owe any duties of any kind to any Transferee under or on account of
this Agreement or the transactions contemplated hereby other than the
contractual obligations of Accenture SCA expressly set forth herein.

     Section 9.6. Notices.

          (a) Any communication, demand or notice to be given hereunder will be
     duly given (and shall be deemed to be received) when delivered in writing
     by hand or first class mail or by telecopy to a party at its address as
     indicated below or at such other address of which the respective party has
     given notice in accordance with this Section 9.6:


                                      -21-

<PAGE>


                          If to a Transferor:

                               c/o Accenture SCA
                               398 Route d'Esch
                               L-1471
                               Luxembourg
                               Telecopy: (352) 48 18 28 3419
                               Attention: General Partner
                               (or, if different, the then-current
                               corporate seat of Accenture SCA)

                          If to a Transferee:

                               To the address specified in the
                               Joinder Agreement executed and
                               delivered by the Transferee.

                          If to Accenture SCA:

                               c/o Accenture SCA
                               398 Route d'Esch
                               L-1471
                               Luxembourg
                               Telecopy: (352) 48 18 28 3419
                               Attention: General Partner
                               (or, if different, the then-current
                               corporate seat of Accenture SCA)

                          With a copy to:

                               Accenture Global Partner Matters
                               Accenture Ltd
                               161 North Clark Street, 44th Floor
                               Chicago, Illinois 60601
                               Attention:  Deborah Costanza

          Accenture SCA shall be responsible for notifying each Transferor of
     the receipt of a communication, demand or notice under this Agreement
     relevant to such Transferor, in writing, at the address of such Transferor
     then in the records of Accenture SCA (and each Transferor shall notify
     Accenture SCA of any change in such address for communications, demands and
     notices) or by electronic mail to the principal electronic address of such
     person maintained by the Company.

          (b) Unless otherwise provided to the contrary herein, any notice which
     is required to be given in writing pursuant to the terms of this Agreement
     may be given by telecopy.


                                      -22-


<PAGE>

     Section 9.7. Severability. If any provision of this Agreement is finally
held to be invalid, illegal or unenforceable, the remaining terms and provisions
hereof shall be unimpaired.

     Section 9.8. Transfer Rights Agreement and Common Agreement.

          (a) Nothing contained in this Agreement shall be deemed, with respect
     to any Transferor, in any way to waive or amend any provision of the
     Transfer Rights Agreement or the Common Agreement, including but not
     limited to the share transfer restrictions therein, or to release or
     discharge any Transferor from any obligation under either of said
     agreements, except to the extent of the consent to transfer given by
     Accenture SCA pursuant to Section 2.1 hereof.

          (b) In the event of any ambiguity or inconsistency between the terms
     of this Agreement and the terms of either the Common Agreement or the
     Transfer Rights Agreement as applied to any Transferor, the terms of this
     Agreement shall control.

          (c) No Transferee shall have any rights or obligations under or in
     respect of the Transfer Rights Agreement, nor is any Transferee intended to
     be a beneficiary of the Transfer Rights Agreement.

          (d) It is acknowledged that the Common Agreement provides that it
     shall be binding upon any transferee of Covered Shares transferred by
     Partners pursuant to the waiver provided thereby. Notwithstanding the
     foregoing, it is further acknowledged and agreed that, with respect to the
     Transferees, (i) this Agreement contains and implements all provisions of
     the Common Agreement intended to be binding upon the Transferees, (ii) this
     Agreement supersedes in its entirety the Common Agreement, and (iii) no
     Transferee shall have any rights or obligations under or in respect of the
     Common Agreement, nor is any Transferee intended to be a beneficiary of the
     Common Agreement.

     Section 9.9. No Third-Party Rights; Accenture Ltd Third Party Beneficiary.
Except as set forth in this Section 9.9, nothing expressed or referred to in
this Agreement will be construed to give any person other than the parties to
this Agreement, the Company (and its directors, officers, partners, employees,
agents and representatives) and Accenture Ltd any legal or equitable right,
remedy, or claim under or with respect to this Agreement or any provision of
this Agreement. This Agreement and all of its provisions and conditions are for
the sole and exclusive benefit of the parties to this Agreement, the Company
(and its directors, officers, partners, employees, agents and representatives)
and Accenture Ltd and their successors and permitted assigns. It is expressly
intended that Accenture Ltd shall be a third party beneficiary with respect to
Section 7.3 of this Agreement and that, upon a redemption of Transferred Shares
in exchange for Class A Common Shares as described in said Section 7.3,
Accenture Ltd shall succeed to all rights of Accenture SCA hereunder and shall
be entitled to exercise all rights, remedies and claims under or with respect to
this Agreement and all provisions hereof.

     Section 9.10. Section Headings. The headings of sections in this Agreement
are provided for convenience only and will not affect its construction or
interpretation.


                                      -23-

<PAGE>

     Section 9.11. Execution in Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one agreement.


                                      -24-


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be
duly executed this Transfer Restriction Agreement as of the date first above
written, but with the effective date as to any Transferor and Transferee in
respect of any Transfer to be the date of the countersignature by Accenture Ltd
to the respective Joinder Agreement for such Transfer.

                                         ACCENTURE SCA

                                         By
                                            ------------------------------------
                                         Name:
                                         Title:


                                      -25-



<PAGE>

                                                                       EXHIBIT A

                                JOINDER AGREEMENT
                                  ACCENTURE SCA
                         TRANSFER RESTRICTION AGREEMENT

     The undersigned Transferor and Transferee, in consideration of and as a
condition to the consent by Accenture SCA to the Transferor's transfer to the
Transferee of such number of Class A Common Shares of Accenture SCA pursuant to
the Transfer described in Schedule I hereto, hereby join in and execute and
agree to be bound by that certain Transfer Restriction Agreement dated as of
October 1, 2002 (the "Transfer Restriction Agreement") effective as of the date
of the countersignature by Accenture SCA below.

     The undersigned Transferor agrees that he is a Transferor under the
Transfer Restriction Agreement and represents and warrants that he has read and
understands the provisions of the Transfer Restriction Agreement, including but
not limited to, the representations and warranties contained in Section 6.1
thereof, and the undersigned Transferor reaffirms and remakes the
representations and warranties contained in Section 6.1 of the Transfer
Restriction Agreement as if such representations and warranties were expressly
set forth in this Joinder Agreement.

     The undersigned Transferee agrees that it is a Transferee under the
Transfer Restriction Agreement and represents and warrants that it has read and
understands the provisions of the Transfer Restriction Agreement, including but
not limited to, the representations and warranties contained in Section 6.2
thereof, and the undersigned Transferee reaffirms and remakes the
representations and warranties contained in Section 6.2 of the Transfer
Restriction Agreement as if such representations and warranties were expressly
set forth in this Joinder Agreement.


<TABLE>
<S>                                                  <C>
[NAME OF TRANSFEROR]                                 [NAME OF TRANSFEREE]

--------------------------------------------         --------------------------------------------

By:                                                  By:
         -----------------------------------                  -----------------------------------
         (Signature)                                          (Signature)
Name:                                                Name:
         -----------------------------------                  -----------------------------------

Title:                                               Title:
         -----------------------------------                  -----------------------------------

Dated:                                               Dated:
         -----------------------------------                  -----------------------------------


APPROVED AND AGREED TO:                              Address of Transferee:
ACCENTURE SCA


By:      -----------------------------------         --------------------------------------------

Name:    -----------------------------------         --------------------------------------------

Title:   -----------------------------------         --------------------------------------------

Dated:   -----------------------------------
</TABLE>


                                       A-1

<PAGE>

                                   Schedule I
                                       To
                                Joinder Agreement
                                  Accenture SCA
                         Transfer Restriction Agreement

1.   Name of Transferor:


2.   Name of Transferee:


3.   Number of Transferred Shares:


4.   Base Restriction Date(s): Circle applicable date(s); if more than one date,
     indicate number of Transferred Shares applicable to each date (see Section
     2.2(a) of Transfer Restriction Agreement):

                                               Number of
                  Date                         Transferred Shares
                  ----                         ------------------

           July 24, 2003                       ____________________
           July 24, 2004                       ____________________
           July 24, 2005                       ____________________
           July 24, 2006                       ____________________
           July 24, 2007                       ____________________
           July 24, 2008                       ____________________
           July 24, 2009*                      ____________________
           Extended Restriction Date           ____________________

           *Must be used for Transfers by resigned Partners (and may be used
            only for such Transfers)

5.   Is the Transferee an Exempt Organization? Yes _____ No _____


6.   Are the Transferee and all its underlying beneficial owners (including
     partners, members, beneficiaries and contingent beneficiaries) Family
     Members? Yes _____ No _____


7.   List or describe in detail all underlying beneficial owners (including
     partners, members, beneficiaries and contingent beneficiaries) of
     Transferee:


8.   Describe relationship between Transferor and Transferee (and Transferee's
     beneficial owners) if other than Family Members:


                                       A-2


<PAGE>

9.   Description of transfer (e.g., out-right gift, transfer into trust,
     transfer to family partnership or other estate and/or tax planning
     vehicle):


10.  Description of relevant documents relating to Transfer and Transferee
     (include description of transfer document and list of organizational
     documents of any Transferee other than a natural person):

11.  Attach copies of documents referred to in Item 10 above.


                                       A-3